Terms and Conditions
- Restrictions & Obligations
Publisher shall not allow advertisements to be placed on sites that have or promote illegal content or pornographic content. If Advertiser requests that advertisements be removed from or not placed in any shall context, Publisher will promptly comply with such request.
- Limitation of Liabilities
Neither party shall have any liability to the other party for loss of profits or other consequential, special, Indirect, or incidental damages, based upon a claim of an advertiser or any other type or nature. Even if advised of the possibility of such damages. In any event Neither parties total obligations and/or liability can never exceed the charge for the total cost of this agreement.
- Governing laws and disputes
This agreement shall be deemed to have been made and entered into in the State of New York and the laws of the state of New York. Should a dispute arise under the terms of this Agreement, the prevailing party shall be entitled to recover collection, processing, attorney, legal and court costs as well as it’s attorney’s fees and costs incurred in any appeal thereof.
Sixty (60) days after the last day of each calendar month, GrowinTech will pay Publisher its Publisher Earnings for Advertising Material actually delivered by Publisher to each of Publisher’s Site(s) approved by GrowinTech during the applicable calendar month and for which GrowinTech has been paid by
the Advertiser. GrowinTech determines Publisher Earnings by aggregating metrics of all Sold Advertiser Impressions reported by GrowinTech’s Advertising Demand Platforms. Publisher acknowledges that GrowinTech bills its Advertisers, and pays its Publishers, based on actual delivery. GrowinTech monitors traffic sources and users’ behavior, and in case of Fraudulent Activity, GrowinTech may deduct or withhold payments from Publisher. Fraudulent Activity means any fraud on Publisher, including without limitation any of the following: (a) fictitious banner views; (b) automated and/or fraudulent clicks on any marketing materials; or (c) promoting the banner in violation of any applicable law including, without limitation, any law or regulation prohibiting “spam” or other electronic messages.
- Payment Liability
Publisher understands and agrees that GrowinTech acts solely as an agent for the Advertisers; and that GrowinTech shall only be liable to Publisher for Publishers Earnings based on payments from Advertisers that it has received without restrictions that constitute immediately available funds to GrowinTech for Media placed in accordance with the Order. For sums not cleared to GrowinTech, Publisher agrees to hold Advertiser solely liable. Publisher understands that Advertiser is GrowinTech’s disclosed principal and GrowinTech, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this. GrowinTech agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.
Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“Recipient”), including the Advertisement descriptions and the pricing of the Advertisement and the terms hereof, shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know same and that is bound by written confidentiality obligations at least as strict as those contained herein. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement.
Each party shall defend, indemnify and hold harmless the other party, its affiliates, employees, successors and assigns, against and from any and all third party claims, \liabilities, damages, fines, penalties and costs of whatsoever nature (including reasonable attorney’s fees and costs), caused by or arising out of any action or inaction of the indemnifying party with respect to such party’s violation of any intellectual property rights, willful misconduct or negligence. In any cases the indemnification liability of GrowinTech to publisher under this IO shall not exceed the aggregated value of the invoices issued to GrowinTech in the 3 months immediately preceding the first claim of the indemnified party.
- TERM AND TERMINATION
This Agreement will commence on the date first written below and will continue until the earlier of. Either party may terminate this agreement without cause upon giving thirty (30) days prior written notice thereof.