Publishers & App Developers Terms



Publishers & App Developers Terms

This document was last updated on October 11, ‎2015

Recitals

The ADFALCON Network and Website is an online and offline mobile advertising network created, owned, and operated by NOQOUSH Mobile Media Group FZ-LLC (hereinafter Company) a company registered in the UAE under No.20520 in Dubai Media City Free Zone with its principal address at office number 714, Al Thuraya Tower No 2, Tel +971 44280772, Fax +971 4482077, e-mail info@adfalcon.com, P.O Box: 454501 Dubai, United Arab Emirates

These Terms and Conditions govern the use of our website at www.adfalcon.com and its related online and offline services (hereinafter ADFALCON Site), at which Company offers any person, origination, group of people who own or authorized to use a mobile media property (hereinafter Publisher) the opportunity to monetize traffic to their mobile media properties by displaying mobile ads using Company's Software Development Kit and/or Publishers Code Software (hereinafter ADFALCON Service).

By clicking "I agree" button, you expressly declare that you are older than 18 years and that you have registered in the ADFALCON Site strictly as a publisher and that you wish to contract with Company to use the ADFALCON Service; and you undertake that you have read this agreement and understand and accept, in full, the terms, conditions and covenants contained in this Agreement. By clicking "Cancel" button, you disagree with these terms and conditions or any part of these terms and conditions, hence you must not use nor have any right to use the ADFALCON Site and Service.

1) Terms

Under this Agreement, Company agrees to provide and share the revenue of the ADFALCON Service with Publisher and Publisher agrees to receive, use and share the revenue of the ADFALCON Service with Company. For online registration, Publisher shall fill and send online applications to Company via the ADFALCON Site. For offline registration, Publisher shall send Company direct requests by e-mail, mail or fax. To use the ADFALCON Service, Publisher shall receive from Company, a publisher Identity and shall download the Service Development Kit and/or Publishers Code Software whether from the ADFALCON Site or from an e-mail sent by Company as the case maybe, and shall integrate such Software within Publisher's mobile media property and hence permit Company to display mobile ads on behalf of its advertisers.

Upon approval of Publisher's registration by Company, Company shall provide the ADFALCON Service to Publisher and publisher shall use the ADFALCON Service in accordance with the following terms and conditions:

2) Definitions

  1. 2.1 In this Agreement, unless the context requires otherwise
    1. a. words importing the singular shall include the plural and vice versa
    2. b. references to "party" or "parties" in this Agreement are to a party or to the parties to this Agreement;
  2. 2.2 Unless the context otherwise requires, the terms below shall have the following meanings:

    Mobile Ad(s): means advertisements prepared for display on mobile media properties.

    Advertiser: means any person who purchases the ADFALCON Service to display mobile ads on mobile media properties

    Mobile Media Property: means any mobile application and/or compatible mobile websites

    Software Development Kit: : means a software provided by Company which enables publisher to receive and display mobile ads on its mobile media properties.

    Publishers Code Software: means a software provided by company which enables Publishers to receive and display mobile ads on mobile compatible websites.

    Ad Campaign: means any mobile ad bundle requested by any advertiser

    Content: means text, graphics, softwares, photographs, video, audio and/or other data or information relating to any subject and/or advertisements

    Agreement: means this Agreement, together with the Annex hereto, as the same may be amended or supplemented by Company from time to time in accordance with the provisions hereof.

    Net Revenue: means revenues actually received by Company from sale, use or other disposition of Mobile Ads displayed on mobile media properties less total of agencies fees and/or agencies commission and/or third party fees and/or cost of sales and/or professional services fees.

    Person: means any individual, partnership, corporation or organized group of persons, including agencies and other instrumentalities of governments and states.

    Intellectual Property Rights: means any trademarks, trade names, logos and registered designs all other patents, trademarks, trade names, logos, designs, symbols, slogans, copyrights, know-how, information, drawings, plans and other identifying materials whether or not registered or capable of registration

    Confidential Information: means all statistics, reports, and all other information know-how, techniques, materials and data imparted or made available by either Party to the other Party or vice versa which is (i) designated as confidential, (ii) known by either party to be considered confidential, or (iii) by its nature inherently or reasonably to be considered confidential.

3) Obligations of Publisher

Publisher hereby warrants, agrees and undertakes as follows:

  1. 3.1 To have the full rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder.
  2. 3.2 If Publisher is entering into this agreement as a corporation, to undertake that it is a working corporation and to provide Company with a copy of publisher's official registration certificate otherwise Company shall not permit its access and use of the ADFALCON Site and Service.
  3. 3.3 Continuously provide Company with non–fictitious, accurate, complete and updated registration information and to abstain from impersonating any other person without prior approval and authorization.
  4. 3.4 To bear its own costs of and incidental to the preparation, execution and implementation of this Agreement.
  5. 3.5 To undertake that it is the mobile media property owner or otherwise authorized to register and list the mobile application with the ADFALCON Service.
  6. 3.6 To undertake compliance with the technical specifications mentioned in ANNEX 1 to this Agreement
  7. 3.7 To acknowledge that Company is entitled to reject Publisher's application/request and that Company has the right to terminate this Agreement and to ban Publisher's access to the ADFALCON Site and Service at anytime.
  8. 3.8 To acknowledge and accept that the ADFALCON Service may encounter material failure at anytime and that Company shall have no obligation to share the revenue with nor compensate Publisher during such failure.
  9. 3.9 To acknowledge that Company has no control over any mobile Ad content submitted by any advertiser.
  10. 3.10 In the event Company does not have mobile ads available for publication, to undertake to display either publisher's or Company's standard mobile ads (Default Ad).
  11. 3.11 To undertake that company has no obligation to totally fill Publisher's ad requests with mobile ads.


