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.
- 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.
- Advertiser present and warrant to WebMedia that::
- The Advertisements do not use contain Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods against the website visitors.
- 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.
- WebMedia does not allow that the Websites shall be constructed purely for attracting traffic for Advertisements (such as Google “Keywording”, “Trafficking” etc.)
- WebMedia may refuse, at any time, to place any Advertisement at WebMedia’s dole discretion.
- 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.
- 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.
- The Advertisements authorization method shall be as described in Appendix A.
- 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.
- 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.
- 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.
- 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.
- All invoices shall be paid to WebMedia within 15 days of the invoice date.
- 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.
- 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).
- 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.
- 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;
- 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.
- 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.
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
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.
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.
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.
- 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.
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.
- 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.
- Each Party is an independent contractor and not a partner, joint venture or employee of the other.
- All notices shall be sent to the addresses submitted by the Parties by certified mail, fax, email or courier.
- 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.
Appendix A – Advertisements authorization method
- Advertisements shall be authorized and allowed to be
published on WebMedia Advertising network in one or more of the following
- 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.
- 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.
- Advertiser shall transfer to WebMedia the actual Advertisements, and WebMedia shall publish the Advertisements directly from WebMedia servers.
- any other method approved by both Parties in writing.
- the Advertisements shall be subject to the restrictions attached herewith in Schedule 1 (Advertising Restrictions).
- The General Data Protection Regulation (“GDPR”) – Each Party warrant that it shall follow and bear the applicable responsibilities under the GDPR, as a data controller and data processor.
- Each Party hereby agrees to comply (and to procure the compliance of all of their respective directors, officers, employees or agents) with all relevant provisions of the GDPR relating to the data maintained or processed by it, under this Agreement.
- If a party fails to comply with the GDPR it shall indemnify the other party against any loss or damage sustained or incurred by the other as a result of that failure, such indemnity to include but not to be limited to any fine which may be levied under the GDPR.