Terms of Service for Advertisers & Publishers
WHEREAS, Media Nexus Ltd. (Media Nexus Ltd.) is a company located and registered in Canada and is engaged in the business of providing display advertising through Media Nexus Ltd..com. Media Nexus Ltd.com is owned and operated by Media Nexus Ltd..
WHEREAS, ““publisher", “advertiser”” and “““publisher", “advertiser”", “advertiser”” desires to participate in the display advertising network through Media Nexus Ltd..com
This Agreement shall govern participation in the display Advertising Network (Program) offered by Media Nexus Ltd..com. By participating in the Program, you will be deemed to have agreed to these Terms and Conditions.
“Publisher", “advertiser” must comply with the terms and conditions set forth in this Agreement.
“publisher", “advertiser” represents and warrants that they are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If “publisher", “advertiser” is a corporate entity, “publisher", “advertiser” represents and warrants that they have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or “User” shall refer to such corporate entity. If, after your acceptance of this Agreement, Media Nexus Ltd. finds that “publisher", “advertiser” does not have the legal authority to bind such corporate entity, “publisher", “advertiser” will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Media Nexus Ltd. shall not be liable for any loss or damage resulting from Media Nexus Ltd.’s reliance on any instruction, notice, document or communication reasonably believed by Media Nexus Ltd. to be genuine and originating from an authorized representative of “publisher", “advertiser’s” corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Media Nexus Ltd. reserves the right (but undertakes no duty) to require additional authentication.
Payment will be sent within 48 business hours from request. “publisher", “advertiser” must log into their account to request payment. If the “publisher", “advertiser” request that payment be made through a third party payment source such as PayPal, Payoneer or Wire Transfer, the minimum payment amount will be determined by such third party payment source. Media Nexus Ltd. reserves the right to withhold payment from “publisher", “advertiser” if it violates any of the terms and conditions set forth herein.
Any advertisers with a positive balance in our platform can request for a refund at any time, and anticipate to receive the refund, from the original payment method within 48 business hours.
Participation: Media Nexus Ltd. shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. The following sites are NOT allowed to participate in our Program:
- Any sites illegal in the United State or Costa Rica
- Sites displaying child pornography, bestiality or contain links to such content
- Libelous or defamatory sites
- Sites containing software piracy
- Sites containing, instructing or describing any form of illegal activity including but not limited to bomb building, hacking or phreaking
- Sites with gratuitous displays of violence; obscene or vulgar language; abusive content and/or content which endorses or threatens physical harm
- Sites promoting any type of hate-mongering based on race, politics, ethnicity, religion, gender or sexuality
- Sites that participate in or transmit inappropriate newsgroup postings or unsolicited email
- Sites promoting any type of illegal substance, paraphernalia and/or activity
- Sites with illegal, false or deceptive investment advice and/or money-making opportunities
- Sites with any type of content that the general public has deemed to be improper or inappropriate
- Sites spreading viruses or exploiting web browser vulnerabilities
- Flash update
- Download / Play Now
- Stream Now
- Browser Updates
- Misleading Virus Ads
- Media Player Upgrade
- Software Downloads
It is the “publisher", “advertiser”’s sole responsibility to maintain acceptable content as outlined in this Agreement. Any violation of these rules will result in the “publisher”, “advertiser”’s immediate removal from the Program, cancellation of your account and your payment will be null and void. Media Nexus Ltd. shall not be responsible or liable for “publisher", “advertiser”’s advertisement content.
“publisher”, “advertiser” may not artificially inflate traffic counts using any device, program or robot. In addition, “publisher”, “advertiser” may not misuse Media Nexus Ltd.’s ad codes to affect “publisher", “advertiser”’s earnings under this Agreement.
Each “publisher", “advertiser” may only hold one account with Media Nexus Ltd.. “publisher", “advertiser”s may have more than one URL in their account, each of which must be submitted for review prior to placing the ad code on each individual site.
Media Nexus Ltd. ad codes may not be modified from its original format without prior written consent from Media Nexus Ltd.. “publisher", “advertiser” agrees to use the ad code provided by Media Nexus Ltd. not more than once per page view. Ad codes may only appear on root URLs that Media Nexus Ltd. has reviewed and accepted for participation in the Program. Ad codes cannot be placed in email messages.
