IN Terms of Service – Publisher

Last updated on: February 2, 2023

1. SCOPE OF WORK

This Agreement shall apply each time the Publisher engages the Company to provide services pursuant to a Scope of Work. Each Scope of Work shall be in such other form as the Parties may mutually agree (each, a “Scope of Work”). To the extent that any provision set forth in any Scope of Work is contrary to, or inconsistent with, the provisions set forth in the body of this Agreement, the provisions of the Scope of Work shall govern and control.

2. ACCESS TO THE SERVICES

a.The Publisher’s use of the Services is subject to its creation and the Company’s approval of a Company account.

b. The Publisher hereby permits the Company to serve advertisements and other content (“Ads”) for placement on a web site or mobile application that the Publisher controls (a “Property”). In addition, the Publisher hereby grants to the Company the right to access, index and cache the Properties, or any portion thereof, including by automated means, solely for the purposes of providing the Services under this Agreement and as reasonably necessary. The Company may refuse to provide its services (the “Services”) to any Property.

3. USE OF SERVICES

a. The Publisher may use the Company’s Services only as permitted by the terms hereof and any applicable laws. Misuse of the Services is prohibited. The Company may terminate this Agreement upon any misuse thereof. For example, the Publisher may not interfere with the Services or try to access them using a method other than the interface and the instructions that are provided by the Company.

b. By using company Services, Publisher agrees to (1) these Terms of Service, (2) the Company Program Policies, which include but are not limited to the Content Policies (collectively, the “Company Policies”), and (3) the Company Branding Guidelines (collectively, the “Company Terms”). In the event of a conflict, these Terms of Service take precedence over any other terms in the policies and guidelines enumerated in numbers (2) and (3) above.

c. The Company shall ensure that the Ads placed on the Properties are consistent with, and do not violate any applicable laws. The Company shall ensure that the Ads are consistent with the advertising standards and codes as applicable in India.

d. The Publisher will not distribute Ads on any of the following website: (a) website that contain material that infringes the rights of others ( including but not limited to copyright and other intellectual property rights ) or which promote copyright piracy, (b) websites with pornography, adult content, sexual or erotic material or websites that contain links to such content, (c) websites with gratuitous displays of violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm, (d) websites promoting any hate mongering ( racial, political, ethnic, religious, gender based, sexuality based or personal ), (e) websites that participate in or transmit inappropriate newsgroup postings or unsolicited email (spam) websites promoting any type of illegal substance or activity, (f) websites with illegal, false or deceptive investment advice, (g) websites that provide incentives of any nature to require or encourage users to click on Ad banners, (h) websites that are under construction or incomplete websites with extremely limited audiences or viewership websites with any type of content reasonable public consensus deems to be improper or inappropriate, and (i) website that in any way violates any applicable local, national or international law or regulation of any applicable jurisdiction.

4. CHANGES TO THE SERVICES

The Company may add or remove functionalities or features of the Services at any time, and the Company may suspend or stop a Service altogether.

5. Payment & Terms

a. Subject to this Section and Section 6 of these Terms of Service, the Publisher will receive payment related to the number of valid clicks on Ads displayed on its Properties, the number of valid impressions of Ads displayed on its Properties, or other valid events performed in connection with the display of Ads on its Properties. This payment will be made only if and when Company determines that its Properties have remained in compliance with the Company Terms for the entirety of the period for which payment may be due and through to the date that the payment is issued.

b. Payment Terms: 45 Days After Invoice submission.

c. If the Publisher’s Account is in good standing through to the time when Company issues a payment, Company will pay Publisher following any calendar month in which the balance reflected in their Account equals or exceeds the applicable payment threshold, if any. If Company is investigating Publisher’s compliance with the Company Terms or it has been suspended or terminated, Publisher’s payment may be delayed or withheld. To ensure proper payment, Publisher is responsible for providing and maintaining accurate contact and payment information in its Account.

d.The Publisher is responsible for any charges assessed by your bank or payment provider, including any bank fees.

e.Unless expressly authorized in writing by Company, Publisher may not enter into any type of arrangement with a third party where that third party receives (a) payments due to Publisher under this agreement or (b) other financial benefit in relation to the Services.

