Trade name “Adbaazaar” relates to one or any number of legal entities, including its subsidiaries and affiliates.
Adbaazaar is subsidiary platform of “Talkfever Social Media” and a general purpose advertising network solution that works as an ad-exchange with various types of advertisers and publishers around the world, and offers an ability to launch ads campaigns by automated means. Advertising campaigns are carried out through a personal user account at talkfever, and Adbaazaar only offers a tool for such campaign management on multiple destinations and spreading the ad contents in various formats to display the ads on talkfever sponsored campaign, personal socio sponsored viral campaign and affiliate websites and apps.
Therefore, Adbaazaar is not an advertising agency, but an online service connecting advertisers and websites with ads spaces available (publishers).
Your use of this website is subject to our terms and conditions (including the Advertiser and Publisher Agreement) set out herein, and by using this website you are agreeing, and you are signifying your agreement, to be bound by these terms and conditions. You are also responsible for ensuring that all persons who access our website through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
The information contained in this website is provided for general information purposes only. The information is provided by Adbaazaar and while we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
Through this website you are able to link to other websites which are not under the control of Adbaazaar. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, Adbaazaar takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
Before making any decision or taking any action that may affect your financial position or status, consult with a qualified professional. None of the entities within the Adbaazaar network is responsible for any loss sustained by any person using this website or service.
Adbaazaar (the, “Adbaazaar”, "Talkfever Social Media" “We”, etc.) being an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through such service globally (the, “Service”), and
You (the, “Advertiser”, “You”, “Yours”, etc.), seeking for an online service for managing advertising campaigns and marketing consultancy, media market analysis, ads campaign planning, media time buying, and
WHEREAS,
Adbaazaar has offered its services to the Advertiser through www.adbaazaar.com website (the, “Program”), and You decided to utilize the Service,
NOW,
Adbaazaar and Advertiser hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT.
Publisher Agreement (the “Agreement”)
Adbaazaar.com (the, “Adbaazaar”, “ Talkfever Social Media”, “We”, etc.) being an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through such service globally (the, “Service”), and
You (the, “Publisher”, “You”, “Yours”, etc.) being the owner of the website(s) or having sufficient authority to enter into present Agreement, that seeks a service to attract advertisers to such website(s) (the, “Publisher’s web site”, “Your website”, “Site”, etc.),
WHEREAS,
Adbaazaar has offered its service to the Publisher through www.adbaazaar.com website (the, “Program”, etc.) and Publisher’s personal account, and you decided to utilize the Service,
NOW,
Adbaazaar and Publisher hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THIS AGREEMENT ON OUR WEBSITE, YOU
(A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS PUBLISHER AGREEMENT;
(B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND
(C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT.
1.1. “Ad(s) or Advertisement(s)” – means graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar generated by advertiser’s web-servers in response to a query from Adbaazaar.
1.2. “Publisher” – means a party that has decided to enter into this Agreement and to assign Adbaazaar to provide online services in accordance with the terms and conditions of this Agreement.
1.3. “Publisher Account” / “Account” – means the Publisher’s account at Adbaazaar web-site www.adbaazaar.com.
1.4. “Content” – means textual, visual, or aural content that is encountered as part of the Publisher’s websites. It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.5. “Effective Date” – means the date of adoption by Publisher terms of this Agreement or in the absence of its signature, the date when the Publisher set up a Publisher Account with Adbaazaar.
1.6. “Adbaazaar Network” – means Adbaazaar’s digital advertising network available at www.adbaazaar.com, including advertisers and publishers.
1.7. “Adbaazaar Network Property” – means any website, application, content, property or any other media owned, operated, or provided by a company within the Adbaazaar Network upon which Adbaazaar places Ads.
1.8. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
2.1. In order to become a Publisher, you must first accurately submit an application for Adbaazaar account at our website and be in compliance with present Agreement (in case of using Self-service) or register as a Publisher by contacting Adbaazaar directly (in case you wish to use dedicated campaign Management 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 Adbaazaar’ Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. Adbaazaar reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Adbaazaar sole discretion.
