Terms of service

1. Definitions

  • 1.1 “Advertiser”: is an entity who wishes to advertise its own or End advertiser’s products and services.
  • 1.2 “Publisher”: is an entity who wishes to monetize its ad placement through Advertiser’s Platform.
  • 1.3 “Platform”: online advertising platform, including all related technology, software, tools and infrastructure that is used by End Advertiser to buy Publisher’s inventory.
  • 1.4 “End Advertiser”: is entity who wishes to purchase Publisher’s traffic using the Platform.
  • 1.5 “Real Traffic”: Traffic that is not Non-human generated traffic, Bot or Malware traffic

2. Object

  • 2.1 Advertiser runs a marketing platform (hereinafter referred to the “Platform”) under the domain https://partner.ppc.buzz/
  • 2.2 Publisher shall deliver Real Traffic to the Platform. Advertiser keeps the right to use 3rd party fraud prevention solution to determine and block bot activity detected in publisher's inventory.
  • 2.3 Advertiser shall provide Publisher with Platform logins and daily detailed statistics including number of requests, ad impressions or clicks on ad and revenue.
  • 2.3 Advertiser shall pay Publisher for delivered traffic to the Platform on NET45 terms.

3. Reporting

  • 3.1 All reported numbers for the purposes of billing and general delivery reporting are based on Advertiser’s Platform reports.
  • 3.2 In the case of discrepancies, Parties will make reasonable efforts to resolve them in good faith.

4. Payments and invoicing

  • 4.1 Publisher shall send invoices to Advertiser in the end of each billing period according to the Payment terms.
  • 4.2 Each Party shall bear and pay all of its own taxes (including, without limitation, income taxes) arising under applicable laws in connection with the performance of this Agreement

5. Terms

Either Publisher or Advertiser may discontinue or pause the Campaign upon Forty-eight (48) hours prior written notice.

6. Confidential information

Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“Recipient”), including the descriptions and the pricing of the products 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 the 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.

7. Mutual Representations and Warranties

Each party represents and warrants to the other that: (i) it has all rights, power and authority necessary to enter into this Terms and Conditions and perform its obligations hereunder; (ii) its performance of this Terms and Conditions will not violate any agreement to which it is bound or the rights of any third party; and (iii) it will comply with all applicable laws, regulations, orders and other requirements of any governmental authority of competent jurisdiction in its performance of this Terms and Conditions. (iv) Neither Party will be liable for any claims arising due to Parties’ negligence, failure to comply with any such laws; each Party agrees to indemnify, defend and hold harmless the other Party and its partners from and against any such claims.

8. Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party and its Affiliates (and all equity holders, employees, officers, directors, contractors or representatives of the same) (collectively, the “Indemnified Party”) to the maximum extent permitted by law from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of a third party claim based on the Indemnifying Party’s breach of any term of this Terms and Conditions. If any claim or action is brought against the Indemnified Party for which indemnity may be sought pursuant to this section, the Indemnified Party shall be entitled to participate at their own expense in the defense of such claim, and no settlement may be entered into by the Indemnifying Party without the Indemnified Party’s prior written consent.

9. Limitation of Liability

EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING BY OR THROUGH SUCH PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LAW, TORT (INCLUDING NEGLIGENCE), CONTRACT, EQUITY OR OTHERWISE, INCLUDING DAMAGES FOR LOST PROFITS, REVENUES, OR DATA, COSTS OF COVER, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR DAMAGE TO REPUTATION, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF (OR KNEW OR SHOULD HAVE KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT WILL THE DIRECT DAMAGES OF EITHER PARTY OR ITS AFFILIATES TO THE OTHER PARTY OR ANY THIRD PARTY EXCEED, IN THE AGGREGATE WITH RESPECT TO CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TOTAL DOLLAR VALUE OF ALL FEES PAID TO PUBLISHER DURING THE THIRTY (30) DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

10. Applicable law and dispute solution

This Agreement and any disputes pertaining to it will be governed and construed in accordance with laws of the State of California and Parties submit to the jurisdiction of the courts of San Francisco, the California.