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Publishers & App Developers Terms
Recitals
The ADFALCON Network and Website is an online and offline mobile advertising network
created, owned, and operated by NOQOUSH Mobile Media Group FZ-LLC (hereinafter Company)
a company registered in the UAE under No.20520 in Dubai Media City Free Zone with
its principal address at office number 714, Al Thuraya Tower No 2, Tel +971 44280772,
Fax +971 4482077, e-mail info@adfalcon.com, P.O
Box: 454501 Dubai, United Arab Emirates
These Terms and Conditions govern the use of our website at www.adfalcon.com and
its related online and offline services (hereinafter ADFALCON Site), at which Company
offers any person, origination, group of people who own or authorized to use a mobile
media property (hereinafter Publisher) the opportunity to monetize traffic to their
mobile media properties by displaying mobile ads using Company's Software Development
Kit and/or Publishers Code Software (hereinafter ADFALCON Service).
By clicking "I agree" button, you expressly declare that you are older than 18 years
and that you have registered in the ADFALCON Site strictly as a publisher and that
you wish to contract with Company to use the ADFALCON Service; and you undertake
that you have read this agreement and understand and accept, in full, the terms,
conditions and covenants contained in this Agreement. By clicking "Cancel" button,
you disagree with these terms and conditions or any part of these terms and conditions,
hence you must not use nor have any right to use the ADFALCON Site and Service.
1) Terms
Under this Agreement, Company agrees to provide and share the revenue of the ADFALCON
Service with Publisher and Publisher agrees to receive, use and share the revenue
of the ADFALCON Service with Company. For online registration, Publisher shall fill
and send online applications to Company via the ADFALCON Site. For offline registration,
Publisher shall send Company direct requests by e-mail, mail or fax. To use the
ADFALCON Service, Publisher shall receive from Company, a publisher Identity and
shall download the Service Development Kit and/or Publishers Code Software whether
from the ADFALCON Site or from an e-mail sent by Company as the case maybe, and
shall integrate such Software within Publisher's mobile media property and hence
permit Company to display mobile ads on behalf of its advertisers.
Upon approval of Publisher's registration by Company, Company shall provide the
ADFALCON Service to Publisher and publisher shall use the ADFALCON Service in accordance
with the following terms and conditions:
2) Definitions
- 2.1 In this Agreement, unless the context requires otherwise
- a. words importing the singular shall include the plural and vice versa
- b. references to "party" or "parties" in this Agreement are to a party or to the
parties to this Agreement;
- 2.2 Unless the context otherwise requires, the terms below shall have the following
meanings:
Mobile Ad(s): means advertisements prepared for display on mobile
media properties.
Advertiser: means any person who purchases the ADFALCON Service
to display mobile ads on mobile media properties
Mobile Media Property: means any mobile application and/or compatible
mobile websites
Software Development Kit: : means a software provided by Company
which enables publisher to receive and display mobile ads on its mobile media properties.
Publishers Code Software: means a software provided by company
which enables Publishers to receive and display mobile ads on mobile compatible
websites.
Ad Campaign: means any mobile ad bundle requested by any advertiser
Content: means text, graphics, softwares, photographs, video, audio
and/or other data or information relating to any subject and/or advertisements
Agreement: means this Agreement, together with the Annex hereto,
as the same may be amended or supplemented by Company from time to time in accordance
with the provisions hereof.
Net Revenue: means revenues actually received by Company from sale,
use or other disposition of mobile ads displayed on Publisher's mobile media properties
less total of agencies fees and/or agencies commission and/or third party fees.
Person: means any individual, partnership, corporation or organized
group of persons, including agencies and other instrumentalities of governments
and states.
Intellectual Property Rights: means any trademarks, trade names,
logos and registered designs all other patents, trademarks, trade names, logos,
designs, symbols, slogans, copyrights, know-how, information, drawings, plans and
other identifying materials whether or not registered or capable of registration
Confidential Information: means all statistics, reports, and all
other information know-how, techniques, materials and data imparted or made available
by either Party to the other Party or vice versa which is (i) designated as confidential,
(ii) known by either party to be considered confidential, or (iii) by its nature
inherently or reasonably to be considered confidential.
