PUBLISHER(S) TERMS & CONDITIONS

This is a legal agreement between you (“publisher”) and Tatami Solutions Ltd. stating the terms and conditions that govern your participation with Tatami Solutions Ltd. Please read this agreement before proceding with the signup process. By pressing “signup” button you are agreeing to be bound by the terms and conditions of this agreement.

1. Definitions

- “Domain” means all Web Pages presented to the user as, and commonly understood to be part of, a single website.
- “DNS” means Domain Name System, is an Internet service that translates domain names into IP addresses.
- “DNS TTL”, where TTL stands for time to live. TTL is set by the administrator of the DNS server handing out the authoritative response.
- “End User” means any human person using the Publisher’s Website and, for the avoidance of doubt excludes, any bot, spider, macro program or any other automated Internet agent.
- “Gross Revenue” means any and all amounts received by Company for value for Qualified transaction less any costs including but not limited to credit card charges or taxes Company is required to collect, and any amounts already paid for poor quality traffic.
- “Company Services” means Company’s technology and functionality for matching particular keyword requests with advertising content.
- “Advertising Content” means text and link sent by Company that Publisher will use to display in response to a Query.
- “Shown Imp” or “Imps” means a valid Impression (i.e. an advertising page displayed on user’s screen after a call to our server) showed to the End User.
- “Ad call” means any call to Company feed, which originates from an End User visiting a website triggering Publisher to open a full page advertisement for which the Publisher consult Company to see if advertising content is available.
- “Referrer URL” means domain visited by an End User, but do not include domains which are built/visited by bots, meta¬spiders, macro-programs, Internet agents or any other automated means.
- “URL” means a uniform resource locator for documents or other resources on the Internet.
- “End User Agent” is a term used to mean any program used for accessing a website. This includes browsers, robots, spiders and any other program that was used to retrieve information from the site.
- “Web page” means any page or site on the World Wide Web or accessible over the Internet.
- CPA shall mean a payment model according to which Publisher shall be entitled to the amount generated by each conversion through its traffic.
- “Websites” means, collectively:
i) all Web Pages on the Domains owned and operated by the Publisher and;
ii) all Web Pages operated by the Publisher that are displayed by action of any Publisher application.

2. Object

The purpose of this Agreement is that the Publisher will publish the Advertising content provided by the Company through its own network under the terms and conditions established under this Agreement.

3. Reporting

3.1. All reported numbers for the purposes of billing, payment and general delivery reporting are based on the Company’s reporting system.
3.2. Reported numbers are reported on realtime and a daily recap is sent by email.
3.3. Time zone of reporting system is UTC+01:00.

4. Payment

4.1. The following provisions shall apply to the calculation of Revenue:
4.1.1. Publisher will send maximum 1 call per day, per IP and per domain. Any Impression generated above this limit is considered invalid and will not be paid by company to publisher.
4.1.2. Qualified Imps shall be counted at Company’s server.
4.1.3. Company will not include activities which are, or which Company reasonably believes to be recorded in error, invalid or dubious.
4.2. Company shall provide Publisher, on a monthly basis, until day 10 following activity month-end, a report including the total number of Impressions opened to Publisher's end users during activity month and monthly turnover to be invoiced by Publisher to Company.
4.3. Company shall pay the Publisher the conversions accrued under this Agreement in respect of a given Contract Month less any taxes Company may be required to withhold within thirty (30) days after the end of the Contract Month to which the conversions relate, subject to receipt of an invoice from Publisher within ten (10) days of receipt of the statement referred to in clause above.
4.4. In case, during a period of 60 days, a company’s advertiser informs suspension of payments, the company will not have to pay publisher for the corresponding invoiced turnover corresponding to this advertiser revenue.
4.5. During a period of 6 months after activity month, if company receives different amounts than planned from advertisers and on which conversions have been calculated, the company will inform publisher who will adjust this amount in the following invoice under a line “previous month MM adjustment”.
4.6. Company has no obligation to pay any conversions accrued under this Agreement in respect of a given Contract Month where the amount due to the Publisher is less than two hundred and fifty Euros (250,00€) in any given month. Company shall hold such amount (without any obligation to account for any interest thereon) until the amount due to the Publisher hereunder exceeds two hundred and fifty Euros (250, 00€).
4.7. Each amount stated payable by Company to the Publisher under this Agreement shall be paid by electronic funds transfer to such bank account of the Publisher as it may specify in writing to Company from time to time, or in such other manner as the parties may agree from time to time, and is exclusive of value added tax (if applicable) and is exclusive of any fees, currency exchanges and/or other bank transaction charges that may be payable by the Publisher and the Publisher shall discharge such costs for its own account.
4.8. Unless otherwise agreed by the parties, all payments of conversions (or any relevant part of any such payment) shall be payable in USD.
4.9. Exchange rate: For payment in EUR, the exchange rate applicable to the USD payout made during the month will be the one given by the European Central Bank for the last day of the month.
4.10. If the Company decides to stop collaboration with the Publisher to whom the Company has made a prepayment, the Publisher is obliged to refund the rest of the amount not expended of first pre-payment during 1 workday after the refund request has been received by Publisher’s manager.

