1) PARTIES:
Pursuant to this Agreement,
alClick advertising network.
("alClick") of alClick and Customer ("Customer") shall agree to the following terms
and conditions for the purchase of online
advertising inventory ("Inventory") from
alClick Network ("Network")
Publishers ("Publishers") and delivery of
Customer's advertising materials and linked URLs
("Creative") to consumer web browsers via said
Inventory. This includes the serving, tracking
and reporting of each purchase ("Campaign").
Campaign details are as stated in the Campaign Insertion Order ("IO"). In the event of a
difference between the terms of the Customer
Agreement and the IO, the IO shall take
precedence.
2)
REPRESENTATION: Customer represents and
warrants that: (1) it is the owner or is
licensed to use the entire contents and subject
matter contained in the Creative; (2) the Creative is free of any "worm", "virus" or other
device that could impair or injure any person or
entity; (3) the Creative does not violate any
law or regulation governing false or deceptive
advertising, sweepstakes, gambling, comparative
advertising, or trade disparagement; (4) the
Creative does not contain any misrepresentation,
or content that is defamatory or violates any
rights of privacy or publicity; (5) Customer is
generally familiar with the nature of the
Internet and will comply with all laws and
regulations that may apply to display of the
Creative on Sites; and (6) the Creative does not
and will not infringe any copyright, trademark,
patent or other proprietary right. Customer grants alClick and the Publisher the
right and license to use, reproduce, transmit,
and distribute the Creative.
alClick and Publisher jointly
represents and warrant that: (1) Publisher is
the owner or is licensed to use the entire
contents and subject matter contained in the
Inventory; (2) the Inventory does not violate
any law or regulation; (3) the Inventory does
not contain any misrepresentation, or content
that is defamatory or violates any rights of
privacy or publicity; (4) Publisher is generally familiar with the nature of the Internet and
will comply with all laws and regulations that
may apply; and (5) the Inventory does not and
will not infringe any copyright, trademark,
patent or other proprietary right. Publisher
grants alClick and Customer the right and license to transmit the Creative to
the Inventory.
3)
TRAFFICKING: Trafficking of Campaigns on the
Network requires 0-5 business days after Customer has purchased the Campaign and supplied the Creative. All Campaigns placed on the Network are subject to Network capacity
limitations which include software, hardware,
bandwidth, inventory availability, payment
terms, credit history, creative performance, and
market pricing limitations, as well as targeting
limitations including user geography coverage
and accuracy. If the IO indicates Automatic Campaign Extension, Customer hereby grants
alClick the right to extend the end
date of the Campaign, in alClick's
discretion, to complete delivery of the
contracted Campaign budget.
4) PUBLIC
RELEASE: Neither Customer nor
alClick shall release any
information regarding Customer's relationship
with alClick, including, without
limitation, in press releases or promotional or
merchandising materials, without the prior
written consent of both Customer and
alClick.
5) QUALITY
CONTROL: alClick reserves the
right to refuse service to any new or existing
Customer, in its sole discretion, with or
without cause. alClick reserves the
right, in its sole discretion and without
liability, to reject, omit or exclude any
Creative for any reason at any time, with or
without notice to the Customer and regardless of
whether such Creative was previously accepted or
published. alClick does not accept
Creative from Customers that produce or provide
adult content. Creative (ad content AND linked
URLs) shall not include nudity, partial nudity
or adult language. alClick does not
accept Customers that engage in, promote or
facilitate illegal activities.
alClick may in its sole discretion
refuse or restrict use of any Creative that it
deems appropriate or requires special handling.
This Agreement is cancelable by
alClick immediately if Customer
fails to disclose, conceals or misrepresents
itself in any way.
6) CAMPAIGN
DATA: alClick is the sole owner
of all Inventory, Campaign, and aggregate web
user data collected by alClick.
Customer is granted unrestricted rights to all
data available online in Customer's account.
7) CAMPAIGN
ACCOUNTING: Campaigns purchased on the
alClick Network are served, tracked
and reported by alClick. Unless
otherwise stated in the IO, alClick
shall be the governing counting authority, and
all prepaid and billed amounts due shall be per
alClick.
8)
INDEMNIFICATION: alClick and
Customer hereby agree to indemnify, defend and
hold harmless each other and each other's
officers, directors, agents, affiliates and
employees from and against all claims, actions, liabilities, losses, expenses, damages, and
costs (including, without limitation, reasonable
attorneys' fees) that may at any time be
incurred by any of them by reason of any claims,
suits or proceedings (a) for libel, defamation,
violation of right of privacy or publicity,
copyright infringement, or other infringement of
any third party right, fraud, false advertising,
misrepresentation, product liability or
violation of any law, statute, ordinance, rule
or regulation throughout the world in connection with the use of Network; (b) or arising out of
any material breach by alClick, or
Customer of any duty, representation or warranty
under any agreement between alClick
and Customer.
9) DAMAGES:
In no event shall either party be liable for
special, indirect, incidental, or consequential
damages, including, but not limited to, loss of
data, loss of use, or loss of profits arising
thereunder or from the provision of services.
10)
WARRANTY DISCLAIMER: alClick and
Publishers do not make and hereby expressly
disclaim all warranties, express or implied,
with respect to any matter whatsoever,
including, without limitation, the performance
of any software programs incidental to services
rendered by alClick, services
provided thereunder, or any output or results
thereof. alClick and Publishers
specifically disclaim any implied warranty of
merchantability or fitness for a particular
purpose.
