Admoda and Adultmoda Agency/Reseller Terms and Conditions.
Joining the Program
By filling out the signup form you will automatically become a Agency/Reseller and are bound by the terms of this agreement. However once we review your application we may wish to instantly terminate it if we do not feel you are a suitable Agency/Reseller at the present time.
Your participation in the program is solely for this purpose: to legally advertise Admoda and/orAdultmoda to receive a commission on advertising purchased by your referral individuals/companies.
At this time NO reseller/agency discounts are offered for placing advertising on any Operator inventory that Admoda is offering to the market. Advertisers via resellers/agencies are only accepted for campaigns to be run on Run-Of-Network off-deck inventory.
Terms and Termination of the agreement
These terms will begin upon you filling in and submitting the Agency/Reseller signup form and will end when your Agency/Reseller account is terminated. Agency/Reseller and MobVision can terminate this agreement at any time. The terms of this agreement may be modified by MobVision at any time. If any modification to the terms is unacceptable to you, your only choice is to terminate your Agency/Reseller account. Your continuing participation in the program will constitute your acceptance of any change.
Your Agency/Reseller application and status in the program may be suspended or terminated for any of the following reasons:
Inappropriate advertisements by an Advertiser you introduce (False claims, misleading hyperlinks); Advertising by an Advertiser you introduce linking to sites/products/services containing/promoting illegal activities; Advertising by an Advertiser you introduce which is in violation of intellectual property rights. All advertisers that come through via your Agency/Reseller account must agree to our Advertiser T&Cs in order for Commission Payments to be valid. No commission payments will be made in such circumstances.
Commissions
The Three Ways you Can Qualify for Agency/Reseller Commission
1. Agency introduces a new advertiser to Admoda with whom Admoda has never had contact. Commission 10%
2. Agency has exclusive deal to handle all the mobile media buying for the advertiser. Commission 10%
3. Agency introduces a company to Admoda where Admoda is either:
(i) already in talks with;
(ii) already working with; or
(iii) has previously worked with.
Commission 5%
Qualifying For Agency/Reseller Commission
Before any and every booking is made Agency needs approval from Admoda for each referred advertiser. If approved Admoda will clarify the comission bracket the advertiser falls into. Bookings can then be taken. Reseller/Agency commission will be deducted from Agency invoice.
The commission bracket is decided by Admoda at the time of advertiser approval. Once Agency/Reseller is informed of the commission bracket it is the Agency/Reseller decision as to whether to proceed with placing the particular booking.
If Agency/Reseller makes a payment to Admoda before approval of the advertiser the monies will be returned to Agency minus all bank charges, and an administration fee of £25 will be deducted.
Admoda has the right to refuse any advertising/reseller booking.
Publicity
You agree that MobVision may use your name and logo, and your referred clients name and logo, for publicity purposes, such as marketing materials, presentations, and PR. You are not permitted to use Admoda's names and trademarks for similar purposes without written permission from Admoda.
Confidentiality
Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes (i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) click through rates or other statistics, (iv) all commercial information about campaigns, (v) any technical information, (v) any information about Admoda, Adultmoda, and MobVision (vi) any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
Non-circumvention
During the term of this Agreement and for a period of twenty four months after the end, Agency/Reseller agrees that it will not contract with, solicit, recruit or encourage, directly or indirectly, any Admoda or Adultmoda Publisher for purposes of providing Advertisements directly through such Publisher.
During the term of this Agreement and for a period of twenty four months after the end, Agency/Reseller may not contact MobVision's, Admoda's, or Adultmodais affiliates, publishers, clients, partners, staff or contractors directly or indirectly (e.g. through an advertising agency or other similar competing advertising network) to solicit the business of said affiliates, clients, partners, staff or contractors.
In the event of the circumvention above, directly or indirectly, Admoda shall be entitled to a legal monetary compensation equal to the maximum fee it should have realised, for a six month period, from such a transaction plus any and all expenses, including legal fees, incurred to enforce this provision for a period of 6 months.
Representations and Warranties
You represent and warrant that all of the information provided by you to MobVision to enrol as a Agency/Reseller is correct and current.
Liability
MobVision/Admoda/Adultmoda will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Agency/Reseller or Advertising tracking failures, loss of database files, and any results of "intents of harm" to the program or our website. We do not make any expressed or implied warranties with respect to the Agency/Reseller program and/or advertising sold at Admoda/Adultmoda. We make no claim that the operation of the Agency/Reseller program, MobVision/Admoda/Adultmoda website, and our Admoda/Adultmoda service will be error-free and we will not be liable for any interruptions or errors.
MobVision/Admoda/Adultmoda makes no guarantee regarding the levels of clicks for any ad on its site. You may not receive exclusivity unless a special private contract has been drawn up between MobVision/Admoda/Adultmoda and you. MobVision/Admoda/Adultmoda makes no guarantee that any targeting set will work in every case or that the campaigns will start or finish on exactly the times required. MobVision/Admoda/Adultmoda will not be held responsible for any mis-placed ads, or targeting which goes a miss. Targeting and timings for campaigns are done on a 'best effort' basis. MobVision/Admoda/Adultmoda does not guarantee the quality of the click throughs or impressions. You agree to not hold MobVision/Admoda/Adultmoda responsible for a poor ROI or conversion rate from your referred Advertiser click throughs, and there will be no refunds issued in such a case.
Your Obligation to Indemnify
You agree to indemnify, defend and hold MobVision, Admoda, and Adultmoda, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Agency/Reseller program and/or your breach of any term of this Agreement.
Disclaimer and Limitation of Liability
MobVision DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. MobVision disclaims all guarantees regarding delivery of ad impressions, costs per click, cost per impression, click through rates or conversions on any MobVision or Publisher property or sections of such properties. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO ADMODA BY YOU FOR THE AD(S) GIVING RISE TO THE CLAIM. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures.
MobVision will not be subject to any liability whatsoever for (a) any failures to provide reference or access to all or any part of the Advertisement URL due to systems failures or other technological failures of Admoda, Adultmoda, or of the Internet; (b) delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a Publisher or Wap site, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Advertisement URLs provided by Advertiser.
Miscellaneous
Any decision made by MobVision under this Agreement shall be final. MobVision shall have no liability for any such decision. This Agreement shall be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in England. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Agency/Reseller may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to MobVision and without any payment of Commission. This Agreement shall be construed as if both parties jointly wrote it.