Media Fix Online – TERMS AND CONDITIONS OF BUSINESS

We are Media Fix Online, whose registered office and postal address is 

555 W 5th St

35th Floor 

Los Angeles, CA 90013

 

We are a company registered in CA ,USA.

You are the client who supplies us with the use of Websites for Ad Monetisation and/or agrees that we provide Enhanced Services

to you (”you”, “your” or “Publisher”)

1 OUR DEFINITIONS

(1) “Ad Monetisation” means when you supply us with the use of your Website to enable us to manage third parties who pay

Revenue to place Adverts on the Website and in consideration for this supply you are paid an Agreed Percentage of any Revenue

generated.

(2) “Advertisement” or “Ad” means any text, graphics, rich media, accompanying script and any other materials provided by a

third party advertiser, usually through an intermediary third party or an exchange.

(3) “Agreed Percentage” means the percentage of the Revenue from Ad Monetisation, which you will be paid, as shown in the

Proposal or as otherwise agreed in writing.

(4) “Agreement” means the agreement between us for Ad Monetisation and/or our provisions of Enhanced Services incorporating

these Terms and Conditions of business, any individual Proposal and any special terms we have agreed (or subsequently agree)

in writing. This constitutes the entire agreement between us in relation Ad Monetisation and/or Enhanced Services and supersedes

all previous agreements relating to it.

(5) “Consumer” has the same meaning as in regulation 4 of the Consumer Contracts (Information, Cancellation and Additional

Charges) 

(6) “Enhanced Services” means any professional services which we agree to supply to you as outlined in each Proposal, including

such tools, technology, products (for example, training materials), advice and access to third party services that we believe

necessary for us to supply those services.

(7) “Google” means Google Inc, or other subsidiaries of Alphabet Inc.

(8) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, invention, know-how, confidential information or process including, but not limited to, management process, technical, creative or artistic concept and/or design, right to extract or exploit information from a list of contact details or a database, any contact or database rights and any application for any of the above, and any other intellectual property right recognized in any part of the world, whether or not presently existing or applied for, which is held by the owning party

(9) “Invalid Activity” means any activity which could edit, modify, revise, adapt or hide any advertising (including any part of the advertising content) and/or anything which could adversely interfere with the display of any advertisement and/or which would artificially inflate impressions or clicks or attract any traffic which a third party would reasonably find to be unacceptable.

(10) “Minimum Payment Threshold” means the Revenue amount which triggers a payment to you – please refer to clause 6 and your Proposal.

(11) “Proposal” means the document describing the Ad Monetisation agreed and/or Enhanced Services to be provided by us as may be amended by us both in writing. This may be in the form of an email to you.

(12) “Revenue” means the amount which any third parties agree to pay place advertisements on your Website

(13) “Website” means your website or websites, as detailed in the Proposal or any other websites that we may subsequently agree in writing together with all content on the website.

(14) “Working Day” means any Monday to Friday inclusive, from 9 am to 5 pm GMT, but excludes all public holidays.

(19) Unless the context requires otherwise, reference to the singular includes the plural and reference to the masculine includes the feminine and vice versa.

(20) We use headings for convenience only and these are not intended to affect the interpretation of these terms and conditions.

2 ABOUT OUR AGREEMENT

(1)(a) Details of Advertising Monetisation and/or any Enhanced Services are contained in your Proposal.

(b) We reserve the right to vary these terms and conditions without notice but the terms and which apply to your purchase are those which were current at the date of your Proposal.

(2) Where an individual enters into an agreement with us on behalf of an organisation, that organisation also confirms that it will be bound by such agreement.

(b) You are always responsible if you ask anyone to liaise, communicate or work with us (for example to supply us with information) for you or on your behalf.