4) Restrictions of Publisher

Publisher hereby warrants, agrees and undertakes as follows:

  1. 4.1 Not to use the ADFALCON Services for any illegal or offensive or harmful use to Company and/or any other person, or to transmit, store, display, or otherwise make available any content that is illegal, or offensive or harmful to Company and/or any other person.
  2. 4.2 Not to use the ADFALCON Services to violate the Security or integrity of the ADFALCON Site or any other computer network, or communications system, software application or engage in any type of illegal activity.
  3. 4.3 Not to infringe the Intellectual Property Rights of Company or any other person.
  4. 4.4 Not to engage directly in any way whatsoever with Company's advertisers.
  5. 4.5 Not to reproduce, copy, reuse or modify in any way ADFALCON Site's content, including but not limited to, reports and statistics published on the ADFALCON Site.
  6. 4.6 Not to place or display any obscene, pornographic, offensive or otherwise illegal Mobile Ads including but not limited to Ads that are of discriminatory nature and Ads that offer sale of alcoholic or tobacco products.
  7. 4.7 Not to place any mobile ad received by using the ADFALCON Service upon Publisher's e-mails without the prior consent of Company.
  8. 4.8 Not to alter or convert any mobile ad received by using the ADFALCON Service in respect of color, text or language.
  9. 4.9 Not to use any mobile ad received by using the ADFALCON Service as part of Publisher's name
  10. 4.10 Not to change the mobile ad landing page.
  11. 4.11 Not to use any tools or code that can generate fake clicks on any mobile ad received by using the ADFALCON Service.
  12. 4.12 Not to use any misleading text to place graphics near or below or top of any mobile ad you received by using the ADFALCON Service
  13. 4.13 Not to place any mobile ad received by using the ADFALCON Service intentionally on blank pages in the mobile media property.


5) Terms of payment

In consideration of Publisher's use of the ADFALCON Service, all payments it shall receive from Company will be made in accordance with the following terms:

  1. 5.1 Under this Agreement, all payments shall be made in United States Dollars unless otherwise agreed and approved by Company.
  2. 5.2 Publisher acknowledges and accepts that Company shall have the sole right to set mobile ad prices and campaign plans.
  3. 5.3 In respect of each display of mobile ad campaign by Publisher it will be earning a sum equal to 60% of the net revenue generated by Company, unless agreed otherwise between the Parties.
  4. 5.4 Publisher acknowledges and accepts that net revenue shall be only calculated and determined by Company. In the event that Publisher has any disagreements thereof it shall submit a claim to Company within 5 days of any such payment; otherwise Publisher's claim shall be waived. If Publisher has duly submitted its claim and upon examining such claim Company found that net revenue calculations were correct accordingly Publisher shall undertake to reimburse Company with an amount of 70 USD (Seventy United states Dollars) as administrative fees.
  5. 5.5 Publisher acknowledges and accepts that no payments shall become due to it until Company receives full payment from the concerned advertiser and to that extent Company shall have no liability or any responsibility towards Publisher.
  6. 5.6 Publisher accepts and agrees that transfer of payments by Company shall only be made if its share of net revenue exceeded the amount of 100 USD. Otherwise, due payments to Publisher will be transferred to and accumulated with next payment.
  7. 5.7 Publisher accepts and agrees that its payments from Company shall be made every 65 days commencing from the first day after the end of month where the revenue that has been generated.
  8. 5.8 Publisher undertakes to provide Company with accurate bank account details and/or Paypal ID details and accepts that all Bank transfer charges will be passed to Publisher.
  9. 5.9 If No bank account details and/or PayPal ID has been provided by the publisher or the bank account details and/or PayPal ID details are in accurate, ADFALCON will not action a payment for the publisher until the bank account details and/or PayPal ID details are provided and are accurate. It is the publisher’s responsibility to make sure that the bank account details and/or PayPal ID details are accurate.


6) Limitation of Liability and Indemnity

  1. 6.1 Company shall be relieved from any liability for damages for the breach, non-observance or misuse of Publisher's obligations under this Agreement.
  2. 6.2 Publisher is strictly committed to supervise and monitor any mobile ad campaign it executes through the ADFALCON Service and Company shall not be liable, whether to Publisher or any other person; for loss of profits of any type of direct, indirect or consequential loss resulting therefrom.
  3. 6.3 Company shall not be liable to Publisher or any other person in respect of any event of default for loss of profits or any type of indirect or consequential loss (including loss or damage suffered by Publisher as a result of an action brought by any person).
  4. 6.4 Publisher agrees under all circumstances to defend, indemnify and hold Company, its parents, subsidiaries, affiliates and employees harmless from Publisher's and all any person's liability and damages and costs of any nature arising out of or in relation to Publisher's receipt or use of the ADFALCON Service. Publisher hereby warrants to indemnify Company in case of any action related to the above from any other person. Publisher shall further do everything necessary to protect the credibility of the Company and the reputation of the ADFALCON Service.


