MidoWeb | Terms & Conditions
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Terms & Conditions

Terms and conditions for publishers

 

These terms and conditions for publishers (“publisher terms”) are between MidoWeb, with its registered office at Lespezi Str. 107, 240292 Râmnicu Vâlcea, Vâlcea, Romania, registered as MIDOENERGY SRL with C.U.I. 31320404 (unique registration code) and C.I.F. RO36684147 (Tax Identification Number) (hereinafter referred to as “MidoWeb”) and the party submitting an application to participate as a publisher in advertiser programs set up on the network platform to use the services of MidoWeb (referred to as “the publisher” or  “you”). MidoWeb and the publisher shall collectively be referred to as “the parties” and singularly “the party”.

MidoWeb operates an affiliate network on MidoWeb.com,(hereinafter referred to as “the MidoWeb network”) which provides quality performance marketing and related services (hereinafter “the MidoWeb services”) for MidoWeb´s advertising partners (hereinafter referred to as “the advertisers”).

The MidoWeb network enables registered publishers to participate in partner programs (hereinafter referred to as “partner programs”) set up by advertisers, which gear towards supporting the advertiser’s online – and mobile games and / or related services (hereinafter referred to as “advertiser’s services”). After registration to the MidoWeb Network and acceptance to a partner program, the Publisher may incorporate or embed Ads into the Publisher Media, which may then result in a payment for an Action.

