TERMS AND CONDITIONS
This Is A Legal Agreement Between You ("Publisher" Or "Advertiser") And BIDENCE.com. ("BIDENCE Network" Or "BIDENCE Platform") Stating The Terms And Conditions That Govern Your Participation In The BIDENCE Network. If You Do Not Agree To The Terms And Conditions Of This Agreement You Will Be restricted To Participate On The BIDENCE Network.
For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:
"Advertiser(s)" means one or more customers of BIDENCE which create the Advertising Material, and authorize BIDENCE as its intermediary to include it on the Publisher’s Media.
"Advertising Material" means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups and pop-unders created by an Advertiser.
"Publisher(s)" means one or more customers of BIDENCE responsible for the distribution of online Advertising Material on its Media.
"Publishers Media" means the space, including without limitation, homepage, Media or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.
"Bidence Network" means the advertising network owned and operated by https://bidence.com.
"Clicks" means the number of times, as recorded by BIDENCE as Ad Serving Platform a user visiting Publisher's Media, as identified by IP address, clicks on Advertising Material.
"Impressions" means the number of times Advertising Material is served to a user visiting the Publisher's Media.
"Cost Per Mille (CPM)" means the amount an Advertiser pays for one thousand advertisement Impressions, regardless of the consumer's subsequent actions.
"eCPM" means effective cost per mil. eCPM is used on the BIDENCE Network to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
"AD Supply-Side Platform" describes the technology and service that places advertisements on Media, which includes an advertising software which has been licensed to BIDENCE and which BIDENCE hereby sublicenses to Publishers and Advertisers participating in the BIDENCE Network subject to this Agreement.
"Click Through Rate (CTR)" means the percentage of clicks on a link. This is usually a percentage based on the total number of clicks divided by the number of IMPRESSIONS that an advertisement has received.
"Publisher Earnings" means the total revenue generated by the Publisher using the Advertising Materials less BIDENCE margin. Publisher earnings are based on the eCPM generated by the Publisher's ad spot. BIDENCE margin remains at the sole and absolute discretion of BIDENCE.
"Cost Per Click (CPC)" means cost or cost-equivalent paid per click-through to an Advertiser's Media.
"Administration Panel" means the interface provided by BIDENCE to clients (Publishers, Advertisers and Third Parties) in order to buy and sell traffic on the BIDENCE Network.
"Insertion Order" is a written authorization to display advertisement at Publishers Media.
BIDENCE is a service provider and has no effective knowledge about the content at the Publishers Media and/or the Advertising Material created by the Advertiser(s), which is published at the Publishers Media. Publisher and Advertiser are the only responsible parties for such content and will always hold BIDENCE harmless for any responsibility, infringement, damage or loss in relation to such content.
By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publishers Media through BIDENCE Network using the BIDENCE Supply-Side Platform. On top of that, BIDENCE provides guidance to help Advertiser(s) and Publisher(s).
2. PUBLISHER ELIGIBLE MEDIA
BIDENCE reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Publisher's obligation to make sure it complies, at all times, with BIDENCE's eligibility rules. The following are examples of Publishers Media that are not eligible for participation on the BIDENCE Network:
- Media which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy.
- Media with reference to illicit practices or shock human dignity:
-- Content with pornographic character staging minors(miners);
-- Content making the apology of voluntary crimes to life, persons the integrity and sexual aggressions;
-- Content making the apology of war crimes, crimes against humanity;
-- Content provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion).
Any description will be automatically recorded and indicated to proper authorities.
- Media that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. sms, chat, social networks, etc.).
- Media promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
- Media with illegal, false or deceptive investment advice.
- Media that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
- Media that are under construction or incomplete.
- Media with extremely limited audiences or viewership (less than 50 unique visitors per day).
BIDENCE does not control or monitor Publishers Media. However, a Media may be brought to its attention or may be checked for any reason. If BIDENCE determines that Publisher's Media includes any forbidden content, BIDENCE may close Publisher's account without prior notification. In such a case, as a penalty for the breach of this Agreement, Publisher shall not be entitled to the payment of any amounts remaining in its Administration Panel, without prejudice to any other or further liability incurred by the Publisher.
Publishers who are operating a network with other partners (sub-publishers) are responsible and guarantee herein themselves to communicate this Agreement to connected partners ( sub-publishers) and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.
Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement is prohibited.
