This Agreement between You and Paymentwall, Inc. ("Paymentwall") consists of these Standard Terms and Conditions ("Terms and Conditions") and the Paymentwall, Inc. Monetization Platform (the "Program"). The term "You" means any entity identified in an enrollment form submitted by the same to Paymentwall, and/or include affiliated persons, and/or any agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. If You are an agency, You also represent and warrant that (a) the advertiser on whose behalf You are acting has authorized You to enter into this Agreement and to assume the obligations under this Agreement on such advertiser's behalf and to represent such advertiser within the scope of this Agreement and the Program, and (b) such advertiser agrees to be bound by the terms of this agreement, including but not limited to paying Paymentwall for advertisements delivered pursuant to this Agreement. All orders or other requests for advertising from You, an advertising agency, or agent are governed by these terms and conditions. Please read these Terms and Conditions very carefully. By participating in the Paymentwall advertising program You are signifying Your consent to this Agreement.
You may submit Your material for Your Ads either by email, file transfer protocol, mail, or at the provided web forms located in the Paymentwall Advertisers’ Area. You agree that Your Ads, including Your domain name, may be placed on:
You agree that Paymentwall does not guarantee that Your Ads will be placed on, or available through, Paymentwall Property and/or Publisher Property(ies), and You understand that Paymentwall reserves the right to not place Your listings, and/or discontinue to place Your listings at any time. Paymentwall may provide suggestions to You for Ad content, title and/or descriptions or for any other element of a listing but the final decision to authorize any suggestion is Yours. Ideas provided by Paymentwall are only suggestions and You are under absolutely no obligation to use such suggestions. It is Your responsibility to determine whether such suggestions comply with the requirements of Paymentwall. By using a keyword, title, description, link and/or listing that may have been suggested by Paymentwall, You represent and warrant that the, title, description, link and/or listing is in compliance with the Paymentwall Program and with this Agreement. You are solely responsible for the content of Your Ads, including URL links. Paymentwall is not responsible for anything related to Your website(s). In all cases, information must be submitted in the form requested by Paymentwall.
You agree that Paymentwall reserves the right to edit, refuse, reject or remove any of Your Ad(s) at its discretion at any time, and that Paymentwall reserves the right not to publish any of Your Ad(s) in its sole discretion. You also agree that the failure by Paymentwall to publish any of Your Ads does not constitute a breach of contract or otherwise entitle You to any legal remedy. Even if Your Ad(s) are placed on Publisher Property(ies), You agree to direct to Paymentwall, and not to any Publisher, any communication regarding Your Ad(s) on any Publisher Property. In addition, if Your Ads are displayed on Publisher Property(ies), the display of Your Ads on Publisher Property(ies) will provide Paymentwall and Publisher(s) with access to the content of Your Ads, including the URL(s), and any contact or other information that can be obtained through such URL(s), as well as data regarding queries or click-throughs on directory categories. You acknowledge and agree that Paymentwall may collect, use, store and transfer all of these aggregate information about You and may share all of these aggregate information about You with advertisers, business partners, sponsors, Publishers and other third parties. In addition, you grant Paymentwall the right to access, index and cache your website(s), or any portion thereof, including by automated means.
You are authorized to access the Paymentwall Property solely to manage Your advertising account(s) and conduct searches for Your own personal use. You agree that You will not use the Paymentwall Property or any content therein for any other purpose and that You will not disseminate or distribute any of this information. Your right to access Your account with Paymentwall is personal to You and non-assignable and is subject to any limits established by Paymentwall. You agree that You will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access Your account with Paymentwall or to monitor or copy the Paymentwall Property or Publisher(s) Property, or the content contained therein except those automated means expressly made available by Paymentwall, if any, or authorized in advance and in writing by Paymentwall. You will not use any device, software or routine to bypass or interfere or attempt to interfere with the proper working of the Paymentwall Property or Publisher(s) Property. Without limitation to the foregoing, You further agree that You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure (as determined by Paymentwall).
You also acknowledge and agree that each and all of your Ad(s) will be subject to a content filter as created, interpreted and implemented by Paymentwall and as defined in its Program. While You may offer suggestions to Paymentwall as to what is an appropriate content filter for Your Ad(s), Paymentwall reserves the right, in its sole discretion, to determine what is an appropriate content filter for Your Ad(s) before they are placed on Paymentwall Property or Publisher(s) Property.
