General Partner Conditions
1. Acceptance, availability and modification of general conditions in EzoraMedia.
The present document contains the General Partner Conditions (from here on out, referred to as “Conditions”) that regulate the relationship between EzoraMedia (from here on out, referred to as EzoraMedia) and the partners and users of EzoraMedia services (from here on out referred to as “Partner”).
EzoraMedia reserves the right to modify (for justified reasons such as updating the document to reflect updated legislation, evolution of processes or changes in the services offered, or the terms and clauses present in these Conditions. EzoraMedia will inform of modifications to the Conditions through the URL www.EzoraMedia.com or by email as soon as possible.
2. The Service.
2.1. EzoraMedia provides You an opportunity to participate in our Service and Program by placing its Ads on web pages of publishers registered in EzoraMedia Network. EzoraMedia will monitor, track and report its Services in a manner and on a schedule as determined by EzoraMedia.
2.2. In order to become an Advertiser or а Publisher you must first accurately submit an application for EzoraMedia account at our website and be in compliance with present Agreement (in case of using Self-service) or register yourself as an Advertiser or а Publisher by contacting EzoraMedia directly (in case of using Managed service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as EzoraMedia Advertiser or Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. EzoraMedia reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at EzoraMedia sole discretion.
2.4. EzoraMedia has the following Non Acceptable Business rules for Advertisers and Publishers:
- Where there are known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
- Where there is knowledge or suspicion of money laundering or terrorist financing;
- Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
- Where the client or any of the clients associated parties are subject to any sanctions measures;
- Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
- Producers/publishers of racist/pressure group material or extreme political propaganda;
- Regulated entities that do not have the appropriate licensing;
- Extreme political and/or charitable organizations.
2.5. There are the following methods of using the Service available – Self-Service or Managed service.
Self-Service assumes that all Services and ad campaigns shall be provided through Advertisers account in Program. EzoraMedia support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You.
Managed service assumes that assistance of using the Services and Program shall be provided by EzoraMedia officers.
2.6. You may not transfer your account to anyone without explicit written permission of EzoraMedia and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. EzoraMedia cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
2.7. EzoraMedia will implement, monitor, track and report an agreed campaign. EzoraMedia will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. EzoraMedia will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
2.8. EzoraMedia does not guarantee:
(I) the placement, positioning or the timing of delivery of any Ad, or (II) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any EzoraMedia Network Property.
3. User registration obligations.
3.1. In consideration of your use of the EzoraMedia Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the EzoraMedia Services under the laws of the applicable jurisdiction.
3.2. As a condition to using Services, you are required to register with EzoraMedia and receive a password and username (EzoraMedia User ID). You shall provide EzoraMedia with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your EzoraMedia account.
4. Publisher statistics and payments.
4.1. Provided statistical reports and displayed data are subject to change in EzoraMedia’s sole discretion.
4.2. All payments are based on EzoraMedia statistics unless otherwise mentioned in the Insertion Order (the “IO”).
4.3. EzoraMedia reserves the right to place the payments on hold in case of any suspicions in fraudulent activity.
4.4. Payment Frequency:
- Publisher can request a payment three times during first month of work;
- Further payments are issued once a month, Net30;
4.5. $10 is our minimum payout cumulatively meaning that if you do not reach your minimum payment the balance will accrue for the next period until you reach the $10 minimum.
5. Advertiser rules and obligations.
In the event that the Partner is not satisfied with the quality of traffic received within a day, EzoraMedia agrees to allow chargeback from the Advertiser`s Party. When the cooperation lasts more than one day without any complaints regarding traffic quality, Advertiser is obliged to pay the sum in full for the whole period of working without any recalculations and chargebacks. EzoraMedia provides tools for blocking inappropriate traffic sources. Advertiser, for its part, shall submit a list of unsuitable sources to be added to the block list.
In this respect, EzoraMedia shall not allow any recalculations or non-payments from Advertiser`s Party. EzoraMedia will not carry responsibility for complaints received from the 3rd Party. Advertiser will assume losses suffered as a result of chargebacks and non-payments from the 3rd Party.
6.1. You agree not to disclose EzoraMedia Confidential Information without EzoraMedia 's prior written consent. EzoraMedia Confidential Information includes without limitation:
- all EzoraMedia software, technology, programming, specifications, materials, guidelines, and documentation;
- click-through rates or other statistics relating to EzoraMedia and this Agreement;
- any other information designated in writing by EzoraMedia as "Confidential" or an equivalent designation.
6.2. EzoraMedia Confidential Information does not include information that has become publicly known through no breach by You or EzoraMedia, or information that has been:
- independently developed without access to EzoraMedia Confidential Information, as evidenced in writing;
- rightfully received by You from a third party; or
- required to be disclosed by law or by a governmental authority.
7. Respect of other internet users.
The Users and EzoraMedia agree to respect the rights of other Internet users (whether they use the EzoraMedia Services or not), be polite to each other, follow the code of ethics and the traditions of Internet use, and agree not to use EzoraMedia Services with the aim to abuse morals and/or ethics in any way.
8.1. Company reserves the right to terminate this Agreement and to refuse access to services to any Publisher or Advertiser at any time at it’s sole discretion. EzoraMedia will make reasonable efforts to notify of any such termination by e-mail within a reasonable period of time.
8.2. Termination of this Agreement can be initiated after Your written request and will be executed within 30 days after EzoraMedia confirmation.
9. Force majeure.
Neither Party will be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
10.1. You agree not to disclose EzoraMedia confidential information without EzoraMedia’s prior written approval. Confidential information includes without limitation: product information, data, statistics, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials.
10.2. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this will be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
10.3. The foregoing obligations under this section will not extend to any information to the extent that the Receiving Party can demonstrate that such information:
- was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise;
- was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality;
- was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto;
- is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information;
- express written consent has been given prior to disclosure.
10.4. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party will promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
Advertiser agrees to indemnify and hold EzoraMedia, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.
12. Assignment, governing law and jurisdiction.
12.1. EzoraMedia may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of EzoraMedia, which shall not be unreasonably withheld.
12.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law.