11)
LIMITATION OF LIABILITY: Neither
alClick nor Publishers will be subject to any liability whatsoever for (a) any
failure to provide reference or access to all or
any part of the Creative due to systems failures
or other technological failures of
alClick or of the Internet; (b)
delays in delivery and/or non-delivery of a
Campaign, including, without limitation,
difficulties with a Publisher or website,
difficulties with a third-party server, or
electronic malfunction; and (c) errors in
content or omissions in any Creative provided by
Customer. The total liability of
alClick and Publishers arising out
of this campaign or the services provided
thereunder, whether based in contract, tort or otherwise, shall not exceed (1) the amount paid
to alClick for Campaigns run on
Customer's behalf or (2) $10,000, whichever is
less.
12) GENERAL:
This Agreement, including all attachments which
are incorporated herein by reference,
constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or
agreements, written or oral, regarding such
subject matter. Applicable sections shall
survive expiration or early termination of this
Agreement. Nothing in this Agreement shall be
deemed to create a partnership or joint venture
between the parties and neither
alClick nor Customer shall hold
itself out as the agent of the other, except for
that specified in this Agreement. Neither party
shall be liable to the other for delays or
failures in performance resulting from causes
beyond the reasonable control of that party,
including, but not limited to, acts of God,
labor disputes or disturbances, material
shortages or rationing, riots, acts of war, governmental regulations, communication or
utility failures, or casualties. Failure by either party to enforce any provision of this
Agreement shall not be deemed a waiver of future
enforcement of that or any other provision. Any
waiver, amendment or other modification of any
provision of this Agreement shall be effective
only if in writing and signed by the parties. If
for any reason a court of competent jurisdiction finds any provision of this Agreement to be
unenforceable, that provision of the Agreement
shall be enforced to the maximum extent
permissible so as to effect the intent of the
parties, and the remainder of this Agreement
shall continue in full force and effect. Headings used in this Agreement are for ease of
reference only and shall not be used to
interpret any aspect of this Agreement.
13)
ASSIGNMENT: Customer may not assign this
agreement, in whole or in part, without written
consent from alClick. Any reasonable
request to assign this agreement in the event of
a significant change in ownership of Customer,
or such similar event, will be granted Any
attempt to assign this Agreement without such
consent will be null and void.
14)
AD DELIVERY: AlClick uses geo-targeting to serve advertisements to visitors
of your site. Geo-targeting allows advertisements to be delivered to specific
visitors based upon their region which is calculated from their IP address.
Consequently advertisements that are served to a visitor from USA may be
different than those that appear for a visitor from Saudi Arabia. You may not
engage in any activity to mask or hide your original IP address location.
15)
GOVERNING LAW: This Agreement will be
governed by and construed in accordance with the laws of the United Arab Emirates.
16) ABILITY
TO ENTER INTO AGREEMENT: Customer warrants
that Customer (or Authorized Representative of
Customer) is at least 18 years of age, has the
appropriate authority to enter into this agreement, and that there is no legal reason
that Customer cannot enter into a binding
contract.
|
Account Transferability
alClick accounts are not transferable, assignable or resalable in connection with the sale of your site or otherwise. For example, when a site changes ownership or management, the prior owner or manager must cancel the alClick account for the site, and the new owner or manager may sign up for a new alClick account in his or her own name.
Ad Placement
One ad unit may be displayed on each Web site page.
Copyrighted Material
In order to avoid associations with copyright claims, website publishers may not display alClick ads on web pages with MP3, Video, News Groups, and Image Results.
Dialers
Your site must not require or prompt an end user to download a dialer in order to view content of the site.
Incentives
Web pages may not include incentives of any kind for users to click on ads. This includes encouraging users to click on the ads or to visit the advertisers' sites as well as drawing any undue attention to the ads. This activity is strictly prohibited in order to avoid potential inflation of advertiser costs. For example, your site cannot contain phrases such as "click here," "support us," "visit these links," or other similar language that could apply to any ad, regardless of content.
Prohibited Clicks
Any method that artificially generates clicks is strictly prohibited. These prohibited methods include but are not limited to: repeated manual clicks, incentives to click, using robots, automated clicking tools, or other deceptive software. Please note that clicking on your own ads for any reason is prohibited, to avoid potential inflation of advertiser costs.
Site Content
alClick does not accept websites that:
1. Produce, provide or link to:
• any content that would be considered unIslamic
• gambling or casino-related content
• tobacco, beer or alcohol products or content
• sexual content
• profane content
• illegal drugs or related content
• hate speech or hate graphics or anti-religious content
2. Engage in, promote or facilitate illegal or legally questionable activities such as pirating, hacking, spamming and infecting
3. Are hosted by a free service, are personal home pages, provide free URL redirection, or do not own the domain they are under
4. Are under construction
5. Sponsor "incentivized clicks," are " pay-to-surf" programs, or use resident desktop objects such as bars and window frames
6. alClick ads are in English and Arabic, websites must contain English or Arabic language content.
7. alClick requires above-the-fold placement (banner must appear within 500 pixels from the top of the browser window)
Site Responsiveness
Sites must respond adequately to support requests and enquiries of their users.
|