Publisher will make every effort to uphold the highest ethical and commercial standards. Publisher shall not allow advertisements to be placed on sites that have or promote illegal content (including but not limited to, hacking, botnets, cracks, serials, warez, keygens, spam, spyware, illegal drugs or medicine, ROMs, EMUs, Child Pornography, phishing, pirated media (such as illegal downloads) obscene or pornographic content or sites that target persons less than 18 years of age. Further Publisher shall not allow advertisements to be placed on sites that include any content or material that in MediaFuse sole discretion is 1. Defamatory, libelous, slanderous or offensive. 2. Is offensive, insensitive or disparaging regarding racial, ethnic, or political matters or is otherwise objectionable or 3. Infringes the rights of any party or any law, regulation or legal authority including, without limitation, rights of publicity or privacy. If Advertiser requests that advertisements be removed from or not placed in any shall context, Publisher will promptly comply with such request.
All payments must be made by Wire Transfer. MediaFuse shall remit payment to Publisher within sixty (60) days of month-end activity. MediaFuse monitors traffic sources and users' behavior, and has internal means of detecting fraud. In case of Fraudulent Activity, MediaFuse may deduct or withhold payments from Publisher, block Publisher's traffic, refuse to allow banner views from the Publisher or act in any way to protect Advertiser's affairs, immediately and without any notice. Fraudulent Activity means any fraud on Publisher, including without limitation any of the following: (a) fictitious banner views; (b) automated and/or fraudulent clicks on any marketing materials; or (c) promoting the banner in violation of any applicable law including, without limitation, any law or regulation prohibiting “spam” or other electronic messages.
3. Limitation of Liabilities
MediaFuse shall not have any liability to the publisher for loss of profits or other consequential, special, Indirect, or incidental damages, based upon a claim of an advertiser or any other type or nature. Even if advised of the possibility of such damages. In any event MediaFuse total obligations and/or liability can never exceed the charge for the total cost of this agreement.
4. Governing laws and disputes
This agreement shall be deemed to have been made and entered into in the State of New York and the laws of the state of New York shall govern its construction, validity and enforceability. Should a dispute arise under the terms of this Agreement, the prevailing party shall be entitled to recover it's collection, processing, attorney, legal and court costs as well as it's attorney's fees and related costs incurred in any appeal thereof.
Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“Recipient”), including the Advertisement descriptions and the pricing of the Advertisement and the terms hereof, shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know same and that is bound by written confidentiality obligations at least as strict as those contained herein. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement.
6. Entire Agreement
This agreement reflects the sole agreement between the parties relating to the subject matter and supersedes all prior understanding, writing, proposals, representations or communication, whether oral or written of either party. This agreement may only be amended by a written instrument executed by both parties.
Each party shall defend, indemnify and hold harmless the other party, its affiliates, employees, successors and assigns, against and from any and all third party claims, liabilities, damages, fines, penalties and costs of whatsoever nature (including reasonable attorney's fees and costs), caused by or arising out of any action or inaction of the indemnifying party with respect to such party's violation of any intellectual property rights, willful misconduct or negligence. In any cases the indemnification liability of MediaFuse to publisher under this IO shall not exceed the aggregated value of the invoices issued to MediaFuse in the 3 months immediately preceding the first claim of the indemnified party.
8. TERM AND TERMINATION
This Agreement will commence on the date first written below and will continue until the earlier of. Either party may terminate this agreement without cause upon giving fifteen (15) days prior written notice thereof.