2.2. By filing your account application or registering as a Publisher you confirm your understanding and unreserved acceptance of present Agreement and other terms and conditions of Adbaazaar, including, but not limited to the Privacy Policy, published at our website concerning the Services, and confirm you are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.
2.3. In order to be eligible to become a Adbaazaar’ Publisher, all websites must meet the following criteria:
2.4. The content of the Publisher’s website(s) or its affiliated website(s) can not include any material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:
2.5. Adbaazaar has the following Non Acceptable Business rules for Publishers:
2.6. There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Publishers’ personal account. Adbaazaar 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.
Management service assumes that assistance of using the Services and Program shall be provided by Adbaazaar officers.
2.7. You may not transfer your account to anyone without explicit written permission of Adbaazaar 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. Adbaazaar cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
3.1. Publisher shall NOT place any advertisements of Adbaazaar’ network advertisers attracted through the Service on alternative publishers or websites without written consent and approval of Adbaazaar. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Adbaazaar reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a monetary fine in the amount based on the damages caused to Adbaazaar.
3.2. Adbaazaar do not check or control the activities or contents at your website, but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.
4.1. Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”).
4.2. During the month Publisher may track online reports within Adbaazaar reporting system in Publishers’ personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to direct and measure traffic. Campaigns may be adjusted at any time by Adbaazaar team to comply with advertiser´s ad serving stats. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For avoidance of doubt, Adbaazaar reporting system (stats) will be prevailing in any case.
5.1. Cost of using Service depends on the amount and scope of advertising campaigns carried out on Publishers websites during the reporting period based on ads placements generated by Adbaazaar reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Adbaazaar reporting system only.
5.2. In the event that Publisher believes that there is a discrepancy in Adbaazaar’s reporting system, Publisher must provide Adbaazaar with a reasoned report of such discrepancy within three (3) calendar days from receipt of Adbaazaar’s reports. Otherwise, Adbaazaar shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Adbaazaar stats and reports shall prevail.
5.3. Adbaazaar is entitled to make adjustments in Publisher’s account in one of the following cases:
6.1. Adbaazaar offers its Publishers a wide range of payment methods in order to provide convenient conditions for mutually beneficial cooperation.
Adbaazaar has the following payment terms:
6.2. Adbaazaar acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Adbaazaar that it has received without any restrictions. You hereby release Adbaazaar from any claim for Publisher’s revenue if Adbaazaar did not receive funds from the advertiser. Publisher shall hold Adbaazaar harmless and indemnify it from any claims or liability related to such unpaid revenue.
6.3. Adbaazaar provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that Adbaazaar is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.
6.4. Publisher is responsible for all applicable taxes associated with provided Services, other than taxes based on Adbaazaar income. Publisher shall indemnify Adbaazaar against all losses suffered or incurred by the arising out of or in connection with any payment made to the Publisher.
6.5. Publisher responsible to supply valid payment details in personal account of our Service, if details are wrong or if the Publisher change its payment details, it is the Publisher’s responsibility to notify by mail 14 days before payment due date. Publisher will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.
6.6. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program.
6.7. Hereby you represent and warrant to provide Adbaazaar with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfillment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
6.8. You on your own shall ensure the ability to receive payments from Adbaazaar to specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 6 (including if the failure or delay is caused by a third party payment service provider you are using), Adbaazaar shall not be responsible for violation of terms of payment.
6.9. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Adbaazaar related to the transaction. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.
6.10. By entering into this Agreement, you agree to receive Publisher’s revenue as from Adbaazaar, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.
8.1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Adbaazaar Service. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Adbaazaar shall make all determinations about fraudulent activity in its sole discretion.
8.2. If Publisher is suspected in any fraudulent activity Adbaazaar shall have the right to ban Your Publisher Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All advertising campaigns carried out on Publishers websites with fraudulent activities are not subject for payment.
