Woobi - Advertising Terms And Conditions
Social Tokens Ltd. (hereinafter: “Woobi”) is known by the brand names: “Woobi”, “TokenAds” and “Woobi Net” (formerly “Bazling”).
Before you use Woobi’s services, carefully read the terms of this agreement. By clicking a button (or checking a box) indicating your acceptance, or by executing an insertion order or other form that references this agreement (“insertion order”), or by using Woobi’s services, you agree to the terms of this agreement.
- GENERAL: All terms not set hereinafter shall be based on the “STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS “(version 3.0) as available at http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf (“IAB Terms”). In any case of conflict between this agreement and the IAB terms, this agreement shall prevail.
- PAYMENT: Advertiser agrees to pay Woobi for all advertising published by Woobi, its assigns and/or affiliates, on a CPM/CPC/CPI/CPE/CPA basis in accordance with the terms of this document. All such impressions, clicks, installs, engagements, acquisitions, applications and/or other form of payable events herewith shall be referred to as “Actions”. Advertiser shall make payment prior to campaign start in order to activate the campaign. Once deposited amount is used in full, or remaining credit is below the price of 5 Actions, Advertiser’s campaign(s) will be paused. Advertiser agrees that it shall be solely liable for payment to Woobi. Further, Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third party including, without limitation, Advertiser’s clients.
- CREDIT: Woobi may, in its sole discretion, allow negative balance (credit) on Advertiser’s account. In cases where Woobi allows Advertiser negative balance, all payments not made within two (2) days of the due date shall accrue interest at the rate of 1.5% per month, or the highest rate allowable by law, whichever is less, until payment is made to Woobi. Should Advertiser default in payment of any invoice, Woobi shall have the right to require payment for further advertising upon such terms as Woobi may see fit. Advertiser agrees to pay all costs incurred by Woobi including, but not limited to, collection agency and attorneys' reasonable fees and costs, as a result of having to enforce these terms. Payments are non-refundable. Woobi’s failure to invoice Advertiser shall not constitute the waiver of any amounts due to Woobi by Advertiser and/or Woobi’s breach of these terms.
- REPORTING: Reporting will be based on the number of Actions as shown by Woobi’s platform for CPM, CPC campaigns. For all other campaigns, reporting will be based on the number of Actions as shown by Woobi’s platform, or the number of actions as counted by the Advertiser – the greater of the two. Advertiser agrees to provide Woobi with final number of actions for each month by the 7th of the following month or will be billed an additional 5% on top of Woobi’s reported number. Advertiser acknowledges that Woobi’s tracking of Actions may be subject at times to either under or over-reporting, and agrees to release its own transaction logs and other tracking records, if requested, to Woobi in the event of a discrepancy. Advertiser agrees to pay Woobi for all actions legitimately caused by campaign placements made by Woobi or its affiliates whether tracked by Woobi or not. Conversely, should Advertiser find instances of Woobi over-reporting or under-reporting of Actions (showing more Actions or less Actions than Advertiser’s own tracking), Advertiser agrees to notify Woobi immediately of the actual number of Actions completed. In cases where Woobi counts more Actions, Advertiser agrees to pay for all Actions that contain sufficient information to qualify said Action as legitimate.
- CAMPAIGN CHANGES and CAMPAIGN TERMINATION: Changes to campaign payouts or termination of campaigns by the Advertiser shall become effective within 48 hours. Woobi may accept changes on a shorter notice when possible, on Woobi’s sole discretion.