  1. Definitions
  • Action – shall mean (but not exclusively) a click, install, lead, sale, view defined as a payment trigger as set out below;
  • Advertiser ads – the Advertiser’s proprietary advertising materials (i.e. banners, buttons, text links, e-mail newsletters, graphic files etc.);
  • Advertiser media – shall mean the advertiser´s services and / or any website in relation thereto (landing page), accessed by a user through the tracking URL on the advertiser ads;
  • Agreement – These publisher terms and the respective agreed upon campaign terms;
  • Business day – shall mean a day other than Saturday, Sunday or public holiday in Bucharest, Romania;
  • Campaign – shall mean the marketing campaign, consisting of the advertiser ad which is distributed by the publisher on publisher media according to the publisher terms and the campaign terms;
  • Campaign terms – shall mean any (additional) terms and conditions as agreed with the publisher and/ or any sub-publisher for a campaign, such as start and end dates of a campaign, target countries, pricing model, campaign budget (cap), pay-out, as well as (traffic) restrictions, to be either imposed by MidoWeb as participation condition for a partner program and / or as individually agreed from time to time in a written and signed insertion order, between MidoWeb and the publisher;
  • MidoWeb services – shall mean the technical processing of the partner program(s), including tracking, creating statistics, administration of advertiser ads, the administration of publishers as well as billing and payments through MidoWeb and / or MidoWeb´s agents and / or third parties commissioned;
  • Intellectual property rights – shall mean copyrights, trademarks, patents, design rights, know-how, and any other similar protected rights in any country;
  • Pay-outs – shall mean the specific remuneration based on PPC, PPI, PPL, PPS or PPV or any combination of those as set out in the respective campaign terms and / or the agreement;
  • Publisher media – the advertising environment of the Publisher.
  1. Conclusion, scope of the agreement
  • The publisher may apply to participate in the MidoWeb’s network by registering with the MidoWeb network on the underlying technical platform (hereinafter “MidoWeb platform”).  During registration, the publisher must create a unique password – protected account and provide the information requested by MidoWeb, fully and accurately (hereinafter “account”) which Publisher must maintain current, complete and confidential. MidoWeb may set up an account for the publisher with his consent in his stead.
  • The following publisher terms form part of each agreement, concluded as described above, or any other confirmed or otherwise concluded agreement between MidoWeb and the publisher, even – with respect to future agreements – if the publisher terms have not been expressly agreed upon again. The publisher terms and the respective campaign terms shall be collectively referred to as “the agreement”. If the I.O. and these terms contradict each other, the I.O, shall prevail.
  • The campaign terms will be sent via email or Skype by MidoWeb. Any terms and conditions of publishers that are contrary to or deviate from or are supplemental to these publisher terms and/or the campaign terms shall not be recognized unless the express written consent of MidoWeb has been provided. The applicability of these publisher terms shall not be impaired by the fact that MidoWeb – with knowledge of any terms and conditions of a publisher, that are contrary or supplemental to or deviate from these publisher terms – renders the MidoWeb services without reservations.
  • If Publisher operates a network with its own publishers (“Sub-Publisher(s)”), Publisher shall bear full responsibility for ensuring Sub-Publishers comply with the Agreement, regardless of any fault, but shall remain fully and solely responsible for Publisher’s obligations under this Agreement. In the case of a breach of the Agreement by a Sub-Publisher, Publisher shall remove the Sub-Publisher from its network and not include it in future partner programs with MidoWeb or the Advertiser.
  • The campaign terms stated within the MidoWeb network shall become automatically part of the publisher terms with the application of the publisher to a partner program and / or the integration of the advertiser ads on the publisher media. Any modification of the campaign terms shall be communicated individually to the publisher and shall become binding between the parties after a period of 48 h, if not previously explicitly objected by the publisher in writing.
  • MidoWeb may modify the campaign terms, terminate or pause the partner program and/ or campaign, at any time with future effect, upon 48 hours prior notice, without having to give any specific reasons. The current campaign terms may be viewed on the MidoWeb platform. MidoWeb reserves the right to modify the campaign terms, terminate or pause them within 24 hours if extraordinary circumstances occur.
  1. Obligations of MidoWeb
  • MidoWeb shall provide the publisher through the MidoWeb platform or through any other suitable means with the relevant advertiser ads of the partner program the publisher has been accepted to.
  • MidoWeb grants the publisher a non – exclusive, worldwide, royalty-free license to use, perform, reproduce, display, transmit, modify, copy and distribute the advertiser ads on the publisher media in accordance with the agreement.
  • MidoWeb shall use reasonable endeavors to ensure the MidoWeb Platform is constantly available. Such availability cannot be guaranteed. MidoWeb reserves the right to modify, update, maintain or suspend the MidoWeb Network, the MidoWeb Platform and/or the MidoWeb Ad Server, and shall notify Publisher forty-eight (48) hours in advance, if such has a substantial impact on the MidoWeb Services.
  1. Obligations of the publisher, advertiser ads
  • The advertiser ads and implemented tracking pixels or other appropriate tracking means serve to identify the publisher as a member of the partner program and will establish a link from the publisher media to the advertiser media. The publisher shall therefore not alter, modify or otherwise change any advertiser ads provided by MidoWeb, in any manner whatsoever, without MidoWeb´s prior written consent.
  1. Validation of actions
  • MidoWeb’s tracking technology shall be the sole system to track applicable Actions and produce a report thereof (“Tracking Report”). Publisher may access preliminary results on the MidoWeb Platform. The Tracking Report shall be the sole source for issuing credit notes.
  • MidoWeb is entitled to refrain from confirming an Action as being valid, if the Action has not been approved by the Advertiser or is not valid as per the I.O.. Furthermore, an Action is non-valid and therefore not subject to a commission, if the Action:
    1. is not compliant with the Agreement;
    2. is caused through a form of misuse, by procuring Actions through means that violate the Agreement or applicable laws;
    3. is not caused by a natural person, but through a robot, spider, computer script, cookie or other fraudulent method;
    4. constituted a fraudulent, cancelled, charged back or otherwise nullified sale, in the case of pay-per-sale;
    5. is later determined by MidoWeb as being fraudulent, incomplete, unqualified, abusive or duplicate.
  1. Payments
  • MidoWeb shall pay to the publisher a performance related remuneration (hereinafter referred to as “commission”) for each validated action as set out in sec. 5.2. MidoWeb will not be charged by publisher for any additional ads above any level guaranteed or capped in the campaign terms.