7) Intellectual Property

  1. 7.1 Company is the sole beneficial owner of the ADFALCONE trademark and Intellectual Property Rights.
  2. 7.2 No right or license has been granted to Publisher or any person by Company to use in any manner or to do anything which would or might otherwise infringe any of the Intellectual Property Rights referred to above.
  3. 7.3 The business of Company as now carried on does not and is not likely to infringe any Intellectual Property Right of any person (or would not do so if the same were valid) or give rise to a liability to pay compensation.


8) Confidentiality

  1. 8.1 Publisher shall keep secret and confidential all confidential information disclosed to it in connection with its receipt or use of the ADFALCON Service or otherwise belonging to Company or any other person (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any other person unless Publisher is otherwise permitted to disclose such information.
  2. 8.2 Company shall not warrant the privacy and confidentiality of all data and confidential information transmitted, obtained or collected from Publisher in connection with its registration or use of the ADFALCON Service and Publisher shall hold Company harmless against any liability arising therefrom. Company shall additionally have the right to use such information in marketing campaigns and success story publications.


9) Duration and Termination

  1. 9.1 This Agreement shall remain in force as long as the Publisher is receiving ads using the ADFALCON Service.
  2. 9.2 Publisher accepts and acknowledges the right of the Company to terminate this Agreement at anytime.
  3. 9.3 Company shall be entitled to terminate this agreement forthwith if the Publisher otherwise neglect or fail to perform or observe any of the provisions of this Agreement or commit any breach of obligations hereunder, which breach if remediable is not remedied to the satisfaction of the Company.


10) Consequences of Termination

  1. 10.1 The Publisher shall immediately cease to use the ADFALCON Site and Service and Company shall have the right to ban the access of the Publisher thereto.
  2. 10.2 Notwithstanding article paragraph (10.1) of this article, In the event this Agreement was terminated due to breach of any provision of this Agreement by the Publisher; Company shall have no obligation to share any revenue with Publisher mentioned in Article 5 of this Agreement


11) Modification

Company may change, suspend or discontinue the ADFALCON Services (or Publisher's access thereto) at any time, including the availability of any feature, advertisement, publisher or Content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access of Publisher to the ADFALCON Services at any time.

12) Governing Law

This Agreement shall be governed by and construed in all respects in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this agreement, save that Company shall retain the right to bring proceedings against the Publisher in the courts of any other country which has jurisdiction. Notwithstanding the foregoing, nothing herein prevents Company from applying to the courts of any other country for injunctive or other interim relief.

13) Assignment

Each of the restrictions and provisions contained in this Agreement and in each clause and sub-clause hereof shall be construed as independent of every other such restriction and provision to the effect that if any provision of this Agreement or the application of any provision to any person, firm or company or to any circumstances shall be determined to be invalid and unenforceable then such determination shall not affect any other provision of the Agreement or the application of such provision to any person, firm, company or circumstance all of which other provisions shall remain in full force and effect.

14) Severability

Each of the restrictions and provisions contained in this Agreement and in each clause and sub-clause hereof shall be construed as independent of every other such restriction and provision to the effect that if any provision of this Agreement or the application of any provision to any person, firm or company or to any circumstances shall be determined to be invalid and unenforceable then such determination shall not affect any other provision of the Agreement or the application of such provision to any person, firm, company or circumstance all of which other provisions shall remain in full force and effect.

15) No agency/partnership

Nothing in this Agreement shall constitute a partnership between the parties or shall authorize either party to assume or attempt to assume any obligation in the name of or on behalf of the other.

16) Waiver

Company's waiver of any breach or default by the Publisher of any of the provisions of this agreement shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on Company's part to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

17) Force majeure

Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an "Event of Force Majeure").

18) General

The recitals and annexes constitute an integral part of this Agreement.

ANNEX1

Ads Specifications

In respect of this Agreement , we shall only accept Ads with the following technical specifications :

  1. • Smartphones
  2. • smartphone image banner
    1. o 320*48 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
  3. • IAB AB Medium Rectangle
    1. o 300*250 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
  4. • Feature phones
  5. • XL image banner
    1. o 300*50 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 10 K; 15 for GIF
  6. • L image banner
    1. o 216*36 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 6 K; 9 for GIF
  7. • M image banner
    1. o 168*28 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 4 K; 6 for GIF
  8. • S image banner
    1. o 120*20 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 2 K; 3 K for GIF
  9. • Tablets
  10. • IAB Standard banner
    1. o 468*60 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
  11. • IAB Leaderboard
    1. o 728*90 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
  12. • IAB AB Medium Rectangle
    1. o 300*250 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
  13. • IAB Skyscraper
    1. o 120*600 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K

A text to be displayed below the Ad; 40 characters long.