3) Obligations of Publisher
Publisher hereby warrants, agrees and undertakes as follows:
- 3.1 To have the full rights, power and authority to enter into this Agreement and
to perform the acts required of it hereunder.
- 3.2 If Publisher is entering into this agreement as a corporation, to undertake
that it is a working corporation and to provide Company with a copy of publisher's
official registration certificate otherwise Company shall not permit its access
and use of the ADFALCON Site and Service.
- 3.3 Continuously provide Company with non–fictitious, accurate, complete and updated
registration information and to abstain from impersonating any other person without
prior approval and authorization.
- 3.4 To bear its own costs of and incidental to the preparation, execution and implementation
of this Agreement.
- 3.5 To undertake that it is the mobile media property owner or otherwise authorized
to register and list the mobile application with the ADFALCON Service.
- 3.6 To undertake compliance with the technical specifications mentioned in ANNEX
1 to this Agreement
- 3.7 To acknowledge that Company is entitled to reject Publisher's application/request
and that Company has the right to terminate this Agreement and to ban Publisher's
access to the ADFALCON Site and Service at anytime.
- 3.8 To acknowledge and accept that the ADFALCON Service may encounter material failure
at anytime and that Company shall have no obligation to share the revenue with nor
compensate Publisher during such failure.
- 3.9 To acknowledge that Company has no control over any mobile Ad content submitted
by any advertiser.
- 3.10 In the event Company does not have mobile ads available for publication, to
undertake to display either publisher's or Company's standard mobile ads (Default
Ad).
- 3.11 To undertake that company has no obligation to totally fill Publisher's ad
requests with mobile ads.
4) Restrictions of Publisher
Publisher hereby warrants, agrees and undertakes as follows:
- 4.1 Not to use the ADFALCON Services for any illegal or offensive or harmful use
to Company and/or any other person, or to transmit, store, display, or otherwise
make available any content that is illegal, or offensive or harmful to Company and/or
any other person.
- 4.2 Not to use the ADFALCON Services to violate the Security or integrity of the
ADFALCON Site or any other computer network, or communications system, software
application or engage in any type of illegal activity.
- 4.3 Not to infringe the Intellectual Property Rights of Company or any other person.
- 4.4 Not to engage directly in any way whatsoever with Company's advertisers.
- 4.5 Not to reproduce, copy, reuse or modify in any way ADFALCON Site's content,
including but not limited to, reports and statistics published on the ADFALCON Site.
- 4.6 Not to place or display any obscene, pornographic, offensive or otherwise illegal
Mobile Ads including but not limited to Ads that are of discriminatory nature and
Ads that offer sale of alcoholic or tobacco products.
- 4.7 Not to place any mobile ad received by using the ADFALCON Service upon Publisher's
e-mails without the prior consent of Company.
- 4.8 Not to alter or convert any mobile ad received by using the ADFALCON Service
in respect of color, text or language.
- 4.9 Not to use any mobile ad received by using the ADFALCON Service as part of Publisher's
name
- 4.10 Not to change the mobile ad landing page.
- 4.11 Not to use any tools or code that can generate fake clicks on any mobile ad
received by using the ADFALCON Service.
- 4.12 Not to use any misleading text to place graphics near or below or top of any
mobile ad you received by using the ADFALCON Service
- 4.13 Not to place any mobile ad received by using the ADFALCON Service intentionally
on blank pages in the mobile media property.
5) Terms of payment
In consideration of Publisher's use of the ADFALCON Service, all payments it shall
receive from Company will be made in accordance with the following terms:
- 5.1 Under this Agreement, all payments shall be made in United States Dollars unless
otherwise agreed and approved by Company.
- 5.2 Publisher acknowledges and accepts that Company shall have the sole right to
set mobile ad prices and campaign plans.
- 5.3 In respect of each display of mobile ad campaign by Publisher it will be earning
a sum equal to 60% of the net revenue generated by Company, unless agreed otherwise
between the Parties.
