Adplay Publisher Terms and Conditions

These Adplay Publisher Terms and Conditions (“Terms”), and any inventory purchase agreement entered into between the parties (collectively, the “Agreement”), between VU Mobile Ltd. and the individual or entity entering into this Agreement (“Publisher”) shall govern Publisher’s participation in the Adplay Network. In the event of any inconsistency between the Terms, the following order of precedence shall apply: followed by the Addenda, followed by the Terms.

The Advertisers market and advertise their goods and services using advertising media such as banners, product data, texts and videos (“Ad Media”). The Publishers incorporate or embed the Ad Media into their homepage, website or application ("Advertising Space"). For any advertising leading to a successful transaction, VU Mobile shall pay to the Publisher remuneration in a previously specified amount (“Commissions”).

 

Conclusion of the Agreement

• To participate in the Adplay Network, Publishers must register on Adplay website - http://adplay.vumobile.biz/PublisherRegister.aspx . After the registration, the Publishers may apply for the Publishers’ Advertising Space.
• Legal entities or private individuals over 18 years of age may register as Publishers. Additionally, each Publisher must have a bank account. Adplay reserves the right to verify the Publishers’ personal data. Registration with the Adplay Network is not transferable.
• By completing the registration form and accepting the present General Business Terms and Conditions for Publishers, the Publishers submit an offer to conclude an agreement for their participation in the Adplay Network.
• Access to the Adplay Network will be gained by clicking the activation link in the confirmation email and entering the access data. The interface for registered members ("Adplay Interface") will provide the Publishers with an overview of the Advertisers' partner programs that are open at that time for their participation. Using the Adplay Interface, Publishers can review and alter their personal data and information and cancel their participation as a whole in the Adplay Network.
• If Adplay approves the ad space, it will confirm this by making the Ad Spaces “Active”. Adplay reserves the right to refuse an offer without citing any reasons for its refusal; in such case, the data transmitted with the registration form will be deleted without delay.

 

 

 

 

Subject of the Agreement

• Adplay operates and manages the Adplay Network. Participants in the Adplay Network are Publishers, Advertisers and Adplay itself. Publishers are individuals or legal entities providing space on their homepages or websites or applications to Advertisers for the purpose of marketing the goods and services offered by the Advertisers ("Advertising Space"); Advertisers are individuals or legal entities who market or advertise their goods and services via Adplay by means of”partner programs” using Ad Media such as banners, product data, texts, and videos.
• Publishers participate in the partner programs and incorporate the Advertisers' Ad Media into their Advertising Space. Whenever third parties, such as end consumers, views or clicks or interacts on the Ad Media and this subsequently results in a business transaction with the Advertiser (as defined in detail in the partner program), the Publisher will receive remuneration for providing the Advertising Space which has successfully connected the end consumers to the Advertiser (“Commission”). In this context, business transactions establish the entitlement to receive a Commission. Business transactions that are subject to remuneration are defined in greater detail in the individual program specifications. It is also possible to remunerate combinations of Clicks, Views, Leads and/or Sales.
• Adplay monitors and records the business transactions concluded ("Tracking"); it provides the Publishers with tracking data and credits the Commissions to the Publisher Accounts. Only the Tracking by Adplay is decisive for the identification of successful business transactions and for the calculation of the resulting remuneration.
• The registration with and the participation in the Adplay Network is free of any charge.
• Using the Adplay Interface, Publishers can control their advertising activities, in particular, they are able to select Ad Media and embed / incorporate them into their Advertising Space. The available applications are shown on the Adplay Interface.
• Due to maintenance or other improvements certain functions may be temporarily unavailable.
• Adplay endeavors to continuously develop and improve the Adplay Network. In the course of such development, Adplay may enhance, expand or slightly modify individual applications. This includes to discontinue functionalities or other features of the services.

 

Site Approval Policy

Based on our policy, sites pertaining to the following shall not be approved:

• Free hosted pages.
• Sites that contain hidden popups, redirects, links and text.
• Under construction, parked pages or pages without content.
• Sites that redirect traffic to another site other than ones specifically applied for.

Duties of the Publisher

• By registering with Adplay the Publisher warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the Adplay Interface.
• The Publisher undertakes to keep the access data selected at registration (e-mail address and password) confidential, not to communicate such data to third parties and to keep such data away from third parties. No third party must be enabled to use the access data. Publishers who have reason to assume that third parties have become aware of their access data must inform Adplay without delay in writing or by e-mail sent to [email protected]
• Displaying advertisements on advertising spaces
• Publishers must hold the required rights of the Advertising Space.
• By applying to Adplay and incorporating the advertisement into their Advertising Space, Publishers warrant that their Advertising Space and the advertising activities as a whole: Do not infringe any rights of third-parties (in particular, without limitation, copyrights, trademark rights, and personal rights or similar rights).
• Sub-Publishers: Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate these General Business Terms and Conditions for Publishers to their Sub-Publishers and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.

