Terms and Conditions
This Marketing Publisher Program Operating Agreement (the Agreement ) is made and entered into by and between بلوادز and you, ( you or Publisher ), the party submitting an application to become an BlueAds Publisher. The terms and conditions contained in this Agreement apply to your participation with the BlueAds program (Publisher Program ). Each Publisher Program offer (an Offer ) may be for any offering by BlueAds or a third party, as shall be elected by BlueAds (each such third party a Client ) and may link to or present a discount coupon for a specific web site for that particular Offer ( Program Web Site ). Furthermore, each Offer may have additional terms and conditions on pages within the Publisher Program and are deemed incorporated as integral part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement and of our سياسة خاصة.
1. Enrollment in the Marketing Publisher Program You must submit a Publisher Program application to our website. You must accurately complete the application to become a Publisher (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Publisher Program. We may accept or reject your application at our sole discretion for any reason, and will be under no obligation to provide you with any justification of our decision.
2. Obligations of the Parties Subject to (i) our acceptance of you as a Publisher pursuant to section 1 above, and (ii) your continued compliance with the terms and conditions of this Agreement, BlueAds agrees as follows:
2.1. We will make available to you via the Publisher Program graphic and textual links to the Program Web Site, Coupons and/or other creative materials (collectively, the Links ) which you may, to the extent permissible by and always in compliance with the applicable laws, display on web sites or physical shops owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online or offline advertisements (collectively, Media ). The Links will serve to identify you as a member of our Publisher Program and will establish a link from your Media to the Program Web Site.
2.2. We will pay Publisher a commission calculated based on a percentage to be agreed between you and us of the amounts actually received by us from Clients (less any chargebacks, bad debts, refunds, returns, credits, VAT or any similar tax, fees paid to any Client, and any deductions made by the Clients for any reason whatsoever. etc.) ( NetRevenues ) for each Qualified Action as further specified below (the Commission ). A Qualified Action occurs when an individual person accesses the Program Web Site via the Link, where (in the case of a hyperlink) the Link is the last link to the Program Web Site, as evidenced in ArabClick&rsqus or the Third Party’s records, provided always that such individual person (i) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (ii) is not using pre-populated fields, (iii) completes all of the information required for such action and (iv) is not later determined by BlueAds to be fraudulent, incomplete, unqualified or a duplicate. Any Qualified Action shall be solely determined based on our records.
2.3. We will pay you any Commissions on a monthly basis, with respect to the Net Revenues collected during the preceding month provided that your account is at that time not less than $100 (“Minimum Balance). Accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until the balance of $100 is reached. In the event the Minimum Balance isn’t reached within 6 (six) months from the first commission payment by the Company, the Company may, at its sole discretion, reset the account balance to zero. We reserve the right to charge back to your account any Commissions previously paid in consideration for Qualified Actions that are later determined to have not met the requirements to be a Qualified Action in accordance with section 2.2 above. 2.4 Your right to and BlueAds obligation to pay Commissions are subject to and conditional upon Clients paying such funds constituting the Net Revenues to BlueAds, and therefore, you agree that BlueAds shall only be liable to you for Commissions to the extent that BlueAds has actually received such Net Revenues from the Clients. You hereby release BlueAds from any claim for Commissions if BlueAds has not received the Net Revenues from the Clients.
2.4. BlueAds shall automatically generate an invoice on behalf of the Publisher for all Commissions payable under this Agreement and shall remit payment to the Publisher based upon such invoice less any fee or rev share which will be retained by BlueAds. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by BlueAds in its sole discretion. In the event that the Publisher objects in good faith any portion of an invoice and/or a discrepancy in respect of reported Qualified Actions is more than 10% of BlueAds’ statistics (an Objection ), the Publisher must submit that Objection to BlueAds in writing and in sufficient detail within fourteen (14) days of the date of the invoice. If the Publisher does not raise an Objection as set forth herein, then the Publisher shall be deemed to have irrevocably waived any claims based upon that invoice or the reported Qualified Actions.
2.5. If the Publisher has an outstanding balance due to BlueAds under this Agreement or any other agreement between the Publisher and BlueAds, whether or not related to the Publisher Program, the Publisher agrees that BlueAds may offset any such amounts due to BlueAds from amounts payable to the Publisher under this Agreement.