- ADVERTISER REPRESENTATIONS: Advertiser represents and warrants that it holds required intellectual property rights and/or licenses to permit the use of advertising materials by Woobi and Woobi’s publishers. Advertiser warrants that its materials so provided to Woobi do not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights; do not violate any law, statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or deceptive advertising; and are not defamatory or trade libelous in any way. Advertiser is liable to report all actions to Woobi. Once Action tracking is in place, tested and approved by Woobi, Advertiser is not allowed to make any changes to the tracking mechanism, including (but not limited to) change the point in which an Action is reported, replace a pixel, change the tracking code or take any similar action that could have any influence on Woobi’s count of Actions without Woobi’s prior written approval. Upon such approval, all campaigns that are to be effected by the change must be paused until such campaigns are tested and re-approved by Woobi. Advertiser acknowledges that Woobi does not provide its services by any entities that run, provide, enable or promote, for themselves or for others, services similar to any Woobi services. Advertiser represents, covenants and warrants that it is not such an entity.
- ASSIGNMENT: Advertiser will not assign this insertion order without Woobi’s prior written consent. Woobi may assign all or a portion of its duties and obligations hereunder to any affiliate, successor and/or other third party. Subject to the foregoing, the terms of this insertion order will be fully binding upon, inure to the benefit of and be enforceable by the parties’ respective successors, heirs, executors, administrators and permitted assigns.
- CREATIVE CONTROL: Advertiser grants Woobi the worldwide, non-exclusive, royalty-free (except as otherwise expressly provided herein) right and license to use, copy, reproduce, distribute and display, in any medium now known or hereafter developed, the advertisements and all related materials submitted by Client to Woobi. Advertiser will be solely responsible for creating, managing, editing, reviewing, cancelling and otherwise controlling the video ads, advertising banners, display creatives, text advertisements and other materials issued to Woobi. Advertiser acknowledges that Woobi is acting only as a passive distributor of such content. Woobi has no obligation to Advertiser regarding the content of advertisements Advertiser places with Woobi. Woobi undertakes no responsibility to review the content, or any affiliate-generated content, to determine whether any such content may result in liability to third parties.
- DISCLAIMER OF WARRANTIES: Woobi provide all services performed hereunder "AS IS" and hereby expressly disclaim all warranties, expressed or implied, regarding its services or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, Woobi specifically disclaims any warranty regarding: (1) the number of individuals who will see the content; and (2) any benefits that the Advertiser may obtain from the campaign. Woobi does not guarantee continuous or uninterrupted service to the campaign. Should advertiser’s campaign(s) be interrupted, make-goods will be calculated based on the average conversion rate and number of clicks for each publisher during its normal period of operation for the length of time that the interruption(s) last. Advertiser agrees to compensate Woobi for this make-good. Due to the nature of the advertising methods, over-delivery and under-delivery are typical. In the event that Woobi over-delivers (i.e. Advertiser orders and pays for 200 Actions and Woobi delivers to the Advertiser 250 Actions) then Advertiser shall be liable for payment of all overage up to ten percent (10%) of the amount ordered and pay such costs on net fifteen (15) terms.
- LIMITATIONS ON LIABILITY: In no event shall Woobi be liable for any special, direct, indirect, incidental, actual, punitive or consequential damages, or for interrupted communications, lost data or lost profits, arising out of, or in connection with, this agreement. Under no circumstances shall Woobi be liable to the Advertiser or any third parties for an amount greater than the amounts received from Advertiser pursuant to this insertion order.
- INDEMNITY: Advertiser agrees to indemnify, defend, and hold harmless Woobi, its parents, successors, subsidiaries, and affiliates, and their respective directors, officers, agents and employees for any claims, liabilities, costs and expenses (including reasonable attorney’s fees) made against Woobi by a third party or parties or a government agency as a result of: (i) any breach of the terms of this Agreement, including but not limited to the foregoing representations and warranties; (ii) any claim arising from the sale or license of Advertiser’s goods or services; (iii) any violation of an applicable law, rule, or regulation by Advertiser; or (iv) any other act, omission or misrepresentation by Advertiser. Woobi agrees to indemnify, defend, and hold harmless Advertiser, its parents, successors, and subsidiaries, and their respective directors, officers, employees (the “Advertiser Indemnified Parties”) for any claims, liabilities, costs and expenses (including reasonable attorney’s fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or willful misconduct by Woobi. The indemnifying party may participate in the defense of the indemnified party at its own expense.