Misuse

• Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law, these General Business Terms and Conditions for Publishers or the principle of the Adplay Network, is prohibited.
• In particular, Publishers are prohibited from attempting to obtain Commissions by procuring business transactions themselves or through a third person using the Ad Media, tracking links and/or other technical aids provided to them in the context of the Adplay Network using one or several of the following methods:
• Fraudulently pretending or faking business transactions, for example by entering third party data without authorization, or by providing false or non-existing data when ordering goods or registering online;
• Using Ad Media that enables Tracking although it it’s not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser;
• Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (e.g. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with these Terms and Conditions .If the Publisher cannot confute the breach of this Agreement, Adplay will issue a notice of termination.
• For each case of intentional or negligent violation of the present provisions, the Publisher hereby undertakes to pay Adplay liquidated damages in each case in an amount to be determined at Adplay’s equitably exercised discretion and, in the event of dispute, in an amount to be reviewed by court. Each instance of violation shall be subject to liquidated damages in the maximum amount of the current balance of the Publisher Account.

 

Remuneration

• Publishers will receive performance-related remuneration (“Commissions”).
• The amount of the Commissions in each individual case, and the type of business transactions entitling to the payment of Commissions, shall be controlled by Adplay. Adplay may modify the conditions of the partner program or terminate the entire program with effect for the future. Publishers shall not demand a program being operated at all or at certain conditions. Publishers have no claim to any further compensation of expenses or costs etc.
• Adplay will only pay out credits that have been confirmed by the Publisher in due time. If, the minimum disbursement amount has not been attained or if the credit statement is not released at the end of the month will remain in the Publisher's account and carried forward to the next month.
• To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and complete payment information associated with Publisher’s account. Failure to comply with this section shall result in delay or forfeiture, as applicable, of the due payment after the expiration of six (6) month period as of the date of the issuance of the first credit note or invoice by Adplay, however only after three (3) successive unsuccessful payment attempts at the given PayPal or bank accounts information. Publisher agrees to hold Adplay network harmless for the measures applicable should the Publisher be in default of providing accurate information about its PayPal or other bank account information to Adplay.
• Except as otherwise expressly provided hereunder, each Party will be responsible for all costs and expenses incurred by such Party in connection with the performance of its obligations under this Agreement. Publisher shall pay all applicable taxes or fees imposed by any government authority in connection with Publisher’s use of the Services.
• Within forty-five (45) days after the end of each calendar month, Adplay shall remit the Net Revenue Share to Publisher in one of the approved payment formats.
• Minimum publisher payout is 3000 BDT equivalent to 40 USD [For other countries]
• Publishers facing any finance issues regarding payment needs to be raised to [email protected] within two weeks. Communication regarding the issues after two weeks period will be considered void.
• Paypal payment applicable for Paypal supported countries only.

Term of Agreement and Termination

• The agreement on participation in the Adplay Network is concluded for an indefinite term. The parties may terminate the agreement at any time in text form (letter, fax, e-mail).
• Once participation in the Adplay Network has been terminated, the data record stored at registration will be deleted completely upon expiry of the statutory obligation to keep records in safe custody.
• If the contract has been terminated by Adplay for misuse pursuant, the liquidated damages will be deducted from the Publisher Account.

 

 

Indemnification in the Event of Breach of Contract

• Compliance with these provisions is essential for the operation of the Adplay Network. In the event of a serious breach of contract, Adplay reserves the right to take further legal steps in addition to terminating the agreement.
• If Publishers or their Sub-Publishers violate these provisions and if third parties hold Adplay liable for such violation, Adplay is entitled to demand that such Publishers indemnify it against all costs and expenses it may incur as a result of the breach.
• Such costs include, in particular, the compensation of damages of third parties and reimbursement of further expenses.

Liability and Limitation of Liability

• Adplay shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of the participants' software or hardware or their incompatibility with the Adplay system; Adplay shall also not be liable for damages resulting from the fact that the Internet was not available or malfunctioning.

Modification of the General Business Terms and Conditions for Publishers

• Adplay reserves the right to amend these provisions of the present General Business Terms and Conditions for Publishers that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the agreement as a whole being restructured. Adplay will communicate, by e-mail, the modified conditions at least one weeks prior to the effective date. Publishers who do not object in text form (letter, e-mail, fax) to the modification within the week after the receipt of the e-mail will be deemed to have accepted the respective modification.
• If the Publisher objects to the new (modified) General Business Terms and Conditions for Publishers, The agreement will then be dis-continued among both parties.