  • Publisher will receive credit notes from MidoWeb on a monthly basis. Credit notes are based on preliminary monthly reports of validated actions (sec. 5), which will be issued latest by the 15th day of the calendar month for the previous month of performance. Credit notes will be paid by MidoWeb within thirty (30) days from the last day of the month of performance, unless different payment terms are arranged for the Publisher in the I.O. and agreed by Publisher and MidoWeb. All credit notes will include:
    1. the campaign name and period of participation;
    2. the number of (valid) Actions delivered by the Publisher in the respective period;
    3. the corresponding Advertiser Services;
    4. the Pay-Outs and the target countries of the campaign.
  • If a later review shows the non-validation of Actions MidoWeb is entitled to re-debit Publisher within a period of twelve (12) weeks following the disbursement or to demand repayment or to offset any of the disbursed amount with any amount due to the Publisher.
  • MidoWeb acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to MidoWeb that it has received without any restrictions. You hereby release MidoWeb from any claim for Publisher’s revenue if MidoWeb did not receive funds from the advertiser. Publisher shall hold MidoWeb harmless and indemnify it from any claims or liability related to such unpaid revenue.
  • To reduce administrative costs, the Parties agree that MidoWeb shall not be required to make any payment to the Publisher until such time that the commission owed to the Publisher equals or exceeds USD 500,00 (five hundred US-Dollars). Unless otherwise explicitly agreed between the parties, all payments to MidoWeb shall be made in USD.
  • Both parties agree that MidoWeb expressly reserves the right to set off amounts owed to Publishers against any other amounts owed by Publishers relating to other MidoWeb services.
  1. Warranties, Indemnification
  • Publisher represents and warrants that:
    1. it has the full power and authority to enter into and perform its obligations under the agreement during its duration;
    2. the Publisher media currently complies and will comply with all applicable laws, including, but not limited to, any applicable provisions for consumer protection, data protection and competition law;
    3. no Publisher media infringes intellectual property rights of third parties and/or MidoWeb and/or the advertiser, nor will publisher make MidoWeb and / or advertiser, directly or indirectly, to infringe such rights by any means;
    4. it will not manipulate any browser functionalities, which prevents users from perform standard browser functions;
    5. the publisher media does not contain any misinterpretations or any content that is defamatory, contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexual suggestive, promotes or supports illegal gambling or sweepstakes or contests or contains any “worm”, “virus”, “Trojan” or other code which could impair or injure any hardware, software, person or entity;
    6. it will not send any e-mails to e-mail addresses not previously approved by MidoWeb.
  • Publisher shall indemnify and hold harmless, at first request, MidoWeb from any and against any and all liability, losses, damages or expenses (including, without limitation, reasonable attorney’s fees, costs and expenses) arising out of or related to any claim of any third party related to the publisher´s breach of warranties set out in this sec. 7.
  1. Limitation of Liability
  • MidoWeb shall not be liable to for the content on publisher media, for damage or other disturbances caused by defects and / or interoperability of advertiser ads of advertisers and / or for damages resulting from the insufficient availability or imperfect functioning of the internet and / or app stores.
  • Apart from the limitations set out in sect. 8.1, in all cases of contractual and non – contractual liability MidoWeb shall only pay compensation for damages in cases of willful acts as well as in case of absence of an agreed property, that MidoWeb has guaranteed. The aggregate liability of MidoWeb for all claims arising out of or in connection with the Contract (however that liability arises) shall be limited to actual direct damages up to $500.
  • The exception to contributory negligence remains open for MidoWeb.
  • Insofar the liability of MidoWeb is restricted or excluded according to the provisions set forth above, this shall also apply to the personal liability to MidoWeb´s employees, personnel, staff and other agents as well as authorized representatives.
  • For all damage claims of the publisher a limitation period of one year applies.
  1. Confidentiality
  • The parties undertake to treat confidentially also beyond the end of the agreement any and all information which is protected by law or contains business or trade secrets or which is designated as being confidential, that is disclosed or provided to them by the other contracting party respectively within the context of the contractual negotiations or performance (“confidential information”).
  • The parties shall disclose any confidential information to their employees or any third parties on a strict need to know basis only.
  • Notwithstanding the foregoing, confidential information shall not include information of which it is proven by the receiving party that:
    1. it was already known to the receiving party at or prior to the time of disclosure by the disclosing party;
    2. it is or becomes publicly known through no act of the receiving party;
    3. it is received without restrictions from a third party without breach of any obligation of non-disclosure;
    4. it is independently developed by the receiving party;
    5. the receiving party is under an obligation to disclose pursuant to the order of a court of law or public authority.
  1. Term and termination
  • The publisher terms shall be concluded for an unlimited period.
  • Either party may terminate the agreement for convenience purposes 48 hours prior written notice to the other party. The right to termination for cause shall remain unaffected. Upon termination, the publisher shall remove any and all advertiser ads from the publisher media within 24 hours. After termination, publisher will be removed from MidoWeb network.
  1. General
  • Nothing in the agreement is intended to, or shall be deemed to establish a partnership or joint venture between MidoWeb, the publisher or a publisher. The agreement shall not constitute either party to be the agent of the other party for any purpose. Neither party shall have the authority to act as an agent for, or to bind, the other party in any way. The publisher expressly agrees that any obligations set out in the respective partner program of advertiser shall in no way be construed as obligations to MidoWeb.
  • The publisher shall not, partially or entirely, at any time assign or transfer any rights and / or obligations under the agreement to any third party without MidoWeb´s prior written consent.
  • An invalid, unenforceable or unintentionally omitted provision shall not affect the validity of the remaining provisions. The Parties shall engage in good faith negotiations to replace such provision with one that comes closest to its economic intent and purpose.
  • The publisher terms and / or the I.O. and/ or the agreement and their interpretation shall be governed by the laws of Romania with the exception of the UN Convention on Contracts for the International Sale of Goods dated 11.4.1980
  • These Conditions, the Contract and any dispute or claim arising in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Romania.
  • The Parties irrevocably agree that the courts of the Romania shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions and/or the Contract or their subject matter or formation (including non-contractual disputes or claims).