(3) Advertising Monetisation, which is subject to the basis that we both agree to comply with these terms and conditions, means that

(a) You retain control of your Website but supply us with the use of your Website (no other Websites will benefit) to enable us to manage third parties who pay Revenue to place Adverts on the Website

(b) In consideration for this supply you are paid an Agreed Percentage of any Revenue generated

(4) From time to time you may ask us to provide Enhanced Services to you which, unlike Ad Monetisation, are services we supply to you. Enhanced Services are supplied remotely and/or from our own premises

3 WHAT YOU NEED TO DO – YOUR OBLIGATIONS

(1) For the duration of our Agreement you confirm that

(a) You are responsible for and the legal owner of the Website and own the root domains or have express written permission from all of the owners to enable us to enter into an Agreement together.

(b) You are a business organisation and any legislation which is only applicable to Consumers will not apply to our Agreement with you

(c) You own the content or have a licence to use it in the manner it is being used and it not subject to any third party rights or contrary to any law.

(d) The Website complies with the Google DoubleClick Ad Exchange Seller Program Guidelines

(https://www.google.com/doubleclick/adxseller/guidelines.html) including, but not limited to, Website content requirements and Advertising and Cookies Policy and you specifically agree to comply with Google’s Platform Policies at 

https://support.google.com/platformspolicy/answer/3013851?visit_id=1-636347769356428044-3576990137&rd=1 and will

ensure that any Website benefiting from any Ad Monetisation and/or Enhanced Services service will be operated in accordance with those policies and

(e) Where appropriate or where you feel necessary, you agree to take relevant independent professional advice before allowing Ad Monetisation and/or our Enhanced Services.

(2)(a) You agree to co-operate with us and to

(i) provide access to the Website and anything else we reasonably need for Ad Monetisation and/or any Enhanced Services and deal with the receipt and payment of Revenue 

(ii) assist us by doing anything we reasonably require you to do in relation to the Website (such as installing and using tools and technology and accessing third party services and following our reasonable advice within 7 days of our request to you. If you fail to co-operate, we reserve the right to terminate our agreement

(b) At your own expense, you must obtain all and any permissions, consents and anything similar required prior to Ad Monetisation and/or any Enhanced Services.

(3)(a) You also understand that you are responsible for anything you provide to us (including any access to any Website and its content, data, documentation and information) and agree that you are able to provide this to us and it will be complete, true, accurate and valid, will not breach any rights of any third party, whatsoever in nature (including, but not limited to, copyright or other intellectual property rights) and is not contrary to any law and you will neither omit nor withhold any data, information or documentation required nor change any data, information or documentation that would cause it to be, or appear to be, false or inaccurate and will ensure it is virus-free. It is your responsibility to retain, as applicable, up to date copies and/or back-ups of anything which you provide to us or grant us access to.

(b) Where we access the Website, for example to add code or make changes you understand that you are responsible for undertaking proper testing and that we cannot be responsible for anything which occurs.

(4)(a) You agree that neither you, nor anyone with your knowledge or on your behalf or under your control will take any action, or fail to take any action, which could result in circumventing our agreement or any Invalid Activity whatsoever. This is because if you do so Google may close your account and other third parties will refuse to work with you and you will not receive any Revenue.

(b) You understand that third parties will not tolerate any Invalid Activity. Invalid Activity will be investigated and, during or at the end of such investigation, Ad Monetisation may be suspended or terminated. Please also see clause 6.

(c) If you wish to discuss any aspect of the Ad Monetisation (for example, you wish to clarify what would be Invalid Activity), please contact your nominated contact with us or email [email protected]

(5) You agree to ensure that Ad Monetisation and/or, where relevant, any Enhanced Services are used responsibly, for the purposes supplied and comply with all applicable legislation and in accordance with our Agreement with you.

(6) You agree not to attempt to circumvent our Agreement in any way. Once we have introduced you (whether that introduction is electronically, orally or in writing) to a third party as part of Ad Monetisation then, in consideration of that introduction, you remain responsible for ensuring that we receive payment of the Revenue (less your Agreed Percentage) in respect of any Revenue which is earned for a period of 12 months from the date of our introduction.

