Publisher agrees that it will not, either by itself or by authorising or encouraging others to do so, directly or indirectly: (a) use, post or promote the Widget or any Recommendations in association with any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, gambling-related, weapon or ammunition-related, violent, libellous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory (racially, ethnically or otherwise), in breach of confidence or any other right of any third party, or lacking in necessary authorisations, approvals, consents or licenses; (b) engage in any action or practice that disparages or devalues RonSearch, the Widget, the RonSearch Sponsored Content, or the reliability, reputation or goodwill of any of them; (c) modify, change, edit, amend, truncate, alter, bypass or reorder any aspect of the Widget or Recommendations; (d) generate clicks on Recommendations, or generate Recommendation Pageviews, that RonSearch believes, in its sole discretion, is through any automated, deceptive, fraudulent or other means that is designed to generate clicks or Recommendation Pageviews that are not the willing actions of human end users who possess an independent, genuine desire to engage with the content that appears on the relevant page(s), including but not limited to, through (i) repeated manual clicks, use of robots or other automated tools or computer generated requests, (ii) participation in pay-per-click programs, (iii) redirection of search requests to pages that do not contain content reasonably relevant to the search query, or (iv) the provision of consideration to any third party in exchange for the third party causing any Clicks or Recommendation Pageviews to occur; (e) copy, crawl, index, cache or store any information derived by RonSearch, or contained in or concerning a Recommendation; or (f) provide RonSearch any personally identifiable information concerning any Visitor or other person (“PII”). Clause (d) of the previous sentence shall be deemed to have been violated (x) if traffic is not converting above a certain threshold as determined by RonSearch in its sole discretion, or (y) by any Recommendation Pageviews that RonSearch determines, in its sole discretion, were the result of transfers or referrals of Visitors to a Website by a third party content distribution service provider and that resulted in a monthly click-through rate that was less than fifty percent (50%) of the click-through rate experienced by the remainder of the Recommendation Pageviews that occurred on the Website during the same month. A “Recommendation Pageview” shall be deemed to have occurred each time the Widget is loaded to a Website article page, as determined by RonSearch and reported on RonSearch’s analytic dashboard. A “Recommendation Pageview” shall be deemed to have occurred each time the Widget is loaded to a Website article page, as determined by RonSearch and reported on RonSearch’s analytic dashboard. Notwithstanding anything to the contrary herein, RonSearch shall have the right to immediately terminate this Agreement without prior notice to Publisher and to remove the Widget from Publisher’s Website(s) with no further obligation to Publisher in the event of Publisher’s violation of the foregoing Acceptable Use Policy.
Publisher’s sole “Compensation” for its grants of rights and other undertakings under this Order shall be to receive, with respect to each month of the Term, 50% of the Adjested Gross Revenue (as defined below) that Advertisers pay RonSearch for Visitors clicking on Recommendations on the Websites to view RonSearch Sponsored Content. It is understood and agreed that Publisher shall not be entitled to payment of Compensation for Recommendation Pageviews or clicks generated in violation of subparagraph (d) of RonSearch’s Acceptable Use Policy as set forth above. RonSearch shall make the relevant payment to Publisher within 45 of RonSearch’s working days after the end of the calendar month in which that revenue was generated. In respect of VAT, if Publisher is registered for VAT, Publisher shall have provided to RonSearch the relevant VAT number and RonSearch shall add VAT to amounts remitted and pay to Publisher the relevant gross amount. Publisher shall provide to RonSearch a VAT relevant invoice in respect of the same whenever requested by RonSearch. Publisher shall enter into a self-billing agreement and agrees to comply with all relevant requirements with respect to self-billing.
“Adjusted Gross Revenue” shall consist of all advertising fees paid by Advertisers to RonSearch for placement of advertising on Publisher’s Website(s), net of any applicable taxes thereon (“Gross Revenue”), minus processing fees of up to 10% of Gross Revenue, which may include, without limitation, the total amount of credit card processing fees, bad debt, charge-backs, deductions, reversals, or credits and refunds to Advertisers.