Terms and conditions for Advertisers

These terms and conditions for Advertisers (“Advertiser terms”) are between MidoWeb, with its registered office at Lespezi Str. 107, 240292 Râmnicu Vâlcea, Vâlcea, Romania, registered as MIDOENERGY SRL with C.U.I. 31320404 (Unique Registration Code) and C.I.F. RO36684147 (Tax Identification Number) (hereinafter referred to as “MidoWeb”) and the partner (hereinafter referred to as “the Advertiser”) as set out in the relevant respective insertion order.

MidoWeb and the Advertiser shall collectively be referred to as “the Parties” and singularly “the Party”.

MidoWeb operates an affiliate network (hereinafter referred to as “the MidoWeb Network”), which provides quality performance marketing and related services, as well as related technology and software (hereinafter “MidoWeb Ad Server”) for operators of online and mobile games and / or related service providers (“Advertisers”).

The MidoWeb Network allows Advertisers to market their online or mobile games and / or game services (hereinafter referred to as “the Advertiser’s Services”) on Publisher Media (as set out below) through publishers and /or third party affiliate (publisher) networks (hereinafter collectively referred to as “the Publisher(s)”), which participate in the partner program (hereinafter referred to as “Partner Program”) set up by the Advertiser, in accordance with the provisions of these Advertiser Terms and the respective Campaign Terms.

  1. Definitions

The following definitions shall apply to the Advertiser Terms and the Agreement:

Action – shall mean a click, install, lead, sale or view as a payment trigger as set out below;

Advertiser Ads – shall mean the Advertiser’s proprietary advertising materials, including, without limitation, banners, buttons, text links, e-mail newsletters, graphic files and similar online media promoting the Advertiser’s Services;

Advertiser Media – shall mean the Advertiser service´s and / or any website in relation thereto (landing page), accessed by a user through a tracking link on the Advertiser ads;

Business day – shall mean a day other than Saturday, Sunday or public holiday in Bucharest, Romania.

Campaign – shall mean the marketing campaign, which is specified in the respective insertion order.

MidoWeb Services – shall mean the technical processing of the campaign, including tracking, creating statistics, administration of Advertiser ads, the administration of Publishers as well as billing and payments through MidoWeb and / or MidoWeb´s agents and / or third parties commissioned;

“Deliverable” or “Deliverables” – shall mean the inventory delivered by Media Company (e.g., impressions, clicks, or other desired actions)

Insertion Order (“I.O.”) – shall mean the order duly signed by the authorized representative of Advertiser as well as of MidoWeb with respect to the MidoWeb services;

Intellectual Property Rights (“IP – Rights”) – shall mean copyrights, trademarks, patents, design rights, know-how, and any other similar protected rights in any country.

Campaign Terms – shall mean the affiliate program set up on the MidoWeb Network, through which the Advertiser Services are marketed by displaying the Advertiser Ads on the Publisher Media and through which the Publisher(s) are compensated. These include any additional terms and conditions such as start and end dates for a campaign, the target countries, the pricing model, the campaign budget (cap), the pay-out, as well as traffic restrictions, which are agreed upon in the I.O. If the I.O. and these terms contradict each other, the terms of the I.O, shall prevail.

Pay-per-click – means compensation per unique click through from the Advertiser ads to the Advertiser media, directed through the Advertiser ads on the Publisher media;

Pay-per-install – means a compensation for a successful installation of a software (e.g. a client software and / or mobile application) of the Advertiser, directed through the Advertiser Ads on the Publisher Media, directed through the Advertiser Ads on the Publisher Media;

Pay-per-lead – means a compensation for leads as set out in the campaign terms, directed through the Advertiser Ads on the Publisher Media;

Pay-per-sale – means a compensation for each time a sale is completed by a user within the Advertiser’s Services, directed through the Advertiser ads on the Publisher Media;

Pay-per-view – means compensation per unique view by users of the Advertiser ads on the Publisher Media. MidoWeb reserves the right to ask for frequency capping, if requested by the Advertiser;

Pay-outs – shall mean the specific remuneration based on pay-per-click, pay-per-install, pay-per-lead, pay-per-sale or pay-per-view or any combination of those as set out in the respective campaign terms;

Policies – shall mean advertising criteria or specifications made conspicuously available, including Content Guidelines, content limitations, technical specifications, privacy policies, user experience policies, policies regarding use of tags, cookies and any other technology now known or hereafter developed that is designed to track users’ online behavior or activity, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.

Publisher Media – shall mean the advertising environment of publisher, including, but not limited to, websites, mobile sites, social media profiles, email newsletters, software, applications for smartphones, tablets and other suitable devices.

User – shall mean a natural person.

  1. Scope of the Agreement

2.1 – The following Advertiser Terms form part of each existing or future I.O. or any other confirmed or otherwise concluded agreement between MidoWeb and the Advertiser, even – with respect to future I.O.s and / or agreements – if the Advertiser terms have not been expressly agreed upon again. The Advertiser Terms and each respective I.O. shall be collectively referred to as “the Agreement”.

2.2 – MidoWeb provides the MidoWeb Services and any other services for any Advertiser solely on the basis of the Agreement.

2.3 – Any terms and conditions of Advertisers that are contrary to or deviate from or are supplemental to these Advertiser Terms shall not be recognized unless the express written consent of MidoWeb has been provided. The applicability of these Advertiser Terms shall not be impaired by the fact that MidoWeb – with knowledge of any terms and conditions of an Advertiser, that are contrary to or deviate or supplemental from these Advertiser Terms – renders the MidoWeb Services without reservations.

