PUBLISHER’S AGREEMENT

This Agreement (“Agreement”) is effective and accepted by publisher by applying or submitting an online registration form and governs the relations between Bizzclick Corp., located at 1840 Southwest 22nd street, PMB 4-1136 MIAMI, Florida 33145 EIN 38-4062133, (“Company”) and the “Publisher”. This Agreement governs advertising delivered through Publisher’s Web site(s) or platform(s) (the “Publisher’s Site(s)”). Company and Publisher agree as follows:
A. Company plans advertising campaigns and buys advertising media on behalf of its clients.
B. Publisher sells certain advertising products and services that it is willing to make available in support of Company’s clients’ advertising campaigns.
C. Publisher desires to sell and Company desires to purchase certain of Publisher’s products and services in accordance with the terms set forth in this Agreement. NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

DEFINITIONS

”Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders is created by an advertiser.

“Advertiser(s)” means one or more customers of Company which create the Advertising Material, and authorizes Company Interactive as its agent to include it on the Publisher’s Site(s).

“Approved Monthly Delivery” means the amount of inventory to be delivered for each calendar month of the campaign as stated in the Order.

“Approved Monthly Spend” means the amount of money that Company sets as spending limit, and for which it will be liable for any calendar month if specified under a particular Order.

“Company HTML Insertion Code” means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher’s Site(s).

“Company Network” means the advertising network owned and operated by Company.

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Site(s).

“Order” means an insertion order that is submitted by Company and is accepted by Publisher, or an online order via the Internet, which is a proposal that is submitted by Publisher in response to a request for proposal and is accepted by Company.

”Publisher Earnings” and “Company Earnings”. “Publisher Earnings” means the total revenue Company generates by running advertising campaigns for Publisher using the Advertising Materials less “Company Earnings”,and subject to the Total Spend. “Company Earnings” are calculated at the campaign level at the sole and absolute discretion of Company. Company evaluates each advertising campaign and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher’s site(s) and Company’s Network as a whole.

AGREEMENT

Section 1. Order, Delivery, and Adjustments.

1. Relationship. From time to time, the parties may negotiate the terms under which Publisher will deliver Advertising Material for advertising campaigns to its Site(s) for the benefit of each Advertiser.

Section 2. Invoicing and Payment.

2.1. Payment. Within 30 days after the last day of each calendar month Company will pay Publisher its Publisher Earnings for Advertising Material actually delivered by Publisher to each of Publisher’s Site(s) approved by Company during the applicable calendar month and for which Company has been paid by the Advertiser in accordance with Section 3.2 herein, subject to the applicable Order’s specifications, terms and conditions. Publisher acknowledges that Company bills its Advertisers, and pays its Publishers, based on actual delivery. Additionally there is a minimum threshold on publisher payments in the amount of $50 dollars (if via Paypal) and $100 (if via Bank Transfer), and any publisher below this threshold will receive payment when the cumulative reaches the minimum.

2.2. Publisher acknowledges that Company operates as an Ad Exchange and is therefore reliant on payment by Advertisers to Company before Company will pay Publisher. Company will use reasonable endeavors to pay Publisher the relevant advertising revenue less the revenue share within 30 days of receipt of the relevant ad revenue from the Advertiser. Company does not guarantee that payment by Advertiser will be made. Accordingly, payment for the display of each Advertisement is strictly subject to and conditional upon the payment of fees for the same Advertisement ("Ad revenue") by the relevant Advertiser. In the event that Company does not receive full payment of the Ad revenue, Company shall not be liable to make any corresponding payment to Publisher. Publisher acknowledges and agrees that Company has no liability to pay Publisher in the event that Publisher does not receive the relevant Ad revenue from the Advertiser.

2.3. Liability for Publisher’s Revenue. Publisher understands and agrees that Company acts solely as an agent for the Advertisers; and that Company shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to Company (hereinafter called “Cleared Funds”). Company agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Company, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein. Company shall not pay for clicks generated from Company house banners. Clicks from Company house banners will result in no revenue for Publisher.

2.4. Invoicing and Payments:

  • If Publisher Submits an Invoice. Publisher shall ensure that invoices display the time period being billed. Publisher shall invoice y on a calendar monthly basis, in the month following delivery. Invoices shall be based on actual delivery amounts, not contracted numbers. All invoices received by Company will be considered final and correct after 30 days of receipt unless Company disputes the accuracy of an invoice by a written notice to Publisher, in case the dispute shall be resolved as provided herein.
  • If Publisher Does Not Submit an Invoice Company makes its own final determination of the Publisher’s due balances on the first day of the calendar month after previous calendar month. This determination shall be calculated based on the amount of traffic as counted by the Company tracking system, multiplied by the fixed rate or revenue share percentage and as it is displayed in the publishers information within the Company system. Publisher shall notify Company in writing that it disputes the calculation within 45 days after the last calendar day of the month in question. All Company calculated payments after that period shall be deemed to be correct and final.
  • Disputes:
    • If Publisher issues an invoice. If Publisher issues an invoice, and Company disputes all or a portion it, Company shall pay the part of the invoice that is undisputed. The disputed part of the invoice shall be negotiated between the parties until agreement is reached and Company shall then pay the agreed upon price of the disputed amount.
    • If Publisher does not issue an invoice. If Publisher disputes all or part of a balance calculated by Company according to its tracking system, Company shall pay the undisputed part, and the disputed part shall be negotiated between the parties until agreement is reach, and Company shall then pay the agreed upon amount

