The terms and conditions of this Agreement govern your access to and use of the services provided by Nuffnang Ltd. of 201 Borough High Street, London SE1 1JA (“Nuffnang” or “We” or “Our” or “Us”), an entity of United Kingdom, either itself or through its subsidiaries or licensees, via various electronic platforms such as its website namely www.nuffnang.com (“Program”).
BY PARTICIPATING IN THE PROGRAM AND BECOMING A MEMBER OF OUR NETWORK OF PUBLISHERS (a “Publisher), YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SERVICE THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.
"You" or "Publisher" means any entity identified in an enrolment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
Due to Our continuous expansion of Our business, We will need to change Our terms and conditions herein from time to time. If the alterations constitute a material change to Our terms and conditions, We will notify You by posting an announcement on Our site. What constitutes a "material change" will be determined at Our sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the services by You following such notification constitutes Your acceptance of the terms and conditions of the terms and conditions as modified.
Participation in Nuffnang’s Blog Ad Network. Participation in the Program is subject to Nuffnang’s prior approval and under the condition that You continually adhere to the Terms and conditions herein.
You shall provide Nuffnang with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the terms and condition of this Agreement, which may result in immediate termination of Your account. You may not:
We reserve the right to refuse registration of, or cancel an account in its discretion. You shall be responsible for maintaining the confidentiality of Your password.
Nuffnang reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Nuffnang may serve third party and/or Nuffnang provided advertisements ("Ads"). Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorised in writing by Nuffnang (including by electronic mail).
You must be at least 18 years of age, or of legal age as specified by the laws of United Kingdom from time to time, in order to use the Program. Nuffnang shall disclaim responsibility for its contractual obligation made with a minor. Any agreement entered into by a minor shall be deemed to be entered into by the said minor's legal guardian and shall be binding on the legal guardian, including but not limited to all financial charges and legal liability that the minor may incur as a result of entering into this agreement.
Communications Solely With Nuffnang. Any communication regarding any Ad(s) or link(s) displayed in connection with Your website(s) which is registered with the Program ("Your Site(s)") shall be directed to Nuffnang and NOT to any other advertiser.
Representations and Warranties. By signing up with Nuffnang, You represent and warrant the following:-
Responsibilities of Parties’. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of Nuffnang’s specifications, and adherence to the terms of this Agreement.
In any case, Nuffnang reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of any software application to access advertisements or any engagement in any activity prohibited by this Agreement. Nuffnang is not responsible for anything related to Your Site(s), including without the transmission of data between Your Site(s) and Nuffnang. In addition, Nuffnang shall not be obligated to provide notice to You in the event that any Ad is not being displayed properly to end users of the Site(s).
Nuffnang may, from time to time, suggest postings for You to post on Your Site(s). In this regard, Nuffnang is not responsible for such suggested postings and by posting such suggested postings, You are solely responsible for such postings and You release Nuffnang from all claims, demands and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such postings.
You may select a format approved by Nuffnang for the display of Ad Units in connection with the Site(s), but You acknowledge and agree that Ads and/or links: (i) shall only be displayed in connection with the Site(s), each of which may be subject to review and approval by Nuffnang in its discretion at any time; and (ii) shall be subject to the placement guidelines set forth herein. In addition, You agree that while You may display more than one (1) Ad Unit on each Site Web page, You shall not display any Ad Unit on a page that contains Ads associated with another Nuffnang customer (e.g., Your Web hosting company), unless authorised to do so by Nuffnang
Nuffnang strongly encOurages You to include a disclaimer that differentiates Your online postings from Your normal online postings updates.
You are prohibited from attempting to obtain remuneration by unfair methods or inadmissible means. Procuring transactions themselves or through a third party to obtain commission is considered fraud. Pretending or faking transactions, e.g. by providing false data, non-existing data or third party data without authorization when ordering goods or registering online, is strictly forbidden.
Also, it is prohibited to fraudulently pretend or fake activity on Your Site(s), in an automated, unreasonable or any other way, at an unusually high rate of messages and with the bare intention to maximize the number of delivered Advertisements. Furthermore, a website which merely reproduces other sources, e.g. by aggregating one or more RSS feeds, does not qualify for participation in the Program. Any form of misuse will lead to immediate blocking of Your account. Within fOur weeks, the Publisher may raise an objection in written form (e-mail, letter, fax) in order to explain the incident and provide evidence that Your behaviour has not been in accordance with this Agreement. If You are not able to refute the allegation, the termination of Your account will be issued. In such a case, the Publisher will not be entitled to any remuneration. Any damage caused by Your violation of this Agreement may result in further legal actions.
Abuse of Services. You shall not and shall not authorise, procure or encOurage any third party to:-
Nuffnang may investigate any activity that may violate this Agreement. Nuffnang may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason including inactivity of Your account for more than six (6) months.