Media Nexus Ltd. is the sole owner of all website, campaign and aggregate web user data collected by Media Nexus Ltd.. Media Nexus Ltd. shall also be responsible for collecting impressions and geographic statistics. “publisher", “advertiser” shall only have access to campaign data that is collected through the use of their inventory.
“publisher", “advertiser” agrees not to artificially inflate traffic counts using any program, script, device or by any other means. Media Nexus Ltd. will audit every “publisher", “advertiser”’s traffic on a daily basis. If “publisher”, “advertiser” produces or commits fraudulent statistics “publisher", “advertiser” will have their account permanently removed from our Program and “publisher", “advertiser” will not be compensated for such fraudulent traffic. Additionally, Media Nexus Ltd. reserves the right to register any fraudulent activities by “publisher", “advertiser” in a global advertisement network fraud database for usage by other advertisement networks. Excessive page reloading or any other abuse of our system may result in Media Nexus Ltd. pursuing legal action against “publisher", “advertiser”.
Removal from Program:
In order to protect our clients and third parties from any form of fraudulent activity, Media Nexus Ltd. may, at our discretion, terminate any account that we believe violates one of our rules or that has very low conversion ratios. We reserve the right to request server logs from “publisher", “advertiser” for investigation. In the case of non-agreement between Media Nexus Ltd. and “publisher", “advertiser” regarding fraudulent activity, the decision of Media Nexus Ltd. shall be the final. Any account that has been cancelled due to fraudulent activities or due to low conversion ratios will not receive payment. In cases where fraud has occurred and payment has been made, Media Nexus Ltd. may take legal action against the “publisher", “advertiser” in addition to closing the account.
“publisher", “advertiser” in violation of the Terms and Conditions set forth herein will be immediately deactivated. Media Nexus Ltd. may deactivate “publisher", “advertiser” with no prior notice, although every effort will be made to notify the deactivated “publisher", “advertiser” via the email address provided by the “publisher", “advertiser”.
Upon termination of “publisher", “advertiser” from the Program the “publisher", “advertiser” shall immediately remove all HTML insertion codes and Media Nexus Ltd. ad codes from any and all web pages where the “publisher", “advertiser” inserted such codes.
Representations and Warranties:
The “publisher", “advertiser” represents and warrants that it has full power and authority to enter into this Agreement. Media Nexus Ltd. is not responsible for any content provided by third parties including “publisher", “advertiser”s. Media Nexus Ltd. and its licensors make no warranty of any kind, whether expressed, implied, statutory or otherwise, including without limitation warranties of merchantability and fitness for a particular usage. “publisher", “advertiser” is solely responsible for any legal liabilities arising out of or relating to (i) the content and other material set forth on the “publisher", “advertiser”’s websites and/or (ii) any content or material to which users can link through the “publisher", “advertiser”’s websites other than through advertisement supplied by Media Nexus Ltd.. “publisher", “advertiser” hereby agrees to indemnify, defend and hold harmless Media Nexus Ltd. and its officers, directors, agents, “publisher”, “advertiser”s and employees from and against all claims, suit, proceeding, assertion, actions, liabilities, losses, expenses, damages and costs including reasonable attorneys fees that may be incurred by reason of any claim arising from or connected with “publisher", “advertiser”’s content, website, commerce and/or business conducted by “publisher", “advertiser” or “publisher", “advertiser”’s misuse of the services provided herein or “publisher", “advertiser”’s breach of any of its representations and/or warranties provided to its customers or third parties.
In no event shall either party be liable for special, indirect, incidental or consequential damages arising from services provided herein. Under no circumstances shall Media Nexus Ltd., its employees, “publisher” , “advertiser”s, or its contractors be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from “publisher”, “advertiser”’s use of or inability to use the services provided herein or “publisher", “advertiser”’s (or “publisher", “advertiser”’s customers or authorized users’) reliance on or use of information, services or merchandise provided on or through the “publisher", “advertiser”’s website or advertisement.