2.5. Taxes. Company assumes no responsibility for paying income taxes on behalf of Publisher. By participating in the Company Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence thereof. Company shall provide Publisher with appropriate tax information, including earnings on Form 1099. Publisher residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to Company for tax reporting purposes. In no event will payments be made on accounts that have not provided proper tax identification information. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.

2.6 Fraudulent impressions. Company reserves the right to withhold the payment of invoice if fraudulent impressions or click spam exceeds 10% of the total impressions delivered by a publisher. The invoice shall be put on hold until circumstances are clarifies and parties reach reasonable decision. More information can be found in Section 3.4 herein.

Section 3. Advertising Materials.

3.1. Delivery of Advertising Material. Company shall provide all Advertising Material to Publisher via servers of Company. Publisher shall obtain the Advertising Materials from the Company services at the time of delivery the Advertising Materials for a specific advertisement. If Publisher is unable to obtain the Advertising Materials from the Company servers on a consistent basis, Publisher shall cease delivering Advertising Material and shall contact Company promptly, but in no event more than one business day after the problem first occurred. Publisher shall not resume the display of Advertising Materials until Company directs Publisher to do so. In the event of a persistent outage of the Company servers, Company may, at its option, provide Publisher with the Advertising Materials directly, and may direct Publisher to serve the Advertising Materials from its servers.

3.2. Company HTML Insertion Code. Publisher shall place the Company HTML Insertion Code on all appropriate pages within its Site(s). Publisher shall not alter, sell or disclose the Company HTML Insertion Code in any way without Company’s prior written consent. The Company HTML Insertion Code for Advertising Material may not be used on a web page other than one located at an approved Site and may not be distributed or submitted to any newsgroup, email distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved Web Site. Use of any marketing techniques, such as Run On Network or any other is forbidden, unless agreed in written form with Company. In case of using such techniques the following consequences will apply immediately: site rejection, revenue blocking or account refusal without any payment obligation from Company for all the traffic provided by such Publisher.

3.3. Modification of Advertising Material. Advertising Material must not be modified from original format without consent from Company. Advertising Material cannot be placed in email messages. Publisher can not alter, copy, modify, take, sell, reuse, or divulge any computer code for the Advertising Materials, except as is necessary to partake in the Company Network, provided, however, with the prior approval of Company, the Publisher may, in certain instances, modify the Advertising Material computer code for purposes of inserting certain pre-approved language above or below the Advertising Material. Requests for language approval should be sent to support@bizzclick.com. If Publisher violates this provision, Company, may, at its option, either reduce or eliminate any and all payments due hereunder, and/or terminate this Agreement as provided herein.

3.4. Recording of Service Counts. Company shall have the sole responsibility for calculation of statistics, including Impressions and click-through numbers. Greenwich Mean Time (GMT) shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online at https://ssp.bizzclick.com. Publisher understands that Company’s online statistics may not be 100% accurate and that Company may make adjustments to Publisher’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 that coding on Publisher’s Site(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Publisher agrees to respond to the email generated by Company technical support within 48 hours. If Publisher does not respond to this alert, Company reserves the right to (a) withhold payment on all Impressions and clicks delivered after the 48-hour period has expired, or (b) not show any revenue-producing Advertising Material on the relevant Site(s).

3.5. Fraudulent Impressions & Click Spam. Any methods and or means direct or indirect, intentional, accidental, incidental, that artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Final counts of impressions or clicks and revenue earned, and amounts to be paid to publisher will be decided solely on the basis of reports generated by Company’s advertising systems/ad server(s) and the assessment of publisher data by the Company Policy Team. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, blind text links, running ‘spiders’ against the Publisher’s own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by Company, acting reasonably, or based on industry practices) click-throughs and/or impressions. Advertising Material may not be placed on pages, which reload automatically. Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than Company’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Company may terminate this Agreement effective upon delivery of notice and at its sole discretion withhold any payments due to publisher. Such determination and action is at the sole discretion of Company and is not in lieu of any other remedy available at law or equity. Company’s ad server(s) will be the official counter for determining the number of Advertising Material delivered, and amounts payable under this Agreement. Additionally Company may withhold amounts relating to advertiser chargebacks or credits from payment to publisher if Company and Company Policy Team in its sole reasonable discretion, believes the performance related to them is fraudulent or invalid in nature, or if Company was charged or credited back in their respect by any customer. Payment amounts displayed in Company reporting systems may be adjusted at any time and may not reflect final payment to publisher as per adjustments made hereunder.

