Terms and conditions

The following is a list of our
complete terms and conditions (the “Terms and Conditions” or the
“Agreement”), that apply to all members of the WebMedia Advertising
network. By publishing advertisements through WebMedia’s (the “Advertisements“),
you (the “Advertiser“) agree to be bound to the following
terms and conditions.

 

  1. WebMedia shall provide for Advertisements provided to Webmedia by
    the Advertiser, linking, insertion codes and other instructions for the placements
    of Advertisement at Publishers website that are a part of WebMedia Publishing
    network, all in accordance to specified IO that shall be signed by the Parties
    from time to time.
  2. Advertiser present and warrant to WebMedia that::
    1. The Advertisements do not use
      contain Malware and/or Spyware techniques or use any other aggressive
      advertising or marketing methods against the website visitors.
    2. The Advertisements does not (i)
      promotes sexually explicit materials, violence, discrimination, money
      laundering, illegal online gambling, Software Pirating (e.g., Warez, P2P, Bit
      torrent etc) Hacking and/or any other illegal activities or (ii) violates any
      intellectual property or other proprietary rights of any third party.
    3. WebMedia does not allow that
      the Websites shall be constructed purely for attracting traffic for
      Advertisements (such as Google “Keywording”, “Trafficking”
      etc.)
    4. WebMedia may refuse, at any
      time, to place any Advertisement at WebMedia’s dole discretion.
    5. Any information and data
      related to the execution of this Agreement shall be kept  as confidential and will not be disclosed to
      any third Party unless required by law.
    6. Ad Placement. 728×90
      leaderboard, 120×600 skyscraper, and 160×600 wide skyscraper creative must be
      placed above the fold on an 800×600 pixel screen (within 500 pixels of the top
      of the webpage) so they are viewable without scrolling; 300×250 medium
      rectangles must be placed above the fold on an 800×600 pixel screen (within 500
      pixels of the top of the webpage). Aldo the Advertiser shall comply with all
      the technical specifications for Advertisments.
    7. The Advertisements
      authorization method shall be as described in Appendix A.
  3. Termination
    1.   These Terms and Conditions shall commence
      upon the date of the later signature on these Terms and Conditions, and shall
      remain in effect until terminated as set forth. Either Party may terminate
      These Terms and Conditions, and the business relationship between the Parties,
      with a one (1) business day written prior notice. These Terms and Conditions,
      and the business relationship between the Parties shall terminate immediately
      upon the dissolution or insolvency of either Party.
    2. Upon expiration or termination
      of this Agreement: (a) each Party shall return to the other Party all property
      of the other Party in its possession or control (including all Creative and all
      Confidential Information); (b) WebMedia shall immediately remove and cease from
      displaying any Advertisements on any Website (c) WebMedia shall be entitled for
      immediate compensation for services rendered by WebMedia from the period prior
      to the termination of the Agreement.
  4. Campaigns – WebMedia and Advertiser shall agree in writing, from
    time to time, on specific Advertisements or advertising campaigns and the fees
    to the Advertiser regarding these Advertisements and Campaigns.  WebMedia reserves the right, in its sole and
    absolute discretion, to terminate a specific or all campaigns and/or remove any
    advertisement(s), at any time without stating any cause.
  5. Payment
    1. At the beginning of every
      calendar month, Webmedia shall report and invoice to Advertiser of the
      WebMedia’s compensation for the previous month for Advertisements published on
      WebMedia Websites network, subject to the applicable Order’s specifications and
      these terms and conditions.
    2. All invoices shall be paid to
      WebMedia within 15 days of the invoice date.
    3. WebMedia shall have the sole
      responsibility for calculation of statistics, including Impressions and
      click-through numbers. Statistics shall be made available to Advertiser online
      by WebMedia. Advertiser understands that WebMedia online statistics may not be
      100% accurate and that WebMedia  may make
      adjustments to Advertiser’s online statistics at the end of each calendar month
      to account for, among other things, specific contractual provisions (e.g.,
      bonuses) and statistical errors.
    4. In the event of substantial
      number of erroneous impression(s), Advertiser shall pay WebMedia  any fee that is not in dispute, and shall pay
      the additional fees after the parties have resolves the source of the erroneous
      impression(s).
  6. All payments due hereunder are in U.S. dollars or any other currency
    agreed on the IO. any applicable taxes which may be added to the payments,
    shall be paid to WebMedia by the Advertiser.
  7. Representations and Warranties

    Advertiser represent and warrant toward WebMedia that: Advertiser’s
    Advertisements are in compliance with all applicable laws and does not contain
    or promote, nor links to another website that contains (i) libelous,
    defamatory, abusive, violent, prejudicial, obscene, sexually explicit or
    illegal content; (ii) any pornographic, racial, ethnic, political, software
    pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable
    content; Advertiser operations are conducted, and shall remain so during the
    term of this agreement, with accordance to all applicable law; Advertiser own
    or have the legal right to use and distribute all content, copyrighted
    material, products, and services displayed on the Websites; Advertiser has the
    right, power, and authority to enter into this Agreement and by doing so is not
    breach any other contract;

  8. Limitation of Liability

    IN NO EVENT SHALL WEBMEDIA, IT’S EMPLOWEES, OFFICES, SHAREHOLDERS
    AND ANYONE ON IT’S BEHALF,  BE LIABLE FOR
    ANY LOSSES OF ANY KIND ARISING FROM THE USE OF THE SERVICES PROVIDED BY
    WEBMEDIA, INCLUDING BUT NOT LIMITED TO THE DISPLAY OF ANY ADVERTISEMENTS ON THE
    WEBSITES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
    AND CONSEQUENTIAL DAMAGES, EVEN IF WEBMEDIA HAS BEEN ADVISED OF THE POSSIBILITY
    OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ARE PROVIDED BY WEBMEDIA
    ON AN “AS IS” “AS AVAILABLE” BASIS WITH NO WARRANTY.

