CitySky Wallpapers Download: Crowd Lu Publisher Agreement

天空桌面：盧廣仲 (CitySky Wallpapers Download: Crowd Lu) and Propeller Ads

Publisher Agreement
1. Definitions
2. The Service
3. Placement of Ads
4. Online Reports
5. Publisher Earnings
6. Payments
7. Representations, Warranties and Covenants
8. Fraudulent Activity
9. Limitation of Liability; Disclaimer of Warranty.
10. Indemnity
11. Assignment, Governing Law and Jurisdiction
12. Severability
13. Intellectual Property Rights
14. Termination
15. Force Majeure
16. Confidentiality
17. Self-Billing
18. Miscellaneous

Publisher Agreement (the “Agreement”)

Propeller Ads Limited (Cyprus) and Propeller Ads Limited (Isle of Man) (the, “Propeller Ads”, “Propeller”, “We”, etc.) being an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through such service globally (the, “Service”), and

You (the, “Publisher”, “You”, “Yours”, etc.) being the owner of the website(s) or having sufficient authority to enter into present Agreement, that seeks a service to attract advertisers to such website(s) (the, “Publisher’s web site”, “Your website”, “Site”, etc.),

WHEREAS,
Propeller Ads has offered its service to the Publisher through www.propellerads.com website (the, “Program”, etc.) and Publisher’s personal account, and you decided to utilise the Service,

NOW,
Propeller Ads and Publisher hereby agree as follows:

BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS PUBLISHER 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) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT.


1. Definitions
1.1. “Ad(s) or Advertisement(s)” – means graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar generated by advertiser’s web-servers in response to a query from Propeller Ads.

1.2. “Publisher” – means a party that has decided to enter into this Agreement and to assign Propeller Ads to provide online services in accordance with the terms and conditions of this Agreement.

1.3. “Publisher Account” / “Account” – means the Publisher’s account at Propeller Ads web-site www.propellerads.com.

1.4. “Content” – means textual, visual, or aural content that is encountered as part of the Publisher’s websites. It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.

1.5. “Effective Date” – means the date of adoption by Publisher terms of this Agreement or in the absence of its signature, the date when the Publisher set up a Publisher Account with Propeller Ads.

1.6. “Propeller Ads Network” – means Propeller Ads’s digital advertising network available at www.propellerads.com, including advertisers and publishers.

1.7. “Propeller Ads Network Property” – means any website, application, content, property or any other media owned, operated, or provided by a company within the Propeller Ads Network upon which Propeller Ads places Ads.

1.8. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.


2. The Service
2.1. In order to become a Publisher, you must first accurately submit an application for Propeller Ads account at our website and be in compliance with present Agreement (in case of using Self-service) or register as a Publisher by contacting Propeller Ads directly (in case you wish to use dedicated campaign Management service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as Propeller Ads’ Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. Propeller Ads reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Propeller Ads sole discretion.

2.2. By filing your account application or registering as a Publisher you confirm your understanding and unreserved acceptance of present Agreement and other terms and conditions of Propeller Ads, including, but not limited to the Privacy Policy, published at our website concerning the Services, and confirm you are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.

2.3. In order to be eligible to become a Propeller Ads’ Publisher, all websites must meet the following criteria:

Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our advertisers;
Be fully functional at all levels; no “under construction” sites or sections; and
Shall comply with the applicable legislation.
2.4. The content of the Publisher’s website(s) or its affiliated website(s) can not include any material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:

Intellectual property rights;
Racial, ethnic, political, hate-mongering or otherwise objectionable content;
Investment, money-making opportunities or advice not permitted under law;
Gratuitous violence or profanity;
Material that defames, abuses, or threatens physical harm to others;
Promotion of illegal substances or activities (e.g. illegal online gambling, “how to build a bomb”, counterfeiting money, etc.);
Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
Hacking or Phreaking;
Any illegal activity whatsoever;
Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; or
Any other inappropriate activity as determined by us in our sole discretion.
2.5. Propeller Ads has the following Non Acceptable Business rules for Publishers:

Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
Where there is knowledge or suspicion of money laundering or terrorist financing;
Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
Where the client or any of the clients associated parties are subject to any sanctions measures;
Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
Producers/publishers of racist/pornographic/pressure group material or extreme political propaganda;
Regulated entities that do not have the appropriate licensing;
Extreme political and/or charitable organisations.
2.6. There are the following methods of using the Service available – Self-Service or Management service.