IN NO EVENT SHALL ADBAAZAAR BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR WEBSITE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF ADBAAZAAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADBAAZAAR IS ONLY THE TOOL FOR ADS CAMPAIGNS CONNECTING ADVERTISERS AND PUBLISHERS THROUGH ITS SERVICE. THE INFORMATION, CONTENT AND OTHER ADBAAZAAR SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADBAAZAAR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY ADBAAZAAR, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADBAAZAAR DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE OR PROVIDED BY ADBAAZAAR IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold Adbaazaar harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Program; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.
11.1. Adbaazaar may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Adbaazaar, which shall not be unreasonably withheld.
11.2. 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 of India.
11.3. Each party irrevocably agrees, for the sole benefit of Adbaazaar that, subject as provided below, the courts of India shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Adbaazaar to take proceedings against Publisher in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
13.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Adbaazaar Service and to access our website through our Service only in accordance with the terms and conditions of this Agreement.
13.2. You may not alter, modify, manipulate or create derivative works of Adbaazaar or any our graphics, creative, copy or other materials owned by, or licensed to Adbaazaar in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Adbaazaar’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Adbaazaar without compensation. All rights not expressly granted in this Agreement are reserved by Adbaazaar.
13.3. Your use of the Service shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.
13.4. ALL THE PARTIES HEREBY AGREE THAT ADBAAZAAR DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT PUBLISHER’S WEBSITE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
14.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days´ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you. Adbaazaar reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.
14.2. This Agreement will be blocked when the Publisher’s Account has not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of “Inactive account status”. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, 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. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.
16.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).
16.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.
16.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall 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.
16.4. The foregoing obligations under this section 15 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) 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; (ii) 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, (iii) 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, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.
16.5. 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 shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
16.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.
17.1. Hereby the Publisher expressly orders Adbaazaar to generate and issue the Publisher’s invoices on behalf of the Publisher. Prior to making any payment to a Publisher, Adbaazaar will generate automatically through the Program the invoice on behalf of such Publisher. Furthermore, the Publisher expressly agree that the Program will generate the said invoices based on the stats provided by the Adbaazaar reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
17.2. Parties hereby agree to notify each other about any changes in their payment details.
17.3. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, Adbaazaar is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.
18.1. Present Agreement is the general and principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service, present Agreement shall prevail in any case.
18.2. The relationship between the Parties will be that of independent contractors and nothing in this Agreement is intended to nor will establish any relationship of partnership, joint venture, employment, franchise, agency or other form of legal association between the Parties. Neither Party will have, nor represent to any third party that it does have, any power or authority to bind the other Party or incur any obligations on the other Party’s behalf.
18.3. Waiver clause. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant or representation contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant or representation.
18.4. Headings. Headings to sections and subsections in this Agreement are for the convenience of the Parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
19. Fraud Prevention and Payment Terms
19.1 Adbaazaar ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation.
19.2 All web sites, newsletters, companies, or individuals need official approval from www.adbaazaar.com before they can become an Affiliate/Publisher/Partner.
19.3 Adbaazaar reserves the right to withhold or refuse approval on any web site, newsletter, company, or individual for any reason, whatsoever. Publisher will be notified of Publisher’s acceptance or rejection via email. We may reject Publisher’s application or terminate Publisher’s account at any time, in Our sole discretion.
19.4 In order to be eligible for “Leads Program” Publisher approval, all web sites and newsletters must meet the following criteria:
The content of the web site and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to:
19.5 Publisher will provide adbaazaar with a Federal Tax ID, Social Security Number, PAN Number or other form of identification reasonably requested for payment and/or identification purposes. Publisher’s failure to supply the required information will constitute a basis for terminating these Terms and Conditions and for forfeiting any Commissions to which Publisher would otherwise be entitled under these Terms and Conditions. We will not accept applications with PO Box address.
19.6 Adbaazaar may also require a proof of identity and address. Publisher’s failure to supply a copy of Government issued identity card and a utility bill may lead to frozen payments. Adbaazaar may also require Publisher to produce a copy his documents for further investigation.