Publisher and RonSearch understand and agree that RonSearch will be the exclusive Service provider during the Term and Publisher agrees that it will not engage any third party, including without limitation, any of RonSearch’s competitors (e.g., AdBlade, Outbrain, Crowdignite, Gravity, NRelate, ZergNet, Media.net, ContentClick and BroadSpring) to make recommendations on the Websites or provide service that is similar to the Service provided by RonSearch. For clarity, Publisher agrees that any services or recommendations provided by a third party or competitor of RonSearch prior to the Effective Date will be replaced by RonSearch’s Service and Widget on or before the Effective Date.
RonSearch warrants that it will undertake its obligations hereunder with reasonable care and skill. The foregoing warranty is the sole and exclusive warranty made by RonSearch. Save for the foregoing, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
As between the parties, RonSearch (and its group) owns all intellectual property rights in the Widget and Service and Publisher owns all intellectual property rights in the Website(s) and Publisher Materials.
Neither party will use or disclose to any third party the other party’s Confidential Information (as defined below) except as necessary for the performance of this Agreement. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order from court of competent jurisdiction, provided that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order and in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises it legally required. “Confidential Information” consists of (a) any technical information or plans concerning the Service, Widget or any software or other technology of RonSearch (or any company in its group) or Publisher’s Websites; (b) any other information disclosed by one party to the other party that is marked as confidential or should reasonably be assumed to be confidential under the circumstances; and (c) the content of this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party who/that has no duty of Confidentiality to the disclosing party.
This Agreement (and all non-contractual relationship arising out of or related to it) shall be governed by and construed in accordance with the laws of Seychelles. The parties hereby submit to the exclusive jurisdiction of the Seychelles courts.
The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, this Agreement and any rights or obligations in it shall not be assigned or delegated (or charged or otherwise encumbered or a trust created in respect of it or them or otherwise transferred or dealt with) without the prior written consent of the other party (which shall not be unreasonably withheld). The previous sentence notwithstanding, either party may assign this Agreement to another member of its corporate group, or to an acquirer of all or substantially all of such party’s assets, whether by merger, operation of law or otherwise, without the other party’s prior written consent.
The term of the Order will commence upon the Effective Date (set forth below) and will, unless terminated as set forth herein, continue for a period of twelve (12) months from the Effective Date (“Initial Term”). At the end of the Initial Term, the term of this Agreement will automatically renew for additional, successive twelve (12) month periods (each, a “Renewal Term” and the Initial Term and all Renewal Terms, collectively the “Term”), unless one party notifies the other in writing of its intention not to renew at least thirty (30) days prior to the end of the then-current Term.
Publisher may terminate this Agreement (a) for convenience on three (3) days’ written notice (email shall be sufficient) at any time during the thirty (30) day period that commences on the day that the Widget is first rendered visible to Visitors on a Website, or (b) immediately in the event that Ronsearch fails to cure a material breach of this Agreement that is capable of being cured within five (5) days of its receipt of written notice thereof (email shall be sufficient). RonSearch may terminate this Agreement for convenience (for any reason or no reason) immediately upon written notice (email shall be sufficient).
Publisher acknowledges that RonSearch’s ultimate parent company, Ronsearch.Com Ltd., owns all intellectual property rights in and to the Widget and Service and that RonSearch is just an authorized distributor of the Widget and Service. Accordingly, Publisher understands and agrees that the Widget will be provided by RonSearch.LTD and that certain other backend services will be performed by RonSearch.Ltd., on behalf of RonSearch. Publisher hereby consents to RonSearch’s delegation of the performance of some of the Service hereunder to RonSearch Ltd., subject to RonSearch remaining liable for the complete and correct discharge of all its responsibilities hereunder.
RonSearch shall have the right to issue a press release announcing its relationship with Publisher.
Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, failures of the Internet, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. The failure of either party to enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorised representative of each party. Should any section or part of a section within this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted. Paragraphs 6-13 and 19 of these terms and conditions shall survive the termination of this Agreement. No person who is not a party to this Agreement shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to this Agreement its assent to any such term. Accordingly, there are no third party beneficiaries of this Agreement who obtain any rights hereunder. Each party acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Order or not) other than as expressly set out in the Order. Nothing in the Order shall operate to limit or exclude any liability for fraud or for representations as to fundamental matters.