Terms and Conditions (Collectors)
1. Background & Definitions
These Terms of Service and the Insertion Order (together, this “Agreement”) are entered into as of the date (“Effective Date”) of the applicable Insertion Order by and between the Collector (details of which are specified in the Insertion Order) (“Collector”) and Ads Collector. (“Company”). Each Company and Collector shall be referred to as a “Party” and jointly as the “Parties”.
1. Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them below.
any type of content (such as text messaging, audio and video files, rich media, content, text, and graphic files), including but not limited to push notifications, banners, buttons, pop-ups, pop-unders, lightbox interstitial and text links that are generally used as an advertisements
Company’s technology, allowing contact between Advertisers and Collectors using Company’s services, enabling the presentation of Ads on Collector’s defined below Media
1.3 .“Applicable Law” applicable directives, laws, regulations and industry standards (“Laws”) (including the Laws which apply to the End User (at its place of residence) of a service or product of the Collector and the Laws of Nigeria
1.4. “End User”
individual human end users of the Media.
The Parties agree that: (A) all information relating to the Solution or access thereto, (B) the Platform or the Tag, (C) any information regarding the content, purpose, design or function of the Solution, (D) any know-how, technical data or other information, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, developments, inventions, processes, marketing or finances that is disclosed to Collector; or (E) information concerning End Users interacting with the Ads, shall be deemed as the Company’s Confidential Information (F) Information concerning payouts and rates paid to Collector.
The Parties understand, however, that Confidential Information shall not include any information that either Party can establish by written record (1) is already public knowledge without breach of confidentiality restriction, or (2) was known to such Party prior to its negotiations with the other Party, or (3) that is hereafter rightfully furnished to a Party by a third party without restrictions on disclosure and without breach of confidentiality restriction.
Code that request an Ad from the Platform (which often can be referred to as JS Tag, Ad Tag or an SDK in mobile applications), which is provided by Company for implementation on Collector Media
Internet assets in Collector’s Media in which Ads are displayed, sold by Collector to Advertisefrs using the Platform.
Social media account, Websites, applications, mobile websites, mobile applications, and other media: (i) owned and controlled by Collector, or (ii) that Collector otherwise has the contractual right to present and sell Ads on.
The Platform and its components including but not limited to the methods, tools and other intellectual property of the Company.
2.1 Subject to the terms provided herein the Company grants Collector a limited, non-exclusive, non-assignable and non-transferable right to place the advert on its social Media wall and remotely access the Platform solely for the purpose of presenting Ads on its Media through social sharing or link posting, during the Term (defined below). Except for the limited license granted herein, all rights (including intellectual property rights), title, interest and all copyright rights in and to the Solution and part thereof are hereby reserved. Collector hereby grants to the Company during the Term, a limited, fully revocable, non-exclusive, non-transferable license to place ad in Collector’s social media wall (where applicable) adverts from advertisers .Collector must either approve this action before execution or provide pre-approval by subscribing to auto-placement service .
2.2 Collector shall not and shall not attempt to: (a) resell, sublicense, lease, time-share, distribute or otherwise transfer to any third party its right to access and use the Solution or any part thereof; (b) reverse engineer, decompile or dissemble the Solution or any part thereof; (c) modify, copy or create derivative works of the Solution or any part thereof, or (d) access the Solution or any part thereof for the purpose of building a competitive product or service or copying its features or user interface or authorize or permit a direct competitor to do so. The Company reserves all rights not expressly granted hereunder.
Collector agrees that it is responsible for any acts or omissions of its agents or permitted subcontractors that access or uses any of the Solution or any part thereof, and Collector will ensure that such agents and permitted subcontractors comply with the terms of this Agreement.
3. Collector’s Representations and Warranties
3.2 Collector shall implement the Tag or share content in accordance with Company’s instructions delivered to Collector from time to time via the Platform or otherwise.
