1.1 "Publisher" is an entity who manages Ad space and selling it through the Platform;
1.2 "Ad space" is a part of a website devoted to online advertisement;
1.3 "Platform" is:
1.3.1 an intermediary between the Publisher and the Advertiser;
1.3.2 available under the https://ppc.buzz address and it’s derivatives (including but not limited to subdomains);
1.3.3 a proprietary system comprised of software and tools to help:
22.214.171.124 Advertisers organize their Campaigns to buy Traffic;
126.96.36.199 Publishers offer their inventory.
1.4 "Advertiser" is an entity who wishes to advertise products and/or services online using the Platform.
1.5 "Campaign" is the set of rules defined by the Advertiser to match Traffic expectations against Platform’s inventory, comprised of Publishers inventory.
1.6 "Traffic" is a name for online visitors driven from the Publisher’s website to the Advertiser’s website.
2.1 Advertiser uses the Platform to purchase Traffic by creating Campaigns;
2.2 Platform may or may not deliver Traffic to the Advertiser’s websites based on available inventory provided by Publishers;
2.3 Publishers are responsible for their websites availability and maintaining the actual state of their ad space.
3.1 All reported numbers for billing purposes and general delivery reporting are based on Platform’s statistics unless mentioned otherwise in the Insertion Order;
3.2 In case of discrepancy in reported numbers, Parties will make reasonable efforts to resolve them in good faith.
4.1 Traffic from the Platform is available for purchase on the prepayment basis;
4.2 Each party involved in traffic exchange shall bear and pay all of its own taxes (including, without limitation, income taxes) arising under applicable laws in connection with the performance of this Agreement.
5.1 Advertiser may discontinue or pause Campaigns at any time by request or by using Advertiser’s dashboard;
5.2 In case of termination of all active Campaigns, the Advertiser keeps the right to request a refund of the remaining balance and Platform shall proceed with the request within 7 business days;
5.3 Bonus funds are non-refundable and are spent only once the main balance is exhausted.
Campaigns shall not contain any of the following:
Any confidential information and/or proprietary data provided by one party ("Discloser") to the other party ("Recipient"), including the descriptions and the pricing of the products and the terms hereof, shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know the same and that is bound by written confidentiality obligations at least as strict as those contained herein. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement.
Each party represents and warrants to the other that: (i) it has all rights, power and authority necessary to enter into this Terms and Conditions and perform its obligations hereunder; (ii) its performance of this Terms and Conditions will not violate any agreement to which it is bound or the rights of any third party; and (iii) it will comply with all applicable laws, regulations, orders and other requirements of any governmental authority of competent jurisdiction in its performance of this Terms and Conditions. (iv) Neither Party will be liable for any claims arising due to Parties’ negligence, failure to comply with any such laws; each Party agrees to indemnify, defend and hold harmless the other Party and its partners from and against any such claims.
Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party and its Affiliates (and all equity holders, employees, officers, directors, contractors or representatives of the same) (collectively, the "Indemnified Party") to the maximum extent permitted by law from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of a third party claim based on the Indemnifying Party’s breach of any term of this Terms and Conditions. If any claim or action is brought against the Indemnified Party for which indemnity may be sought pursuant to this section, the Indemnified Party shall be entitled to participate at their own expense in the defense of such claim, and no settlement may be entered into by the Indemnifying Party without the Indemnified Party’s prior written consent.
EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING BY OR THROUGH SUCH PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LAW, TORT (INCLUDING NEGLIGENCE), CONTRACT, EQUITY OR OTHERWISE, INCLUDING DAMAGES FOR LOST PROFITS, REVENUES, OR DATA, COSTS OF COVER, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR DAMAGE TO REPUTATION, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF (OR KNEW OR SHOULD HAVE KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT WILL THE DIRECT DAMAGES OF EITHER PARTY OR ITS AFFILIATES TO THE OTHER PARTY OR ANY THIRD PARTY EXCEED, IN THE AGGREGATE WITH RESPECT TO CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TOTAL DOLLAR VALUE OF ALL FEES PAID TO PUBLISHER DURING THE THIRTY (30) DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
This Agreement and any disputes pertaining to it will be governed and construed in accordance with laws of the State of California and Parties submit to the jurisdiction of the courts of San Francisco, the California.