SIGN UP - LOG IN

E-mail
Password
Mot de passe oublié?

Sign In

E-mail


Password



Lost password?
Sign Up

Terms and Conditions

Terms and Conditions


PUBLISHER'S AGREEMENT

This Agreement ("Agreement") is effective as of _____ 20__, and is made by Media-Clic, a New York company, ("Media-Clic") and __________________________, a ________, ("Publisher"). For purposes of this Agreement, Publisher's authorized representative will be ___________________. This Agreement governs advertising delivered through Publisher's Web site(s) or platform(s) (the "Publisher's Site(s)"). Media-Clic and Publisher agree as follows:

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

DEFINITIONS

"Advertising Material" means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders is created by an advertiser.

"Advertiser(s)" means one or more customers of Media-Clic which create the Advertising Material, and authorizes Media-Clic Interactive as its agent to include it on the Publisher's Site(s).

"Approved Monthly Delivery" means the amount of inventory to be delivered for each calendar month of the campaign as stated in the Order.

"Approved Monthly Spend" means the amount of money that Media-Clic sets as as spending limit, and for which it will be liable for any calendar month if specified under a particular Order.

"Media-Clic HTML Insertion Code" means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher's Site(s).

"Media-Clic Network" means means the advertising network owned and operated by Media-Clic.

"Impressions" means the number of times Advertising Material is served to a person visiting the Publisher's Site(s).

"Order" means an insertion order that is submitted by Media-Clic and is accepted by Publisher, or an online order via the Internet, which is a proposal that is submitted by Publisher in response to a request for proposal and is accepted by Media-Clic

"Publisher Earnings" and "Media-Clic Earnings". "Publisher Earnings" means the total revenue Media-Clic generates by running advertising campaigns for Publisher using the Advertising Materials less "Media-Clic Earnings",and subject to the Total Spend that may be established under an Order. "Media-Clic Earnings" are calculated at the campaign level at the sole and absolute discretion of Media-Clic. Media-Clic evaluates each advertising campaign and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher's site(s) and Media-Clic's Network as a whole.

"Total Spend" means the maximum amount of money for which Media-Clic will be liable under the Order.

"Unique Click" means the number of times, as recorded by Media-Clic's server, a person visiting Publisher's Site(s), as identified by cookie or IP address, clicks on Advertising Material, provided however, that a click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.

AGREEMENT

Section 1. Order, Delivery, and Adjustments.

Section 2. Invoicing and Payment.

Section 3. Advertising Materials.

Section 4. Eligible Site(s).

Media-Clic reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. The following are examples of sites that are not eligible for participation:

At any time Media-Clic may investigate any Site for violation of this Agreement. Media-Clic regularly performs compliance audits. If Media-Clic determines that Publisher's Site(s) includes any undesirable content, Media-Clic may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising Material on such Site(s). In no event, will Media-Clic or its Advertisers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Publisher's receipt of such notice from Media-Clic.

Section 5. Minimum Traffic.

Media-Clic reserves the right to terminate this Agreement immediately should, according to Media-Clic's statistics, either (a) the number of Impressions delivered by Publisher total less than 30,0000 unique users per month, or (b) the unique click-through rate on Advertising Material delivered to Publisher's Site(s) equals 80% less than the average click-through rate of said Advertising Material for all web sites in the Media-Clic Network for any 7 consecutive calendar day period; or (c) the amount of United States-based traffic to Publisher's Web Site (determined by the IP address of visitors to Publisher's Web Site) equals less than 50% of the total traffic to such site (as determined by the total number of Impressions delivered by Publisher) (the "Minimum Requirements"); provided, however, should Media-Clic exercise it's rights pursuant to this Section 5, Publisher shall be entitled to receive payments under Section 3 herein generated up to and including the date of termination, as long as payments equal at least $50 at the date of termination, and amounts under $50 shall be forfeited. When calculating the amount due to Publisher under the previous sentence, any payments for a particular month of less than $1.00 will be forfeited. Notwithstanding the foregoing, prior to making any payment to Publisher, Media-Clic reserves the right to (i) demand make-goods for any short-fall of the Minimum Requirements, which make-goods shall equal the number of Impressions necessary to achieve United States-based traffic of at least 50% relative to the total traffic to Publisher's Web Site; OR (ii) reduce payment to Publisher accordingly.

Section 6. Representations and Warranties.