19.7 In order to be approved as a “Click Program” Publisher, all web sites and newsletters must meet the following criteria:
19.8 Delinquent Advertiser payments received by adbaazaar will be credited to the Publisher in the month that they are received. Adbaazaar does not guarantee payment to the Publisher if the Advertiser does not pay accrued billed amount.
19.9 Adbaazaar is not liable to pay any overdue interests for delay in payments.
19.10 As a member of the Program, Publisher understands that Publisher is an independent contractor and not an employee, agent, legal representative, or franchisee of Adbaazaar. Publisher further agree and understand that you have no authority to incur any debt, expense or obligation on behalf of, for, or in the name of Adbaazaar.
19.11 Commission payment totals must exceed $100.00 or INR 7000 for countries other than India and otherwise this payment will not be made until the $100.00 minimum is reached.
19.12 Commission rates are subject to change from time to time, without notice upon posting on Our Website. A Commission will only be paid if the User to an approved Program website can be tracked by the system from the time of the click on Publisher’s Link to the time of the sale. No Commission will be paid if the User’s payment to the Program cannot be tracked directly to Publisher’s site by Our System or if full payment for services is not made by the User.
19.13 Adbaazaar reserves the right, in its sole and exclusive discretion, to alter or modify the Program at any time including the method and terms of all payment benefits to Publisher. Any changes posted to the payout details (before and/or after the lead/sale has been generated) shall be binding upon Publisher immediately upon posting the changes. The commissions due to the publisher are also subject to approval by the advertiser within the NET30 payment cycle. It shall be Publisher’s obligation to check the payout details to determine if there have been any changes in the Program.
19.14 Publisher agrees not to carry objectionable materials on their web site which would revoke their affiliation as determined by adbaazaar. Publisher will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text, unless expressly approved in writing from adbaazaar.
19.15 Violation of this forfeits your commissions. Publisher WILL NOT spam or send unsolicited email mentioning or promoting the Publisher programs. Any violation of this will result in the Publisher being liable for damages of $100.00 per email sent and other damages as deemed by a court of law.
19.16 Adbaazaar reserves the right to terminate any (Affiliate’s, Publisher’s, Partner’s) contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All legitimate money due to Publisher will be paid during the next billing cycle. If Publisher defrauds the system, then payment is revoked as determined solely by Adbaazaar.
19.17 Publisher guarantees that all content, products, and services on your web site are legal to distribute and that you own or have the legal right to use any and all copyrighted material.
19.18 Publisher irrevocably covenants, promises and agrees to indemnify adbaazaar and to hold adbaazaar harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member’s web pages.
19.19 If any Publisher violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, Adbaazaar reserves the right to withhold payment and take appropriate legal action to cover its damages.
19.20 Adbaazaar reserves the right to change any conditions of this contract at any time. Change notices are sent to (Affiliates, Publishers, Partners) by email, and (Affiliates, Publishers, Partners) are responsible for complying with any changes to the contract within 5 calendar days from the date of change. Failure of the Publisher to terminate the agreement within those 5 calendar days will constitute acceptance of the changes to this contract.
19.21 Adbaazaar gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by Adbaazaar or its upstream providers.
19.22 You agree to settle any dispute under this agreement under the laws of the laws of the Republic of India without prejudice to its conflict of laws rules. Any litigation arising under this Agreement will be brought in the federal or state courts of Gwalior, India.
19.23 Any legal action taken by an advertiser, agency, client, person, or entity against Adbaazaar for actions of you (the affiliate) that violate these terms and conditions, you accept that Adbaazaar will work with the advertiser, agency, client, person, or entity to divulge your personal information. Publisher also agrees that Adbaazaar is not liable for your actions, and you will bear all costs (legal or otherwise) that Adbaazaar incurs if Adbaazaar is sued by advertiser, client, agency, person, or entity.
