This Donation Alerts (DA) Advertising Agreement ("Agreement") constitute a legally binding agreement between You ("You") and MY.GAMES B.V. ("Company", "Us", "Our") governing your Your participation in DA Advertising Program ("Program").
Any capitalized terms in this Agreement shall have the same meaning as it defined in the Terms of Service available at https://www.donationalerts.com/terms-of-service/broadcasters ("Terms of Service") unless otherwise expressly set forth herein.
BY CHECKING THE BOX OR CLICKING THE "ACCEPT AND CONTINUE" BUTTON, AS APPLICABLE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION AT OUR SITE, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) CONFIRM THAT YOUR AGE IS SUFFICIENT TO ENTER INTO THIS AGREEMENT UNDER THE APPLICABLE LAWS AND/OR YOU HAVE ALL NECESSARY CONSENTS (E.G. PARENTAL CONSENTS) IN FULL COMPLIANCE WITH THE APPLICABLE LAWS, INCLUDING FOR PURPOSES OF DATA PROTECTION LAWS, OTHERWISE YOUR ENTERING INTO THIS AGREEMENT IS PROHIBITED.
Description of the Program
From time to time on our sole discretion, we may make available proposal(s) ("Proposal(s)") for You to market and promote third party services and products in Your Broadcaster Content on the terms and conditions set forth in such Proposals.
By accepting a Proposal, You agree to provide services to us as set forth in the accepted Proposal ("Services") and acknowledge and agree that the Services will be paid only in case of full performance and payment for partial fulfillment of the Services is expressly excluded.
We may provide You with advertising materials necessary for the performance of the Agreement. You shall not use any such advertising materials provided for the purposes other than for the purpose of this Agreement.
By participating in the Program, You (i) shall act in good faith, in a reasonable, professional and consistent manner so as not to frustrate the purpose or intent of this Agreement and in no event distort the healthy image of the nor damage the reputation of services and products that are advertised by You or conflict with the public moral and ethics and the like; (ii) agree that you will comply with the provisions of the present Agreement, Terms of Service and all pages, schedules, policies, guidelines, specifications, user manuals, and supporting materials that we make available to You, and other documents and materials referenced in this Agreement (collectively, "Operational Documentation"); (iii) agree that you will comply with any applicable laws and any provisions of the web resources where the Broadcaster Content is placed.
You will provide us with any information that we request to verify your compliance with this Agreement or any Operational Documentation.
In addition to any other rights or remedies available to us, we may terminate this Agreement, withhold (and you agree you are not eligible for) any advertising fee payable to you under this Agreement, or both, if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):
In addition, You hereby consent to us:
Advertising Fee Payment
In case You will provide Services to us as specified in the Proposal, we will pay you advertising fee ("Advertising Fee") in accordance with this Section 2 and in the amount set forth in the Proposal subject to any applicable withholding or deduction. We will pay you Advertising Fee within five (5) calendar days following the end of calendar month when You provided Services using the payment method you choose from available options. You must select payment method before you start to provide any Services. When you select the payment method, you must provide us with certain valid information. If You choose a payment method that does not allow to receive the full amount of Advertising Fee due to restrictions set by the applicable payment provider, then we shall be entitled to pay Advertising Fee in partial amounts as permitted by the respective payment provider on a daily basis until the full amount will be paid.
In some cases, payment of Advertising Fee may take place only upon Approval Period expiration.
"Approval Period" shall mean a sixty (60) day period from the payment date as specified in the first paragraph of this section, which is necessary to verify the payment of advertising fee and prevent any fraudulent actions and unverified payments.
Payments will be calculated solely based on our accounting system.
If the amount payable to You for any given month is less than 100 EURO/100 US Dollars/6500 Russian Rubles, Company may roll such amount over the subsequent payment period until the amount payable reaches a minimum 100 EURO/100 US Dollars/6500 Russian Rubles.
In case the total amount of advertising fee due to pay for a month exceed the amount of 3000 EURO / 3000 USD/200 000 Russian Rubles, we have the right to withhold the payment of the advertising fee for a period up to 180 days to verify the payment and prevent any fraudulent actions and unverified payments.
The advertising fee shall be paid in the currency indicated in Proposal.
The amount of the Advertising Fee includes all applicable taxes, in accordance with the legislation of the country of your residence. You are obliged to pay all the taxes in accordance with tax legislation of your state of residence. We do not responsible for failure to fulfill your tax obligations.
You shall not, and shall not authorize others, to generate fraudulent clicks or impressions on any advertisements served on your Broadcaster's Content, whether generated manually or by use of a device or other automated process. No payment shall be made hereunder in connection with (a) any clicks or impressions or any actions that have been generated via fraud or other illegal conduct, or generated manually or via the use of a device, automated process, or other technical means where there is no bona fide end-user that actually views or performs the click on the advertisements or (b) any impressions commingled with fraudulent impressions or fraudulent clicks as described in this paragraph (collectively "Fraudulent"). Further, no payment shall be made hereunder in connection with any clicks, Impressions or Services for which payment is denied by an advertiser ("Denied"). Failure to comply with this Section shall be deemed a material breach of this Agreement and Company reserves the right to withhold payment if it considers that You have engaged in activity that is in violation of this Section or of this Agreement or Operational Documentation. In the event that You have already received payments from Company for fraudulent or Denied actions, Company shall receive credit from future earnings or refunds from You or may offset such amounts from any funds due to be paid to you under any agreements between You and us.
Reservation of Rights; Submissions
We reserve all rights, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, any content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates' trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
Term and Termination
The term of this Agreement will begin upon Your acceptance of this Agreement and will end when terminated by either you or Company. Either you or Company may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. We may withhold accrued unpaid advertising fee for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
We may modify any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation at https://www.donationalerts.com/terms-of-service/advertising or by sending notice of such modification to you by email (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Proposals, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL ADVERTISING FEE PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
Representations; Warranties; Disclaimers
THE PROGRAM AND ALL CONTENTS RELATED OR ACCESSIBLE THROUGH THE PROGRAM ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND ADVERTISERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PROGRAM, AND ITS CONTENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. NEITHER WE NOR ANY OF OUR AFFILIATES OR ADVERTISERS WARRANT THAT THE PROGRAM WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR ADVERTISERS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
This Agreement shall be governed and construed by the law of England and Wales. All disputes arising in connection with this Agreement are subject to mandatory pre-trial settlement by the Parties, and in case of failure to reach an agreement during the pre-trial settlement of the dispute – in the court having jurisdiction at the location of Company.
Waiver. The failure of either you or us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the relevant party.
Severability. If any provision of this Agreement or Operational documentation or any applicable rules or regulations, including but not limited to those incorporated herein by reference, is held to be unlawful, void, or for any reason unenforceable, then for both you and us that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Assignment. This Agreement and any rights and obligations hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Company without restriction. Any transfer or assignment attempted to be made in violation of this Agreement shall be void.
Survival. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 3, 6, 7, 8, 9.
Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions of it.
Entire Agreement. This Agreement, together with any Operational Documentation, is the entire agreement between you and Company relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to this Agreement or Operational Documentation made by Company as set forth in this Agreement and Operational Documentation.
YOU AND COMPANY AGREE THAT ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF SUCH ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Only the English version of this document has legal effect. Any translations of this document to other languages are provided for your convenience only.
© MY.GAMES B.V. | 2018