TERMS AND CONDITIONS
STANDARD TERMS AND CONDITIONS
The following terms and conditions govern the Publisher program of the AdMoment Network. Please read them carefully before joining the program.
(1) JOINING THE NETWORK
1.1 These terms and conditions are a legal agreement between AdMoment (“AdMoment“, “Network”, or “the Network”) and the Publisher (“Publisher”, or “Affiliate”).
1.2 By submitting an Application Form, or by accessing the System, the publisher named in the Application Form is offering to participate in the AdMoment Network and market Advertisers and their Products, in accordance with the Application Form and these Standard Terms. By submitting an Application Form, the Publisher is also agreeing to the terms of AdMoment’s Privacy Policy, which can be found here: https://www.admoment.co/privacypolicy/
1.3 Acceptance of the Application Form is subject to the sole discretion of AdMoment, owned by Magneu DOO, with registered address Razloshka 7/2-23, 1000 Skopje, North Macedonia, with company number 7340087.
1.4 On acceptance of the Application Form by AdMoment, the Application Form and these Standard Terms, will together constitute a legally binding “Agreement” entered into by AdMoment and the Publisher. On rejection of the Application Form, no agreement will be formed.
1.5. The Publisher is the operator of a website, application or service (including email service), agency or network (“Subnetwork”). By entering this Agreement with AdMoment, the Publisher will join AdMoment to market Advertisers and/or their Products.
1.6 This Agreement prevails over any terms supplied by the Publisher.
1.7 Any individual contracting on Publisher’s own behalf warrants that he or she is aged 18 or over. Any individual completing the Application Form on behalf of a proposed Publisher warrants that he or she has all necessary authority to bind that proposed Publisher.
1.8 Each Party shall:
(i) ensure that it complies at all times with all applicable obligations which may arise under applicable DP Laws in connection with the Processing of Personal Data pursuant to this Agreement; and
(ii) take appropriate technical and organizational measures against unauthorized or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
(2) DEFINITIONS
2.1 The following definitions and rules of interpretation apply in this Agreement:
Account Manager (or “Authorized User”) - means an individual with full access to, and control of, the Publisher Account, permitted to operate the Publisher Account;
Action - means a Sale, Conversion, Lead, Click, Impression, Event or other negotiated action that has been specified as eligible for remuneration, on which Commissions may be based under this Agreement;
AdMoment Personal Data - means any Personal Data Processed by the Publisher on behalf of AdMoment pursuant to or in connection with this Agreement;
AdMoment Personal Data - means any Personal Data shared by, or transferred between, the Parties pursuant to this Agreement
Advertisement - means the Advertiser Materials provided through the Service, including any copy including questions and or text ads, links, graphic, sound, video, data feeds, programming code and/or other content that comprises the advertisement, as well as the websites to which an advertisement is linked if applicable.
Advertiser (or “Merchant”) - means a person or company which has agreed with AdMoment to join the Network to be marketed, and/or to have its products marketed;
Advertiser Materials (or “Creatives”) - means any trademarks, advertising content, images, text, video, data or other material provided by or on behalf of an Advertiser to AdMoment, the Publisher or a Subpublisher;
Advertiser Offer (or “Offer”, or “Advertiser Program”) - means an ongoing affiliate marketing program of an Advertiser on the Network, for the promotion of the Advertiser or its Products in accordance with this Agreement and its Program Terms;
Advertiser URLs - means any websites, apps or services of an Advertiser offering Products and to which the Publisher may link;
Advertising Standards - means any applicable advertising laws, regulations or standards, data laws relating to advertising (including the Children's Online Privacy Protection Act), including without limitation any FTC Guidance, any generally accepted self-regulatory codes of practice, and any related guidance or best practice advice;
Affiliate - means the Publisher, as is referred to in the System;
Application Form - means the registration form by which operators of websites, applications, technologies or services apply to participate in the Network;
Artificial Traffic - means a collective term for invalid Clicks, Leads and Transactions/Sales which may originate from (but not limited to) automatic openings, spiders, robots, adware or spyware, requested in emails or chat rooms, script generators, inserting links on websites other than those specified, Clicks that are not generated by a browser and Clicks that are not preceded by an act of a consenting Visitor who wishes to be directed to a certain website;
Business Day - means a day other than a Saturday, Sunday or national public holiday in North Macedonia;
Click - means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Tracking Code only;
Commission - means the amount payable to the Publisher in return for marketing an Advertiser and its Products, in accordance with that Advertiser’s Program Terms;
Confidential Information - means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which:
(i) is marked or identified as confidential; or
(ii) would be regarded as confidential by a reasonable business person;
Data Regulation - means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including for EU citizens the GDPR or ePrivacy and for US citizens, FTC Guidance, self-regulatory principles set forth by the Digital Advertising Alliance, the California Consumer Privacy Act of 2018 Cal. Civil Code § 1798.100 et seq. (“CCPA”) and other US state and federal legislation relating to data privacy and security;
DP Law - means the GDPR, the E-Privacy Directive (2002/58/EC), and all other applicable laws and regulations relating to the Processing of Personal Data, including any legislation that implements or supplements, replaces, repeals, and/or supersedes any of the foregoing;
Effective Date - means the date of acceptance of the Application Form by AdMoment;
ePrivacy - means the Privacy and Electronic Communications Directive 2002/58 (including any replacing or superseding legislation);
FTC Guidance - means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople.
GDPR - means the EU General Data Protection Regulation 2016/679.
Impression - means a display of an advertisement of an Advertiser by the Publisher, as reported by the Tracking Code only;
Intellectual Property Rights - means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights in the Network), topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Lead - means a ‘sales lead’, prospect who meets AdMoment’s screening criteria as described through the Service and who provide their complete contact data, generated in the tracking period, as reported by the Tracking Code only;
Linked Website - means the website on which the Publisher has inserted a unique tracking link provided by AdMoment;
Network - means the marketing network of Publishers and Advertisers operated by AdMoment, to facilitate, amongst other things, affiliate and performance marketing;
Network Fee - means the fee payable to AdMoment, calculated as an override fee of an amount equal to a specified percentage of any total Commissions due, or on such other basis as may be agreed by AdMoment and an Advertiser;
Privacy Shield - means the Privacy Shield scheme and principles operated by the United States Department of Commerce, as approved by the European Commission Implementing Decision (EU) C(2016) 4176 of 12 July 2016, or any replacement scheme and principles approved by the European Commission for that purpose from time to time;
Product - means a product, service or equivalent offered by an Advertiser on any Advertiser URL;
Program Terms - means any terms and conditions, or any other requirements (including but not limited to campaign or offer details) applied by an Advertiser to the participation in its Advertiser Program;
Promotional Space - means any advertising inventory appearing on the Publisher Service, or means of delivering Advertiser Materials enabled by the Publisher Service;
Publisher Account - means the respective account of the Publisher in the System;
Publisher Service - means a website, application or service operated by the Publisher capable of marketing Advertisers and their respective Products;
Sale - means the agreed purchase of a Product by a Visitor in the Tracking Period, as reported by the Tracking Code only;
Service - The Service is the collection of technical and communications services provided by AdMoment to provide publishers with tools, knowledge and reporting to promote user propositions, primarily through the use of Advertisements. Publishers will use the Advertisement to generate commissionable actions by users, as described in the affiliate portal or as provided directly by AdMoment.
Standard Contractual Clauses (Processors) - means the standard contractual clauses for the transfer of Personal Data from the EEA to Data Processors established in third countries as set out in the Annex to European Commission Decision 2010/87/EU, (or any subsequent clauses that may amend or supersede such standard contractual clauses;
Subnetwork - means the operator of a marketing network of further publishers to facilitate, amongst other things, which has entered this Agreement to join the Network to market advertisers or their products as a Publisher;
Subpublisher (or “Subaffiliate”, or “Subcontractor”) - means the operator of a website, application or service, or a marketing network of further publishers, which has agreed with the Publisher to market the Advertisers and/or their products;
Subprocessor - means any person (including any third party, but excluding an employee of either party, or any employee of Publisher’s subcontractors) appointed by or on behalf of either party to Process Personal Data on behalf of such party or otherwise in connection with this Agreement.
Suspension - means the suspension by AdMoment of the Publisher’s participation in the Network for a period of time, including the following:
(i) preventing the Publisher from accessing the System;
(ii) withholding payments otherwise due to the Publisher;
(iii) ceasing to track Actions;
(iv) removing access to any offers from the Publishers account;
System (or “System Interface”, or “Interface”) - means the software platform operated by AdMoment and any functionality accessed or made available through the platform;
Term - means the term of this Agreement from the Effective Date until its termination or expiry in accordance with clause 11 or 12.3;
Tracking Code (“Tracking link”, or “Link”) - means the software code or unique tracking link provided by AdMoment for the recording of, amongst other things, web traffic and Actions;
Tracking Period - means the period of time in which the Actions of a Visitor are attributed to the Publisher and, subject to the Program Terms, generate Commissions for the Publisher;
Validation Period - means the period of time during which Advertisers may approve or decline Sales and Leads; and
Visitor - means any Person who follows a Link;
Website - means www.admoment.co
2.2 In this Agreement:
2.2.1 Any meanings given to terms in the attached Application Form shall apply to these Standard Terms;
2.2.2 The terms “Data Controller”, “Data Processor”, "Data Protection Impact Assessments", “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process”, “Processing”, "Special Categories of Personal Data" and "Supervisory Authority" have the meanings given to them in GDPR, and their cognate terms shall be construed accordingly;
2.2.3 The terms “Consumer”, “Personal Information”, “Business”, “Service Provider”, and “Third Party” have the meanings given to them in the CCPA;
2.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
2.2.5 The singular will include reference to the plural and vice versa;
2.2.6 A "Person" includes an individual, company, partnership or unincorporated association;
2.2.7 A statute, order, regulation or other similar instrument will include any amendments to it or replacements of it; and
2.2.8 The term “writing” and “written" includes emails, but not faxes.
(3) PARTICIPATION IN THE NETWORK AND USE OF THE SYSTEM INTERFACE
3.1 Subject to the Publisher's compliance with this Agreement, AdMoment will:
3.1.1 Permit the Publisher’s participation in the Network for its assignment of the Promotional Space;
3.1.2 Grant access to the System via a Publisher Account.
3.2 The Publisher shall:
3.2.1 Be responsible for the content and operation of its website, displaying of links, ensuring the accuracy, completeness, functioning, maintenance etc. of all links/adverts/content and shall comply with all applicable laws and regulations (including, without limitation, the E-Privacy Directive 2002/58/EC, The Consumer Protection From Unfair Trading Regulations 2008, The Electronic Commerce (EC Directive) Regulations 2002, The Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 2018 and the General Data Protection Regulation (GDPR)) as are in force from time to time.
3.2.2 Provide AdMoment with full and clear instructions as to the Advertiser Material it may reasonably require for the purposes of the promotion of an Advertiser or its Products in accordance with this Agreement and the Program Terms;
3.2.3 Provide AdMoment with reasonable access to information that AdMoment or the Advertiser may require; and
3.2.4 Remain liable for the activities of all its Subaffiliates in regards to promotion of the Advertisers and Products.
3.2.5 If the Publisher is an individual, the Publisher shall be at least eighteen (18) years of age. If the Publisher is under the age of eighteen (18), parental or legal guardian consent is required from a person who is at least eighteen (18) years of age for the registration to AdMoment’s service. If the Publisher is yet to reach the age of eighteen (18) and has registered to AdMoment’s service without the aforementioned consent then the Publisher's registration will be deemed invalid.
3.2.6 Warrant that any information provided to AdMoment about itself and its website and services is factually correct, complete, and submitted in due order. The Publisher shall immediately notify AdMoment of any changes regarding its personal and/or company information given to AdMoment by updating its information in their Publisher Account and/or by contacting their dedicated account manager.
3.2.7 Warrant that the rights to all information and content on the Publisher's website belong to the Publisher. If the Publisher does not own the rights to the information and/or content then it warrants that it has obtained the previous consent to its publication from the rightful owner, including all necessary licenses and consents. The Publisher also warrants that all information and content on the Publisher's website does not breach any rights of third parties, including intellectual property rights, and that such information and content is not offensive, prohibited or questionable in any way. Examples of such content include (but not limited to) pornography, xenophobic or hateful content, as well as adware, spyware, Peer2Peer and file sharing.
3.2.8 The Publisher shall not fraudulently add commissionable actions by fraudulent traffic generation (as determined solely by AdMoment, such as pre-population of forms or mechanisms not approved by AdMoment);
3.2.9 Assist AdMoment, taking into account the nature of the Processing and information available to the Publisher, in responding to any request from a Data Subject and in ensuring compliance with its obligations under DP Law with respect to security of Processing, breach notifications, Data Protection Impact Assessments and consultations with Supervisory Authorities or regulators relating to AdMoment Personal Data Processed by the Publisher;
3.2.10 Notify AdMoment without undue delay after becoming aware of a Personal Data Breach;
3.2.11 Promptly notify AdMoment if the Publisher believes that AdMoment’s instructions infringe DP Laws;
3.2.12 Maintain and make available to AdMoment on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to reasonable audits and access, including inspections, by AdMoment or an auditor mandated by AdMoment in relation to the Processing of AdMoment Personal Data by the Publisher or any Subprocessor as required by Article 28(3)(h) of the GDPR.
3.2.13 Immediately inform AdMoment of any known or suspected wrongful use of Publisher campaigns, the Publisher's links to Linked Websites operating as a part of AdMoment’s service, or of any improper use of AdMoment’s service whatsoever.
3.2.14 The Publisher warrants that all email data collected for third party marketing communications has been lawfully obtained and is compliant with the Privacy and Electronic Communications (EC Directive) Regulations (2003) (PECR).
(i) The publisher shall provide the receiver the opportunity to opt out both when they first collect the details, and in every email sent;
(ii) Unless otherwise stated email from line, headers and footers must reference the original source of data capture as the sender, or reference a sender that was established at point of registration as a 3rd party. The client/advertiser must not be the only reference in the from line and must be second to sender;
(iii) Third parties that receive data for marketing purposes must have been specifically named at the original registration point;
(iv) Publishers must carry out due diligence and check that any data provided is compliant and that they can provide full information if challenged;
(v) Publishers must be able to prove consent was obtained. They should make sure to keep clear records of exactly what someone has consented to. In particular, they should record the date of consent, the method of consent, who obtained consent, and exactly what information was provided to the person consenting;
(vi) Publishers take full responsibility for complaints to regulatory bodies, including the ICO and claims or complaints from recipients or data subjects resulting from data they have provided, used or selected for use for AdMoment campaigns;
(vii) Publishers take full liability and shall indemnify AdMoment and our Advertisers in full and on demand for any claims, damages awarded or fines from any regulatory body including the ICO, resulting from any complaint or judgement of noncompliance to PECR;
(viii) AdMoment reserves the right to take legal action for damages, financial or to reputation, resulting from non-compliant data provided or used by partners for AdMoment campaigns;
3.2.15 Not provide commissionable actions generated from content, email or websites that are not subject matter related to the category of the Advertisement represented. Such websites must be content-based (not a list of links or advertisements), be written in an appropriate language and must not infringe on any personal, intellectual property or copyrights. This can be waived only by specifically providing the name of the proposed website to AdMoment;
3.2.16 Be able to provide the name of the Website or service where the lead was generated. This information must be made available in case there is a dispute or problem with the commissionable action that was recorded;
3.2.17 Not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from AdMoment that allows AdMoment to measure ad performance and provide its services;
3.2.18 Not engage in or promote any illegal activities of any kind in association with this Agreement;
3.2.19 Cooperate fully and in a timely manner with any reasonable request from time to time of any auditor (whether internal or external) of AdMoment.
3.3 AdMoment will actively monitor the Publisher’s activity using a combination of its proprietary software and third-party monitoring services. It is the obligation of the Publisher to prove to AdMoment that they are not committing fraud.
3.3.1 In the case of a dispute, AdMoment will hold the Publisher’s payment in ‘Pending Status’ until the Publisher has satisfactorily provided evidence that they are not defrauding the system. If the Publisher is unable to prove to AdMoment that they are not committing fraud, the Publisher will forfeit its entire commission for all programs and the Publisher’s account will be terminated;
3.3.2 AdMoment reserves sole judgment in determining fraud.
3.4 The Publisher further represents and warrants that with respect to email campaigns transmitted by the Publisher for AdMoment, the Publisher shall at all times maintain strict compliance with the Controlling the Assault on Non-solicited Pornography and Marketing Act of 2003 (CAN-SPAM), the EU’s General Data Protection Regulation 2016/679, any amendments and modifications thereto and any other local laws, as applicable.
3.5 AdMoment shall remove the Publisher from a certain Advertiser Program, on notice, if AdMoment is requested to do so, for whatever reason, by the Advertiser to whose Advertiser Program the Publisher is registered, in which case, the Publisher shall immediately delete all Tracking Links to all websites relating to or connected with that particular Advertiser Program.
3.6 AdMoment shall not be liable for any losses or damages suffered by the Publisher due to the disclosure of any Publisher Account passwords.
3.7 If the Publisher suspects that a third party has gained unauthorized access to access data, the Publisher shall immediately take actions, including submitting a password change in the system and inform AdMoment by sending an email to partners@admoment.co or contacting their dedicated account manager.
(4) MARKETING
4.1 The Publisher may run Advertiser Programs or apply to run in such programs at their discretion. AdMoment may approve or refuse such applications on behalf of Advertisers, and remove Publishers from Advertiser Programs, on notice to Publishers, at any time at the Advertiser’s discretion.
4.2 Advertisers may apply Program Terms and make changes to any Program Terms at their discretion, which shall become effective on notice to the Publisher. Advertisers may change their Program Terms at any time. The Publisher is solely responsible for ensuring it is aware of any changes to the Program Terms.
4.3 Subject to the Publisher's compliance with this Agreement and the Program Terms, AdMoment will provide to the Publisher the Advertiser Materials.
4.4 AdMoment is not obliged to review any Advertiser Material or check their legality or accuracy. A Publisher admitted to the Advertiser Program may publish the Advertiser Materials through its Publisher Service at its discretion and use them solely to the extent permitted under this Agreement and the Program Terms.
4.5 AdMoment may deactivate any links on request of the respective Advertiser, or at its sole discretion.
4.6 The Publisher shall remove any Advertiser Materials from the Publisher Service immediately on request of AdMoment.
4.7 AdMoment will use reasonable endeavors to procure that Advertisers comply with any terms and conditions, or other requirements, applied by the Publisher to its promotion of Advertisers or their Products.
(5) TRACKING AND VALIDATION
5.1 The Tracking Code and Program Terms as interpreted by AdMoment will be the sole bases for recording and determining Actions and Commissions and for tracking. No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Publisher and any Advertiser to the contrary.
5.2 Sales, Clicks and Leads will only be attributed to the Publisher where the Tracking Code records that the Publisher was responsible for the referral of the Visitor to the Advertiser URL prior to that commissionable Action, unless expressly agreed otherwise between the parties or specified otherwise by the Advertiser in the respective Program Terms.
(6) COMMISSIONS, INVOICING AND PAYMENTS
6.1 AdMoment shall collect and pay to the Publisher all amounts due to him arising from this Agreement. The Publisher will invoice AdMoment on a monthly basis at the payout rates reflected in the Service. The invoice will reflect delivery of final commissionable action numbers that are based upon numbers reported by AdMoment to the Publisher pursuant to the terms of this Agreement.
6.2 AdMoment shall make all payments to the Publisher within 30 days of the Invoice Date. All payments made to the Publisher do not include, and the Publisher shall pay, any tax associated with such payment.
6.3 The Commission offered may change by request of the Advertiser, on notice to Publishers.
6.4 The publisher shall receive payments in monthly arrears and Commissions shall only be due for payment:
6.4.1 If the Publisher has generated legitimate Traffic and upon receipt by AdMoment of the corresponding payment in respect of that Action from the Advertiser;
6.4.2 In respect of Actions procured in accordance with this Agreement and any applicable Program Terms;
6.4.3 The payment not being subject to any internal audits or ‘network quality’ reviews from time to time.
6.5 Payments to the Publisher will only be made if by the last day of the month prior to the payment date, the Publisher is due an amount of at least one hundred and fifty (150) Euro, Pound Sterling, or US Dollars and only if AdMoment has received full payment for these Transactions. Any amount the Publisher is due that is below the threshold of one hundred and fifty (150) Euro, Pound Sterling, or US Dollars will be carried forward to the next payment date and will be included in the amount to be paid out at the next payment date, provided again that the minimum amount due is at least one hundred and fifty (150) Euro, Pound Sterling, or US Dollars by the end of the month prior to that payment date. Any amounts carried over to the next payment date will not accrue any interest.
6.6 If the Publisher chooses to receive a wire payment and the remuneration due is less than five hundred (500) Euro, Pound Sterling, or US Dollars, this will be carried forward to the next payment and will be included in the amount to be paid at the next payment date, provided again that the minimum amount due is at least five hundred (500) Euro, Pound Sterling, or US Dollars by the end of the month prior to that payment date.
6.7 AdMoment is not obligated to take steps to verify the accuracy of the payment information provided by the Publisher. The Publisher is obligated to provide full and accurate payment information to AdMoment and notify AdMoment in a timely manner in case of a change in this information.
6.8 AdMoment may engage third party service providers to administer the issuing of payments under this Agreement.
6.9 Without prejudice to any other rights or remedies of AdMoment, if AdMoment reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, AdMoment may set off or deduct the amount of such Commissions from any future payments due to the Publisher or from any funds held to the Publisher's account from time to time (whether under this Agreement or any other agreement between AdMoment and the Publisher). Such deduction shall constitute a genuine pre-estimation of the loss suffered by AdMoment as a result of the payment of such Commission in breach of this Agreement.
6.10 All amounts payable shall be paid in the currency stated on the Advertiser Offer. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Publisher.
6.11 All sums payable under this Agreement shall be exclusive of any sales taxes, use taxes, value added taxes, goods or services taxes or comparable taxes which, if applicable, shall be added at the appropriate rate. These taxes shall be collected and remitted pursuant to applicable law. If payments under this Agreement are subject to withholding tax, AdMoment is entitled to deduct the appropriate amount from payments to the Publisher. The parties agree to work together on reducing any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement or deduction of withholding tax.
6.12 The Publisher will immediately repay any amounts paid to the Publisher in error, or other than in accordance with the Publisher’s rights under this Agreement.
(7) CONFIDENTIALITY
7.1 The terms of this Agreement are confidential and shall not be disclosed to any third party except where required by law.
7.2 All information submitted by end-user customers pursuant to this Agreement is proprietary to and owned by AdMoment. Such customer information is confidential and may not be disclosed by AdMoment or the Publisher.
7.3 The Publisher agrees not to disclose the terms of this Agreement, including the commission value, to any third party without the express written consent of AdMoment, and that such constitutes Confidential Information.
7.4 All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. The Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information in any manner.
7.5 These non-disclosure obligations shall survive the termination of this Agreement for a period of five (5) years.
7.6 This section does not bind AdMoment or the Publisher in the event such information is required to be disclosed by operation of law.
7.7 If a request is made of the Publisher to disclose such information, the Publisher must immediately inform AdMoment via written notice sufficiently promptly to allow AdMoment to seek a Protective Order prior to the time commanded to produce or disclose such Confidential Information, and the Publisher agrees to cooperate in whatever way AdMoment requests to attempt to protect that information from disclosure by operation of law.
7.8 Subject to prior approval by the Publisher, AdMoment may publicly announce its contractual relationship with the Publisher, which includes being on a listing of AdMoment publishers in general corporate materials and in industry standard press releases.
(8) PUBLISHER’S RELATIONSHIP WITH ADVERTISERS
8.1 The Publisher’s participation in the Network does not create any contract between the Publisher and any Advertiser.
8.2 During the term of this Agreement the Publisher will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Advertiser where payments are made to the Publisher in respect of any marketing services (including but not limited to affiliate, display, programmatic, search and email marketing) other than under this Agreement, without AdMoment’s prior written approval.
(9) WARRANTIES AND INDEMNITY
9.1 Each party warrants and undertakes to the other for the Term that:
9.1.1 It has full power and authority to enter into this Agreement;
9.1.2 It holds all licenses and approvals necessary for the performance of its obligations under this Agreement;
9.1.3 It will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and
9.1.4 It will not make any false, misleading or disparaging representations or statements regarding the other party.
9.2 The Publisher warrants and undertakes to AdMoment for the Term that:
9.2.1 All information about the Publisher set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date (including, but not limited to address details, payment details and tax information);
9.2.2 Its marketing of any Advertiser or its Products will comply with all Advertising Standards and Data Regulation;
9.2.3 It shall comply with all relevant tax laws;
9.2.4 All Advertiser Materials will be accurately and faithfully reproduced and in accordance with any Program Terms.
9.3 The Publisher will indemnify, defend and hold harmless AdMoment and Affiliates Perform (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against AdMoment and Affiliates Perform arising out of or related in any way to any breach by the Publisher of any of the warranties of this Agreement, or Publisher’s gross negligence, willful misconduct, technical problems or loss of data caused by the Publisher.
(10) INTELLECTUAL PROPERTY
10.1 AdMoment hereby grants to the Publisher, for the duration of its participation in the Advertiser Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Advertiser Materials, without modification, to the extent necessary to enable the Publisher to market the respective Advertiser and its Products in compliance with the Agreement and the Program Terms.
10.2 Editing of AdMoment’s Advertiser Materials is strictly controlled by the terms of the Service, unless given prior written approval from AdMoment. Advertiser Materials include, but are not limited to, text ads, graphic ads, from and subject line, any copy associated with the campaign including survey questions and answers. Any changes to Advertiser Materials, without prior written permission will result in the loss of payment for commissionable actions.
10.3 The Publisher warrants that no changes will be made that would denigrate, degrade, dispute or otherwise injure AdMoment’s reputation or Service.
10.4 Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under clause 10, or which it creates under this Agreement or which is created by operation of the Tracking Code.
(11) LIMITATION OF LIABILITY
11.1 Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.
11.2 AdMoment will not be liable for any losses of the Publisher if AdMoment’s compliance with the Agreement is prevented by the acts or omissions of the Publisher.
11.3 AdMoment will not be liable to the Publisher for:
11.3.1 Any loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Advertiser, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, even if AdMoment have advance notice of the possibility of any such incurrence;
11.3.2 Any defects in the service, disruption in the accessibility to the service, infringements on data or loss of data;
11.3.3 Any defects in the security system or viruses or any other malignant software components in AdMoment's service, or any costs and damages as a result of viruses or components to the service, the Publisher software and/or the Publisher's website;
11.3.4 Any error in the implementation of inserting the links on the Publisher's website, or for the specified function of the links.
11.4 Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute are excluded to the fullest extent permitted by law.
11.5 The Network, the System, the Tracking Code, their use and the results of such use are provided "as is" to the fullest extent permitted by law. AdMoment disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the System, the Tracking Code, their use and the results of such use. The performance of the Network, the Tracking Code and the System relies on third parties beyond AdMoment’s control. AdMoment specifically disclaims any warranty:
11.5.1 That the use or operation of the Network, the System or the Tracking Code will be uninterrupted or error-free;
11.5.2 That the Tracking Code accurately records Actions at all times;
11.5.3 In respect of the Advertiser Materials, including any warranty that the Advertiser Materials comply with Advertising Standards;
11.5.4 That defects will be corrected;
11.5.5 That the Network, the System or the Tracking Code are free of viruses or malicious code;
11.5.6 That any security methods employed will be sufficient;
11.5.7 In respect of any Advertiser or its technology and any third party or its technology; and
11.5.9 Regarding correctness, accuracy, or reliability.
11.6 In no event shall AdMoment be liable for any special, indirect, incidental or consequential damages (including, without limitation, for breach of contract, warranty, negligence or strict liability), or for interrupted communications, loss of use, lost business, lost data or lost profits, arising out of or in connection with this agreement.
11.7 Under no circumstances shall AdMoment be liable to the Publisher or any third parties for an amount greater than the amounts paid by AdMoment to the Publisher during the prior three months.
(12) TERMINATION OF AGREEMENT
12.1 This Agreement will start on the Effective Date and continue until terminated in accordance with these terms.
12.2 Either party may terminate this Agreement by written notice at any given time. Upon termination, the Agreement will cease and all licenses will terminate. AdMoment shall deactivate the Publisher’s access to the Interface and any Links to the extent it is able. The Publisher shall immediately cease to use AdMoment's service and delete all Links provided to them by AdMoment.
12.3 AdMoment may immediately terminate this Agreement by written notice and/or suspend the Publisher from the Network under the following circumstances:
12.3.1 If the Publisher breaches any of the terms of this Agreement;
12.3.2 If AdMoment considers the Publisher or the content of its website inappropriate in any way;
12.3.3 If the Publisher acts fraudulently or illegally in any way, or is found to be responsible for generating or attempting to generate Artificial Traffic to Linked Websites. This includes, but is not limited to, Publisher self-generated Leads;
12.3.4 If the Publisher does not generate any valid Traffic for a period of six (6) months; and
12.3.5 If the Publisher is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of its indebtness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step its taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances.
12.4 Upon termination, AdMoment will pay any Commissions due to the Publisher at the time of termination. The Commissions will be paid at the end of the month following termination, subject to any set-off, counterclaim or deduction that AdMoment may have, provided that the due amount meets the threshold of one hundred and fifty (150) Euro, Pound Sterling, or US Dollars.
12.5 Termination of this Agreement will not affect any existing rights or remedies.
12.6 Clauses 1, 2, 5, 6, 7, 10.4, 11, 12 and 13 will survive termination.
(13) GENERAL
13.1 AdMoment may change the terms of this Agreement on 14 days’ notice to the Publisher.
13.2 The Publisher may not assign or subcontract its rights or obligations under this Agreement in whole or part without AdMoment's prior written consent. AdMoment may assign or subcontract its rights or obligations under this Agreement to any third party.
13.3 No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event continues for six months, the unaffected party may terminate this Agreement by giving 30 days’ written notice to the other party.
13.4 Nothing in this Agreement constitutes any partnership, joint venture, agency, franchise, sales representative or employment relationship between AdMoment and the Publisher.
13.5 The Publisher consents to AdMoment using the information given by the Publisher for marketing purposes, the sending of newsletters from AdMoment to the Publisher's email address, and the publication of the Publisher's name and web address etc. on the Website. If the Publisher does not want AdMoment to use the Publisher's data to contact it by electronic means (e-mail, SMS, website) with information about and services similar to those which were or are the subject of a previous sale or negotiation of a sale to the Publisher, please contact us at partners@admoment.co
13.6 Time for performance of clauses 3.5, 4.6, 6.12, 7.7 and 12.2 is of the essence of this Agreement.
13.7 The Parties irrevocably agree that the courts of the Republic of North Macedonia shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter.