- 5.4 Publisher acknowledges and accepts that net revenue shall be only calculated
and determined by Company. In the event that Publisher has any disagreements thereof
it shall submit a claim to Company within 5 days of any such payment; otherwise
Publisher's claim shall be waived. If Publisher has duly submitted its claim and
upon examining such claim Company found that net revenue calculations were correct
accordingly Publisher shall undertake to reimburse Company with an amount of 70
USD (Seventy United states Dollars) as administrative fees.
- 5.5 Publisher acknowledges and accepts that no payments shall become due to it until
Company receives full payment from the concerned advertiser and to that extent Company
shall have no liability or any responsibility towards Publisher.
- 5.6 Publisher accepts and agrees that transfer of payments by Company shall only
be made if its share of net revenue exceeded the amount of 100 USD. Otherwise, due
payments to Publisher will be transferred to and accumulated with next payment.
- 5.7 Publisher accepts and agrees that its payments from Company shall be made every
45 days commencing from date of publisher's registration in the ADFALCON Service.
- 5.8 Publisher undertakes to provide Company with accurate bank account details and
accepts that all Bank transfer charges will be passed to Publisher.
6) Limitation of Liability and Indemnity
- 6.1 Company shall be relieved from any liability for damages for the breach, non-observance
or misuse of Publisher's obligations under this Agreement.
- 6.2 Publisher is strictly committed to supervise and monitor any mobile ad campaign
it executes through the ADFALCON Service and Company shall not be liable, whether
to Publisher or any other person; for loss of profits of any type of direct, indirect
or consequential loss resulting therefrom.
- 6.3 Company shall not be liable to Publisher or any other person in respect of any
event of default for loss of profits or any type of indirect or consequential loss
(including loss or damage suffered by Publisher as a result of an action brought
by any person).
- 6.4 Publisher agrees under all circumstances to defend, indemnify and hold Company,
its parents, subsidiaries, affiliates and employees harmless from Publisher's and
all any person's liability and damages and costs of any nature arising out of or
in relation to Publisher's receipt or use of the ADFALCON Service. Publisher hereby
warrants to indemnify Company in case of any action related to the above from any
other person. Publisher shall further do everything necessary to protect the credibility
of the Company and the reputation of the ADFALCON Service.
7) Intellectual Property
- 7.1 Company is the sole beneficial owner of the ADFALCONE trademark and Intellectual
Property Rights.
- 7.2 No right or license has been granted to Publisher or any person by Company to
use in any manner or to do anything which would or might otherwise infringe any
of the Intellectual Property Rights referred to above.
- 7.3 The business of Company as now carried on does not and is not likely to infringe
any Intellectual Property Right of any person (or would not do so if the same were
valid) or give rise to a liability to pay compensation.
8) Confidentiality
- 8.1 Publisher shall keep secret and confidential all confidential information disclosed
to it in connection with its receipt or use of the ADFALCON Service or otherwise
belonging to Company or any other person (and shall procure that its agents and/or
employees are similarly bound) and shall not disclose the same to any other person
unless Publisher is otherwise permitted to disclose such information.
- 8.2 Company shall not warrant the privacy and confidentiality of all data and confidential
information transmitted, obtained or collected from Publisher in connection with
its registration or use of the ADFALCON Service and Publisher shall hold Company
harmless against any liability arising therefrom. Company shall additionally have
the right to use such information in marketing campaigns and success story publications.
9) Duration and Termination
- 9.1 This Agreement shall remain in force as long as the Publisher is receiving ads
using the ADFALCON Service.
- 9.2 Publisher accepts and acknowledges the right of the Company to terminate this
Agreement at anytime.
- 9.3 Company shall be entitled to terminate this agreement forthwith if the Publisher
otherwise neglect or fail to perform or observe any of the provisions of this Agreement
or commit any breach of obligations hereunder, which breach if remediable is not
remedied to the satisfaction of the Company.
10) Consequences of Termination
- 10.1 The Publisher shall immediately cease to use the ADFALCON Site and Service
and Company shall have the right to ban the access of the Publisher thereto.