5. Termination

5.1. This Agreement is valid for twelve (12) months and will be extended for another yearly period unless terminated by any Party.
5.2. This Agreement may be terminated by either Party by giving a forty eight (48) hour written notification to the other party. Written notification may be given to the contact information by email.
5.3. Payments for all the conversions shall only be due during the term of this Agreement, and for an additional period of six (6) months following its termination.

6. Display of Advertising content:

6.1. Publisher will not inject any kind of advertising on the displayed page (no pop opening on click or timer, no intext, no white space, no cash back...)
6.2. Publisher hereby warrants that the quality of the traffic complies with the reasonable standard expected by the Company to add its promotions to it.
6.3. Publisher hereby warrants that advertising displayed will be marked as per industry standard.
6.4. Publisher hereby warrants and undertakes to use its best efforts to effectively advertise, market and promote the Advertising Content as widely and as efficient as possible using at least the following methods:
a. All Advertising content selected to display shall be displayed together and in sequence; and
b. All Advertising content shall be displayed with a minimum size of 800 (width) by 500 (high) ; and
c. All Advertising content shall be displayed maximum once per day, per user, and per sub domain ID. Publisher will implement a frequency capping in order to limit the usage of Company’s feed to 1 call per user per sub-domain per day.
6.5. Publisher shall implement Advertising content on the Websites to allow the Advertising content to be displayed. In particular, the Publisher shall:
a. Correctly implement Company’s technical specifications concerning correct use of XML protocol arguments; and
b. Send Queries to the host name provided to the Publisher by Company; and
c. Not cache any Company Advertising content. Publisher has to request Company feed for each offer display, and cannot show it more than twice.
6.6. Company is not responsible for display design and/or implementation of any Advertising content.
6.7. Publisher shall ensure that the Websites’ access to and use of the Company Services complies at all times with the technical and implementation requirements specified by Company from time to time in its sole discretion. If Company notifies the Publisher of an implementation problem on any of the Websites, Company shall have the right to suspend provision of the Company Services, in whole or in part, if the Publisher fails to promptly resolve the problem, or the continuation of such problem would cause a disruption of Company’ or its third party supplier’s operations. The Publisher shall monitor and immediately disable any access or use by third parties that is not in compliance with this Agreement (including without limitation spammers or any third party Web sites) (“Unauthorized Use”). If Company notifies the Publisher of any Unauthorized Use on any Website, the Publisher shall immediately disable such Unauthorized Use.

7. Call management:

7.1. In respect of each call initiated from an end user in the market, the Publisher shall provide Company:
a. The publisher ID; and
b. The offer format as detailed as possible; and
c. The Internet Protocol address of the End User; and
d. The referrer URL of the page visited that triggered the opening of the advertisement..
At the time a call is sent to Company, the Publisher will provide this information, for each and every call. For the avoidance of doubt, the Publisher shall not share any personally identifiable information relating to any End User with Company.
7.2. The Publisher shall utilize the URLs and other source feed indicators designated from time to time by Company.
7.3. Company will have no obligation to make payments:
a. In instances where the Publisher has failed to utilize description of format, user or referrer indicators correctly;
b. For any amounts generated from automated or fraudulent traffic.
c. Company shall determine the validity of all traffic in its sole and absolute discretion.
7.4. Company reserves the right to terminate the provision of Advertising content because of poor Traffic Quality.

8. Marketing

8.1. When publishing the Advertising Content, the Publisher will use its own name.
8.2. Publisher will make no representations with respect to Company and/or the Advertising Content, not approved in advance and in writing by Company.

9. Distribution methods

a. Publisher is appointed for the purpose of advertising, promoting, marketing and distributing the Advertising Content solely to persons or entities that desires to obtain the Advertising Content for their own use ("End Users") within the Market.
b. In coordination with Company, Publisher will add to the Advertising Content an identifying electronic signature that will contain aff_id that will enable Company to track the traffic source of the Advertising Content, and the corresponding Imps.
c. Publisher will not distribute the Advertising content in any way without End Users knowledge and without End Users prior acceptance, including, but not limited to, by way of "silent downloads”.
d. If applicable, Publisher will verify that following the installation process, the un-installation of the Advertising Content (either directly or as part of a bundled product), or Publisher’s software and/or apps with which the Advertising Content was bundled with, can be easily performed by End Users who wish to do so.