You agree to pay Paymentwall all applicable charges, including any applicable taxes or charges imposed by any government entity, in United States dollars in accordance with this Agreement and the terms of the Program. You agree that Paymentwall may change its pricing at any time. All fees shall be calculated solely based on invoicing records maintained by Paymentwall for purposes of billing. No other measurements or statistics of any kind shall be accepted by Paymentwall or have any effect under this Agreement. You may pay Paymentwall by credit card, charge card, debit card, check or wire transfer, and You agree that Paymentwall may charge the credit card or charge card, or use Your debit card or wire transfer upon the issuance of Your Username and Password by Paymentwall You agree and represent that all information You provide to Paymentwall for the purpose of enrolling as an Advertiser will be accurate, complete and current. Your right to access Your account with Paymentwall is subject to any limits established by Paymentwall. If payment cannot be charged to Your credit/charge/debit card, for whatever reason, or if there is a chargeback for any reason, or if Your financial institution does not honor Your check, Paymentwall reserves the right to either suspend or terminate Your account with Paymentwall. Suspension or termination includes but is not limited to, removal of Your Ads from the Program. You must submit any claims or disputes You may have with respect to any charge to Your account in writing to Paymentwall within 30 days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge. In the event of any failure by You to make payment, You will be responsible for all reasonable expenses (including legal fees) incurred by Paymentwall in collecting such amounts. You agree and acknowledge that You will be charged interest at the rate of 1% per month, or the legal maximum, whichever is less, on all unpaid charges or fees owed to Paymentwall.
You hereby acknowledge that Paymentwall is not responsible for the maintenance of Your website(s), nor is Paymentwall responsible for order, entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Your website(s). You must update Your Ads if any information is not a current and accurate description of information available on Your website(s). You further acknowledge that Your website(s) does not contain any Paymentwall owned or licensed content, including but not limited to, any Paymentwall listings, except pursuant to a separate signed affiliate agreement with Paymentwall. You hereby grant Paymentwall the irrevocable right to access, index, cache, and display (in connection with Your Ads) the website(s) to which Your Ads link, or any portion thereof, including by any automated means including web spiders or crawlers. This grant specifically includes Paymentwall' right to create and display copies of any and all text, graphics, images, audio, video, and all other material included or found on such website(s) or portions thereof, including the right to create and display thumbnail and full-scale copies of any images or video included on or found on such website(s) or portions thereof.
You represent and warrant that:
Paymentwall strictly prohibits using any Paymentwall Property, any Publisher Property, or any third-party technology to:
Violation of these policies may result in immediate termination of this Agreement without notice, and may subject You to state, provincial, and federal penalties and other legal consequences.
If You are dissatisfied with the Paymentwall, Programs or with any of the terms and conditions contained therein, Your sole and exclusive remedy is to terminate Your account. You may cancel Your participation in the Paymentwall Program and other Paymentwall services by sending Paymentwall an e-mail notification of cancellation of account. Notwithstanding anything contained in this Agreement to the contrary, You agree that Paymentwall may, in its sole discretion and at any time, terminate the Program, terminate this Agreement, discontinue Your participation in the Program or on any website or Publisher Property, or cancel any Your Ad(s) or Your use of any Selected Category. Except as set forth in Section 7 above or unless Paymentwall has previously canceled or terminated Your use of the Program (in which case subsequent notice by Paymentwall shall not be required), Paymentwall will notify You via email of any such termination or cancellation, which shall be effective immediately. Reasons for Paymentwall' determination to so terminate or discontinue Your account or participation as provided for above include, but are not limited to, if Paymentwall believes that You violated this Agreement or other policies or guidelines of Paymentwall or of a Publisher Property that uses, licenses or distributes the Program, or if Paymentwall believes Your conduct may be harmful to other consumers, advertisers, Publishers, or licensees who participate in (or offer to its users) the Program. All decisions made by Paymentwall in this matter will be final and neither Paymentwall nor its licensees (or distributors) shall have any liability with respect to such decisions. Upon termination or expiration of this Agreement for any reason, (i) You shall remain liable for any amount due services already delivered through the date such cancellation or termination takes effect, and (ii) Sections 2 through 22 shall survive expiration or termination of this Agreement. You agree that Paymentwall reserves the right to review, decline, approve, or issue refunds on a case-by-case basis, and that all decisions made by Paymentwall with respect to refunds are final and binding.