Section 4. Eligible Site(s).

Company reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. The following are examples of sites that are not eligible for participation:

  • sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc.)
  • sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
  • sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
  • sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
  • sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
  • sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.)
  • sites with illegal, false or deceptive investment advice and money-making opportunities
  • sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
  • sites that are under construction or incomplete
  • sites with extremely limited audiences or viewership
  • sites with any type of content reasonable public consensus deems to be improper or inappropriate
  • sites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.

At any time Company may investigate any Site for violation of this Agreement. Company regularly performs compliance audits. If Company determines that Publisher’s Site(s) includes any undesirable content, Company may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising Material on such Site(s) . In no event, will Company or its Advertisers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Publisher’s receipt of such notice from Company.

Section 5. Representations and Warranties.

Publisher represents and warrants to Company that:

  • All content, products, and services on the Site(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights; and
  • The Site(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement; and
  • The Site(s) are free of any “worm”, “virus” or other device that could impair or injure any person or entity; and
  • It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations; and
  • It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher will not conflict with or a cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher is a party or subject.

Section 6. Term and Termination.

  • Term. Subject to the early termination rights of either party herein, the term of this Agreement shall be 1 year from the date first written above; and it shall renew automatically for subsequent one-year periods unless either party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the Agreement.
  • Termination by Either Party. Notwithstanding Section 8.A above, either party may terminate this Agreement at any time for one of the following reasons for any reason whatsoever, upon 30 days written notice to the other party. Notice may be provided via e-mail or any other public means and will be effective 30 days after its transmission.
  • Termination by Company. Notwithstanding Sections 8.A and B above, Company shall also have the right to terminate this Agreement because of either of the following reasons:
    • Immediately upon written notice of because Publisher has breached Section 3.6 herein; or
    • Upon the time periods specified in Section 7 herein upon a campaign discontinuance in accordance with that Section.

Section 7. License and Intellectual Property.

Company shall use the trade names or trademarks of the other party or Advertisers without prior written approval from the party owning such name or mark.

Section 8. Privacy

8.1. Privacy Policy. Each party shall include conspicuously on its Site(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Site(s).

8.2. Privacy Representations and Warranties. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable laws and regulations (including but not limited to laws governing privacy, and data protection). Publisher warrants that it shall comply with the Self-Regulatory Principles Governing Online Preference Marketing promulgated by the Network Advertising Initiative (available at http://www.networkadvertising.org/aboutnai_principles.asp).

Section 9. Confidentiality.

Publisher agrees that the Client List is sensitive and highly confidential information that it shall use solely for its performance under this Agreement, and that it and its officers, employees, directors, members, agents and representatives shall not disclose it to any other party for any purpose without the prior written consent of Company. Publisher shall ensure that each of the persons or parties in the previous sentence have signed confidentiality agreements with Publisher consistent with the aforesaid sentence before it may disclose the Client List to them. Notwithstanding the previous two sentences, however, Publisher may disclose to any third party the existence of its relationship with Company; but it cannot disclose the Client List or the existence or nature of Company’s relationship with any Advertisers included in the Client List. Publisher’s obligations under this paragraph shall continue indefinitely following the date of termination of this Agreement.

Section 10. Indemnification.

The Publisher agrees to indemnify and hold Company and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the Publisher in the Company Network, (ii) operation of the Publisher’s Site(s) submitted to Company for participation in the Company Network or (iii) otherwise arising from Publisher’s relationship with Company. The Publisher also agrees to indemnify Company for any legal fees incurred by Company, acting reasonably, in investigating or enforcing its rights under this agreement.

Section 11. Disclaimers, Exclusions and Limitations.

Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, Company MAKES, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL Company BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL Company’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.

Section 12. Non-Circumvention.

During the Term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Publisher agrees that it will not do business directly or indirectly with any Advertiser specified in an Order, or directly or indirectly solicit or induce such Advertiser to do business directly with the Publisher. Publisher understands and agrees that this prohibition is a key consideration and inducement for Company to enter into this Agreement with Publisher, and to provide the services hereunder.

Section 13. General.

13.1. Inconsistency with Order. In the event of any inconsistency between an Order and this Agreement, the terms of the Order shall prevail.

13.2. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of England and Wales and each of the parties submits to the exclusive jurisdiction of the courts of England and Wales.

13.3. Assignment. Any assignment, transfer or delegation by Publisher of its rights or duties hereunder will be governed by this Agreement, subject to the parties’ termination rights hereunder.

13.4. No Prior Agreements. This Agreement, together with all fully-executed Addendum, attachments and exhibits attached hereto, and all proper Orders, contains every obligation and understanding between the parties regarding the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements and understandings, if any, regarding the subject matter hereof.

13.5. Severability, Rights Cumulative. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative. The Parties represent that they fully acknowledge and agree to the terms of this Agreement by using the Company services.