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Advertiser Registration: Terms and Conditions - January 31, 2020
THESE TERMS AND CONDITIONS ARE A BINDING AND VALID LEGAL AGREEMENT BETWEEN (1) ADVERTISER OR ITS AGENCY (COLLECTIVELY, "ADVERTISER") AND (2) WEBMENU, INC. ("WEBMENU"). THESE TERMS AND CONDITIONS, INCLUDING THE TERMS OF THE ADVERTISER GUIDELINES AND THE SPECIFIC TERMS OF EACH INSERTION ORDER SIGNED BY BOTH ADVERTISER AND WEBMENU AGENTS/RESEALLER, SET FORTH THE ENTIRE AGREEMENT ("AGREEMENT") BETWEEN ADVERTISER AND WEBMENU. IF AN ADVERTISEMENT IS SUBMITTED BY AN AGENCY, THE AGENCY REPRESENTS AND WARRANTS THAT THE ADVERTISER ON WHOSE BEHALF THE ADVERTISEMENT IS SUBMITTED HAS AUTHORIZED AGENCY TO REPRESENT SUCH ADVERTISER WITHIN THE SCOPE OF THIS AGREEMENT AND SUCH ADVERTISER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO PAYING WEBMENU FOR ADVERTISEMENTS DELIVERED PURSUANT TO THIS AGREEMENT. PLEASE READ THIS AGREEMENT, THE ADVERTISER GUIDELINES AND ANY RELEVANT INSERTION ORDERS VERY CAREFULLY.
NOTE: PATENT PENDING IFRAME ADVERTISEMENT is a service wholly owned and operated by WEBMENU, INC.
PATENT PENDING IFRAME ADS - PAY-PER-CLICK STANDARD TERMS AND CONDITIONS
1. Display of IFRAME Advertisement/PPC. Advertiser agrees that WEBMENU may display the advertisement Advertiser places in the Patent pending IFRAME display ads/Pay-Per-Click Service (the "Advertisement") on the WEBMENU Network through the Patent pending IFRAME Service and its affiliated sites on which WEBMENU places Patent pending IFRAME advertisements (the "Service") during the Contract Period. The "Contract Period" is the period defined in the Patent pending IFRAME interface or such earlier time as Advertiser's account balance is exhausted or expiration date has occurred. "Advertisement" may include all text, titles, descriptions, graphics, audio, video, flash, keywords, keyword phrases, negative keywords (keywords that if included in the search will cause the Advertisement not to be displayed), categories and topics and targeting ("Targets") as well as the web sites to which an advertisement is linked. Advertiser will deliver and will be solely responsible for providing to WEBMENU a URL that is relevant and contains all of the text, pictures, graphics, sound, video, programming code and other data which WEBMENU will use to comprise the text, graphic or html listings, files or otherwise that Advertiser intends to have displayed on the Service. Advertiser hereby grants to WEBMENU a non-exclusive, royalty-free, worldwide right and license by all means and in any media to use, reproduce, distribute, modify for technical purposes, publicly perform, publicly display and digitally perform such Advertisement and all its constituent parts. WEBMENU will not change the Advertisement without Advertiser's approval unless such change is necessary to conform to WebMenu’s Advertiser Guidelines or to the requirements imposed by WebMenu’s publishers with regards to size, text or other limitations which may crop, shorten or otherwise alter the Advertisement. These alterations are not system wide and only apply to the specific publisher page which imposed said restrictions. Advertiser agrees to direct all communications regarding the Advertisements to WEBMENU and not to the owners or operators of the web sites on which the Advertisements are placed ("WEBMENU Affiliates").
3. Private Network. If the Insertion Order is for "Private Network/WebMenu Search Engine" ("PVT NETWORK"), WEBMENU reserves the right, in its sole discretion, to display the Advertisement on any or all of its Service sites. WEBMENU does not guarantee even delivery across all sites or placements. If the Insertion Order is for "PVT NETWORK", WEBMENU shall have the right to pre-empt this Agreement with an agreement for another advertiser without liability to Advertiser.
4. Specific Categories and Topics. If the Insertion Order is for specific keyword term(s), WEBMENU reserves the right in its sole discretion to display the Advertisement on any or all of its Service sites it determines fall into such specific categories and topics, including its PVT NETWORK.
