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Publishers General Terms
Publisher's General Terms This Agreement contains all of the terms and conditions between A2WM and its wholly owned subsidiaries ("xpass-pub"), and the individual or organization (the "Publisher") participating in the xpass-pub Publishers Program (the "Program"). In this Agreement, "we" and "us" means xpass-pub, and "you" means the Publisher participating in the Program. "xpass-pub Web Site" or "Our Site" means the web sites operated by xpass-pub, and "Your Site" means the web site(s) you submitted to be part of this Program. Promotion of Our Program Relationship As a Publisher, we will make available to you the code necessary to display the xpass-pub Ads, which, subject to the terms and conditions, you may display as often and in as many areas on Your Site as you desire. The Code will serve to identify Your Site as a member of our Program. a. xpass-pub Code Subject to the terms of clause (b) below, the xpass-pub Code will consist of a JavaScript code provided by us (and subject to change from time to time in our sole discretion) which will enable Your Site to display the xpass-pub Ads. b. Argemen’s Regarding the xpass-pub Code In utilizing the Code referenced in clause (a) above, you agree that you will cooperate fully with us in order to establish and maintain such Code on Your Site. You also agree that you will substitute such Code with any new Code provided by us from time to time throughout the term of this Agreement. The Code may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. In addition, for the term of this Agreement, You agree to comply with the technical specifications provided by xpass-pub to enable proper display of the Code in connection with Your Site, including without limitation by not modifying the JavaScript or other programming provided to you by xpass-pub in any way. 3. Responsibilities and Opportunities of Publishers a. If you qualify and agree to participate as a Publisher, you shall display the Code set forth above prominently throughout Your Site as you see fit and with our prior consent. b. As a Publisher, you may become entitled to earn payments as set forth in Article 3. c. Compliance with this Agreement: We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. 3. payments a. Subject to clause (b) below, You shall receive a payment based on the number of valid clicks on the xpass-pub Ads displayed in connection with Your Site, as determined by xpass-pub for its participants in the Program. All commissions due and payable hereunder shall be payable in €uro shall survive termination of this Agreement. Unless otherwise agreed to by the parties in writing, payments to you shall be sent by xpass-pub on a monthly basis within 30 days after the end of each calendar month that Ads are running on your site, but in no event shall xpass-pub make payments for any earned balance amounting to less than Ten Dollars (€100.00), in case You have chosen to be paid by PayPal or check. Notwithstanding the foregoing, xpass-pub shall not be liable for any payment based on: Any fraudulent impressions generated by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on any ads, as reasonably determined by xpass-pub. 4. Your Responsibilities You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so. 5. Publicity You agree that xpass-pub may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. You shall not create, publish, distribute, or permit any written material that makes reference to xpass-pub without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld. 6. Term of this Agreement and Termination You may cancel the participation of any Site in the Program and/or terminate this Agreement with or without cause at any time by removing the JavaScript or similar programming from Your Sites. xpass-pub may at any time, in its sole discretion, terminate the Program, terminate this Agreement, or suspend or terminate the participation of any Site in the Program for any reason. In addition, xpass-pub reserves the right to terminate without notice any account that has not generated any clicks on Ads (as measured by xpass-pub) for a period of two (2) months or more. 7. Modification. We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. A change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available payments, payments schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 7; should you so terminate the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change. 8. Relationship of Parties. You and xpass-pub are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Article. 9. Confidentiality. You agree not to disclose xpass-pub Confidential Information without xpass-pub's prior written consent. "xpass-pub Confidential Information" includes without limitation: (a) all xpass-pub software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by xpass-pub; and (c) any other information designated in writing by xpass-pub as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by you or xpass-pub, or information that has been (i) independently developed without access to xpass-pub 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. 10. Entire Agreement This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. YOU ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS, YOU UNDERSTANDS THAT xpass-pub MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. I read and I agree the terms of xpass-pub
Advertisers General Terms
Advertisers General Terms This service is proposed by company A2WM - the present general conditions have as an aim the regulation of the trade between A2WM and the advertisers. This contract is concluded by electronic way. By filling the form associated with the inscription and while clicking on "validating", the advertiser confirms its acceptance full and whole this contract and begins to conform to it. Xpass-Pub is a cost-per-click bidding system that allows you to advertise text ads on sites of your choice. Simply create your text ad, choose the site(s) to advertise on, set the maximum price-per-click you are willing to pay and your ads will instantly start appearing. Payment Xpass-Pub ads run on a cost-per-click basis. This means that you only pay for visitors that actually click on your ads. Using our bidding-based ad serving system, you can choose the maximum price-per-click you are willing to pay for each of the sites you have chosen to advertise on. We automatically adjust your cost-per-click to just $0.01 above the next closest competitor, so you get the best price available for your traffic. When will your ads start being displayed? Once you have setup an advertiser account, you will be able to create your text ads, select the site(s) that you would like to advertise on and set the maximum price that you are willing to pay for each click. Within minutes your ads will start being displayed and you will be receiving new visitors. Where will my ads appear? With Xpass-Pub, you choose the sites to place your ads on. Unlike automated contextual-based ads, where there is no way for you to know where your clicks-through come from, here you are in control. Once opened an advertiser account, you can choose which site(s) to advertise on. Obligations of the advertiser: The advertiser engages towards A2WM: A to be registered with the service "Xpass-Pub" by providing real and Veracious information. To preserve and not to communicate to thirds its password. The advertiser will entirely be fully and person in charge for the communication of his identifiers. To respect the terms and conditions of these General Conditions. To inform A2WM, in writing or by electronic mail, of all modifications concerning its situation (in particular: change of address, modification of its banking domiciliation...). To provide all the data necessary for the treatment of the place orders. Obligations of A2WM Company A2WM engages towards the advertiser: To provide the service promised in the right way and conditions. To bring all its collaboration to him and to provide him any necessary information to ensure the execution of the service indicated. Guarantees granted by the Advertiser: The advertiser guarantees to A2WM conformity texts and visual which it provides to all the rules of use on Internet (netiquette), to the laws and regulations on the intellectual property, the obligatory mentions, publicity, the contests advertising, the consumer protection, the protection of the personal information and the protection of the minors, slandering, the attack with the private life, the attack with the moralities... The advertiser is entirely responsible for the contents of its advertisements. It is committed holding A2WM safe from any continuation or judgment on this subject. The advertiser guarantees to A2WM its capacity and its quality to exert all the rights necessary for the conclusion and the execution of the agreement noted under the present General Terms. Fields of application of these general terms: The present provisions apply to all the orders placed by the advertiser to the site web: http://www.Xpass-Pub.com YOU ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS, YOU UNDERSTANDS THAT Xpass-Pub MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. I read and I agree the terms of Xpass-Pub
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