”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 created by an advertiser.
“BMG NETWORK” means the advertising network owned and operated by BARRACUDA MEDIA GROUP LTD.
• In order to be eligible to become a BMG NETWORK Publisher, all websites or affiliated websites or publishers must meet the following criteria:
• be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers
• Be fully functional at all levels; no “under construction” sites or sections
• Although we do not work on an exclusive partnership, working directly with our partners is not allowed, at least not for the first 3 months of ending with our relationship
• The content of the publishers, websites or affiliated websites cannot infringe on any personal, intellectual property or copyrights including but not limited to:
• Racial, ethnic, political, hate-mongering or otherwise objectionable content
• Investment, money-making opportunities or advice not permitted under law
• Gratuitous violence or profanity
• Material that defames, abuses, or threatens physical harm to others
• Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
• Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc)
• Hacking or Phreaking
• Any illegal activity whatsoever
• Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic
• Adult content/ Porn etc.
This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days’ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. BMG NETWORK reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason
During the month a publisher may view the online reports within BMG NETWORK reporting system, which in ALL ways are estimate numbers that can be changed until 15 days after the end of the month. Campaigns can be customized at any time by the BMG NETWORK team to comply with advertiser’s ad serving numbers. At the end of the month the reports are frozen and within 15 days will include the definitive numbers of earnings. This also states that the BMG NETWORK stats will be leading in every case.
Representations and Warranties
• You represent and warrant that: Your Media is in compliant with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
• You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
• You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed;
• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
• You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from BMG NETWORK that allows us to measure ad performance and provide its service (“Site Data”);
• If instructed to do so by BMG NETWORK and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data
• You acknowledge that BMG NETWORK does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;
• You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
• If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;
• If any errors or undesirable results occur due to no fault of BMG NETWORK, BMG NETWORK shall not be responsible for losses and You may not be compensated
Placement of Ads
Site may NOT place any BMG NETWORK, Advertisements on alternative publishers or websites without written consent and approval of BMG NETWORK Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA)/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, BMG NETWORK reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the company and/or set a financial penalty in the amount of $10K (USD) or a higher sum, based on the damages caused to BMG NETWORK
Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL BMG NETWORK BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF ADSNETTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADSNETTO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY ADSNETTO, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADSNETTO DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY ADSNETTO IS ACCURATE, COMPLETE OR CURRENT
You shall indemnify, defend and hold BMG NETWORK 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 Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. BMG NETWORK shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of BMG NETWORK’s advertising creative provided in connection with operating a Program
Assignment and Jurisdiction
BMG NETWORK may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of BMG NETWORK, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of Israel You expressly consent to the exclusive venue and personal jurisdiction of the state of Israel for any actions arising from or relating to this Agreement.
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
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
This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. 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 you when signing up for the service by certified mail, fax, email or courier. BMG NETWORK reserves the right to change any conditions of this contract at any time. The Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by BMG NETWORK.
Rev-share/CPM deal based on placements generated by BMG NETWORK Reporting Source – All reported numbers for the purposes of billing and general delivery reporting are based on own server reports