3.3 Collector will not modify the content of any Ad, and will only place the Solution and its Ads in accordance with Applicable Law and reasonable trafficking instructions which may be provided by the Company from time to time. Collector understands that any modification to the Ads content or failure to comply with trafficking instructions may result in errors and discrepancies for which the Company is not responsible
3.4 Collector will be solely responsible (a) for the Media (including the content provided therein); (b) for all its use of the Solution hereunder (including, without limitation, the use of Ads and their presentation in the Media); (c) to use the Solution in compliance with Applicable Law and the instructions provided by Advertisers and/or the Company; (d) to obtain, and be deemed to have hereby granted to the Company, all rights necessary to allow the Company to store, and serve the Ads or otherwise provide the services hereunder (including the collection of information by the Company according to the terms of the PP); (e) comply with all policies relating to the Solution, including the Guidelines, attached as Exhibit 3.4, as may be amended/provided from time to time; and (f).
3.5 Collector will not, nor will it attempt to:
3.5.1 breach, disable, tamper with, develop or use (or attempt) any workaround for, or otherwise damage Solution (including the Platform or any portion thereof) or content provided there through, or any security measure thereof;
3.5.2 Collector will be solely responsible (a) for the Media (including the content provided therein); (b) for all its use of the Solution hereunder (including, without limitation, the use of Ads and their presentation in the Media); (c) to use the Solution in compliance with Applicable Law and the instructions provided by Advertisers and/or the Company; (d) to obtain, and be deemed to have hereby granted to the Company, all rights necessary to allow the Company to store, and serve the Ads or otherwise provide the services hereunder (including the collection of information by the Company according to the terms of the PP); (e) comply with all policies relating to the Solution, including the Guidelines, attached as Exhibit 3.4, as may be amended/provided from time to time; and (f).
3.5.3 interfere or attempt to interfere (whether through a device, software, mechanism, routine or otherwise) with the proper working of Solution (including the Platform or any portion thereof) or content provided there through;
3.5.3 set, read, write, modify or delete any cookie on the other party or any third party’s owned or operated domain;
3.5.5 transfer personally identifiable information to any other party, or otherwise associate a cookie, web beacon, or other mechanism with personally identifiable information, unless mutually agreed to in writing;
3.5.6 use the Solution, unless mutually agreed to in writing, to select or target (a) sites directed at children under the age of 18 years, or (b) based on information generally accepted as “sensitive” pursuant to Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative) or Applicable Law, rule or regulation (the Company may remove or deactivate any Media or Ads from the Solution);
3.5.7 Make available any content or materials of abusive, pornographic, vulgar, harassing, obscene, invasive or otherwise offensive, or, pursuant to Applicable Law, illegal content of any kind in connection with the Solution (including using the Solution); or
3.5.8 Alter or tamper with any information or materials on or associated with any Service or the Platform or any content provided there through.
3.7 Collector represents and warrants it will not, either by itself or by authorizing or encouraging others to do so, directly or indirectly, act in violation of the foregoing terms. 4. Payment Obligations
4.1 The Company undertakes to pay Collector with 3 days (max time) of request once the minimum payout amount is reached and no fraudulent activity detected which resulted to the fees. The Company will pay Collector the Collector Earnings generated by the Ads displayed on the Media, less associated System Fees, and adjusted as applicable to account for Reconciliation Adjustments. As used herein, “Reconciliation Adjustments” means monthly adjustments made as applicable in order to reconcile Collector’s account. Examples of Reconciliation Adjustments include but are not limited to: (a) application of amounts previously withheld by or not collected from Advertiser, (b) reporting and statistical errors, (c) deduction or roll-over of amounts, and (d) carrying over the uncollected balance of System Fees to the following month when Collector Earnings collected by The Company in a particular month are not sufficient to cover the System Fees due to The Company in such month.
4.2 All numbers with respect to the Ads for the purposes of billing and payment shall be based on the Company’s reporting system. The Company will provide the Collector with automatic reports. The parties agree that Company’s reports will be deemed as sole and decisive evidence with respect to amounts owed hereunder and shall be binding upon the Collector. The Company shall have the right to place certain tracking technology in the Ads (such as tracking pixel(s) or any other mechanism(s)) for observing, recording, analyzing and optimizing the performance of the Ads and the Media.
4.3 Collector Earnings and corresponding System Fees shall be determined based solely on numbers as reported in the Platform. Notwithstanding the above, the Company reserves the right to not distribute Collector Earnings: (a) when amounts due Collector equal less than twenty-five dollars (N1,000), (b) if Collector fails to complete any tax or reporting forms reasonably requested by the Company or to provide the Company with accurate tax information, or (c) where Collector Earnings are generated by any prohibited and/or fraudulent activity.