2.6. You also hereby undertake that you shall:
2.6.1. have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media
2.6.2. ensure that all materials posted on your Media or otherwise used in connection with the Publisher Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities contains profanity or otherwise contains materials that are in violation of or contrary to the applicable laws in the UAE, including but not limited to the Electronic Media Regulation and the UAE National Media Council ( NMC)’s Board Resolution No. 26/2017 on Media Content and any other regulations issued from time to time by NMC (collectively the NMC Rules ), or generally which BlueAds informs you that it considers objectionable (collectively, Objectionable Content )
2.6.3. not make any representations, warranties or other statements concerning BlueAds or Client or any of their respective products or services, except as expressly authorized herein
2.6.4. ensure that your Media does not copy or resemble the look and feel of the Program Web Site or any third party (including any Client) or create the impression that your Media is endorsed by BlueAds or Clients or a part of the Program Web Site, without prior written permission from us
2.6.5. comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) all applicable laws, rules and regulations as they relate to your business, your Media or your use of the Links, including but not limited to the NMC Rules
2.6.6. comply with the terms, conditions, guidelines and policies of any third party services used by you in connection with the Publisher Program, including but not limited to, email providers, social networking services and ad networks
2.6.8. always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by BlueAds or Client, or as required by applicable laws regarding such Offers, including but not limited to the NMC Rules
2.6.9. ensure not to place BlueAds ads, materials or Links on any online auction platform (i.e. eBay, Amazon, etc).
2.7. The following additional program-specific terms shall apply to any promotional programs set forth below:
2.7.1. Advertising Campaigns. No Links can appear or be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by BlueAds in writing. Any pop-ups/unders used for the Publisher Program shall be clearly identified as Publisher served in the title bar of the window and any client-side ad serving software used by the Publisher shall only have been installed on an end-users computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English and Arabic end user license agreement and the software be easily removed according to generally accepted methods
2.7.2. Publisher Network Campaigns. For all Publishers that maintain their own publisher networks, the Publisher agrees to promptly, but in any case, within no later than 30 days, place the Links in its Publisher network (the Network ) for access and use by all of those publishers in the Publisher’s Network (each a Third Party Publisher ). The Publisher agrees that it will expressly forbid any Third Party Publisher to modify the Links in any way. The Publisher agrees to maintain its Network according to the highest industry standards and in compliance with the applicable laws, including but not limited to the NMC Rules. The Publisher shall not permit any party to be a Third Party Publisher whose web site or business model involves content containing Objectionable All Third Party Publishers must be in good standing with the Publisher. The Publisher must require and confirm that all Third Party Publishers to affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. The Publisher shall promptly terminate any Third Party Publisher who publishes any Objectionable Content and/or takes, or could reasonably be expected to take, any action that violates any of the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Publisher with respect to the Links, the Publisher shall promptly disclose to BlueAds the identity and contact information for such Third Party Publisher. The Publisher shall promptly remove any Third Party Publisher from the Publisher Program and terminate their access to future Offers of BlueAds in the Network upon written notice from BlueAds. The Publisher acknowledges and agrees that the acceptance of the Third Party Publisher of the terms and conditions of this Agreement shall not in any way reduce the responsibility of the Publisher for any and all actions of the Third Party Publisher, and the Publisher shall remain jointly and severally liable for all acts or omissions of any Third Party Publisher.
2.8. We may offer you, from time to time, a referral fee in connection with other Publishers you refer to our Publisher Program ( Referral Fee ). We will typically identify a Publisher as having been referred by another Publisher based on the use of a Link we provide for the purposes of the referral and provided such Publisher was not engaged with us before such referral. You shall not (i) request that persons who independently desire to join the Publisher Program register through your Link or (ii) sign up Publishers who are not natural persons or participate in any way in a scheme to refer or have Publishers who are computer-generated users (such as a robot, spider, computer script or other automated, artificial, or fraudulent method to appear like a natural person). We set the Referral Fee in our sole discretion and reserve the right to change the Referral Fee amount or percentage in our sole discretion from time to time or cancel the program at any time. Payment of the Referral Fee shall be subject to your compliance with the terms and conditions of this Agreement and shall be made in accordance with the terms and conditions in this Agreement with respect to payments, including, without limitation, Sections 2.3, 2.4, and 2.5. We make no warranty or commitment regarding the Referral Fees you may earn in connection with the Publisher you referred to the Publisher Program.
3.Confidentiality Except as otherwise provided in this Agreement or with the consent of BlueAds, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning our website, us or any of our Publishers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Publisher Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. The Publisher shall not use any information obtained from the Publisher Program to develop, enhance or operate a service that competes with the Publisher Program, or assist another party to do the same.
4. Limited License & Intellectual Property We grant you a limited, nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Publisher Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or any BlueAds graphics, creative, copy or other materials owned by, or licensed to, BlueAds in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Publisher Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of BlueAds trademarks, service marks, copyrights, patents or trade secrets. You agree that BlueAds may use any suggestion, comment or recommendation you choose to provide to BlueAds without compensation. All rights not expressly granted in this Agreement are reserved by BlueAds.
