Publisher Terms And Conditions
Thank you for your interest in TubeAdNetwork.com Content Widgets. These Terms and Conditions of Service are the legally binding terms and conditions that publishers must agree to in order to incorporate the Widget on their websites.
THE PUBLISHER (DEFINED BELOW) UNDERSTANDS AND AGREES THAT BY CHECKING THE BOX AND CLICKING THE “REGISTER” BUTTON, AND/OR IMPLEMENTING OR USING ANY PART OF THE SERVICES PROVIDED BY OR THROUGH THE WIDGET, IT IS AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS. IF PUBLISHER DOES NOT AGREE TO THESE TERMS, PUBLISHER IS NOT PERMITTED TO IMPLEMENT THE WIDGET AND PUBLISHER WILL HAVE NO RIGHT TO USE THE WIDGET.
This agreement (“Agreement”) sets forth the terms and conditions between TubeAdNetwork.com, Inc., which operates tubeadnetwork.com (“Tube Ad Network,” “we”, “us” or “our”) and Publisher (the entity or individual who owns and operates the website that will incorporate the Widget) (“Publisher” or “you”), under which: (a) Publisher shall place a widget provided by us (the “Widget”) on Publisher’s websites (the “Website(s)”) and shall permit us to utilize information provided to it by the Widget regarding: (i) Content (as defined below) owned by or licensed to Publisher (the “Publisher Material”) and (ii) Content supplied by third parties (“Sponsored Content”) to Website visitors (“Visitors”); and (b) Tube Ad Network shall share with Publisher the revenues (“Revenues”) that we receive from third-party advertisers (“Advertisers”) as compensation for Visitors clicking on to view Tube Ad Network’ Sponsored Content. Tube Ad Network’ provision of Sponsored Content to Visitors shall be referred to herein as the “Service.” As used herein, “Content” shall mean web pages, text, images, audio clips, video clips, photos, graphics, advertisements, sponsorships and/or other types of content or data, which may exist from time to time.
- Grant of Rights: Tube Ad Network grants Publisher the right during the Term (as defined below) to place the Widget on the Websites (each, a “Placement”) and to display Sponsored Content to Visitors. Publisher (a) grants Tube Ad Network the right during the Term to interact with the Widget on the Websites for the purpose of providing Sponsored Content to Visitors, and (b) agrees not to take any action that might impede Tube Ad Network provision of the Service. In order to facilitate maintenance and optimization of the Service, Tube Ad Network may at any time during the Term conduct tests on how Visitors interact with Publisher’s Material and Tube Ad Network’ Sponsored Content. Publisher certifies to Tube Ad Network that if Publisher is an individual (i.e., not an entity) Publisher is at least 18 years of age and is capable of forming a legally binding contract under the applicable law.
- Acceptable Use Policy: Publisher agrees that it will not, either by itself or by authorizing or encouraging others to do so, directly or indirectly: (a) use, post or promote the Widget or any Sponsored Content in association with any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, gambling-related, weapon or ammunition-related, violent, libelous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory (racially, ethnically or otherwise), in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses; (b) engage in any action or practice that disparages or devalues Tube Ad Network, the Widget, Tube Ad Network’ Sponsored Content, or the reliability, reputation or goodwill of any of them; (c) modify, change, edit, amend, truncate, alter, or bypass or reconfigure any aspect of the Widget or Sponsored Content; (d) generate clicks on Sponsored Content, or generate pageviews (measured by each time the Widget is loaded to a Website article or blog page, as measured and determined by Tube Ad Network), through any automated, deceptive, fraudulent or other means that is designed to generate clicks or pageviews that are not the willing actions of human end users who possess an independent, genuine desire to engage with the content that appears on the relevant page(s), including but not limited to, through (i) repeated manual clicks, use of robots or other automated tools or computer generated requests, (ii) participation in pay-per-click programs, (iii) redirection of search requests to pages that do not contain content reasonably relevant to the search query, or (iv) the provision of consideration to any third party in exchange for the third party causing any clicks or pageviews to occur, or (v) the fraudulent use of other search engine optimization services or software; (e) copy, crawl, index, cache or store any information derived by Tube Ad Network, or contained in or concerning any Sponsored Content; or (f) provide Tube Ad Network any personally identifiable information concerning any Visitor or other person.
- Compensation: Publisher’s sole compensation for its grants of rights and other undertakings under this Agreement shall be to receive, with respect to each month of the Term, 70% of the Gross Revenue (as defined below) that Advertisers pay Tube Ad Network for Visitors clicking on to view Tube Ad Network’ Sponsored Content. All payments shall be remitted, on a monthly basis, to Publisher in U.S. dollars within fifteen (15) days after the month ends and the revenues are generated. Each party shall be solely responsible for payment of any and all of its taxes due on any compensation received under or otherwise relating to this Agreement. “Gross Revenue” shall consist of all advertising fees paid by Advertisers to TUBE AD NETWORK for placement of advertising on Publisher’s Websites, less any applicable taxes thereon (“Gross Revenue”).