5. Non-Refundable. The Advertiser agrees and acknowledges that WebMenu’s has NON REFUNABLE policy on all Advertising Services. If Advertiser has signed up as a result of a promotion offering free clicks or other incentives, No fee shall not apply until such time as Advertiser has used up the free clicks or other incentives and elected to continue to use the Patent pending IFRAME Service/ PPC.
6. Cancellation; Termination. Advertiser may cancel the campaign at any time by canceling or deleting all Advertisements hereunder via Advertiser's online account , however the Pre-Paid-Fees are non-refundable. WEBMENU may at any time terminate the Service, terminate this Agreement or cancel any Advertisement or Advertiser's use of a Target. WEBMENU will notify Advertiser by email of any such termination or cancellation which shall be effective immediately. Upon cancellation or termination Advertiser shall remain liable for any amounts due for Services already delivered and for traffic on any Advertisements through the date of such cancellation or termination. The terms of this Agreement that are intended to survive termination or expiration of this Agreement shall so survive, including Sections 2 through 16.
7. Prohibited Uses. Advertiser agrees not to: (i) generate fraudulent impressions of or fraudulent clicks on any advertisements on the Service, including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search optimization services and/or software; (ii) advertise substances, services, products or materials that are illegal; (iii) violate any policy posted in the Advertiser Guidelines; (iv) fraudulently redirect end user including but not limited to unauthorized use of proprietary rights, copyrights, trademarks, or service marks in URLs, use of false or misleading URLs, use of "ghosting", "cloaking", and/or "doorway pages" methods; or (v) engage in any other illegal or fraudulent business practices. Advertiser shall not include links to any web site as part of an Advertisement unless the content at such web site is relevant to the Target and/or the creative of the Advertisement. WEBMENU reserves the right to manually review all creative for quality and relevancy and reserves the right to refuse any Advertisement should WEBMENU or a WEBMENU Affiliate determine it to be inappropriate or irrelevant for any reason whatsoever.
8. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any governmental entity. Ads will be served on Publisher Pages based on such factors as relevancy, keywords, CPC rates, click-through rates and ad rotation algorithms. Advertiser acknowledges that WEBMENU may change the minimum pricing for bids at any time or prepaid ads. If, at the time of such change by WEBMENU, Advertiser's bid is less than the minimum, Advertiser's sub-minimum bid will not be automatically deemed to meet the new minimum and Advertiser's Ads may not get selected as often, or at all, for placement on Publisher Pages. Advertiser shall be responsible for bid prices and changes to bid prices which Advertiser has authorized by either verbal or written means. In addition, Advertiser agrees and acknowledges that if Advertiser has a prepaid amount in its account and elects to purchase an Advertisement that is more than the prepaid amount, Advertiser may incur a negative balance which Advertiser will be responsible for paying immediately. Agency's credit is established on an Advertiser by Advertiser basis. Advertiser hereby authorizes WEBMENU to conduct credit checks and contact references. If WEBMENU, in its sole discretion, believes that Advertiser's ability to pay timely is or becomes questionable, WEBMENU may require payment in advance or may immediately stop serving and displaying Advertiser's Ads. If Advertiser disputes any charges, Advertiser must notify its Agent/Reseller in writing within Forty Eight (48) hours of any claim relating to the disputed charge. Charges shall be calculated solely based on invoicing records maintained by WEBMENU for purposes of billing. No other measurements or statistics of any kind shall be accepted by WEBMENU or shall have any effect under this Agreement. WEBMENU will use commercially reasonable efforts to monitor fraudulent hits and if, in WebMenu’s sole discretion, a hit is determined to be fraudulent, WEBMENU will not charge Advertiser for said hits. In the event Advertiser fails to make timely payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by WEBMENU in collecting such amounts. Advertiser's right to access its account is subject to any credit limits established by WEBMENU. Advertiser hereby authorizes WEBMENU to conduct credit checks and contact references. If in WebMenu’s sole discretion Advertiser's credit is or becomes unsound or insufficient; or if Advertiser exceeds the credit limits established by WEBMENU; or if payment cannot be charged to Advertiser's credit/charge/debit card/PayPal for any reason; or if there is a chargeback for any reason or if Advertiser' financial institution does not honor Advertiser's check for payment, (i) WEBMENU's Agent/Reseller may demand immediate payment for all outstanding balances due pursuant to this Agreement and any other agreement between the parties, and Advertiser agrees to pay all outstanding charges upon such demand; (ii) WEBMENU may terminate Advertiser's account in whole or in part, including removal of the Ads; and (iii) WEBMENU's Agent/Reseller will assess a fee of $25 for any returned checks, declined cards, or chargeback requests on Advertiser's account.