- 10.2 Notwithstanding article paragraph (10.1) of this article, In the event this
Agreement was terminated due to breach of any provision of this Agreement by the
Publisher; Company shall have no obligation to share any revenue with Publisher
mentioned in Article 5 of this Agreement
11) Modification
Company may change, suspend or discontinue the ADFALCON Services (or Publisher's
access thereto) at any time, including the availability of any feature, advertisement,
publisher or Content, without notice or liability. Company reserves the right, at
its discretion, to refuse to allow access of Publisher to the ADFALCON Services
at any time.
12) Governing Law
This Agreement shall be governed by and construed in all respects in accordance
with the laws of England. The courts of England shall have exclusive jurisdiction
to determine any disputes which may arise out of, under, or in connection with this
agreement, save that Company shall retain the right to bring proceedings against
the Publisher in the courts of any other country which has jurisdiction. Notwithstanding
the foregoing, nothing herein prevents Company from applying to the courts of any
other country for injunctive or other interim relief.
14. Assignment
All the rights rendered to Advertiser under this Agreement may not be assigned or
transferred to any other person.
13) Assignment
Each of the restrictions and provisions contained in this Agreement and in each
clause and sub-clause hereof shall be construed as independent of every other such
restriction and provision to the effect that if any provision of this Agreement
or the application of any provision to any person, firm or company or to any circumstances
shall be determined to be invalid and unenforceable then such determination shall
not affect any other provision of the Agreement or the application of such provision
to any person, firm, company or circumstance all of which other provisions shall
remain in full force and effect.
14) Severability
Each of the restrictions and provisions contained in this Agreement and in each
clause and sub-clause hereof shall be construed as independent of every other such
restriction and provision to the effect that if any provision of this Agreement
or the application of any provision to any person, firm or company or to any circumstances
shall be determined to be invalid and unenforceable then such determination shall
not affect any other provision of the Agreement or the application of such provision
to any person, firm, company or circumstance all of which other provisions shall
remain in full force and effect.
15) No agency/partnership
Nothing in this Agreement shall constitute a partnership between the parties or
shall authorize either party to assume or attempt to assume any obligation in the
name of or on behalf of the other.
16) Waiver
Company's waiver of any breach or default by the Publisher of any of the provisions
of this agreement shall not be construed as a waiver of any succeeding breach of
the same or other provisions nor shall any delay or omission on Company's part to
exercise or avail itself of any right power or privilege that it has or may have
hereunder operate as a waiver of any breach or default by the other party.
17) Force majeure
Neither party hereto shall be liable for any breach of its obligations hereunder
resulting from causes beyond its reasonable control including but not limited to
fires strikes (of its own or other employees) insurrection or riots embargoes container
shortages wrecks or delays in transportation inability to obtain supplies and raw
materials requirements or regulations of any civil or military authority (an "Event
of Force Majeure").
18) General
The recitals and annexes constitute an integral part of this Agreement.
ANNEX1
Ads Specifications
In respect of this Agreement , we shall only accept Ads with the following technical
specifications :
- • Smartphones
- • smartphone image banner
- o 320*48 pixel
- o PNG, JPEG, GIF
- o File size < 75 K
- • IAB AB Medium Rectangle
- o 300*250 pixel
- o PNG, JPEG, GIF
- o File size < 75 K
- • Feature phones
- • XL image banner
- o 300*50 pixel
- o PNG, JPEG, GIF
- o File size < 10 K; 15 for GIF
- • L image banner
- o 216*36 pixel
- o PNG, JPEG, GIF
- o File size < 6 K; 9 for GIF
- • M image banner
- o 168*28 pixel
- o PNG, JPEG, GIF
- o File size < 4 K; 6 for GIF
- • S image banner
- o 120*20 pixel
- o PNG, JPEG, GIF
- o File size < 2 K; 3 K for GIF
- • Tablets
- • IAB Standard banner
- o 468*60 pixel
- o PNG, JPEG, GIF
- o File size < 75 K
- • IAB Leaderboard
- o 728*90 pixel
- o PNG, JPEG, GIF
- o File size < 75 K
- • IAB AB Medium Rectangle
- o 300*250 pixel
- o PNG, JPEG, GIF
- o File size < 75 K
- • IAB Skyscraper
- o 120*600 pixel
- o PNG, JPEG, GIF
- o File size < 75 K
A text to be displayed below the Ad; 40 characters long.