10. Privacy policy, EULA and T&Cs

Advertising Content shall be distributed under Publisher’s Privacy Policy and either a End User License Agreement (“EULA”) or a Terms of Use, which shall be in compliance with all applicable laws, regulations, governmental permits, or other binding determinations of any governmental authorities and which shall collectively govern the relationship between the End User and Publisher, including the delivery, installation and use of the Advertising Content. The Publisher's Privacy Policy and/or EULA will specifically mention and disclose the use of Company's cookies.

11. Compliance with the law:

a. Publisher will comply with any applicable law or regulation, including those governing the download and installation of the Advertising Content on End User's personal computer;
b. Publisher will not perform any act which is libellous, discriminatory, defamatory, obscene or otherwise unsuitable or which contains pornographic, obscene or graphically violent materials, or use adware or malware to publish the Advertising Content.

12. Confidentiality and exclusivity:

a. Publisher will not share or disclose any of the Company’s Advertising Content to any third parties.
b. Publisher may distribute the Advertising Content through its value added resellers. Publisher agrees and accepts it shall be solely responsible and liable towards Company for their compliance pursuant to the provisions of this Agreement.

13. Fraud

13.1. Publisher hereby warrants that it will not directly or through any third part, generate, traffic and/or displays, Imps, through, but not limited to, any of the following practices:
a. Display or attempt to display Advertising content in response to navigations that do not qualify as “Imps” including calls that do not originate from a Website;
b. Directly or indirectly generate queries, impressions or clicks on Advertising content or other results, through any automated, deceptive, fraudulent or other invalid means (including without limitation click spam, robots, macro programs, and Internet agents);
c. Encourage or require End Users or any other persons, either with or without their knowledge, to click on the Advertising content or to enter any queries whatsoever through offering incentives or any methods that are deceptive or fraudulent;
d. Edit, modify, alter, truncate, filter or change the order of the Advertising content, or any other results of or information contained in the Company Services. Edit, filter, truncate, append terms to or otherwise modify any advertising content, either individually or in the aggregate;
e. Minimize, remove or otherwise inhibit the full and complete display of any advertising content and the corresponding destination page;
f. Directly or indirectly launch and/or activate the Advertising content through or from, or otherwise incorporate the Advertising content in, any Publisher application, software application, Website or other means, except in accordance with this Agreement;
g. Modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of the Company Services or any technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials or documentation of Company or its third party suppliers;
h. Frame any Reply Page or any destination page as a separate HTML document within a frame;
i. Create or attempt to create a substitute or similar service or product through use of or access to any of the Company Services or results thereof or proprietary information related thereto produce or distribute any software, or permit any of its software to be distributed with software, that prevents the display of the Advertising content(such as by way of blocking or replacing advertisements) ;
j. Distribute or allow to be distributed from any Website so-called "Spyware" (i.e. any application that covertly gathers user data and transmits it through the user’s Internet connection other than information reasonably gathered in connection with services or information provided by the software provider to such user, or that is not associated with personally identifiable information;
k. Otherwise engage in conduct that is misleading or breaches this Agreement.
13.2. Violation of this provision shall be deemed as a fraudulent practice, and once Company gives Publisher the written notification, Publisher will need to take action within the forty eight (48) hour deadline. Company will have the right to enforce legal actions, and to not pay for any commissions generated by the Publisher from the date of the fraudulent practice.
13.3. In any period of time during which Company reviews the payments for possible fraud, which shall not to exceed one hundred and eighty (180) days, Company shall have the right to withhold any payments, and such commissions shall not be transferred to Publisher until such time as the review has been concluded. Company reserves the right to freeze the payment under the circumstance of an investigation of breach of contract.
13.4. The parties shall cooperate in a commercially reasonable manner to minimize automated or fraudulent traffic.
13.5. Publisher(s) will indemnify and hold Tatami Solutions Ltd. harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.

14. Confidentiality

All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to the Advertising Content and Content, products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Company shall be treated confidentially.
The Publisher obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.

15. Trademarks

Nothing contained in this Agreement will grant either Party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights of the other party. At no time during or after the term will either party attempt or challenge or assist or allow others to challenge or to register or to attempt to register the marks of the other Party.

16. Relationships of Parties/Third Party Rights

Nothing contained in this Agreement, nor any action taken by any Party to this Agreement, shall be deemed to constitute either Party (or any of such party's employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

17. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, acts of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing by a force majeure event shall nevertheless use its best efforts to recommence its performance as soon as reasonable practicable and to mitigate any damages resulting from its non-performance.

18. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, brokerage, joint venture, Publishership or employer/employee relations between the Parties or to impose any liability attributable to such a relationship upon either Party.

19. Last provisions

a. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement.
b. This Agreement shall be governed and construed in accordance with the laws of Spain and any action or dispute relating to this Agreement must be brought in and the Publisher irrevocably consents to the jurisdiction of the Bercelona law Courts.