4 OUR OBLIGATIONS

(1) We work to the best of our ability, with reasonable skill and care and to a reasonable standard. However, we make no warranty and cannot guarantee that any part of Ad Monetisation and/or Enhanced Services will be, as applicable, available, uninterrupted, secure, accurate and free from any errors.

(2)(a) You agree and understand that, although we do our best to help you achieve any objectives you share with us, since we make no warranty or endorsement about Ad Monetisation and/or Enhanced Services we cannot guarantee any Revenue or any results. It is your responsibility to ensure that any Ad Monetisation and/or Enhanced Services meet your specific needs.

(b) No recommendation, opinion, statement or anything whatsoever that we provide shall form any endorsement or guarantee in respect of any Ad Monetisation and/or Enhanced Services.

(c) We make no warranty and cannot guarantee that the Ad Monetisation and/or Enhanced Services or anything we provide or that any data generated, stored, transmitted or used via or in connection with Ad Monetisation and/or Enhanced Services will be, as applicable, uninterrupted, secure, free from any errors, virus and/or other code that has contaminating or destructive properties, up to date, received or delivered correctly or at all.

(d) Except as we have expressly stated in writing or any statutory warranties which apply by law, we offer no other express or implied warranties. Accordingly, you agree and understand that we are not responsible for any action you take or fail to take as a result of Ad Monetisation and/or Enhanced Services, nor for any reliance you may place upon them, nor any consequences whatsoever during or as a result of our Ad Monetisation and/or Enhanced Services or failure to supply. This means that we will not be responsible for any damages or losses incurred because you rely on Ad Monetisation and/or Enhanced Services or you fail to follow guidance or to take appropriate action, precautions and care.

(3) Unless specifically agreed otherwise in writing, time is not of the essence and timelines and limits provided are estimates only.

(4) We reserve the right to

(a) Suspend Ad Monetisation and/or Enhanced Services when necessary, but restoring them as soon as we deem reasonably practicable

(b) Use alternative third parties and, where applicable, other persons and/or organisations with suitable skills and experience and use alternative venues as may be necessary.

(5) Whilst we understand the need to maintain the reputation of your Website you acknowledge and agree that we have no responsibility with regards to the content or behaviour of any advertisement or third party and are under no obligation to fill any particular advertising request. 

(6) Any data, information, reporting or documentation we have agreed to provide will be in the format that we, in our sole and absolute discretion, deem appropriate.

(7) We reserve the right to include a reference to Ad Monetisation and/or us providing Enhanced Services to you (but not the exact nature of the Ad Monetisation and/or Enhanced Services) as part of any promotion and marketing of our business.

5 LICENCE, INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

Unless we agree otherwise in writing

(1)(a) You retain all the Intellectual Property Rights in the Website.

(b) We retain all the Intellectual Property Rights in anything we supply to you or it remains vested in third parties from whom a licence is granted.

(c) For the duration of our Agreement we grant you a world-wide, royalty-free, non-exclusive licence to use anything we supply to you solely for the purposes we supplied them.

(d) You agree to grant a non-exclusive, worldwide and royalty-free sub-licensable licence for the whole of any agreement between us, to use your Website for Ad Monetisation and/or, where relevant, so that we can provide Enhanced Services to you.

(2)(a) Unless otherwise provided for in these terms and conditions or otherwise agreed in writing, we both agree to keep any confidential information obtained from each other or about each other during the provision of the Ad Monetisation and/or Enhanced Services and, other than to provide the Ad Monetisation and/or Enhanced Services, will not disclose it to any third party, unless we both agree or as required by law or Court Order or as it becomes public knowledge.

(b) However, for the avoidance of any doubt, you agree that we will share information you provide to us (for example statistics about the Website such as visitor numbers, popular content, user device patterns and geographic spread of traffic) to third parties so that we can provide the Ad Monetisation and/or Enhanced Services to you.

(3) As relevant we both agree that all data with be handled and used in accordance with the current data protection legislation in CA.

6 REVENUE AND PAYMENT

(1) Please refer to the Proposal or any subsequent agreement we make in writing which details the Ad Monetisation and/or Enhanced Services.