     

    WebMedia obligates that takes commercially reasonable efforts to
    monitor the media network websites. However, Advertiser acknowledge that
    WebMedia websites network contain websites that are managed by third party or
    not under the control of WebMedia, and therefore WebMedia shall not be
    responsible for the operation and/or the content and/or the placements of
    Advertisements and/or for anything else regarding the Websites.

  9. Disclaimer of Warranty

    WEBMEDIA DISCLAIMS ANY WARRANTY, EXPRESSED OR IMPLIED FOR ANY
    PROFITABILITY AND/OR EXPECTED SUCCESS OF THE ADVERTISER WHILE USING THE
    SERVICES PROVIDED BY WEBMEDIA, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
    OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADVERTISER, AND NOT
    WEBMEDIA, SHALL BE RESPONSIBLE THAT THE INFORMATION ON THE ADVERTISEMENTS
    AND/OR OR PROVIDED BY ADVERTISER IS ACCURATE, COMPLETE OR CURRENT.

  10. Indemnification

    Advertiser shall indemnify, defend and hold WebMedia and it’s
    officers harmless from and against any and all claims, allegations,
    liabilities, costs and expenses (including reasonable attorneys’ fees) by third
    parties arising out of Your: (a) improper use of the Advertisments and/or
    Websites; (b) breach or violation of this Agreement by Advertiser

  11. Assignment

    WebMedia may assign this Agreement to a subsidiary or business
    successor. Advertiser may NOT assign this Agreement without the prior written
    consent of WebMedia, which shall not be unreasonably withheld.

  12. Jurisdiction

     This Agreement shall be
    construed and governed by the law of the state of Israel and all disputes shall
    be held before the courts of Tel-Aviv Jaffa.

  13. Severability

    If any provision of this Agreement is held to be invalid, illegal or
    unenforceable for any reason, such invalidity, illegality or unenforceability
    shall not affect any other provisions of this Agreement, and this Agreement
    shall be construed as if such invalid, illegal or unenforceable provision had
    not been contained herein.

    Clauses in this Agreements that are intent, by nature, to survive
    the termination of this Agreement, such as obligation to confidentiality, shall
    survive the termination of the Agreement.

  14. Force Majeure

    Neither Party shall be liable to the other by reason of failure or
    delay in the performance of its obligations hereunder on account of Acts of
    God, fires, storms, war, governmental action, labor conditions, earthquakes,
    natural disasters, interruption in internet service or any other cause which is
    beyond the reasonable control of such Party.

  15. Exclusivity

    During the term of this Agreement, The Advertiser shall provide and
    or work with any other entity that provides similar or identical services to
    those rendered by the Company.

  16. Miscellaneous
    1. This Agreement contains the
      sole and entire agreement and understanding between the Parties relating to the
      subject matter herein, and merges all prior discussions, between the Parties.
    2. Each Party is an independent
      contractor and not a partner, joint venture or employee of the other.
    3. All notices shall be sent to
      the addresses submitted by the Parties by certified mail, fax, email or
      courier.
    4. WebMedia reserves the right to
      change any conditions of these Terms and Conditions at any time, without
      notice. The Advertiser obligates that the change shall apply on the Advertiser
      upon the publication of the amended Term and Conditions on WebMedia website.
      Advertiser shall review, from time to time, the Terms and Conditions published
      at WebMeida website.
  17. Privacy Policy

 

 

Appendix A – Advertisements authorization
method

 

  1. Advertisements shall be authorized and allowed to be
    published on WebMedia Advertising network in one or more of the following
    methods:

    1. Advertiser shall make possible to WebMedia to access the Advertiser
      system and approve (select) or reject (deselect) Advertisements to be published
      on WebMedia Advertising network. Only tags of the selected Advertisements shall
      be transmitted to WebMedia to be published on WebMedia Advertising network, and
      the Advertiser shall not make any changes to the selected Advertisements
      without notifying WebMedia in advance.
    2. Advertiser shall deliver to WebMedia a List of Advertisements to be
      published on WebMedia Advertising network. The Parties shall agree on the
      selected Advertisements to be published on WebMedia Advertising network, and
      the Advertiser shall not make any changes to the selected Advertisements
      without notifying WebMedia in advance.
    3. Advertiser shall transfer to WebMedia the actual Advertisements, and
      WebMedia shall publish the Advertisements directly from WebMedia servers.
    4. any other method approved by both Parties in writing.
  2. the Advertisements shall be subject to the restrictions attached
    herewith in Schedule 1 (Advertising Restrictions).