Payments will be calculated solely based on Company’s accounting. The Publisher hereby acknowledges and agrees that payment for each ad impression served on the Publisher’s properties is strictly subject to and is conditional upon payment of ad revenue for the same ad impression by the advertiser. The Publisher further hereby acknowledges and agrees that, there could be delays in the payments in case of reconciliation of impressions with the advertisers, and that the payment to the Publisher is conditional on the impression count with the advertiser. Company has the right to withhold or adjust payments to the Publisher to exclude any amounts that Company determines arise from invalid activity. Invalid activity includes, but is not limited to, (i) spam, invalid clicks, invalid impressions, invalid queries, invalid conversions, or other invalid events on Ads generated by any person, bot, automated program or similar device, including through any clicks, impressions, queries, conversions, or other events originating from Publisher’s IP addresses or computers under Publisher’s control; (ii) clicks, impressions, queries, conversions, or other events solicited or generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled or who are otherwise tampering with ad serving or measurement; (iv) any click, impression, query, conversion, or other event occurring on a Property that does not comply with the Company Policies; (v) any click, impression, query, conversion, or other event occurring on a Property associated with another Company Account you use; and (vi) all clicks, impressions, queries, conversions, or other events in any Account with significant amounts of invalid activity, as described in (i-v) above or with the types of invalid activity indicating intentional misconduct. In the event Company detects invalid activity, either before or after issuing a payment for that activity, Company reserves the right to debit your Account, and adjust future payments accordingly, for all invalid clicks, impressions, queries, conversions, or other events including for all clicks, impressions, queries, conversions, or other events on Properties that do not comply with the Company Policies. Additionally, Company may refund or credit advertisers for some or all of the advertiser payments associated with a Publisher’s Account. Publisher may acknowledge and agree that, whenever Company issues such refunds or credits, it shall not be entitled to receive any payment for any associated use of the Services.

6. TERMINATION, SUSPENSION, AND ENTITLEMENT TO FURTHER PAYMENT

a.Company may at any time, without providing a warning or prior notice, temporarily suspend further payments on Publisher’s Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate the Publisher’s Account because of, among other reasons, invalid activity or the Publisher’s failure to otherwise fully comply with the Company Policies. Company can terminate the Publisher’s participation in the Services, and close its Account, if it remains inactive for a period of 6 (six) or more consecutive months. If Company closes the Publisher’s account due to inactivity, and the balance reflected in the Account equals or exceeds INR 100,000 (applicable threshold), Company will pay Publisher that balance, subject to payment provisions in Section 5.

b.If Company terminates Publisher’s Account due to your breach of the Company Terms, including, but not limited to, Publisher causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with the Company Policies, Publisher will not be entitled to any further payment from Company for any prior use of the Services. If Publisher breaches the Company Terms or Company suspends or terminates Publisher’s Account, the Publisher (i) is prohibited from creating a new Account, and (ii) may not be permitted to monetize content on other Company products.

If you dispute any payment made or withheld relating to your use of the Services, or, if Company terminates your Account and you dispute your termination, you must notify Company within 30 (thirty) days of any such payment, non-payment, or termination by submitting an appeal. If you do not, any claim related to the disputed payment or your termination is waived.

You may terminate your use of the Services at any time by completing the account cancellation process. Your Company Account will be considered terminated within 10 (ten) business days of Company’s receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds INR 10,000 (applicable threshold), we will pay you that balance, subject to the payment provisions in Section 5, within approximately 90 (ninety) days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.

7. TAXES

As between Publisher and Company, Company is responsible for all taxes (if any) associated with the transactions between Company and advertisers in connection with Ads displayed on the Properties. Company is responsible for all taxes (if any) associated with payments to Publishers in relation to the Services. All payments to Publishers from Company in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

8. Testing; Beta Features

a.Company may periodically conduct tests that may affect the Publisher’s use of the Services. Company shall use its best efforts to limit such tests to avoid adverse effects to Publisher. The Publisher acknowledges that these tests are to ensure the timeliness and validity of Company’s services, and that you shall not be entitled to notice, or compensation related to the tests, or any impact from such tests.

b.As Company develops and adds features to its Program, certain Program features may be identified as “Beta” or as otherwise unsupported or temporary (“Beta Features”). Publisher may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features. Company may cease providing Beta Feature(s) at any time in its discretion, and may not, in its discretion, provide any technical support services in relation to Beta Features. Beta Features shall be considered Company’s Confidential Information.

9. INTELLECTUAL PROPERTY; BRAND FEATURES

a.Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.

b.If Company provides Publisher with a software in connection with the Services, Company grants Publisher a non-exclusive, non-sublicensable license for the use of such software. This license is for the sole purpose of enabling Publisher to use and enjoy the benefit of the Services as provided by Company, in the manner permitted by the Agreement. Publisher may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or Publisher has company’s written permission. Publisher will not remove, obscure, or alter Company’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Company services, software, or documentation.

c.Company grants Publisher a non-exclusive, non-sublicensable license to use Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with Publisher’s use of the Services and in accordance with the Company Terms and in its presentations, marketing materials, customer lists and financial reports. Company may revoke this license at any time. Any goodwill arising from Publisher’s use of Company’s Brand Features will belong to Company.

d.Publisher is the sole owner of any and all intellectual property rights associated with the Publisher’s platform, other than Company’s trademarks, logos and other pre-existing Company’s intellectual property displayed via Publisher’s platform.

e.Company may include Publisher’s name and Brand Features in its presentations, marketing materials, customer lists and financial reports. The Publisher may revoke this license at any time.

10. PRIVACY

a.The Company’s privacy policy explains how the Company treats Publisher’s personal data and protect privacy when Publishers use its Services. By using the Company’s services, Publisher agrees that Company can use such data in accordance with Company privacy policy, which can be made available upon request.

b.The Publisher will ensure that at all times it uses the Services, the Properties have a clearly labeled and easily accessible privacy policy that provides end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management. Publisher will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device- specific information, location information, or other information on the end user’s device in connection with the Services where such consent is required by law.