(2)(a) With Ad Monetisation you receive Revenue when a third party uses the Website for advertisements, provided there is no Invalid Activity, in return for you supplying us with the use of your Website.

(b) Third Parties make reports of estimated Revenue earned but these remain estimates until such time as cleared payment of Revenue is received.

(c) You accept and agree that all final Revenue calculations made, based on third party input, are final.

(d) Third Parties usually pay Revenue directly to us but sometimes your Agreed Percentage is paid directly to you – we will confirm this in the Proposal or in writing to you.

(3)(a) Where the third party pays us the Revenue, you authorize us to issue a self-billing invoice on your behalf before you receive any payment. 

(b) Revenue is paid to you provided the amount due is at least the Minimum Payment Threshold. However, other than a final payment due to you if our Agreement is terminated, if the Revenue due to you is less than the Minimum Payment Threshold then it will remain unpaid as a credit due to you but will not be paid until the amount due to you is at least the Minimum Payment Threshold.

(c) Unless a third party has raised a query, such as about Invalid Activity, payment is made to you

(i) by direct bank transfer using the bank details you supply to us. Revenue will only be paid to your own account (i.e. an account in your business name registered to the address as shown on the Proposal) and it is your responsibility to ensure that we always have your correct and current bank details because otherwise Revenue will remain unpaid until you do so.

(ii) If you have any queries regarding payment dates, please email your nominated contact.

(d)(i) you understand that where a third party has raised a query about any Revenue payments which may have been paid or be due to you (for example, if the third party suspects Invalid Activity) then payment due to you will be suspended for up to 90 days from the date that they would otherwise be paid to enable reasonable investigations to be completed. Please also see clause 3(4)

above.

(ii) following an investigation, the third party may refuse to pay any Revenue which means you will not receive the Revenue which has been the subject of the query. You may also be asked to pay back any Revenue which has already been paid to you by third parties which is payable with 14 days of invoice or the end of the investigation, whichever is sooner.

(4) (a) Unless we agree otherwise in writing, such as in the Proposal, all payments to each other will be made in GBP by bank transfer using the details provided on the relevant invoice.

(b) Where we both agree to payment using a currency other than GBP (such as USD), then the payment provider/bank converts the currency payments at point of payment using exchange rates they determine and this is reflected in the amount received.

(5) Enhanced Services – We will agree the price for any Enhanced Services with you in writing and will include any relevant VAT as shown on the Proposal. Enhanced Services are usually payable in advance and within 30 days of the date of any invoice to you. Deposits paid are non-refundable.

(6) Where payment or any part payment due to us is overdue (such as if there are problems with the payment method or payment does not clear or is not made on time), then we reserve the right to

(a) Immediately cease or suspend the provision of any Ad Monetisation and/or Enhanced Services until we receive full cleared payment.

(b) Where we hold or are due to receive any Revenue on your behalf, we will deduct any outstanding payment due to us.

(c) Charge interest at the rate of 10% per annum from the date that payment is due to the actual date of cleared payment of the

outstanding amount, together with any statutory late payment penalty available. We may also recover reasonable costs including,

but not limited to, legal costs and expenses incurred in obtaining payment.

7 CANCELLING AND TERMINATION

(1)(a)We can terminate our Agreement without notice if you have breached any part of this Agreement, such as by using Invalid Activity.

(b) Otherwise, either of us can terminate our Agreement (as regards to some or all of the Ad Monetisation and/or Enhanced Services) at any time, for any reason, by giving written notice by email. However, please be aware that it will take some time (usually up to 10 working days) to terminate Ad Monetisation to stop and for Ads to be removed.

(2) However, once notice is given, then for the duration of the notice period as we reasonably require to enable us to end the Ad Monetisation and/or Enhanced Services you must

(a) Continue to co-operate with us and provide us with access to the Website if we require and

(b)(i) take all action and provide such information and support and

(ii) not do anything we advise you not to do (for example unlinking)

(3) On termination,

(a) We will make payment of any Agreed Percentage payable up to the date of termination and you remain responsible and must make such payment as is due to us up to the date of termination (such as payment for Enhanced Services).