Confidentiality. You will not disclose or use Nuffnang’s Confidential Information. "Confidential Information" means any information disclosed or made available to You by Nuffnang, directly or indirectly, whether in writing, orally or visually, other than information that: (a) is or becomes publicly known and generally available other than through Your action or inaction or (b) was already in Your possession (as documented by written records) without confidentiality restrictions before You received it from Nuffnang.
Confidential Information includes but is not limited to all information contained within Nuffnang reporting systems, the Ad Code, these Terms, the Policies, and other performance metrics and any other technical or programming information Nuffnang discloses or makes available to You. You may however disclose the unique visits, page views, referrals and keywords of Your Site as tracked by Nuffnang and gross payments to You pursuant to the Program.
No Guarantee. Nuffnang makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks or the amount of any payment to be made to You under this Agreement.
No Warranty. Nuffnang and their licensors are not responsible for any content provided hereunder or for any site that can be linked to or from the ads. To the extent allowed by law, Nuffnang and their licensors make no warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, and noninfringement. Nuffnang makes no warranty and no representation about the results You will obtain through the Program, including but not limited to any representation regarding the amount of money You will earn through the Program. This warranty disclaimer shall apply to the maximum extent permitted by law.
Limitations of Liability. You expressly agree to the following limit of liability. Nuffnang will not be liable for any lost profits, loss of data, costs of procurement of substitute goods or services, or for any other indirect, special, incidental, punitive or consequential damages arising out of or in connection with this agreement, however caused, and under whatever cause of action or theory of liability brought, even if Nuffnang has been advised of the possiblity of such damages.
Payment. You shall receive a payment related to the number of unique visits on Your blog and valid impressions of Ads displayed in connection with Your Site(s), in each case as determined by Nuffnang for its participants in the Program. You agree to notify Nuffnang of any disputed or missing payment within thirty (30) days of the date that payment is or should have been received. You understand You will have waived the right to dispute the accuracy or receipt of payment after the thirty (30) days of the date that payment is or should have been received.
Subject to the clause herein, in the event the Agreement is terminated, Nuffnang shall pay Your earned balance to You within approximately sixty (60) days after the end of the calendar month in which the Agreement is terminated by You (following Nuffnang’s receipt of Your written request, including by email, to terminate the Agreement) or by Nuffnang. In the event where the Account and Agreement termination is initiated by Nuffnang due to the Program Regulations or Terms and Conditions not being adhered to, the Publisher acknowledges Nuffnang’s right to make a payment to the Publisher based on the items as suggested in the Program Regulations. In no event, however, shall Nuffnang make payments for any earned balance less than GBP 0 and in the event of termination of this Agreement by any parties, such earnings shall be forfeited and Nuffnang shall be entitled to utilise such earnings as administrative cost in the termination this Agreement and Your account. Notwithstanding the above, Nuffnang shall not be liable for any payment based on:
Nuffnang reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement, terms and conditions or policies by You, pending Nuffnang’s reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to Nuffnang.
In addition, if You are past due on any payment to Nuffnang in connection with any Nuffnang program, Nuffnang reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Nuffnang. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.
You are also responsible for maintaining accurate data including payment that is due to You or paid to You. However, in the event that such record does not correspond with Nuffnang's records, the latter shall prevail.
You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. Nuffnang may change its pricing and/or payment structure at any time.
If You dispute any payment made under the Program, You must notify Nuffnang in writing within thirty (30) days of any such payment; failure to so notify Nuffnang shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Nuffnang. No other measurements or statistics of any kind shall be accepted by Nuffnang or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorised in writing by Nuffnang (including by electronic mail).
Payment is made via cheque to Your mailing address as registered by You during Your registration. The cheque can only be sent to an address within the country of the Nuffnang services You registered with.
You are also responsible for maintaining accurate data including payment that is due to You or paid to You. However, in the event that such record does not correspond with Our records, the latter shall prevail.
Publicity. You agree that Nuffnang may use Your personal details, images from Your website and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If You wish to use Nuffnang’s trade names, trademarks, logos, domain names, and any other Nuffnang Brand Characteristics ("Brand Characteristics"), You may do so, so long as such use is in compliance with this Agreement and You agree not to:
Indemnification. You agree to indemnify, defend and hold Nuffnang, its agents, affiliates, shareholders, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.
Rights of Nuffnang. You acknowledge that Nuffnang owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Nuffnang’s ad serving technology excluding items licensed to Nuffnang from third parties), and that You will not acquire any rights, titles, or interests in or to the Program except as expressly set forth in this Agreement.
You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Nuffnang’s services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
You will not remove, obscure, or alter Nuffnang’s copyright notice, Brand Characteristics, or other proprietary rights notices affixed to or contained within any Nuffnang services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
Dated: 28 June 2013