Terms & Conditions

Terms and conditions for publishers

These terms and conditions for publishers (“publisher terms”) are between MidoWeb, with its registered office at Dimitrie Pompeiu Blvd. 5-7, Sector 2, 020335, Bucharest, Romania, registered as MIDOWEB SRL with C.U.I. 31320404 (unique registration code) and C.I.F. RO31320404 (VAT ID – 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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).