(b) Where you terminate the agreement: Any payment already made for deposit, pre-paid fees for Enhanced Services supplied up to the date of termination is non-refundable.

(4) Any agreement will automatically terminate if either of us, as applicable; passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; ceases to carry on its business or substantially the whole of its business; is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

8 OUR LIABILITY AND LIMITATION AND YOUR INDEMNITY

(1) Nothing in our Agreement with you excludes or limits our liability for death or personal injury resulting from our negligence or that of our employees or agents.

(2) Otherwise, in so far as the law allows, we will never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or any third party howsoever caused, including as a result of any negligence, breach of contract, misrepresentation or otherwise. Please also see clause 2 above.

(3) Your remedies are limited to damages which will not exceed the greater of £20 or the actual Balance Payment of Revenue which is the subject of your complaint.

(4) You undertake to indemnify and keep us fully indemnified at all times from and against any actions, proceedings, claims, demands, costs (to include, without prejudicing the generality of this clause, legal costs), awards or damages howsoever arising directly or indirectly as a result of any breach or non-performance by you of any of your obligations, undertakings or warranties as set out within our Terms and Conditions, policies, Proposal or as otherwise agreed with you.

9 CLIENT SUPPORT

(1) We want you to be satisfied with Ad Monetisation and/or Enhanced Services. Therefore, if you need any help or have any queries or complaints (including problems with faulty Associated Products), or would like to suggest any improvements, please contact us using the contact information provided in the Proposal. We aim to respond to any communication from you within 1 Working Day of receipt. If we think that it will take longer to deal with your issues, we will try to keep you informed.

(2)(a) You agree to provide full details of any complaint in writing allowing us at least 30 days so that we can try to resolve it and

(b) You are not entitled to withhold any payment, or part thereof, from us. Any complaints will be dealt with in accordance with this clause.

(3) We both agree to work together in good faith to attempt to settle any complaint or dispute. We both agree that if this is not possible we will consider settling the matter by Mediation or Arbitration before issuing Court proceedings

10 GENERALLY

(1) Assignment – You specifically agree that you can not transfer, sell or share any rights under this Agreement in any way and nobody else can benefit but you without our express written consent.

(2) Notices should be sent to the email and/or postal addresses provided in the Proposal and will be deemed to be received when

(a) sent by email – on the working day on which they were sent provided the sender has a valid successful delivery receipt OR

(b) sent by post by any tracked service, on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee

(3) Signing – (a) Any agreement between us can be executed in any number of counterparts, and on separate counterparts, each of which shall be deemed an original, but the agreement shall not be effective until each of us have executed at least one counterpart.

(b) The counterparts of our agreement, any Proposal and all and any Ancillary Documents may be executed by electronic signature and delivery by electronic means by one of us to the other and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received.

(4) Third party rights – Unless we have specifically agreed, nothing in our Agreement is intended to give any benefit to any third party (whether referred to by name, class, description or otherwise) or any right to enforce any Agreement with us and no one other than you and us can enforce our Agreement and we therefore exclude the Contracts (Rights of Third Parties) Act 1999.

(5) You agree that nothing in our Agreement will be deemed to create any partnership, joint venture or agency relationship between us.

(6) Force Majeure – We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control including, but not limited to, acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply and we are entitled to a reasonable extension of our obligations.

(7) Waiver – Nothing in our Agreement and no express or implied waiver by us in enforcing any of our rights shall prejudice our rights to do so in the future.

(8) Invalidity – Each clause or any part at all of our Agreement is to be regarded as independent of the others. This means that should any clause or any part at all of our Agreement be found to be unenforceable or invalid, it will be severed and will not affect the enforceability or validity of the rest of our Agreement.

(9) Governing Law and Jurisdiction – Our Terms and Conditions and policies, together with our Agreement with you, shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. However, it is agreed between the parties that any disputes will be settled by either commercial mediation or Arbitration only.