5. Termination This Agreement shall commence on the date of our approval of your Publisher Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Publisher Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all BlueAds or Client intellectual property, and will cease representing yourself as a BlueAds or Client Publisher for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
6. Remedies In addition to any other rights and remedies available to us under this Agreement, BlueAds reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) BlueAds determines that you have violated this Agreement, (ii) BlueAds receives any complaints about your participation in the Publisher Program which BlueAds reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Publisher Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, BlueAds reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
7. Anti-Spam Policy All emails sent in connection with the Publisher Program must include the appropriate party’s opt-out link. From time to time, we may request &ndash prior to your sending emails containing linking or referencing the Publisher Program that you submit the final version of your email to BlueAds for approval by sending it to your BlueAds representative and upon receiving written approval from BlueAds of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with any applicable law. You agree not to rely upon BlueAds’s approval of your email for compliance with the applicable law, or assert any claim that you are in compliance with the law based upon BlueAds’s approval.
8. Fraud You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Publishers or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Publisher Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. BlueAds shall make all determinations about fraudulent activity in its sole discretion.
9. Representations and Warranties You hereby represent and warrant that:
9.1. this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement
9.2. you possess all licenses, permits and approvals necessary for entering into and performing this Agreement, including but not limited to the licenses required and issued by the NMC to carry out media activities within the meaning of the NMC Rules
9.3. no steps or proceedings have been taken or are pending that would impair or limit your ability to perform your obligations under this Agreement
9.4. you have all the necessary skills, credentials, experience, resources, and other requirements as set out in the NMC Rules to perform your obligations under this Agreement.
10. Modifications in addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) day period. Your continued participation in this Publisher Program ten (10) days after a change notice has been posted will constitute your acceptance of such change. In addition, BlueAds may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. [Publisher agrees to promptly implement any request from BlueAds to remove, alter or modify any Link, graphic or banner ad that is being used by Publisher as part of the Publisher Program.]
11. Independent Investigation You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Publisher Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Publisher Program.
12. Indemnification You hereby agree to indemnify, defend and hold harmless BlueAds and its Clients and their respective subsidiaries, affiliates, partners and licensors, shareholders, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any breach of representation, warranty, covenant, restriction or obligation by the Publisher herein, (ii) any misuse by the Publisher, or by any party related to the Publisher, of the Links, Offers, BlueAds’ website and/or services or Client intellectual property, or (iii) any claim related to your Media and/or any products or services that you may provide or sell, including but not limited to, the content contained on such Media (except for the Links) and the quality of any products or services.
13. DISCLAIMERS. THE PUBLISHER PROGRAM AND LINKS, COUPONS, GRAPHIC OR OTHER MATERIALS PROVIDED, THE CONTENT INCLUDED THEREIN, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH OR OTHERWISE BY BlueAds, ARE PROVIDED TO PUBLISHER AS IS . EXCEPT AS EXPRESSLY SET FORTH HEREIN, BlueAds EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BlueAds DOES NOT WARRANT THAT THE PUBLISHER PROGRAM, LINKS, COUPONS OR MATERIALS PROVIDED, WILL MEET PUBLISHER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PUBLISHER PROGRAM, LINKS, COUPONS OR OTHER MATERIALS PROVIDED WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED.
BlueAds EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES OR CONTENT, INFORMATION OR CLAIMS PROVIDED OR MADE BY CLIENTS, INCLUDING AS MAY APPEAR IN MATERIALS PROVIDED BY BlueAds OR WHICH ARE MADE IN CONNECTION WITH PRODUCTS OR SERVICES ADVERTISED IN SUCH MATERIALS. BlueAds DOES NOT GUARANTEE THAT PUBLISHER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS OR THAT CLIENTS WILL MAKE THE REQUIRED PAYMENTS OR HONOR CLAIMS, COUPONS OR THEIR COMMITMENTS (WHETHER TO THE PUBLIC, THEIR CUSTOMERS, OR BlueAds OR OTHERWISE).
14. Limitation of Liability IN NO EVENT SHALL BlueAds BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT WILL BlueAds BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR CUSTOMERS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BlueAds HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY BlueAds’ AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS AND PUBLISHERS’ CUMULATIVE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PUBLISHER BY BlueAds IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
15. Governing Law The laws of the United Arab Emirates shall govern this Agreement, and the Parties hereby submit to the jurisdiction of the competent courts of Dubai, United Arab Emirates in any matter arising out of or relating to this Agreement.
Except as set forth in the Modifications section above, this Agreement may not be modified without the prior written consent of BlueAds.
If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights.
No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting an application to Publisher Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Publisher Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.