4.4 Collector acknowledges and agrees that Advertisers reserve the right to refuse to pay on impressions, clicks or actions determined to be fraudulent, artificially inflated or otherwise invalid, and that Collector will not be paid if the Company does not receive payment from the applicable Advertiser.
4.5 Without derogating from the above said, in case Company detects, in its sole discretion, fraudulent activity: (i) Company may suspend and/or block Collector’s account; and/or (ii) no payment shall be paid for the entire day that such activity was detected in; (iii) if Collector believes that such activity is not fraudulent activity, Collector must provide the company with sufficient evidence as will be decided by Company.
4.6 Unless otherwise stated, all payments shall be made in Naira and all amounts referenced herein refer to Nigerian Naira.
4.7 All amounts payable hereunder are exclusive of any sales, use and other taxes, tariffs or duties, however designated (“Taxes ”). Collector is solely responsible for payment of any Taxes applicable amounts paid hereunder.
5. Term and Termination
5.1 This Agreement shall be in full force and effect as of the date of registration of your account (in case self-service platform registration) until terminated according to the terms provided herein.
5.1 This Agreement shall be in full force and effect as of the date of registration of your account (in case self-service platform registration) until terminated according to the terms provided herein.
5.2 The Company may suspend Collector’s access to and use of its Platform including its Solution and/or at its discretion terminate this Agreement if the Company in its sole reasonable discretion believes that: (a) Collector is engaging in a prohibited activity, in particular if Collector violates any Applicable Law or (b) Collector’s continued use of the Platform and or Solution is likely to damage or cause imminent harm to the Platform, the Solution, the Company or other users of the Solution and / or Platform (such as Advertisers).
5.3 The Company may terminate this Agreement for convenience immediately without any notice to Collector
5.4 Upon termination (i) the license provided by the Company hereunder shall immediately terminate and expire; Collector will immediately (a) cease making any use of the Solutions and remove the Tag or adverts from the Media; (b) pay all amounts owed to the Company hereunder; (iii) Sections 6,7,8 and 9 will survive the termination or expiration of this Agreement.
6. CONFIDENTIAL INFORMATION
6.1 Each Party (“Receiving Party”) agrees that it will not use or disclose any Confidential Information received from the other Party (” Disclosing Party”) other than as expressly permitted under this Agreement or as expressly authorized in writing by the disclosing Party. The receiving Party shall use the same degree of care to protect Confidential Information of the other Party as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Collector agrees that it will require every employee or consultant who will have access to, use of, or knowledge of the Solution to execute (in advance of and as a condition to such access, use of or knowledge) a confidentiality agreement including terms substantially similar to those contained in this Section 6.
6.2 Nothing in this Section 6 will prevent either Party from disclosing Confidential Information of the other to the extent required by law, judicial order or other legal obligations, provided that in such an event, the Party disclosing such Confidential Information of the other shall notify such Party to allow such Party to seek a protective order or other appropriate relief. If a protective order is not obtained, the Party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel, in its reasonable judgment, advises is legally required to disclose.
6.3 Upon termination, expiration or earlier upon demand of the Disclosing Party, the Receiving Party shall promptly, return to the Disclosing Party all Confidential Information of such Party which is in tangible form, or certify in writing that all such Confidential Information has been destroyed
7.1 Collector shall indemnify, defend and hold harmless the Company its affiliates directors, officers, agents, employees or successors from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Company arising out of any third party claim related to any alleged or actual breach by Company of the representations and warranties herein and (ii) Company’s access to or use of the Solution (a “Claim”). The Company will promptly notify the Collector of any Claim and promptly tenders the control and the defense and settlement of any such claim to the Collector and shall provide the Collector with all information and cooperation reasonably required Collector’s expense in defending or settling such claim.
7.2 If (1) a third party asserts a claim against Collector asserting that Collector’s use of a Solution or any part thereof in accordance with this Agreement violates that third-party’s patent, trade secret or copyright, or (2) the Company believes the Solution, or any part thereof may violate a right, then the Company will, at its expense: (a) modify such portion of the Solution or any part thereof provided such modified deliverable has at least equal functionality and features at the deliverable with which it is replaced, or (b) procure the right to continue using the Solution or any part thereof, and if (a) or (b) are not commercially reasonable, terminate Collector’s right to use the Solution. This section contains Collector’s exclusive remedies and the Company’s sole liability for any such claims.