19.24 If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.
19.25 If Publisher’s participation in the Program is terminated for any reason, Publisher cease to be a Participating Member in good standing, or Publisher cease to offer services on the Internet, Publisher shall immediately and permanently cease all use of all materials provided to Publisher by Us, through the Program or otherwise, and Publisher will remove all such materials from Publisher’s website. Further, Publisher will immediately cease using Adbaazaar's marks and remove any materials supplied to Publisher by Adbaazaar or referring to the Program websites, including without limitation any banner ads, from Publisher’s website.
Payments issued to Indians:
Indian publishers will be paid via Cheque or NEFT only but no cash payment is allowed.
Payment made will be according to RBI guidelines.
TDS @ 1% for Individuals and @ & 2% for companies will be deducted.
Indian publishers are requested to submit a copy of their PAN card to be able to receive payments.
An individual or an authorized person of website/apps must be 18 years or older to sign up as a Adbaazaar Publisher.
By signing up as a publisher, you agree to Adbaazaar Publisher Terms.
Publisher Declaration:
I have read these Terms and Conditions and will abide by it, including the compliance with all laws related to promotion of vCommission’s Programs. I further acknowledge that it is my responsibility to review these Terms and Conditions regularly for any modifications.
REFUND POLICY
This Refund Policy is applicable for the pre- paid Users of Adbaazaar Services.
You are advised to read this refund policy for information pertaining to the payments and refunds.
1. General Rules
a). A user can pay for adbaazaar services (pre – paid Users) through various modes such as net-banking, debit or credit cards or other payment instruments.
b). The minimum value eligible to activate and start your account for availing the pre – paid mode is Rs. 5000 (Rupees Five Thousand Only). This Policy is applicable for the refund of unspent amount stored in your account.
c). All and any incidental costs direct and/or indirect, in relation to availing, cancelling and/ or refund of Your account under this refund policy, shall be borne by You and in no manner whatsoever shall the Company, be responsible or liable for the same.
d). Company shall not be responsible and/or liable in any manner whatsoever for any network problem, breakdown of machinery, unclear network, disruption in the network and/ or payment gateway errors. Any dispute in connection to the above shall be settled between You and the telecom/mobile operator/ the concerned bank/ credit card/ payment gateway directly, without involving Company.
e). Company shall not be liable and /or responsible in any manner whatsoever in the event of any malfunction/ fault/ failure in the mechanism/ system failure/ due to technical/ technological restrictions and /or due to reasons / events/ incidents beyond the reasonable control of Company and or force majeure event. You shall not be entitled to receive refund of the money in your account of any of the issues as mentioned hereinabove and the only obligation on the Company will be to resume the Services as soon as practically possible using its best efforts. You shall hold harmless Company and its employees, officers or any other person in relation to the refund of the Subscription Fee with respect to the same.
f). You shall not in any circumstances make any claims against Company, their employees, directors and its affiliates arising out of or relating to any and all costs, injuries, losses or damages of any kind, including, without limitation due to any technical faults directly or indirectly, to their cancellation and/ or refund of the subscription. If You are found to be ineligible, or if You have not complied with this refund policy and/ or the Terms of Use of adbaazaar services, the corresponding subscription refund will be disqualified and/ or the User will not be entitled for a refund.
g). The Company reserves the right to change or modify the content of this policy from time to time at its sole discretion and without any prior intimation to You.
h). Limitation of Liability: IN NO CASE SHALL COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM USING THE SERVICES OR MATERIAL THEREOF OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USE OF THE SERVICES OR MATERIAL THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE SUBSCRIPTION, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR MATERIAL THEREOF, EVEN IF ADVISED OF THEIR POSSIBILITY.
1. You agree to defend, indemnify and hold harmless Company, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) Use of and access to the services; (ii) Violation of any term of the Terms of Use of adbaazaar and/ or this refund policy; (iii) Violation of any third party right, including without limitation any publicity, privacy, or intellectual property right; and (iv) Breach of any applicable laws. This indemnification obligation will survive the expiry or termination of this refund policy and Your subscription to use/ access of the Service.
