By clicking the "Submit" button or otherwise submitting a placement you ("you") represent and warrant that you are either (1) an adult over the age of 18, acting on behalf of yourself with full capacity to enter into this contract, and will be personally bound by these terms, or (2) as an agent or authorized representative of your principal (including any entity you represent) acting with actual authority to bind that principal to these terms as if that principal were named in this Agreement in place of you. You further agree that if it is found that you did not have authority to bind that principal, you will be personally responsible for the obligations in these terms and the advertising order you placed, including, without limitation, the payment obligations.
By participating in the Publisher Program, you understand that Advertiser's advertisements will be incorporated into the installation flow of your websites and products that you submit and receive approval for ("Publisher Products"), allowing you to monetize your existing distribution channels if your users also complete an agreement to install the Advertiser's products. Bunndle makes no guarantee regarding the results you will obtain from your participation in the Publisher Program. You are solely responsible for all your Publisher Products, including any related websites, products and/or services . You understand that Bunndle will determine, in its sole discretion, how to measure the number of impressions, inquiries, conversions, clicks, offers, installations, or other actions taken by third parties in connection with advertisements and installations, and all payment will be based on such measurements. You understand and agree that Bunndle may access, use and analyze such measurements for any internal business purpose (e.g. for the purposes of targeting delivery of other advertisements or other content to persons who have taken actions in connection with my advertisements) and may provide such measurements to the applicable Advertiser, and aggregated, anonymous data in its sole discretion. You understand that materials submitted by you to Bunndle will not be returned upon termination of this Agreement or otherwise.
You will ensure that all content on the Publisher Products that you submit for approval will comply with the Content Guidelines (located at www.bunndle.com/home/content_guidelines, and any other policies or guidelines that Bunndle makes applicable to this service. You will also comply with any applicable third party terms, policies, guidelines, etc. that apply to your Publisher Products, distribution, data handling and business practices.
Subject to the terms hereof, you shall receive a percentage (as solely determined by Bunndle at the end of each applicable month) of the Net Revenue generated from displaying advertisements on your Publisher Products (the "Fees"). You agree that any payments that may become due to you are specifically conditioned upon Bunndle's receipt of full payment from the applicable Advertiser. To dispute the amount of any Fees, you must notify Bunndle in writing within 30 days of any payment of such Fees. Your failure to so notify Bunndle shall result in your waiver of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Bunndle. No other measurements or statistics of any kind shall be accepted by Bunndle or have any effect under this Agreement. Bunndle shall not be liable for any payment based on (i) any fraudulent activity by any person, robot, automated program or similar device, as reasonably determined by Bunndle; or (ii) your breach of this Agreement. You are solely responsible for providing and maintaining accurate contact and payment information associated with your account, and failure to do so may delay your payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Bunndle services ("Fees"). Your payments shall be sent by Bunndle within 45 days from the end of the calendar month in which such amounts are received by Bunndle; however, Bunndle is not responsible for making payments for any earned balance until such balance reaches US$100, or for any payment based on: (a) any amounts which result from any fraudulent transactions generated by any person, bot, automated program or similar device, as reasonably determined by Bunndle, including, without limitation, any transactions (i) originating from your IP addresses or computers under your control, (ii) solicited by payment of money, false representation, or request for end users to respond or interact with advertisements, or (b) any transactions co-mingled with a significant number of invalid transactions described in (a) above, or as a result of your breach of this Agreement. Bunndle reserves the right to withhold or offset payment or charge back your account for any amounts (A) due to any of the foregoing, (B) owed to Bunndle by Publisher in connection with the Bunndle services, (C) in the event that the applicable Advertiser defaults on payment to Bunndle; (D) Bunndle issues a refund to the applicable Advertiser; and/or (E) if Bunndle determines that such payment to Publisher in a jurisdiction is illegal under the laws of that jurisdiction.
Bunndle may terminate your account, in its sole discretion, for any reason or no reason at all. Without limiting the foregoing, Bunndle has adopted a policy of terminating, in appropriate circumstances, publishers who are repeat infringers of intellectual property rights. You may cancel your order at any time, but only through the online, self-service interface you used to create the placement. For clarity, either party may cancel this Agreement for convenience upon 10 business days notice, provided that if you have not breached any provision of this Agreement, Bunndle will pay you any amounts that have accrued as of the date of termination.
You agree that Bunndle may use your name, logo, and the title(s) and logo(s) of your Publisher Products in presentations, marketing materials, customer lists, financial reports and Web site listings of customers.
You acknowledge and agree that any automated payment account information and related billing information that you provide to Bunndle may be shared by Bunndle with Bunndle's service providers (including payment processors and credit agencies) solely for the purposes of checking credit, effecting payment to Bunndle and servicing my account. You further agree that Bunndle may provide information in response to valid legal process, such as subpoenas, search warrants or court orders, or to establish or exercise its legal rights or defend against legal claims. Bunndle will not be liable for any use or disclosure of such information by such third parties.