7.3 THE SOLUTION AND SERVICES, IF ANY, ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FLAWS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. THE COMPANY DO NOT WARRANT THAT THE SOLUTION THE ADS OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE COMPANY SHALL NOT BE RESPONSIBLE FOR SOFTWARE OR CONTENT THAT IS SERVED THROUGH OR LINKED FROM THE SOLUTION, THE ADS OR SERVICES. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING DISCLAIMER IS A FUNDAMENTAL PART OF THIS AGREEMENT, AND THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER. The Company shall not be liable for any loss (including but not limited to direct loss of revenue, incurred cost or loss of profits) that may be incurred by Collector as a result of any failure of the Solution to operate as expected or anticipated, including but not limited to a failure of any operation of the Solution which results in an incorrect operation or failure to operate as intended, any technical default in the Solution or incorrect impression, campaign or Collector targeting.
7.4 The Company does not monitor content provided or made available in or through Media or the Solution, nor does it screen or has any control over such content. Collector shall be solely responsible for all content so provided and in no event shall the Company be liable for any damages or loss whatsoever, whether direct, indirect, general, special, compensatory, punitive, consequential, and/or incidental, arising out of or relating such content or the use of the Media.
8. Limitation of Liability
8.1 In no event shall either party be liable to the other party for any incidental, indirect, special, exemplary, or consequential damages including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, in each case even if such party has been advised of the possibility of such damages.
8.2 No action arising under or relating to this Agreement, regardless of its form, may be brought by either party more than six (6) months after the cause of action has occurred and in any event no later than three (3) months after the termination of this Agreement, except for an action for non-payment brought by the Collector. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.
9.1 Except for Collector’s payment obligations under this Agreement, neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
9.2 This Agreement contains the entire agreement between the parties and supersedes all other agreements between the parties. Without derogating from the generality of the foregoing, in the event that the terms of this Agreement are in conflict to the terms of any other agreement, provision, quote, order, acknowledgment, or other communications between the parties, the terms provided herein shall prevail over such conflicting terms (even if the conflicting terms are incorporated in a written instrument signed by the parties herein after the execution of this Agreement unless the Collector specifically referred in such instrument to the name and date of this Agreement and to the amendment of its terms and conditions).
9.3 Collector may not assign this agreement without the prior written consent of the Collector, and any assignments in violation of the foregoing shall be void. Nothing in this Agreement is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein. This Agreement shall be interpreted in accordance with Nigeria law and the courts in Lagos shall have sole jurisdiction over any disputes hereunder.
9.4 This Agreement may be executed in two counterparts, each of which shall constitute an original and the two together shall constitute a single agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. The parties agree that Company may amend this Agreement / provide Collector with certain guidelines and that such amendments/guidelines shall be binding upon the Collector within 48 hours of the date such amendments/guidelines has been sent to the Collector.
1 The Collector may not use the Solution or the Ads in any application that has been downloaded to user’s desktops without their permission.
2 The Collector may not use Solution or the Ads through any software, which does any of the following without End User’s explicit authorization: takes control of the End User’s computer to send unsolicited information, diverts or redirects End User’s browser, modifies computer settings for default internet access providers, search providers, bookmarks, security settings or web page display, renders security settings, security software or anti-spyware programs inoperable, induces or deceives a user to provide Personally Identifiable Information, cannot be uninstalled or removed by standard and normal practices.
3 The Collector may not use the Solution or the Ads in any Media that contains content explicitly related to child pornography or is otherwise in violation of Applicable Law.
4 If the Company believes that the Collector is serving content that improperly contains spyware or malware, the Company may at its sole discretion, reply to third party inquiries and disclose Collector name and contact details to third party.
5 Collector must not solicit clicks or click on adverts they promote. These clicks will not be paid and the collector account can be banned.
6 Any one of the preceding instances that occurs through Collector’s Media will count as a single violation of these Guidelines. Each instance will result in a N10,000 non-refundable fine added to Collector next invoice and the Company will reserve the right to take additional actions available to it such as terminating the agreement or other available remedies and actions according to Applicable Law.