ADVERTIVE PTE LTD, PUBLISHER AGREEMENT
This services agreement (Agreement) between AdVertive Pte Ltd, 21 BUKIT BATOK CRESCENT #12-79 WCEGA TOWER SINGAPORE (658065) and Publisher is based on the date the application is submitted to AdVertive Pte Ltd.
Statement of Facts
AdVertive Pte Ltd and Publisher have agreed to collaborate in an effort to generate advertising revenue from Publisher web site(s) listed above under Website URL(s). The parties have agreed to execute this Agreement to provide the terms and conditions under which they will proceed with this collaboration.
Publisher Obligations and Eligibility Requirements
To join and remain in the AdVertive Network, a publisher must meet the following Eligibility Requirements. Burst's Eligibility Requirements are also posted on the AdVertive’s web site (www.advertive.com). The following requirements apply to any content that you publish where you have posted your unique AdVertive source code, including all web pages within those domains regardless of whether that particular page hosts AdVertive source code or not.
In consideration of the facts stated above and the mutual covenants contained in this Agreement, AdVertive Pte Ltd and the Publisher agree as follows:
AdVertive Pte Ltd Services
During the term of this Agreement, AdVertive Pte Ltd shall provide the following services to the Publisher:
Subject to the prior approval of the Publisher, AdVertive Pte Ltd shall enter into an agreement (the Advertising Agreement) with one or more web advertising networks or advertisers to serve as the purchaser of banner advertisements placed on any approved Publisher web site.
AdVertive Pte Ltd shall coordinate the payment of all advertising revenue (as set forth below) to the appropriate party. AdVertive Pte Ltd shall submit a monthly report, which specifies the total traffic to the Publisher web site(s) along with the gross advertising revenue produced and the net amount due to the Publisher. The Publisher shall have the right to audit the monthly report, at its expense, for a period of thirty (30) days from the date of such report.
Publisher agrees to abide by all terms and conditions supplied by AdVertive Pte Ltd including written instructions, emails, or other communications intended to define appropriate and acceptable use of AdVertive Pte Ltd services.
Allocation of Advertising Revenue
Pursuant to the Advertising Agreement(s), advertising revenue will be generated from the Publisher web site(s). The gross advertising revenue, including any and all forms of compensation for advertising derived from the Publisher website(s), minus a commission, shall be made payable to the Publisher, by AdVertive Pte Ltd approximately 60 days after the last day of each calendar month so long as the amount payable is equal to or exceeds $50.00 USD. Once payable amount is equal to or exceeds $50.00 USD then AdVertive Pte Ltd shall make payment at the next regularly scheduled payment cycle.. AdVertive Pte Ltd reserves the right to charge back or adjust the amount due to the Publisher in the event of non-payment by any advertiser. Such charge back or adjustment shall not exceed the amount reasonably attributable to the Publisher based on revenue generated from said advertiser.
Publisher agrees not to disclose information regarding the terms or conditions of this agreement to any unrelated third party. Such information would include rates, terms, specific advertisers, or other special conditions offered to the Publisher by AdVertive Pte Ltd in conjunction with this Agreement.
Terms and Termination
Except as otherwise provided herein, the term (the Term) of this Agreement shall be for a period of one month, commencing on the receipt of a signed and dated contract by the Publisher. The Term shall automatically renew for successive one-month increments at the agreed upon commission rate unless either party provides the other with written notice of termination no later than 7 days prior to the date of renewal.
Notwithstanding anything to the contrary contained herein, AdVertive Pte Ltd may terminate this Agreement at any time during the Term immediately upon written notice to the Publisher in the event that:
Relationship Between the Parties
Publisher is an independent contractor under the terms of this Agreement. Publisher is not an agent, partner or employee of AdVertive Pte Ltd and its employees are not entitled to the benefits provided by AdVertive Pte Ltd to its employees. Nothing in this Agreement shall be construed to hold AdVertive Pte Ltd responsible for any workers compensation, FICA, withholding tax, unemployment compensation, or any other payment for which the Publisher must provide or answer on behalf of its employees.
AdVertive Pte Ltd and Publisher agree that AdVertive Pte Ltd holds all title and rights over the AdVertive Pte Ltd services and that no title or rights shall pass to the Publisher hereunder. AdVertive Pte Ltd and Publisher agree that the Publisher holds all title and rights over the Publishers website(s) and the designs posted on such website(s) and that no title or rights shall pass to AdVertive Pte Ltd hereunder.
Neither party may use, assign or display the trademarks, trade names or logos (the Authorized Marks) in which the other party has rights for any purpose without the prior written approval of the other party. Each party acknowledges that the Authorized Marks of the other party are and shall at all times remain the property exclusively of the other party. However, AdVertive Pte Ltd does have rights during the duration of this contract, to use the website URL(s) for the Publisher on the AdVertive Pte Ltd website or in printed materials to promote their network and sell advertising.
Except as specifically provided in this Agreement, neither AdVertive Pte Ltd nor the Publisher shall be liable to the other for any indirect, special, punitive or consequential damages arising under this Agreement or from any breach or partial breach of the provisions of this Agreement or arising out of any act or omission of either party hereto, its directors, officers, employees, servants, contractors and/or agents.
Subject to the limitation on indirect, special, punitive or consequential damages in Section 6.a., each party assumes, releases and agrees to indemnify, defend, protect and save the other (including its directors, officers, agents, representatives and employees) harmless from and against any claim, damage, loss, liability, injury, cost and expense (including reasonable attorneys fees and expenses) in connection with any loss or damage of the indemnified party arising out of or resulting in any way from the acts or omissions to act, negligence or willful misconduct of the indemnifying party, its directors, officers, employees, servants, contractors and/or agents in connection with the exercise of its rights and obligations under the terms of this Agreement.
Each party acknowledges that the other party may be disclosing certain confidential and proprietary information in connection with the services provided under this Agreement, including, but not limited to, specifications, pricing, methods and processes (the Confidential Information). Each party agrees not to use the Confidential Information for their own purposes or benefit or to provide access to the Confidential Information to any third party during the term of this agreement or for a period of five (5) years from the date of termination of this Agreement.
This Agreement shall not be assigned by either party without the prior written consent of the other party.
Successors and Assigns
All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by the successors and assigns of the parties to this Agreement.
This Agreement, and any agreement to which it refers, contains all of the terms of the agreement between the parties with respect to this subject matter and may be amended only by a signed, written agreement by all of the parties to this Agreement.
The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions of this Agreement.
This Agreement shall be governed by, and construed in accordance with, the laws of the Singapore.
Publisher and AdVertive Pte Ltd hereby confirm their mutual agreement to the terms listed in this Service Agreement as of the date of the submission of the publisher application and the written approval and commission offer from AdVertive Pte Ltd.
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