2.4 – If the Advertiser is an advertising agency, a media buyer or any other media or advertising intermediary acting on behalf of another Advertiser (hereinafter “the Client”), then the Advertiser shall make sure that the terms of the Agreement are also imposed on its Client and the Advertiser shall bear full responsibility to comply with the terms and conditions of the Agreement, regardless of any fault of the Client. The Advertiser shall in any case remain fully and solely reliable for any payments due to MidoWeb. In case of doubt, any reference to the Advertiser shall refer to the Advertiser as well as to the Client.

2.5 – Only legal entities as well as natural persons as entrepreneurs of unlimited legal capacity may become party of the Agreement. MidoWeb reserves the right to demand supporting documents from the Advertiser to prove its legal status and in case of an employee of the Advertiser and / or an agency registering with the MidoWeb Network and / or concluding the Agreement, to demand a written authorization.

  1. MidoWeb Services

3.1 – MidoWeb shall use reasonable endeavours to supply the MidoWeb Services in accordance with the respective I.O. n all material aspects. The MidoWeb Services shall be further described in the respective I.O.

3.2 – MidoWeb shall be entitled to provide the MidoWeb Services or parts thereof through third parties or its agents.

3.3 – MidoWeb may assist and support the Advertiser in the creation and / or development of Advertiser Ads, subject to such assistance and support being part of the I.O. or an additional agreement between the Advertiser and MidoWeb. To the extent MidoWeb has created and / or developed Advertiser Ads, MidoWeb reserves all intellectual property rights to such Advertiser Ads or parts thereof.

3.4 – MidoWeb shall not be obliged to render the MidoWeb Services to Advertiser to a certain extent and no term in the Agreement shall be understood in the sense that MidoWeb must do so.

3.5 – MidoWeb reserves the right, at its own discretion, to modify, update, maintain or suspend the MidoWeb Network, the MidoWeb Platform and the MidoWeb Ad Server (“technical measures”). MidoWeb shall notice the Advertiser, as far as plannable, with a period of 48 h in advance of such technical measures, if these have a substantial impact on the MidoWeb services rendered to Advertiser.

3.6 – The positioning, placement, frequency and other editorial decisions related to the Advertiser Ads shall be compliant with the campaign restrictions and shall be made by MidoWeb, in its sole discretion, unless otherwise agreed in the respective I.O. The Advertiser may request MidoWeb, that Advertiser Ads placed on Publisher Media may be moved or repositioned, if the Advertiser has the impression, that the current position of the Advertiser ads may damage the Advertiser´s and the Advertiser´s services reputation. In the event of such movement or reposition, MidoWeb shall not be liable for any of claims against MidoWeb based on such movement or reposition.

  1. Obligations of the Advertiser, Advertiser ads

4.1 – The Advertiser shall develop and / or create the Advertiser Ads and all aspects thereto. Advertiser shall be the sole owner of any IP-Rights with respect to such Advertiser Ads.

4.2 – MidoWeb reserves the right to reject, omit, exclude or terminate any Advertiser ad for any reason at any time, with subsequent written notice (email shall be sufficient) to such Advertiser, whether or not such Advertiser Ad was previously used.

4.3 – The testing of tracking pixels or any other mechanism(s) (hereinafter referred to as “Tracking Measurements”) for observing and recording the performance of a campaign will be the responsibility of the Advertiser. In the event that the Advertiser incorrectly places Tracking Measurements or if the Advertiser removes or alters Tracking Measurements at any time during a campaign without express written permission from MidoWeb or if the Tracking Measurements are interrupted or disrupted due to technical problems, server downtime, data loss, transmission errors or other reasons, and, as a result, the Tracking Measurements are not recording valid actions correctly, the Advertiser shall pay to MidoWeb, as liquidated damages, a sum equal to the daily average revenue generated by MidoWeb for the campaign in question in a period of seven (7) days immediately preceding such interruption, multiplied by the number of days rounded up in respect of which tracking has been interrupted or rendered inoperable or ineffective.

If there has not been a tracking of seven days, the daily average revenue generated by MidoWeb, based on all current campaigns with the respective Advertiser, shall be decisive for liquidated damages.

4.4 – The Advertiser shall be entitled to impose additional Campaign Terms on the Publisher(s) in relation to a campaign, provided that these do not conflict with the Agreement and / or the applicable law.

4.5 – The Advertiser grants to MidoWeb a non – exclusive, worldwide, royalty-free, sub-licensable license to use, perform, reproduce, display, transmit, modify, copy and distribute the Advertiser Ads in accordance with the Agreement.

4.6 – If Advertiser Ads are not received by the I.O. start date, MidoWeb will begin to charge the Advertiser on the I.O. start date on a pro rata basis based on the full I.O., excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertiser Ads are not received. If Advertiser Ads are late based on the Policies, MidoWeb is not required to guarantee full delivery of the I.O.. MidoWeb and Advertiser will negotiate a resolution if MidoWeb has received all required Advertiser Ads but fails to commence a campaign on the I.O. start date.