Any advertiser caught with the below restrictions will be suspended, and funds will be withheld:
- Google parked domains or Google Adsense
- Tech Support advertisements
- Any kind of pharmaceutical products or pills
- Explicit and/or illegal content
- Landing pages in violation of legal provisions, privacy rights, trademarks and/or third party rights or offend common decency
- Hardcore pornography (any sexual content that is not suitable for minors)
- Sites pretending that the visitor has or may have a virus on his device (“Tech Support”)
- Paid subscriptions without price information
- Prohibited mechanisms on landing pages
Any advertiser caught with the below restrictions will be suspended, and funds will be withheld:
- Pop up loops that can’t be closed by the user
- More than one entry/exit pop up
- Any mechanism that prevents the user from closing the browser window
- Imitation of system error messages
- Downloads / installations starting without user interaction
- Alert sounds that distress users
Limitation of liability:
Neither Media Nexus Ltd. nor its customers will be subject to any liability for (i) any failure to provide reference or access to all or any part of the website due to system failure or other technological failures of Media Nexus Ltd. or the Internet; and/or (ii) delays in delivery and/or non-delivery of advertisement, difficulties with a customer or advertisement; difficulties with a third-party server; electronic malfunction and/or errors in content or omissions in any advertisement.
Media Nexus Ltd. shall have the sole responsibility for the calculation of “publisher", “advertiser”’s earnings.
Media Nexus Ltd. reserves the right to change any of the terms and conditions herein at any time and such changes or modifications shall be effective immediately upon notification by Media Nexus Ltd. to “publisher", “advertiser” via email advising of such change or modification. “publisher", “advertiser” is responsible for complying with any changes to the terms and conditions within 10 days of the date of change.
Publicity and Trademarks:
“publisher", “advertiser” hereby permits Media Nexus Ltd. to identify “publisher", “advertiser” as a customer of Media Nexus Ltd. and to display “publisher", “advertiser”’s logo in connection with identifying “publisher", “advertiser” as a customer of Media Nexus Ltd.. “publisher", “advertiser” shall not release any information regarding any campaigns and/or relationship with Media Nexus Ltd. or its customers in any press release, promotional materials or merchandising materials without the prior written consent of Media Nexus Ltd.. No press release or general public announcements shall be made without the mutual agreement of Media Nexus Ltd. and “publisher”, “advertiser”.
All written information labeled as proprietary or confidential that is disclosed by either party to the other party shall remain the sole property of the disclosing party. Each party agrees that it shall not disclose, use, modify, copy, reproduce or otherwise divulge such confidential information other than to fulfill its obligations under the Agreement. The prohibitions contained in this section shall not apply to information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party. Neither party shall disclose to third parties, other than its agents and representatives on a need-to-know basis, the terms of the Agreement without the prior written consent of the other party, except either party shall be entitled to disclose (i) such terms to the extent required by law; and (ii) the existence of the Agreement.
In the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.
“publisher", “advertiser” may not, without the prior written consent of Media Nexus Ltd., assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a breach of this Agreement and shall be void. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies to any other person or entity.
The Agreement shall be interpreted according to the laws of Costa Rica without regard to or application of conflict-of-law rules or principles.
This Agreement shall constitute the entire agreement between Media Nexus Ltd. and “publisher", “advertiser” with respect to the subject matter hereof and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby.
No failure of either party to exercise or enforce any rights under the Agreement shall act as a waiver of subsequent breaches.
In the event any provision of the Agreement is for any reason held invalid, illegal or unenforceable, the parties will begin negotiations for a replacement provision and the remaining provisions of the Agreement will be unimpaired. The Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting the Agreement in construing or interpreting the provisions hereof. Except as provided herein, the rights and remedies of the parties set forth in the Agreement are not exclusive and are in addition to any other rights and remedies available to it at law in equity. The Agreement shall be binding upon and shall insure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns. Each party shall comply with all applicable laws, regulations and ordinances relating to their performance hereunder.
Headings used herein are for the convenience of the reader, and shall not be deemed to limit or enlarge the substantive provisions hereof