- Publisher Representations and Warranties: Publisher represents and warrants that (i) it owns and operates the Websites, (ii) the Publisher Material is either owned by Publisher or properly licensed, (iii) it has the full right and authority to grant the rights granted hereunder, (iv) Tube Ad Network’ use of the Publisher Material will not infringe upon the rights of any third party; and (v) it will comply with TUBE AD NETWORK’ Privacy Policy.
- Tube Ad Network Representations and Warranties: Tube Ad Network represents and warrants that the Widget will be provided in accordance with the specifications set forth herein. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY TUBE AD NETWORK. TUBE AD NETWORK PROVIDES THE SERVICE “AS IS.” TUBE AD NETWORK EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Ownership: Tube Ad Network owns any and all intellectual property rights in and to the Widget and Service. Except for the rights expressly granted herein, no other rights are granted to Publisher with respect to the Widget and Service and all right, title and interest in and to the Widget and Service shall at all times remain the property of Tube Ad Network. Publisher or its licensor owns any and all intellectual property rights in the Websites and Publisher Materials. Except for the rights expressly granted herein, no other rights are granted to Tube Ad Network with respect to the Websites and Published Materials and all right, title and interest in and to the Websites and Published Materials shall at all times remain the property of Publisher or its licensor.
- Indemnification
- Except for that which Publisher indemnifies Tube Ad Network, Tube Ad Network shall indemnify, defend, save and hold harmless Publisher and its parent and subsidiaries, and its and their officers, directors, agents, affiliates, and employees, from and against any and all third-party claims, damages, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (“Losses”) resulting from, arising out, of or related to any and all of the following: (i) Tube Ad Network’ breach of any of Tube Ad Network’ representations or warranties set forth in Paragraph 5, and (ii) a claim that the Service or Widget violates a third party trademark, trade secret, copyright or privacy right, except to the extent that such claim arises out of the combination of the Service or Widget with Publisher Materials.
- Publisher shall indemnify, defend, save and hold harmless Tube Ad Network and its parent and subsidiaries, and its and their officers, directors, agents, affiliates, and employees, from and against all Losses resulting from, arising out, of or related to any and all of the following: (i) Publisher’s breach of any of Publisher’s representations, warranties or agreements; (ii) a claim that the Websites or any of its content (including all Publisher Material) violates a third party trademark, trade secret, copyright, patent or privacy right; and (iii) Publisher’s payment of taxes due on any compensation received under or otherwise relating to this Agreement under Paragraph 3.
- The parties agree that in claiming any indemnification hereunder, the Party claiming indemnification (the “Claimant”) shall (i) promptly notify the other party in writing of the claim; (ii) grant the indemnifying party sole control of the defense (except that the Claimant may, at its own expense, assist in the defense); and (iii) provide the indemnifying party, at the indemnifying party’s expense, with all assistance, information and authority reasonably required for the defense the claim. In no event shall the indemnifying party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Claimant.
- Limitation of Liability: (A) IN NO EVENT SHALL TUBE AD NETWORK BE LIABLE TO PUBLISHER FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, AND (B) IN NO EVENT SHALL TUBE AD NETWORK’ CUMULTIVE LIABILITY HEREUNDER EXCEED THE ACTUAL AMOUNTS PAID BY TUBE AD NETWORK TO PUBLISHER IN THE SIX-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
- Confidentiality: During the term of this Agreement or at any time thereafter, neither party will use or disclose to any third party the other party’s Confidential Information (as defined herein). The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order, provided that the party required to make such a disclosure gives reasonable notice to the other party so that it may contest such order. “Confidential Information” consists of (a) any technical information or plans concerning the Service, Widget or any software or other technology of Tube Ad Network; (b) any other information disclosed by one party to the other party that is marked as confidential; and (c) the content of this Agreement and any such court order referenced in the preceding sentence. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party without restriction on use or disclosure.
- Term: The term of this Agreement will commence upon Publisher’s acceptance of these terms and conditions (“Effective Date”) and shall continue month-to-month unless terminated as provided herein. Either party may terminate this Agreement at any time by providing written notice to the other party.
- Governing Law and Jurisdiction: The parties agree that any and all disputes arising out of or relating to this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida, without regard to its conflict of law principles that could result in application of the laws of any jurisdiction other than the State of Florida, regardless of Publisher’s location, and shall be brought exclusively in the federal and state courts located in Broward County, Florida, and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
- Assignment: The rights and obligations of each party hereunder shall inure to the benefit of the respective successors of the parties, provided that, except as expressly provided herein, the Agreement and any rights or obligations hereunder shall not be assigned or delegated without the prior written consent of the other party (which shall not be unreasonably withheld), except that, either party may assign the Agreement to an acquirer of all or substantially all of such party’s assets, whether by merger, operation of law or otherwise, without the other party’s prior written consent.
- Force Majeure: Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, failures of the Internet, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
- Miscellaneous: This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. The failure of either party to enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Paragraphs 4-9, 11 and 14 shall survive the termination of this Agreement.