11. CONFIDENTIALITY

The Publisher agrees not to disclose Company Confidential Information without prior written consent. “Company Confidential Information” includes: (a) all Company software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by Company that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Notwithstanding this section, the Publisher may accurately disclose the amount of the Company’s gross payments resulting from its use of the Services.

12. INDEMNITY

The Publisher agrees to indemnify and defend Company, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Company; its use of the Services; or your breach of any terms of the agreement; Company’s advertisers are third-party beneficiaries of this indemnity.

13.REPRESENTATIONS; WARRANTIES; DISCLAIMERS

a. The Publisher represent and warrant that (i) it has full power and authority to enter into the Company Terms; (ii) it is the owner of, or is legally authorized to act on behalf of the owner of, each Property; (iii) it is the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iv) Company has never previously terminated or otherwise disabled a Company Account created by you due to your breach of the Company Terms, including due to invalid activity; (v) entering into or performing under the Company Terms will not violate any agreement Publisher have with a third party or any third-party rights; and (vi) all of the information provided by Publisher to Company is correct and current. The Company represents and warrants that it has full power and authority to enter into the Agreement and perform the terms herein.

b. OTHER THAN AS EXPRESSLY SET OUT IN THE COMPANY TERMS, THE COMPANY DOES NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, COMPANY MAY REFUSE TO SERVE ADVERTISEMENTS AND OTHER CONTENT (“ADS”). COMPANY DOES NOT GUARANTEE THAT EVERY PAGE WILL RECEIVE ADS OR THAT COMPANY WILL SERVE A CERTAIN NUMBER OF ADS. ADDITIONALLY, COMPANY DOES NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET PUBLISHER NEEDS. COMPANY PROVIDES EACH SERVICE “AS IS”, SUBJECT TO THE TERMS OF THIS AGREEMENT.

c. TO THE EXTENT PERMITTED BY LAW, SUBJECT TO THE TERMS OF THIS AGREEMENT, COMPANY EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. COMPANY EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

14. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR PUBLISHER’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE COMPANY TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE COMPANY TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE COMPANY TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE COMPANY TERMS DURING THE 12 (TWELVE) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Company Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

15. TERMS AND TERMINATION

a. Term. The term applicable to the engagement of the Company hereunder with respect to any
services shall be set forth in one or more Scopes of Work covering the provision of such
Services by the Company hereunder.

b. Termination.

-(i) This Agreement may be terminated:

b. by either party immediately if (1) the other party commences a proceeding under any bankruptcy, insolvency, or similar law or (2) any such proceeding is commenced by a third party against such other party and not dismissed within sixty (60) days thereafter;

c. by either party immediately upon the other party making a general assignment for the benefit of creditors;

d. by either party if the other party breaches any of its material obligations, covenants, or agreements hereunder and such breach is not cured within a reasonable period of time (in light of the nature of, and circumstances surrounding, such breach, but not to exceed sixty (60) days in any event) following the breaching party’s receipt of written notice thereof from the non-breaching party;

d. at any time upon the mutual written agreement of the parties; and

. by either party upon written notice after the three-year anniversary of the date hereof.

16. MISCELLANEOUS

a. Entire Agreement; Amendments

The Terms are the entire agreement relating to Publisher’s use of the Services and supersede any prior or contemporaneous agreements on that subject. The Company Terms may be mutually amended (i) in a writing signed by both parties that expressly states that it is amending the Company Terms, or (ii) as set forth in Section 4, if Publisher keeps using the Services after Company modifies the Company Terms.

b. Assignment

Publisher may not assign or transfer any of its rights under the Company Terms.

c. Independent Contractors

The parties are independent contractors and the Company Terms do not create an agency, partnership, or joint venture.

d. No Third-Party Beneficiaries

Other than as set forth in Section 12, the Company Terms do not create any third-party beneficiary rights.

e. No Waiver

 

Other than as set forth in Section 6, the failure of either party to enforce any provision of the Company Terms will not constitute a waiver.

f. Severability

 

If it turns out that a particular term of the Company Terms is not enforceable, the balance of the Company Terms will remain in full force and effect.

g. Survival

Sections 5, 6, 8, 12, 14 and 15 of these Terms of Service will survive termination.

h. Governing Law; Venue

All claims arising out of or relating to the Company Terms or the Services will be governed by the laws of India and the Courts at New Delhi shall have exclusive jurisdiction

i. Arbitration

All dispute and differences arising out of or in connection with or relating to the Terms shall be settled under the Rules of Delhi International Arbitration Centre (“Rules”) by a sole arbitrator appointed in accordance with the Rules. The seat of the arbitration shall be Delhi and the venue shall be the Delhi International Arbitration Centre, Delhi. The language of the arbitration shall be English.

j. Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

k. Communications

In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings.