This Publisher Agreement (the "Agreement") sets forth the terms and conditions for joining the publisher network of TLV Media Online Ltd. ("TLV Media" or "We") and publishing advertising materials of TLV Media and its third party advertisers (the "Ads") on the website you own or represent (the "Site"). Your membership in the TLV Media publisher network is subject to TLV Media's prior approval, as further detailed below.
1. MEMBERSHIP REQUIREMENTS
1.1. In order to apply to become a TLV Media publisher, the following requirements must be met:
1.1.1. You must be the owner of the Site or the dully authorized representative of the owner of the Site;
1.1.2. The Site must receive at least 100,000 hits a month or 20,000 unique visits a month;
1.1.4. The Site may not:
(a) contain or display any pornographic, obscene, illegal, defamatory, hate-related or violent content or any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws or any third party rights;
(b) Violate, misappropriate or infringe any third party's intellectual property rights or other proprietary rights or facilitate such activities;
(c) Contain any virus, worm, Trojan horse, adware, spyware or other malicious code; or
(d) Otherwise violate any applicable laws or regulations;
1.2. TLV Media reserves the right, at its sole discretion, to reject any publisher application for any reason it deems necessary.
1.3. Once TLV Media approves your TLV Media publisher application, the following requirements must be met:
1.3.1. The Site's traffic must not fall below 50,000 hits a month;
1.3.2. The Site may not offer its users any incentives to view and/or click on the Ads, without prior written approval from TLV Media;
1.3.3. You or anyone on your behalf or on the Site's behalf may not directly or indirectly:
(a) Artificially inflate views or clicks of the Ads available on the Site;
(b) Place ad-tags on any URL not approved by TLV Media in advance in writing; or
(c) Publish the Ads on a pop-up page without prior written approval from TLV Media.
1.4. TLV Media reserves the right, at its sole discretion, to terminate you membership in the TLV Media publisher network at any time and with immediate effect, if you and/or the Site fail to meet any of the requirements detailed
in this Section 1.
2.1. TLV Media's payment model is based on a revenue sharing arrangement with respect to revenues generated from Ads published on your Site. Actual revenue generated is calculated automatically by TLV Media's platform and can be viewed using the publisher account login details which will be provided to you upon approval of your publisher application.
2.2. Your fees will become payable within 30 days after the end of each calendar month for undisputed Ad revenues generated during the previous month. However, if your fees for any given month are less than $50, TLV Media may hold such fees until the amount due is equal to or exceeds $50.
2.3. TLV Media will pay your fees via wire transfer or PayPal. You will bear any service fee required in order to execute such payment using the selected payment method and you hereby irrevocably grant TLV Media permission to deduct such service fee from any payment due to you. You alone are responsible for reporting and paying any applicable taxes or tariffs on the payment. TLV Media may withhold from payments any taxes that it is required to withhold under applicable law.
2.4. As required by law, payment to publishers shall be subject the publisher issuing an invoice or signing the Publisher agreement.
2.5. TLV Media will only be able to pay you if your contact information and payment information are correct, and if you have followed all procedures established by TLV Media and completed all forms, including, if applicable, tax forms.
2.6. TLV Media's billing system is not error-free, and TLV Media shall not be liable for any miscalculations or malfunctions in processing the fees due to you. If you think that a mistake has occurred, you must send your complaint to firstname.lastname@example.org within 30 days of discovery of such mistake.
3. LIABILITIES AND WARRANTIES
3.1. You shall be solely responsible for any actual or potential damage that may be caused to TLV Media and/or to any third party, arising from or related to content and other materials on the Site or to which users are linked through the Site.
3.2. You shall indemnify, defend and hold harmless TLV Media and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them as a result of breach of any of your representations and/or undertakings under this Agreement, including without limitation, the requirements set forth in Section 1 above.
4. LIMITATION OF LIABILITY
4.1. TLV MEDIA AND ANY THIRD PARTY ON ITS BEHALF MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT, IN CONNECTION WITH THE ADS, THE TLV MEDIA PUBLISHER NETWORK OR ANY OTHER SERVICE PROVIDED BY TLV MEDIA UNDER THIS AGREEMENT.
4.2. TLV MEDIA AND ANY THIRD PARTY ON ITS BEHALF SHALL IN NO EVENT BE LIABLE FOR ANY ACTUAL OR POTEN TIAL DAMAGE THAT MAY BE CAUSED TO YOU AND/OR TO ANY THIRD PARTY, ARISING FROM THE ADS, THE TLV MEDIA PUBLISHER NETWORK OR ANY OTHER SERVICE PROVIDED BY TLV MEDIA UNDER THIS AGREEMENT.
4.3. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR YOUR LIABILITY AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 3 ABOVE, EACH PARTY’S TOTAL LIABILITY TO THE OTHER FOR ANY CLAIM OR SERIES OF RELATED CLAIMS UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS ACTUALLY PAID OR PAYABLE BY TLV MEDIA TO YOU UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRIOR THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
5.1. TLV Media reserves the right, at its sole discretion, to terminate your membership in the TLV Media publisher network at any time.
5.2. Except for termination for the reasons detailed in Section 1.4 above, in the event your membership is terminated, TLV Media will pay you all fees due as of the termination date in accordance with the payment terms detailed in Section 2 above.
6.1. The commercial aspects of your relationship with TLV Media, including without limitation, the revenue sharing model and the payment terms, constitute TLV Media's confidential and trade secret information.
You therefore agree to keep such information in strict confidence and to exercise all reasonable precautions to prevent unauthorized access to or disclosure of such information.
6.2. You hereby grant TLV Media the right to use your name and/or logo on TLV Media's website and/or marketing materials to identify you as a member of the TLV Media publisher network.
6.3. This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, including without limitation, the Publisher Agreement previously entered into by the parties.
6.4. This Agreement will be governed by the laws of the State of Israel (without reference to its choice of law rules) with exclusive jurisdiction in the competent courts of Tel-Aviv.
6.5. TLV Media reserves the right to modify this Publisher Agreement, in its sole business judgment, with a prior notice of 30 days to be posted on TLV Media's website.
BY READING YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.