Self-Service assumes that access to the Service shall be provided through Publishers’ personal account. Propeller Ads support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.

Management service assumes that assistance of using the Services and Program shall be provided by Propeller Ads officers.

2.7. You may not transfer your account to anyone without explicit written permission of Propeller Ads and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Propeller Ads cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.


3. Placement of Ads
3.1. Publisher shall NOT place any advertisements of Propeller Ads’ network advertisers attracted through the Service on alternative publishers or websites without written consent and approval of Propeller Ads. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Propeller Ads reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a monetary fine in the amount based on the damages caused to Propeller Ads.

3.2. Propeller Ads do not check or control the activities or contents at your website, but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.


4. Online Reports
4.1. Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”).

4.2. During the month Publisher may track online reports within Propeller Ads reporting system in Publishers’ personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to direct and measure traffic. Campaigns may be adjusted at any time by Propeller Ads team to comply with advertiser´s ad serving stats. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For avoidance of doubt, Propeller Ads reporting system (stats) will be prevailing in any case.


5. Publisher Earnings
5.1. Cost of using Service depends on the amount and scope of advertising campaigns carried out on Publishers websites during the reporting period based on ads placements generated by Propeller Ads reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Propeller Ads reporting system only.

5.2. In the event that Publisher believes that there is a discrepancy in Propeller Ads’s reporting system, Publisher must provide Propeller Ads with a reasoned report of such discrepancy within three (3) calendar days from receipt of Propeller Ads’s reports. Otherwise, Propeller Ads shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Propeller Ads stats and reports shall prevail.

5.3. Propeller Ads is entitled to make adjustments in Publisher’s account in one of the following cases:

To pay promotions and bonuses
Due to technical reasons
Due to Publisher’s fraudulent activity
On the basis of additional agreements with You
Due to Advertiser’s complaints or refunds

6. Payments
6.1. Propeller Ads will pay Publisher’s revenue at Net 35. Minimum payment amounts: 100 USD (for Wire Transfers – 1000 USD), if the balance is less Propeller Ads will add the sum to the next payment until account balance will reach specified minimum. The specified minimum amounts can be adjusted with agreement of all parties hereto however such payments may be subject to banking and administration fees.

6.2. Propeller Ads acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Propeller Ads that it has received without any restrictions. You hereby release Propeller Ads from any claim for Publisher’s revenue if Propeller Ads did not receive funds from the advertiser. Publisher shall hold Propeller Ads harmless and indemnify it from any claims or liability related to such unpaid revenue.

6.3. Propeller Ads provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that Propeller Ads is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.

6.4. Publisher is responsible for all applicable taxes associated with provided Services, other than taxes based on Propeller Ads income. Publisher shall indemnify Propeller Ads against all losses suffered or incurred by the Propeller arising out of or in connection with any payment made to the Publisher.

6.5. Publisher responsible to supply valid payment details in personal account of our Service, if details are wrong or if the Publisher change its payment details, it is the Publisher’s responsibility to notify by mail 14 days before payment due date. Publisher will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.

6.6. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program.

6.7. Hereby you represent and warrant to provide Propeller Ads with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfillment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.

6.8. You on your own shall ensure the ability to receive payments from Propeller Ads to specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 6 (including if the failure or delay is caused by a third party payment service provider you are using), Propeller Ads shall not be responsible for violation of terms of payment.

6.9. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Propeller Ads related to the transaction. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.

6.10. By entering into this Agreement, you agree to receive Publisher’s revenue as from Propeller Ads, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.


7. Representations, Warranties and Covenants
You represent, warrant and covenant that: your website is in compliance with all applicable laws and terms and conditions of present Agreement, and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;
You agree not to 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 content;
You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
You represent and warrant that you own or have legal rights to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on your website; you agree not to 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 website tags, source codes, links, pixels, modules or other data provided by or obtained from Propeller Ads that allows Propeller Ads to measure ad performance and provide its service (“Site Data”);
If instructed to do so by Propeller Ads and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
You acknowledge that Propeller Ads does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
You agree to display the creative exactly as it appears on the Service and will not alter any creative that has been placed through the Service;
If you are notified that fraudulent activities may be occurring on your website, and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;
You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;
You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
Hereby You irrevocably authorize Propeller Ads to transfer a request received by Propeller Ads to provide information for the payment directly to your financial institution available;
You represent, warrant and covenant that your website does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
If any errors or undesirable results occur due to no fault of Propeller Ads, Propeller Ads shall not be responsible for losses and you may not be compensated;
Publisher undertakes to ensure that its servers support the traffic directed to ad campaign through our Service. Propeller Ads takes no responsibility for all the consequences in the event your servers cannot support the traffic directed to your website. You shall test your website to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary.
You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Propeller Ads in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.