During the term of this Agreement and for a period of two years following the termination or expiration of this Agreement, each party agrees not to disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. For the purposes of this Agreement, "Confidential Information" includes:
During the term of this Agreement and for a period of two years following the termination or expiration of this Agreement, You shall not at any time:
You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Paymentwall' personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Paymentwall immediately upon Paymentwall’ request.
Paymentwall makes no guarantee regarding the levels of impressions, click-throughs or conversions for any of Your Ad(s) or group of Your Ad(s) or the timing of delivery of any impressions, click-throughs or conversions for any ad displayed on any Paymentwall Property or any Publisher Property.
Paymentwall MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING, WITHOUT LIMITATION, THE NUMBER OF CLICK-THROUGHS WHICH WILL BE DELIVERED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE Paymentwall PROPERTY AND PROGRAM IS AT YOUR OWN RISK. Paymentwall, Paymentwall PROPERTY AND THE PROGRAM ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER Paymentwall NOR ANY OF ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, ATTORNEYS, PUBLISHERS, CONSULTANTS OR CONTRACTORS, OR ENTITIES MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING Paymentwall, THE Paymentwall PROPERTY AND PROGRAM, THE SUCCESS OF YOUR AD(S) AS MEASURED IN ANY WAY, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH Paymentwall, PROGRAM, THE Paymentwall PROPERTY OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. Paymentwall HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, PUBLISHERS, LICENSORS, LICENSEES, CONTRACTORS, CONSULTANTS, AGENTS, ENTITIES, ATTORNEYS AND/OR EMPLOYEES OF IT ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION:
FORCE MAJEURE. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER:
Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, Paymentwall shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Paymentwall, including but not limited to strikes, shortages, insurrection, fires, floods storms, explosions, earthquakes, internet outages, computer virus, riots governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures, or any other cause that is beyond Paymentwall’ reasonable control.
You agree to indemnify, defend and hold Paymentwall, its agents, affiliates, subsidiaries, directors, officers, employees, Publishers, licensors, licensees, consultants, attorneys, and contractors ("Indemnified Person(s)") harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of Your use of the Program, Your website, and/or Your breach of any term, representation or warranty of this Agreement, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy and publicity. You acknowledge and agree that each Publisher, as defined herein, has the right to assert and enforce its rights under this section directly on its own behalf as a third party beneficiary. You agree to be solely responsible for defending any claim, subject to Paymentwall’ right to participate with counsel of its own choosing, and for payment of damages or losses resulting from the foregoing to both a third party and Paymentwall, provided that You will not agree to any settlement that imposes any obligation or liability on Paymentwall without Paymentwall’ prior written consent. Paymentwall reserves the right to terminate or suspend Your account if You violate any of the terms in this Agreement.
Paymentwall reserves the right to change the terms upon which it offers its Program, its Paymentwall Property and other services to the public and may change this Agreement by posting such changes. Paymentwall continued participation in the Program, its Paymentwall Property, and other services following such changes shall be deemed an assent to such changes. All amended terms are automatically effective 15 days after they are initially posted.
The section and paragraph headings in this document are for convenience only; they form no part of these standard Terms and Conditions and shall not enter into the interpretation thereof.
Nothing in these standard Terms and Conditions shall be deemed to create a partnership or joint venture between the parties, and neither Paymentwall nor You shall hold itself out as the agent of the other, except for that specified in this Agreement.
No delay or failure of Paymentwall in exercising any right under these standard terms and conditions, and no partial or single exercise of any right by Paymentwall shall be deemed to constitute a waiver of such a right or any other right under these standard terms and conditions.
These standard Terms and Conditions, including all attachments which are incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Paymentwall may assign, subcontract, or transfer this Agreement and/or its services anytime at its sole discretion.
Governing Law/Jurisdiction. This Agreement shall be governed by, and interpreted in accordance with, the laws of the United States of America and the laws of the State of California, U.S.A., with respect to issues of contract enforceability and interpretation, without reference to conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. In the event of a dispute, each party submits itself to the exclusive jurisdiction of the state and Federal courts located in San Francisco County, California.
You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Paymentwall in collecting unpaid amounts under this Agreement. You also acknowledge and agree that:
Paymentwall strongly advises that You review this Agreement with Your attorney before You enter into it. You acknowledge and agree that nothing herein and no statement by Paymentwall or any employee, representative, agent or other person associated with Paymentwall has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair, that all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.
By supplying Paymentwall with all the required information to sign You up to the Paymentwall Program, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.
Effective: April 20, 2010