9. Usage Statistics. WEBMENU will provide Advertiser with usage statistics in a format determined solely by WEBMENU. Advertiser acknowledges that usage statistics provided by WEBMENU are the official, definitive measurements of WebMenu’s performance on any delivery obligations. No other measurements or usage statistics (including those of Advertiser or a third party ad server) shall be accepted by WEBMENU or have bearing on this Agreement. WEBMENU MAKES NO GUARANTEES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY USAGE STATISTICS PROVIDED TO ADVERTISER.
10. Modification and Operation of the Service. WEBMENU reserves the right to redesign or modify the organization, structure or "look and feel" of the Service at any time without notice. THE SERVICE IS MADE AVAILABLE "AS IS" AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WEBMENU DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET ADVERTISER'S REQUIREMENTS.
11. Indemnification. Advertiser will defend, indemnify and hold harmless WEBMENU and the WEBMENU Affiliates and all of their directors, officers, employees and agents harmless, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorney's fees) arising out of or alleged to arise out of, or in connection with WebMenu’s display of the Advertisement, including without limitation, use of the Targets, as well as any breach or alleged breach by Advertiser of its representations, warranties, and/or obligations pursuant to this Agreement. The foregoing obligation is conditioned on the party seeking indemnification; (i) giving Advertiser notice of the relevant claim, (ii) reasonably cooperating with Advertiser at Advertiser's expense, in the defense of such claim, and (iii) giving Advertiser the right to control the defense and settlement of any such claim, except that Advertiser shall not enter into any settlement that affects the indemnified party's rights or interest without the indemnified party's prior written approval. The indemnified party shall have the right to participate in the defense at its expense. In the event Advertiser fails to defend and/or indemnify the indemnified party, the indemnified party has the right to defend or settle any claim on its own behalf though counsel of its own choice, and be fully reimbursed by the Advertiser for all costs and expenses of such defense. The WEBMENU Affiliates are intended third party beneficiaries to the indemnification obligations of Advertiser to WEBMENU.
12. Limitation of Liability. WEBMENU AND ANY OTHER WEBMENU AFFILIATES SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY LOSS OF BUSINESS, REVENUE, PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SUCH PARTY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WEBMENU'S OR ANY OTHER WEBMENU AFFILIATES AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM EXCEED THE GREATER OF (i) THE AGGREGATE AMOUNTS ACTUALLY PAID BY ADVERTISER TO WEBMENU DURING THE THREE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE OR (ii) ONE HUNDRED DOLLARS.
13. Press Release. Advertiser shall not issue any press releases or public statements concerning the existence or terms of this Agreement without the prior approval of WEBMENU or as required by law.
14. Agency. If Agency signs the Insertion Order or submits the order to WebMenu, it does so as Advertiser's agent, and Advertiser and Agency will be jointly and severally liable for all obligations here under. Agency represents that it has full authority to act on Advertiser's behalf, provided, however, that nothing herein will release Advertiser from any obligation or liability hereunder, and WEBMENU may look to Advertiser for performance of all obligations under this Agreement.
15. Force Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference.
16. General Provisions. WEBMENU reserves the right to change its advertising rates or these terms and conditions without notice. Advertiser may not assign this Agreement or any of its rights or delegate any of its duties here under this Agreement without WebMenu’s prior written consent and any attempted assignment without WebMenu’s written consent shall be null and void. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. Advertiser agrees and acknowledges that WEBMENU Affiliates are third party beneficiaries to this Agreement. This Agreement will be construed in accordance with the laws of the state of California without regard to its conflict of law principles, and the parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over Los Angeles County, Los Angeles. This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof. Any amendment or modification to this Agreement must be in a writing signed by both parties. Last updated:
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