8. Fraudulent Activity
8.1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.

You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Propeller Ads Service. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Propeller Ads shall make all determinations about fraudulent activity in its sole discretion.

8.2. If Publisher is suspected in any fraudulent activity Propeller Ads shall have the right to ban Your Publisher Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All advertising campaigns carried out on Publishers websites with fraudulent activities are not subject for payment.


9. Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL PROPELLER ADS BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR WEBSITE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF PROPELLER ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROPELLER ADS IS ONLY THE TOOL FOR ADS CAMPAIGNS CONNECTING ADVERTISERS AND PUBLISHERS THROUGH ITS SERVICE. THE INFORMATION, CONTENT AND OTHER PROPELLER ADS SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPELLER ADS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY PROPELLER ADS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROPELLER ADS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE OR PROVIDED BY PROPELLER ADS IS ACCURATE, COMPLETE OR CURRENT.


10. Indemnity
You shall indemnify, defend and hold Propeller Ads harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Program; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.


11. Assignment, Governing Law and Jurisdiction
11.1. Propeller Ads may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Propeller Ads, which shall not be unreasonably withheld.

11.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Cyprus.

11.3. Each party irrevocably agrees, for the sole benefit of Propeller Ads that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Propeller Ads to take proceedings against Publisher in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.


12. 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.


13. Intellectual Property Rights
13.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Propeller Ads Service and to access our website through our Service only in accordance with the terms and conditions of this Agreement.

13.2. You may not alter, modify, manipulate or create derivative works of Propeller Ads or any our graphics, creative, copy or other materials owned by, or licensed to Propeller Ads in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Propeller Ads’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Propeller Ads without compensation. All rights not expressly granted in this Agreement are reserved by Propeller Ads.

13.3. Your use of the Service shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.

13.4. ALL THE PARTIES HEREBY AGREE THAT PROPELLER ADS DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT PUBLISHER’S WEBSITE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.


14. Termination
14.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. 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, or the breach of this Agreement by you. Propeller Ads reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

14.2. This Agreement will be blocked when the Publisher’s Account has not been in use for more than three (3) months.

You will receive a notification informing you that your account is blocked because of “Inactive account status”. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.

If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the remaining funds will be fully deducted from your account.


15. 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. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.


16. Confidentiality
16.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).

16.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.

16.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.

16.4. The foregoing obligations under this section 15 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.

16.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.

16.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.


17. Self-Billing
17.1. Hereby the Publisher expressly orders Propeller Ads to generate and issue the Publisher’s invoices on behalf of the Publisher. Prior to making any payment to a Publisher, Propeller Ads 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 Propeller Ads reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.

17.2. 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 Propeller Ads. 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 Propeller Ads harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.

17.3. 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
17.4. Notice given in accordance with the conditions of clause 17.3 is also to be considered as your confirmation to issue self-billing invoices in altered conditions.

17.5. 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, Propeller Ads is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.


18. Miscellaneous
18.1. 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.

18.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.

18.3. 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.

18.4. Propeller Ads reserves the right to change any terms and conditions of this Agreement at any time. You may refer to contract revisions in our website – www.PropellerAds.com. The terms and conditions of present Publisher Agreement (as published on www.PropellerAds.com (the “Terms”) bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Propeller Ads. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Propeller Ads.

18.5. Representations and warranties of Publisher set forth in this Agreement (in particular, Section 15) hereof shall survive closing for a period of one (1) year from the termination date.

18.6. No claim for a breach of any representation or warranty by Propeller Ads shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to Publisher and/or actually known by Publisher prior to termination.

18.7. Publisher acknowledges and agrees that entering into this Agreement it has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral other than those expressly set out in this Agreement, Privacy Policy or other terms and conditions published at www.PropellerAds.com and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.

18.8. All claims related to the use of the Service or Program shall be submitted by the Publisher within 30 days from the end of the Reporting Period only. In the case of missing the specified term, Propeller Ads reserves the right not to process the complaint, and all the services shall be deemed rendered properly.

18.9. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.

18.10. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.