Last updated on : March 20, 2023

Welcome to Doceree !

1. Scope of Work

This Agreement shall apply each time the Publisher engages Doceree 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. During the term of this Agreement, Doceree will maintain and provide the Publisher access to the Services by creating a web-based Publisher account (the “Account”) which allows the Publisher the ability to self-manage their advertising inventory space available to sell to Doceree’s Advertisers using the Services. The Account will also provide access to reports detailing sales and payments; access to the rules of participation detailed in Section 3(b) of this Agreement and other needful functions to manage the Publisher’s account. The Publisher is responsible to maintain the accuracy of the Account’s payment method and contact information in order for Doceree to notify and pay them according to the terms of this Agreement.
b. The Publisher hereby permits Doceree to serve advertisements and other content (“Ads”) for placement on one or more web sites the Publisher controls (a “Property” or the “Properties”) when they make them available on their Account (“Inventory”). In addition, the Publisher hereby grants to Doceree the right to access, index and cache the Publisher’s Inventory, or any portion thereof, including by automated means.

3. Doceree’s Terms of Use Policies

a. The Parties are required to provide or use the Services only as permitted by the terms hereof and any applicable laws. Misuse of the Services by either Party is prohibited and subject to a termination according to Section 15 of this Agreement.
b. By using the Services, the Publisher agrees to adhere to Doceree’s Terms of Use Policies , which include but are not limited to the certain content rules and branding guidelines (collectively, the :”Terms of Use Policies”). The Terms of Use Policies will be made available to the Publisher either on their Account or by providing in writing pursuant to the notice section of this Agreement. In the event of a conflict, the terms of this Agreement take precedence over the Terms of Use Policies or other terms in Doceree Policies and Doceree Guidelines.

4. Changes to our Services

Doceree may modify the Services, so long as such modifications; (i) do not impose new material obligations on the Publisher, unless such modifications are intended to address new laws issued or a reasonably sufficient time, in light of the modification, is provided to the Publisher to come into compliance with the modifications; and (ii) such modifications are applied with respect to all other similarly situated entities or individuals using the Services. Nothing herein shall prohibit Doceree from offering new features or providing new versions of an existing Services while sun setting an older version as long as at least sixty days advanced notice is provided of such. If changes to the Services involve fees to increase or payments to decrease for the Publisher, Doceree will provide the Publisher with at least sixty (60) days prior written notice and allow the Publisher to terminate the Agreement if the fee or payment changes are not acceptable to the Publisher.

5. Payment

a. Subject to executed Scopes of Work and the terms of this Agreement, the Publisher shall 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 the Publisher’s Properties.
b. Doceree will pay the Publisher by the end of the calendar month following any calendar month in which the balance reflected the Publisher’s account equals or exceeds the applicable payment threshold of one hundred US dollars. Unless as otherwise provided in this Agreement, if the Publisher’s $100 threshold is not met the payment for the ads inventory sold, the payment will carry forward to future months during the term of this Agreement.
c. The Publisher is responsible for any charges assessed by the Publisher’s bank or payment provider, including any bank fees.
d. Unless expressly authorized in writing by Doceree, the Publisher may not enter into any type of arrangement with a third Party where that third Party receives (a) payments due to the Publisher under this Agreement or (b) other financial benefit in relation to the Services.
e. Publisher is able to use their Account to access the real time payment information, which is how payment from Doceree to Publisher will be managed and paid according to the terms of this Agreement.
f. The Publisher hereby acknowledges and agrees that it is only entitled to payment for it use of the Services for which Doceree has been paid. If Doceree does not receive payment from an Advertiser on funds due after thirty days, Doceree will suspend the Advertiser from using the Services until they pay for all outstanding payments due to Doceree for any and all Services Doceree provides the Advertiser. If Doceree does not suspend an Advertiser’s Account accordingly, then Doceree will be responsible to pay the Publisher for all valid ads the defaulting Advertiser displayed on the Publisher’s Property.
 
g. Doceree has the right to withhold or adjust payments to the Publisher to exclude any amounts that Doceree 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 the Publisher’s IP addresses or computers under its 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 Doceree’s Terms of Use Policies; (v) any click, impression, query, conversion, or other event occurring on a Property associated with another Doceree Account that the Publisher uses; 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 Doceree detects invalid activity, either before or after issuing a payment for that activity, Doceree reserves the right to debit the Publisher’s 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 Doceree’s Terms of Use Policies and that can be proven with reasonable certainty.

6. Payment Disputes

If, during the term of this Agreement, the Publisher disputes any payment made or withheld relating to its use of the Services, the Publisher may submit a request for an audit of the Publisher’s Account where Doceree must provide the Publisher with evidence to support the payments made were according to the terms of this Agreement within seven calendar days. If any payment was not made according to the terms of this Agreement, Doceree will pay the Publisher the amount due plus a twenty percent penalty on the Publisher’s next normal payment schedule. If the Publisher does not dispute a payment within two years of the paid date, any claim related to the disputed payment or termination is waived.

