Terms and Conditions

1. Conditions

• 1. In order to be eligible to become a Mobimight Media Ltd. publisher (the “Publisher” or “You”), all websites or affiliated websites or Publishers must meet the following criteria:
  A. Be content-based, not simply a list of links or advertisements, nor can the site be centered on making money off of our Advertisers.
  B. Be fully functional at all levels; no “under construction” sites or sections.
• 2. The content of the Publishers, websites or affiliated websites cannot infringe on any personal data and/or any third party intellectual property rights and/or copyrights, trademarks and must meet the following conditions:
  A. Does not include any racial, ethnic, political, hate-mongering or otherwise objectionable content
  B. Does not include any investment, money-making opportunities or advice not permitted under law
  C. Does not include any gratuitous violence or profanity
  D. Does not include any material that defames, abuses, or threatens physical harm to others
  E. Does not promote any illegal substances or activities, such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
  F. Does not include any Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.)
  G. Does not include any hacking or Phreaking.
  H. Does not include, promote or otherwise endorse any illegal activity
  I. Does not include any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.

2. Termination

This Agreement shall commence upon your acceptance and remain in effect until terminated. Unless stated otherwise in the relevant insertion order, this Agreement may be terminated by either party upon one (1) business days’ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Mobimight Media Ltd. reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

3. Online Reports

Publisher will be granted access and may view the online reports relating to its activity within the Mobimight Media Ltd. reporting system which during the relevant month are only estimated non-final numbers that may be changed or adjusted by Mobimight Media Ltd. until 15 days after the end of the relevant month. Campaigns can be customized at any time by the Mobimight Media Ltd. Team to comply with Advertiser’s ad serving numbers and instructions. At the end of the month the reports will be frozen and within 15 days will include the definitive numbers of earnings as maybe adjusted as aforesaid. Publisher agrees that Mobimight Media Ltd. stats will be final and binding in every case and serve as the sole basis for the calculation of your payments.

4. Representations and Warranties

You represent and warrant as follows:

• Your Media is and will be compliant with all applicable laws and regulations and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content or which are otherwise not permitted;
• You have and will maintain during the entire term of our business cooperation a process for reporting and removing infringing content which will be made publicly available through your website allowing third parties to report and demand removal of infringing and/or allegedly infringing content.
• You will not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable or non-permitted content;
• You will not engage, promote or endorse in any illegal activity;
• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;
• You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers;
• You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
• You will 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 Mobimight Media Ltd. that allows Mobimight Media Ltd. to measure ad performance and provide its service (“Site Data”). You acknowledge that transactions which are not duly tracked and registered will not be eligible for payment;
• If instructed to do so by Mobimight Media Ltd. and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
• You acknowledge that Mobimight Media Ltd. does not represent, warrant, or make any specific or implied promises regarding the Advertiser programs made available to you through the Mobimight Media Ltd. network (the “Program(s)”), including as to the successful outcome and/or generation of revenues;
• You will display the creative exactly as it appears on the Program and will not alter any creative that has been provided to you in any manner;
• You are exclusively responsible for all associated liabilities, expenses, claims, costs and legal fees resulting any fraudulent or non-compliant activities conducted, directly or indirectly, by You;

5. Placement of Ads

Without derogating from the aforesaid, You may NOT place any Mobimight Media Ltd. advertisements on alternative publishers or websites without written consent and approval of Mobimight Media Ltd. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA)/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, Mobimight Media Ltd. reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against You and/or demand financial compensation, based on the damages incurred Mobimight Media Ltd. as a result thereof.

6. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL MOBIMIGHT MEDIA LTD. BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF MOBIMIGHT MEDIA LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOBIMIGHT MEDIA LTD. DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY MOBIMIGHT MEDIA LTD., INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOBIMIGHT MEDIA LTD. DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY MOBIMIGHT MEDIA LTD. IS ACCURATE, COMPLETE OR CURRENT.

7. Indemnity

You shall indemnify, defend and hold Mobimight Media Ltd. harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) by third parties arising out of Your: (a) improper use of the services provided by Mobimight Media Ltd., including acts or omissions by any third party affiliates acting through You and/or Your network; (b) improper operation of a Program; or (c) breach or violation of this Agreement.

8. Assignment and Jurisdiction

Mobimight Media Ltd. may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Mobimight Media Ltd. which shall not be unreasonably withheld.

This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of Israel, without regard to principles of conflicts of law. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any disputes arising out of or in connection with this Agreement shall be exclusively settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in Tel Aviv, Israel and shall be conducted in the English Language. The arbitration shall be conducted on a confidential basis. The award passed by the Arbitrator shall be final and binding on both parties. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain injunctions, equitable relief or any equivalent remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.

9. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

10. Force Majeure

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

11. Miscellaneous

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the service by certified mail, fax, email or courier. Mobimight Media Ltd. reserves the right to change any conditions of this contract at any time. The latest Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Mobimight Media Ltd., including under any future activity or subsequent insertion orders. You hereby designate and appoint Mobimight Media Ltd. and its duly authorized representatives to act for and in your behalf to fill and submit any registrations and/or applications which may be required by various third parties in connection with the provision of the services provided by Mobimight Media Ltd. pursuant to these Terms. You irrevocably waive any claim and/or demand towards Mobimight Media Ltd. as a result thereof, including with respect to any use which may be made by any third party in connection with any such registrations and/or applications and acknowledge that this appointment is reasonable and necessary for granting You access to certain offers.

12. Publisher Earnings

Publisher earnings shall be in accordance with the payout rates set forth in the applicable insertion order.

13. Payment

Mobimight Media Ltd. will pay monthly Net 60. Payments Methods: Wire / PayPal.

Minimum payment amounts: Wire-100 USD. Paypal-10 USD. If the balance is less, Mobimight Media Ltd. will add any unpaid amounts to the next payment which meets Minimum payment threshold.

Publisher is responsible to provide complete payment details.

Publisher is responsible for approving all pending invoices via email at least 10 days prior to the payment date. Any invoice approved later, will be paid on the next payment cycle. Publisher acknowledges and authorizes Mobimight Media Ltd., according to its sole discretion and with any obligation, to take the required steps, including without limitation to transfer any outstanding payments based on the invoices presented therein on or after the applicable payment date. Publisher irrevocably releases and discharges Mobimight Media Ltd. from any liability with respect to such actions and payments.

Publisher is responsible for the payment of any taxes, fees, duties that may be levied or assessed in connection with this Agreement. Mobimight Media Ltd. Is entitled to make any deductions or withholdings which may be due without any additional payment.

For any finance inquiries publisher can contact billing@mobimight.com