4.7 – If Advertiser Ads provided by Advertiser are damaged, not to MidoWeb’s specifications, or otherwise unacceptable, MidoWeb will use commercially reasonable efforts to notify Advertiser within two (2) business days of its receipt of such Advertiser Ads. If Advertiser fails to provide MidoWeb with Advertiser Ads to replace such damaged, non-compliant or otherwise unacceptable Advertiser Ads prior to the scheduled start of the media flight, Advertiser Ads will be deemed ‘late’.

  1. Insertion Orders and inventory availability

5.1 – As applicable, each I.O. will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected. Excluding Advertising Materials provided by Advertiser, MidoWeb shall own and retain all right, title and interest in any materials and content it creates for the media buy pursuant to the I.O.. Advertiser agrees that it shall not at any time assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property or other proprietary right belonging to MidoWeb hereunder.

5.2 – MidoWeb will make commercially reasonable efforts to notify Advertiser within two (2) business days of receipt of an I.O. signed by Advertiser if the specified inventory is not available. Acceptance of the I.O. and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the I.O. by MidoWeb and Advertiser, or (ii) the display of the first Ad impression by Publisher, unless otherwise agreed on the I.O.. Notwithstanding the foregoing, modifications to the originally submitted I.O. will not be binding unless approved in writing by both MidoWeb and Advertiser.

5.3 – Revisions to accepted I.O.’s will be made in writing and acknowledged by the other party in writing.

  1. Ad placement and positioning

6.1 – MidoWeb will comply with the I.O., including all Ad placement, will use commercially reasonable efforts to create a reasonably balanced delivery schedule; provided that, Advertiser acknowledge that given the nature of MidoWeb’s business impressions on Publisher Media may vary at times. MidoWeb will provide, within the scope of the I.O., an Ad to the Publisher Media specified on the I.O. when such Publisher Media is visited by an Internet user. Any exceptions will be approved by Advertiser in writing.

6.2 – MidoWeb will use commercially reasonable efforts to provide Advertiser at least 10 business days prior notification of any material changes to the Publisher Media that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable I.O.. Should such a modification occur with or without notice, as Advertiser’s sole remedy for such change may cancel the remainder of the affected placement without penalty within the 10-day notice period. If MidoWeb has failed to provide such notification, Advertiser may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.

6.3 – MidoWeb will submit or otherwise make electronically accessible to Advertiser final technical specifications within two (2) business days of the acceptance of an I.O.. Changes by MidoWeb to the specifications of already-purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Deliverables; (ii) request that MidoWeb resize the Ad at Advertiser’s cost, and with final creative approval of Advertiser, within a reasonable time period to fulfill the guaranteed levels of the I.O.; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.

  1. Validation of actions

7.1 – Unless otherwise agreed in the Agreement, the Advertiser´s tracking technology shall be the sole system to track applicable actions and to calculate MidoWeb´s remuneration. However, if Advertisers actions deviate significantly from MidoWeb’s tracked numbers, MidoWeb has the right to audit the Advertisers numbers. The Advertiser shall therefore, at all times, during the term of the Agreement and for a period of three months thereafter, grant MidoWeb access to the Advertiser’s tracking system and/ or tracking reports.

7.2 – All Actions shall be deemed irrevocably confirmed or cancelled no later than 10 (ten) days in the following month by the Advertiser and thus be finally payable to MidoWeb as set out in the Agreement (“Validation Period”). If the Advertiser does not reasonably object Actions within the validation period, such Action shall be deemed validated after the expiration of the Validation Period.

7.3 – In case Actions are cancelled by the Advertiser, the Advertiser must prove on reasonable grounds the non–validation of such Actions. The Advertiser shall furnish MidoWeb with all relevant information and / or documentation, including, but not limited to, business records, and log files as well as any objections it may have on the Actions it has not validated, in order to allow MidoWeb to review if the non – validation by the Advertiser was complete and accurate. In case the information provided is accurate and complete, MidoWeb shall classify the relevant Actions as cancelled. However, MidoWeb reserves the right to audit the given information during normal business hours of the Advertiser in order to review its classification at a later stage.

7.4 – An Action shall be especially, but not exclusively, considered as being non – valid, if it is generated automatically by a technical device and / or software (e.g. robot, spider, script).

  1. Payments

8.1 – The Advertiser agrees to pay for, and MidoWeb agrees to provide, the MidoWeb service’s identified and set forth in the Agreement.

8.2 – Unless otherwise agreed in the respective I.O., the remuneration of MidoWeb shall be based on the Pay-outs for Actions as set out in the respective Agreement.

8.3 – MidoWeb will invoice the Advertiser up to 5 business days after receiving the report, which has to be provided by the Advertiser no later than 10 (ten) days after the previous month. If the respective date is not a business day, the next business day shall be the applicable day for invoicing. All invoices shall be submitted to the Advertiser electronically. The report has to include the following:

  1. new registrations;
  2. cumulated registrations;
  3. cost per action;
  4. revenue total.