You agree and acknowledge that Bunndle may modify these terms, the Bunndle Content Guidelines and/or any of the other Bunndle policies at any time, and that posting the modifications on the Bunndle.com site will constitute sufficient notice of such modifications, and any use by me of the Publisher Program after the posting of such modifications shall constitute my acceptance thereof. To the extent that you have placed an order for any advertisements that are running at the time of any modification, you acknowledge and agree that any such modification will apply to the balance of the advertisements that remain to be run after the date such modification is posted. You further agree that you are obligated to check for any such modifications, and that the placing of an order or continued use of any Bunndle advertising services after posting of any modifications constitutes acceptance of the modifications.
You represent and warrant that: (a) you possess all rights necessary to enter into and perform your obligations under this Agreement; (b) no Publisher Product or any other content or materials provided by you will (i) infringe or violate any intellectual property or other right of any third party, contain any virus, worm, Trojan horse, spyware, malware, or other contaminating or destructive feature, contain any mechanism that allows you or any third party to engage in fraudulent behavior or to derive information about the Bunndle service or its users, or Bunndle's partners or affiliates, or contain any offensive material; (c) you will not violate any applicable law, rule or regulation; (d) you will fully comply with the Content Guidelines and any other applicable policies, including any applicable third party terms, policies, guidelines, etc. that apply to your Publisher Products, distribution, data handling and business practices; (e) you have not in the past and will not reverse engineer, decompile, or disassemble any portion of the Bunndle Publisher service; and (f) you have not in the past and will not modify, translate, adapt, arrange, or create derivative works based on the services, or using the services in a manner that threatens the integrity, performance, security, or availability of the services, the Bunndle website, or any third-party networks or other facilities, or in a way that may subject Bunndle, its licensors, suppliers, or any other third party to harm or liability.
You agree to indemnify and defend Bunndle from and against any claims, liabilities, costs and expenses (including reasonable attorney's fees) arising out of (1) your breach of any representation of warranty in this Agreement, (2) any fraudulent activity related to calculation of clicks, impressions or installs; and (3) your violation (including those of any of your agents) of any laws or third party rights in connection with your participation in the Publisher Program.
DISCLAIMER OF WARRANTIES: TO THE FULLEST EXTENT PERMITTED BY LAW, BUNNDLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PURPOSE. BUNNDLE DOES NOT GUARANTEE OR WARRANTY ANY PARTICULAR RESULTS FROM THE ADVERTISEMENTS YOU PLACE OR THE SERVICES PROVIDED BY BUNNDLE. YOU UNDERSTAND THAT THIRD PARTIES MAY GENERATE IMPRESSIONS, CLICKS, OFFERS, VIEWS, INSTALLATIONS, OR OTHER ACTIONS AFFECTING THE COST OF THE ADVERTISING FOR FRAUDULENT OR IMPROPER PURPOSES, AND YOU ACCEPT THE RISK OF ANY SUCH IMPRESSIONS, CLICKS, OFFERS, VIEWS, INSTALLATIONS OR OTHER ACTIONS. BUNNDLE SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU IN CONNECTION WITH ANY THIRD PARTY CLICK FRAUD, INSTALLATION FRAUD, OR OTHER IMPROPER ACTIONS THAT MAY OCCUR.
BUNNDLE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA, OR FOR ANY LOSS OR INTERRUPTION TO BUSINESS, ARISING OUT OF OR RELATING IN ANY MANNER TO THE ADVERTISING SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BUNNDLE'S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT YOU ACTUALLY PAY TO BUNNDLE FOR THE ADVERTISEMENTS GIVING RISE TO THE CLAIM.
You agree that these terms and conditions, and any dispute relating to them, will be governed by the laws of the State of California without regard to its conflict of law principles.
These terms and conditions, the Advertising Guidelines and other applicable Bunndle policies, and the terms of any applicable advertising order submitted through the site constitute the entire and exclusive agreement between the parties with respect to any advertising order you place, and supersede and replace any other statements, documents, materials, agreements, terms, and conditions applicable to any such order. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Bunndle's failure to enforce or delay in enforcing any provision of this Agreement will not be deemed a waiver of that provision, and any waiver of any default under this Agreement will not be deemed to be a waiver of any subsequent default. You agree that any notices you send to Bunndle will be sent via courier or registered mail to 2335 El Camino Real, Palo Alto, CA 94306, Attn: General Counsel, Bunndle, Inc., and will be deemed received when such notice is received by Bunndle. Except for any obligation to perform the advertising services, these terms and conditions will survive the completion or termination of any advertising order or any termination of your account. You may not assign this Agreement, or any of your rights under this Agreement, or delegate any of your obligations under this Agreement, without Bunndle's prior written consent, and any attempt to do so is void. Bunndle and you are independent contractors, and no partnership, agency relationship, joint venture or other relationship is created by this Agreement.