7. Taxes

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

8. Testing; Beta Features

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

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

c. Doceree grants to the Publisher a non-exclusive, non-sublicensable license to use their trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with their use of or providing the Services during and in accordance with the terms of this Agreement. Doceree may revoke this license at any time. Any goodwill arising from the use of a Doceree’s Brand Features will belong to the Doceree.

10. Privacy

a. Doceree’s privacy policy explains how Doceree treats personal data and protects privacy when Publishers use the Services. By using the Services, the Publisher agrees that Doceree can use such data in accordance with its privacy policy, which can be made available to the Publisher upon request or on the Publisher’s Account.
b. The Publisher will ensure that at all times that it uses the Services, the Properties shall have a clearly labeled and easily accessible privacy policy that provides their end users with clear and comprehensive information about information collected from them in connection with the Services. Publisher shall indemnify Doceree against any losses, including all legal fees and expenses, that result from any breach by Publisher of this clause.

11. Confidentiality

The Publisher agrees not to disclose Doceree’s Confidential Information without its prior written consent. “Doceree Confidential Information” includes: (a) all Doceree 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 the Service; and (d) any other information made available by Doceree that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Doceree Confidential Information does not include information that the Publisher already knew prior to its use of the Services, that becomes public through no fault of the Publisher, that was independently developed by the Publisher, or that was lawfully given to the Publisher by a third Party. Notwithstanding this section, the Publisher may accurately disclose the amount of Doceree’s gross payments resulting from its use of the Services.

12. Indemnity

The Publisher agrees to indemnify and defend Doceree, its affiliates, agents, and advertisers from and against third-Party claims and liabilities arising out of or related to any content served on the Properties that is not provided by Doceree or its breach of any terms of this Agreement. Doceree’s Advertisers are third-Party beneficiaries of this indemnity.
Doceree agrees to indemnify and defend the Publisher, its affiliates and agents from and against third-Party claims and liabilities arising out of or related to any content served on the Publisher’s Properties that was not authorized by the Publisher or caused by its breach of any terms of this Agreement. The Publisher prohibits Doceree or its Advertisers from displaying ad content on its Properties that is deemed inappropriate, controversial, sexual, offensive, or illegal to show any person under the age of eighteen years of age.

13. Representations; Warranties; Disclaimers

a. The Publishers represents and warrants that (i) it has full power and authority to enter into this Agreement; (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 it has control over the way in which the Services are implemented on each Property; (iv) entering into or performing under the terms of this Agreement will not violate any agreement the Publisher has with a third Party or any third- Party rights; and (vi) all of the information provided by the Publisher to Doceree is correct and current.

b. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, DOCEREE DOES NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, DOCEREE MAY REFUSE TO SERVE ADVERTISEMENTS AND OTHER CONTENT (“ADS”). DOCEREE DOES NOT GUARANTEE THAT EVERY PAGE WILL RECEIVE ADS OR THAT THE PUBLISHER WILL SERVE A CERTAIN NUMBER OF ADS. ADDITIONALLY, DOCEREE 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 THE PUBILISHER’S NEEDS. DOCEREE PROVIDES THE SERVICE “AS IS”.

c. TO THE EXTENT PERMITTED BY LAW, DOCEREE EXCLUDES ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. DOCEREE EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

14. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OR PAYMENT OBLIGATIONS HEREUNDER, A PARTY’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE TERMS HEREOF, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE TERMS HEREOF 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 TERMS HEREOF IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THE TERMS HEREOF DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Each Party acknowledges that the other Party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties.

15. Term and Termination

a. Term: The term applicable to the engagement of Doceree hereunder with respect to the Services shall be set forth in one or more Scopes of Work covering the provision of such Services by Doceree hereunder.
b. Termination: This Agreement may be terminated as follows:
(i) 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;
(ii) by either Party immediately upon the other Party making a general assignment for the benefit of creditors;
(iii) 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;
(iv) at any time upon the mutual written agreement of the Parties; and
(v) by either Party upon written notice after the three year anniversary of the date hereof, provided however, that no such termination shall precede the completion of the term under any Scopes of Work.
(vi) Doceree can close the Publisher’s Account, if the Account remains inactive for a period of six or more consecutive months. If Doceree closes the Publisher’s Account due to inactivity, then Doceree will pay any remaining amount due to the Publisher including any that does not meet the one hundred US dollar threshold and provide notice to the Publisher that their Account has been closed due to inactivity.
(vii) If Doceree terminates Publisher’s account due to its breach of the terms of this Agreement, including, but not limited to, invalid activity on any Sites which Publisher causes or fails to prevent, or Publisher’s failure to otherwise fully comply with Doceree’s terms, Publisher will not be entitled to any further payment from Doceree for any prior use of the Services. If the Publisher breaches the terms of this Agreement or Doceree suspends or terminates Doceree’s Account, Publisher (a) is prohibited from creating a new account and (b) may not be permitted to monetize content on other Doceree products.
(viii) If Publisher disputes any financial reporting, payment made or withheld relating to its use of Services, or, if Doceree terminates Publisher’s account and Publisher disputes such termination, Publisher must notify Doceree within thirty (30) days of any such reporting, payment, non-payment or termination by submitting an appeal. If Publisher does not, any claim related to the disputed payment or termination is waived.

16. Miscellaneous