These shall be (upon MidoWeb’s request) divided into:

  1. overall (across all domains and countries);
  2. per domain/country;
  3. per day;
  4. total per month.

Should the Advertiser fail to provide MidoWeb with a report within 10 days following the end of the preceding month, MidoWeb’s tracking results will be used and shall be deemed irrevocably accepted by the Advertiser.

8.4 – Any and all remuneration will be due to MidoWeb within 14 (fourteen) business days from the respective date appearing on the respective invoice, unless otherwise agreed in the Agreement.

8.5 – MidoWeb reserves the right, at any time, to request an advance payment from the Advertiser with respect to a new or current campaign.

8.6 – Any amounts due to MidoWeb shall be plus the statutory value added tax (VAT), as far as value added tax is obligatory with respect to the MidoWeb Services to the Advertiser. The Advertiser shall bear any and all banking fees related to payments by the Advertiser to MidoWeb.

8.7 – If the Advertiser fails to make any payment due to MidoWeb under the agreement by the due date, a late interest shall accrue on the overdue amount on a daily basis from the due date at the rate of 8 % per annum of the base rate of the European Central Bank. Such interest shall accrue until actual payment of the overdue amount by the Advertiser.

8.8 – Unless otherwise agreed in the respective I.O., all payments to MidoWeb shall be made in USD.

  1. Warranties, Indemnification

9.1 – The Advertiser represents and warrants that

  1. it has the full power and authority to enter into and perform its obligations under the Agreement during its duration;
  2. the Advertiser Ads and the Advertiser Services will comply with all applicable laws, including, but not limited to, any applicable provisions for consumer protection, data protection and competition law;
  3. no Advertiser Ads and / or Advertiser Services infringe intellectual property rights of third parties, nor will the Advertiser make MidoWeb and / or a publisher to infringe such rights by any means;
  4. it will not manipulate any browser functionalities, which prevents users from perform standard browser functions;
  5. the Advertiser Ads and Advertiser Services do not contain any misinterpretations or any content that is defamatory, contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexual suggestive, promote or support illegal gambling or sweepstakes or contests or contain any “worm”, “virus”, “Trojan” or other code which could impair or injure any hardware, software, person or entity;

9.2 – The Advertiser shall indemnify and hold harmless, at first request, MidoWeb from any and against any and all liabilities, losses, damages or expenses (including, without limitation, reasonable attorney’s fees, costs and expenses) arising out of or related to any claim related to the Advertiser’s breach of warranties set out in this sec. 9.

  1. Limitation of Liability

10.1 – MidoWeb shall not be liable to for the content on Advertiser Ads, for damages or other disturbances caused by defects and / or interoperability of Advertiser Ads and / or for damages resulting from the insufficient availability or imperfect functioning of the internet and / or the app stores.

10.2 – Apart from the limitations set out in sect. 10.1, in all cases of contractual and non – contractual liability MidoWeb shall only pay compensation for damages in cases of willful acts as well as in case of absence of an agreed property, that MidoWeb has guaranteed. The aggregate liability of MidoWeb for all claims arising out of or in connection with the Contract (however that liability arises) shall be limited to actual direct damages up to $500.

10.3 – The exception to contributory negligence remains open for MidoWeb.

10.4 – Insofar the liability of MidoWeb is restricted or excluded according to the provisions set forth above, this shall also apply to the personal liability to MidoWeb´s employees, personnel, staff and other agents as well as authorized representatives.

10.5 – For all damage claims against the Advertiser a limitation period of one year applies.

  1. Confidentiality

11.1 – The Parties undertake to treat confidentially also beyond the end of the agreement any and all information which is protected by law or contains business or trade secrets or which is designated as being confidential, that is disclosed or provided to them by the other contracting party respectively within the context of the contractual negotiations or performance (“confidential information”).

11.2 – The Parties shall disclose any confidential information to their employees or any third parties on a strict need to know basis only.

11.3 – Notwithstanding the foregoing, confidential information shall not include information of which it is proven by the receiving party that:

  1. it was already known to the receiving party at or prior to the time of disclosure by the disclosing party;
  2. it is or becomes publicly known through no act of the receiving party;
  3. it is received without restrictions from a third party without breach of any obligation of nondisclosure;
  4. it is independently developed by the receiving party;
  5. the receiving party is under an obligation to disclose pursuant to the order of a court of law or public authority.
  1. Cancellation and Termination

12.1 – The Agreement shall start on the date of signature of any respective I.O. and shall continue for an indefinite term, if not explicitly agreed otherwise.

12.2 – Either Party may terminate the agreement for convenience purposes upon 48 (forty eight) hours prior written notice to the other Party. The right to termination for cause shall remain unaffected.