- CONFIDENTIAL INFORMATION: Neither Advertiser nor Woobi shall disclose or use the other party’s confidential information for any purpose other than the purposes contemplated by this agreement, unless such disclosure or use is allowed by written permission of the other party. However, either party may disclose the other party’s confidential information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure. Advertiser’s confidential information shall remain the property of Advertiser, and Woobi’s confidential information shall remain the property of Woobi. The parties shall not disclose any of the terms and conditions of this document to any third party without the express prior written consent of the other party. The Advertiser undertakes to treat the login credentials to their personal user account on the advertising platform confidential and to refrain from passing them on to third parties. Should it come to the knowledge of the Advertiser that these login credentials have become known to third parties, the Advertiser will notify Woobi of this without delay.
- COMPLIANCE WITH LAWS: Advertiser agrees that it will use the Woobi Services and provide Advertisements in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from Advertiser’s country of residence. Advertiser will not, will not agree to, and will not authorize or encourage any third party to: (a) use the Woobi Service to transmit or otherwise distribute any Advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by Woobi; (b) interfere or attempt to interfere with the proper working of the Woobi Service or prevent others from using the Woobi Service; or (c) use the Woobi Service for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at Woobi’s sole discretion, and may subject Advertiser to state and federal penalties and other legal consequences. Woobi reserves the right, but will have no obligation, to review Advertiser’s Advertisements and use of the Woobi Service in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
- TERMINATION: Both parties may terminate this insertion order upon providing forty-eight (48) business hours’ notice. In the event of any termination, Advertiser will remain liable for any amount due under the Agreement through the effective date of termination and such obligation to pay shall survive any termination of this Agreement. If Woobi terminates this agreement or the Advertiser account without reason, Advertiser shall be liable to a refund of any unused amount paid to Woobi.
- E-MAIL SUPPRESSION LISTS: The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective businesses including, without limitation, CAN-SPAM and all other laws governing deceptive trade practices and/or online marketing and/or advertising. In the event that Advertiser desires distribution of its campaigns via email, Advertiser agrees to provide a regularly updated suppression list to Woobi containing current unsubscribe requests in conformance with CAN-SPAM. Woobi agrees to include a physical address for Advertiser in the body of every e-mail. Advertiser must provide to Woobi its physical mailing address. If Advertiser fails to provide such mailing address, Woobi will use the physical mailing address appearing in this insertion order.
- REPRESENTATIONS AND WARRANTIES: Without limiting any other representation, warranty or covenant of either party herein, each party hereby represents and warrants to the other that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Without limiting any other representation, warranty or covenant of the Advertiser herein, Advertiser hereby represents and warrants to Woobi that (i) it has the right to grant to Woobi the rights granted herein and that none of the Advertisements provided by Advertiser hereunder contain any material that infringes upon any third-party right, including rights arising from contracts between Advertiser and third parties, copyright, trademark, class action, patent, consumer protection laws, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or which slanders, defames, libels, or invades the right of privacy, publicity, or other property rights of any person; (ii) none of the Advertisements provided by Advertiser hereunder contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, or other computer programming routines that may potentially damage or interfere with the Woobi service, or intercept or expropriate any system data or personal information from the Woobi service; and (iii) any Advertisements directed to children will comply with the guidelines of the Children’s Advertising Review Unit.
- MISCELLANEOUS: This agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Israel. The parties are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby. This agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter and may be changed only by a subsequent writing signed by both parties. Unless otherwise stated, this agreement is non-exclusive to either party and either party shall have the right to enter into similar agreements with other third parties. The parties hereby represent and warrant that they shall at all times fully comply with all applicable statutes, rules and regulations with respect to their respective businesses including, without limitation laws governing deceptive trade practices.