In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the BIDENCE Network using one or several of the following methods:
Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
Using Advertising Material that enables tracking though it is not displayed at all, not visible or not in the manner and/or size stipulated by the Advertiser;
Any form of misuse will lead to the blocking of the Publishers' accounts immediately. In this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot confute the breach of this Agreement, BIDENCE will issue a notice of termination with immediate effect. In the event of termination, the Agreement will be terminated automatically and liquidated pursuant to the stipulations of Clause 12 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.
Fraudulent Impressions. BIDENCE's ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Counts of Impressions or clicks will be decided solely on the basis of reports generated by BIDENCE Advertising Network. Any method to artificially and/or fraudulently inflate the volume of Impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running 'spiders' against the Publisher's own Media, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by BIDENCE, acting reasonably, or based on industry practices) click-through and/or Impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher should not require users to click on Advertising Material prior to entering a Media or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher's clicks-throughs of any link other than BIDENCE's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, BIDENCE may terminate this Agreement without prior notification. Such termination is at the sole discretion of BIDENCE and is not in lieu of any other remedy available at law or equity.
Publisher(s) will indemnify and hold BIDENCE harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
5. PUBLISHER PAYMENT
Payments. Publisher payments can be made monthly via Wire Transfer. To receive a payment, Publishers must reach the minimum payout limits: Wire Transfer from 500 USD. BIDENCE shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher's Media approved by BIDENCE.
The Publisher expressly instructs BIDENCE to generate and issue the Publisher's invoices on behalf of the Publisher. In that regard, prior to making any payment to a Publisher, BIDENCE will generate the invoice manually on behalf of such Publisher. Furthermore, the Publisher expressly acknowledges that the BIDENCE's manager will generate the said invoices based on the data provided by the Publisher and therefore warrants that such data is accurate, fully and legally compliant, especially for invoicing and taxation purposes. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold BIDENCE totally harmless from any of the said errors, direct or indirect loss or damages. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, BIDENCE is expressly authorized to retain any payments due to the Publisher until such incident has been resolved and also obtain direct compensation from those amounts retained in case BIDENCE suffers any loss or damage.
Hereby the Publisher expressly orders Bidence to generate and issue the Publisher’s invoices on behalf of the Publisher. Prior to making any payment to a Publisher, Bidence will generate automatically through the Program the invoice on behalf of such Publisher. Furthermore, the Publisher expressly agree that the Program will generate the said invoices based on the stats provided by the Bidence reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
Any Publisher residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Bidence. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold Bidence harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.
Parties hereby agree to notify each other if they:
- change their VAT registration number;
- cease to be VAT registered;
- sell their business, or part of their business;
- to notify each other about any changes in their payment details;
BIDENCE is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.
6. ADVERTISING MATERIAL
6.2. Recording of Service Counts
BIDENCE has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. UTC+09:00 Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the BIDENCE Administration Panel. Publisher understands that BIDENCE's online statistics may not be 100% accurate and that BIDENCE may make adjustments to Publisher's online statistics. In the event that coding on Publisher's Media generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, BIDENCE reserves the right to withhold payment on all Impressions and Clicks delivered by Publisher. Payment may be sent only after BIDENCE Manager approval.
6.3. Volume of impressions
BIDENCE cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
6.4. Ad Serving Platform
Statistics of Impressions and revenues will be provided by BIDENCE. Ad Serving Platform shall govern this Agreement.
The Media is available only to individuals who are at least 18 years old.
7. ADVERTISING BUDGET
Advertiser payments must be made monthly via Wire Transfer. Advertiser shall pay all charges in USD or KRW, according to the currency set up in its BIDENCE Administration Panel.
BIDENCE reserves the right to withhold deposit or charge Advertiser's account due to any breach of this Agreement by Advertiser.
BIDENCE is hereby authorized to use the trade names or trademarks of Publishers and Advertisers for the purposes of this Agreement without any further written approval from the party owning such name or trademark.
9. REPRESENTATIONS AND WARRANTIES
Publisher(s) represents and warrants to BIDENCE that:
- All content, products, and services on the Publishers Media are legal to distribute, that it owns or has the legal right to use, and will not infringe any and all copyrights, trademarks, patents or other proprietary rights;
- The Publishers Media do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement;
- The Publishers Media are free of any "worm", "virus", "malware" or other device that could impair or injure any person or entity;
- It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply and it will conduct its business in compliance with all applicable laws, rules and regulations;
- It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject to;
- The Publisher(s) must respect the prohibition of unsolicited advertisement ("Spam") when sending Advertising Material via email or via any other equivalent electronic communications means. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails or electronic communications; should BIDENCE so request, Publisher(s) must provide written evidence of such consent has been granted.