Publisher represents and warrants to Media-Clic that:

Section 7. Campaign Discontinuance.

Media-Clic has the option, in its sole discretion, to discontinue any Ad campaign or obligation under an Order, with or without cause, by giving a notice via e-mail, telephone or fax, to the Publisher's authorized representative that will be effective immediately on the date when it is sent. If Media-Clic elects to discontinue any Ad campaign or obligation under any Order, all unfulfilled contractual commitments subsequent to notice shall become null and void, and Media-Clic shall pay Publisher only for Advertising Material delivered up to the date of the notice period so long as such Advertising Material are delivered evenly, or at a rate consistent with the rate anticipated in the Order. Media-Clic shall have no obligation to pay for Advertising Material delivered by Publisher prior to the date of the notice that exceeds the number specified in the original order or that vary significantly from the rate of Delivery prior to notice of discontinuance.

Section 8. Term and Termination.

Term. Subject to the early termination rights of either party herin, the term of this Agreement shall be 1 year from the date first written above; and it shall renew automatically for subsequent one-year periods unless either party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the Agreement.

Termination by Either Party. Notwithstanding Section 8.A above, either party may terminate this Agreement at anytime for one of the following reasons for any reason whatsover, upon 30 days written notice to the other party. Notice may be provided via e-mail or any other public means and will be effective 30 days after its transmission.

Termination by Media-Clic. Notwithstanding Sections 8.A and B above, Media-Clic shall also have the right to terminate this Agreement because of either of the following reasons:

Immediately upon written notice of because Publisher has breached Section 3.6 herein; or

Upon the time periods specified in Section 7 herein upon a campaign discontinuance in accordance with that Section.

Consequence of Termination. Upon receipt of such termination notice, Publisher agrees to immediately remove Media-Clic's HTML code for serving Advertising Material from its Site(s). In the case of termination, provided that Publisher has an outstanding account balance equal to or greater than $50, Media-Clic will pay Publisher all legitimate moneys due during the next billing cycle.

Section 9. License and Intellectual Property.

Media-Clic Interactive shall use the trade names or trademarks of the other party or Advertisers without prior written approval from the party owning such name or mark.

Section 10. Privacy

Section 11. Confidentiality.

Media-Clic shall disclose to Publisher the names of Media-Clic's Advertisers ("Client List"); and Publisher agrees that the Client List is sensitive and highly confidential information that it shall use solely for its performance under this Agreement, and that it and its officers, employees, directors, members, agents and representatives shall not disclose it to any other party for any purpose without the prior written consent of Media-Clic. Publisher shall ensure that each of the persons or parties in the previous sentence have signed confidentiality agreements with Publisher consistent with the aforesaid sentence before it may disclose the Client List to them. Notwithstanding the previous two sentences, however, Publisher may disclose to any third party the existence of its relationship with Media-Clic; but it cannot disclose the Client List or the existence or nature of Media-Clic's relationship with any Advertisers included in the Client List. Publisher's obligations under this paragraph shall continue indefinitely following the date of termination of this Agreement.

Section 12. Indemnification.

The Publisher agrees to indemnify and hold Media-Clic and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the Publisher in the Media-Clic Network, (ii) operation of the Publisher's Site(s) submitted to Media-Clic for participation in the Media-Clic Network or (iii) otherwise arising from Publisher's relationship with Media-Clic. The Publisher also agrees to indemnify Media-Clic for any legal fees incurred by Media-Clic, acting reasonably, in investigating or enforcing its rights under this agreement.

Section 13. Disclaimers, Exclusions And Limitations.

Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, Media-Clic MAKES, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING HESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL Media-Clic BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT Media-Clic HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL Media-Clic'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.

Section 14. Non-Circumvention.

During the Term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Publisher agrees that it will not do business directly or indirectly with any Advertiser specified in an Order, or directly or indirectly solicit or induce such Advertiser to do business directly with the Publisher. Publisher understands and agrees that this prohibition is a key consideration and inducement for Media-Clic to enter into this Agreement with Publisher, and to provide the services hereunder.

Section 15. General.

The Parties represent that they fully acknowledge and agree to the terms of this Agreement, and that the following individuals are authorized to sign on their behalf.

______________(PUBLISHER)


By ______________________
Printed Name ______________

Title ____________________

Date _________


Media-Clic INTERACTIVE, LLC


By _______________________
Printed Name ______________

Title ______________________

Date ________