12.3 – Upon termination of the Agreement for any reason whatsoever, or expiry of the agreement, the Advertiser shall pay MidoWeb immediately all outstanding unpaid invoices and all amounts then due and owing as of the termination date, and invoiced by MidoWeb.

12.4 Unless designated on the I.O. as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:

  • With 14 days’ prior written notice to MidoWeb, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the I.O. eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.
  • With seven (7) days’ prior written notice to MidoWeb, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
  • With 30 days’ prior written notice to MidoWeb, without penalty, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancelable sponsorships.
  • Advertiser will remain liable to MidoWeb for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by MidoWeb or its third-party vendor prior to the effective date of termination. For I.O.s that contemplate the provision or creation of Custom Material, MidoWeb will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.

12.5 –  Either MidoWeb or Advertiser may terminate an I.O. at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Advertisers breaches its obligations by violating the same Policy three times (and such Policy was provided to Advertiser) and receives timely notice of each such breach, even if Advertiser cures such breaches, then MidoWeb may terminate the I.O. or placements associated with such breach upon written notice. If Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by MidoWeb to Advertisers, then Media Company may terminate the I.O. and/or placements associated with such breach upon written notice.

  1. Makegoods

13.1 – Notification of Under-delivery. MidoWeb will monitor delivery of the Ads, and will notify Advertiser either electronically or in writing as soon as possible if MidoWeb believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and MidoWeb may arrange for a makegood consistent with these Terms.
13.2 – Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the I.O., and/or if there is an omission of any Ad, Advertiser and MidoWeb will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the I.O. or at the time of the shortfall. If no makegood can be agreed upon, Advertiser may execute a credit equal to the value of the under-delivered portion of the I.O. for which it was charged. If Advertiser has made a cash prepayment to MidoWeb, specifically for the campaign I.O. for which under-delivery applies, then, if Advertiser is reasonably current on all amounts owed to MidoWeb under any other agreement for such Advertiser may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event will MidoWeb provide a makegood or extend any Ad beyond the period set forth on the I.O. without the prior written consent of Advertiser.

  1. Third party ad serving and tracking

14.1 – Where Advertiser is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Advertiser will have a one-time right to temporarily suspend delivery under the I.O. for a period of up to 72 hours. Upon written notification by Advertiser of a non-functioning Third Party Ad Server, MidoWeb will have 24 hours to suspend delivery. Following that period, Advertiser will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until MidoWeb is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Advertiser has not provided written notification that MidoWeb can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect MidoWeb to serve Ads until the Third Party Ad Server is able to serve Ads. If Advertiser does not so elect for Media Company to serve the Ads until Third Party Ad Server is able to serve Ads, MidoWeb may use the inventory that would have been otherwise used for MidoWeb’s own advertisements or advertisements provided by a Third Party.

14.2 – Upon notification that the Third Party Ad Server is functioning, MidoWeb will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in MidoWeb’s owing a makegood to Advertiser.

  1. General

15.1 – The terms of the respective I.O. shall supersede all contrary terms set forth in the Advertiser Terms, unless expressly set forth to the contrary.

15.2 – Nothing in the Agreement is intended to, or shall be deemed to establish a partnership or joint venture between MidoWeb, the Advertiser or a Publisher. The Agreement shall not constitute either party to be the agent of the other party for any purpose. Neither Party shall have the authority to act as an agent for, or to bind, the other Party in any way. The Advertiser expressly agrees that any obligations set out in the respective campaign terms of Advertiser shall in no way be construed as obligations to MidoWeb.

15.3 – Offsetting and claiming rights of retention by the Advertiser shall only be admissible, if the counterclaims used as a basis are undisputed or have been acknowledged by MidoWeb. The Advertiser shall only be entitled to exercise a right of retention as far as his counterclaim is based on the same contractual relationship.

15.4 – Should any individual provision of the Advertiser Terms and / or the I.O. be regarded as being invalid, partially or entirely, this shall not affect the validity of the remaining provisions. The invalid provision shall be deemed to be replaced by a provision that is legally effective and comes closest, in the usual understanding, the economic intend and purpose of the invalid provision. The same shall apply to any unintentional omission to the Advertiser terms.

15.5 – All disputes arising in connection with this agreement or even parts thereof (especially, but not exclusively the purchase order and/ or this contract), or its validity shall be finally settled according to the Arbitration Rules and the Supplementary Rules for Expedited Proceedings of the Romanian Institution of Mediation and Arbitration “CRDMA” (http://www.crdma.ro/) without recourse to the ordinary courts of law. The place of arbitration is Romania. The substantive law is Romanian law. The language is Romanian or, by discretion of the judge, English. Only one judge shall oversee the dispute, which shall be appointed by the CRDMA. The Parties shall have the right to challenge the judge if they find him not to be materially familiar with the issues and / or the industry in question.

15.6 – The Advertiser Terms and / or the I.O. and their interpretation shall be governed by the laws of Romania with the exception of the UN Convention on Contracts for the International Sale of Goods dated 11.4.1980.