Advertiser(s) represents and warrants to BIDENCE that none of the advertising provided contains:
- Any material that consists of paraphilia or scatological activities;
- Any material that contain children or minors in sexual situations;
- Any material that offers illegal products or services;
- Promotion of incentives for online activity to surf Media, click on ads, or any activity that artificially enhances Media or Advertiser metrics;
- Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
- Promotion of fake documents, copied material, or paper mills;
- Any unauthorized use of third-party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
- Promotion of drugs or any related paraphernalia;
- Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
- Promotion or any attempt to profit from human tragedy or suffering;
- Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;
- Any content that targets to children of age 18 and younger;
- Any material that does not respect particular advertising rules added in the Administration Panel for specific Publishers Media.
Advertiser will indemnify and hold BIDENCE harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Advertiser's infringements of this Agreement.
10. TERMINATION, CANCELLATION
BIDENCE may at any time, in its sole discretion, immediately terminate this Agreement or cancel any Ad(s) with or without cause. BIDENCE will make commercially reasonable efforts to notify Advertiser(s), Publisher(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time.
Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.
If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.
You agree not to disclose BIDENCE Confidential Information without BIDENCE's prior written consent. "Bidence Network Confidential Information" includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the BIDENCE Network; (ii) click-through rates or other statistics provided to You by BIDENCE; and (iii) any other information designated in writing by BIDENCE as "confidential" or any designation to the same effect. BIDENCE Network Confidential Information does not include information that has become publicly known through no breach by You or BIDENCE, or information that has been (i) independently developed without access to BIDENCE Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
Publisher and Advertisers acknowledges that BIDENCE might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher's identity under certain circumstances and specially where Publisher's Media contain(s) or link(s) to unauthorized copyrighted materials from third parties. BIDENCE will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which BIDENCE reasonably deems as being competent to issue such a request.
12. DATA PROTECTION
Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
13. INDEMNIFICATION. LIMITATION OF LIABILITY
You agree to indemnify, defend and hold BIDENCE and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the BIDENCE Network, (ii) operation of the Publisher's Media submitted to BIDENCE for participation on the BIDENCE Network or (iii) otherwise arising from a relationship with BIDENCE. You also agree to indemnify BIDENCE for any legal fees incurred by BIDENCE, acting reasonably, in investigating or enforcing its rights under this Agreement.
13.2 Limitation of Liability
Under no circumstances will BIDENCE be liable to Publishers and Advertisers with respect to any subject matter of these terms and conditions under contract, tort (including negligence), strict liability or other legal or equitable theory, whether or not BIDENCE has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of these terms, including, but not limited to, loss of revenue or anticipated profits or lost business. These limitations shall apply notwithstanding any failure of essential purpose. In no event shall BIDENCE's aggregate liability arising out of these terms and conditions exceed the last month's payments to the publisher.
BIDENCE reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. BIDENCE will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks prior to the Effective Date. Publishers who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. BIDENCE will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
If the Publisher(s) objects to the new (modified) Terms, BIDENCE s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the BIDENCE Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.
During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher listed on the BIDENCE Network, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser. Advertiser understands and agrees that this prohibition is a key consideration and inducement for BIDENCE to enter into this Agreement with Advertiser, and to provide the services hereunder.
16. DISPUTE RESOLUTION
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Korea.
For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Courts of the Republic of Korea.
17. GENERAL PROVISIONS
17.1 Force Majeure
Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), such party's performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of the Republic of Korea or a Korea court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
Sections 12, 13, 14, 17 and 18 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
BIDENCE is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party provided that the assignee shall assume all rights and obligations under this Agreement.
Publisher/Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Publisher/Advertiser may, without the consent of BIDENCE, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient's business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing.
Either party may change its address by providing the other party with written notice of the change in accordance with this section.
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Korea.
17.6 Relationship of Parties
The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
17.8 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Publisher(s) and Advertiser(s) to Bidence, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement.
The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.
17.11 No Third Party Beneficiaries
This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.