PUBLISHER TERMS AND CONDITIONS
Welcome to Innity’s Audience Network. Please read this and any integration guides carefully before registering for Innity's Audience Network. Participation in Innity's Audience Network indicates that you accept the following terms and conditions. Acceptance of these terms does not automatically indicate that you or your sites have been accepted into Innity's Audience Network and it’s subject to review and explicit approval by Innity's Audience Network's sole discretion. In the event of unaccepted registration, you are nonetheless bound by the confidentiality, limitation of liability, and miscellaneous terms of this agreement. If you do not accept these terms and conditions, please do not participate in Innity's Audience Network.
- This agreement between you and Innity Sdn Bhd, (hereto referred as "Innity") shall be upheld and referred to during your participation in Innity's Audience Network. "You" or "Publisher" refers to any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms and conditions of this agreement.
The following terms will be defined as below:
- "Innity's Audience Network" refers to the entire network of all ad spaces that Innity provides to the advertisers.
- "Advertising", "Advertisements" or "Ads" refers to all advertisements that Innity procures from/produces for advertisers to be placed and serviced at publisher site(s) advertising inventories.
- "Advenue" refers to Innity Smart Publisher Platform used by Innity and publishers to manage and serve all advertisements.
- "Alternate ad" refers to ad provided by another ad provider other than Innity to be served on the same ad space when no paid advertising is available.
- "Newsletter" refers to an email sent by Innity to publisher to notify publisher of each display of any advertisement on ad space.
- "Ad space" refers to advertising inventories on the publisher site(s) that meet ad space criteria and where publisher has placed scripts/s that allows Innity to serve advertisements/advertising from its servers.
- "CPM campaign" refers to an advertising campaign bought on the basis of impression where the advertiser pays for each one thousand (1000) advertisement impressions delivered.
- "CPC campaign" refers to an advertising campaign where the advertiser pays based on each click-through on the advertisement.
- "CPA campaign" refers to an advertising campaign where the advertiser pays only for each qualified action or conversion, such as per user download.
- "CPE campaign" refers to an advertising campaign where the advertiser pays only for each user engagement, such as rollovers.
- "CPV campaign" refers to an advertising campaign bought on the basis of video view where the advertiser pays for genuine view generated.
- "Run of Channel" refers to a campaign whereby ads are run over a specific channel or content category across multiple ad spaces in the Innity's Audience Network; e.g. A run on channel for education would run an ads across all ad spaces which are situated in education-related content on their respective sites.
- "Run of Network" refers to a campaign whereby ads are run over all ad spaces in the Innity's Audience Network.
- "Site" refers to publisher's internet presence(s), websites, webpages, blogs, widgets, applications or other technologies compatible with ads provided by you directly or on third party websites such as social networks (the "application site") that are pursuant to the guidelines as posted on the application site ("application guidelines").
- The following terms will be defined as below:
In this agreement, unless the context otherwise requires:
- Any reference to agreement is a reference to this agreement and shall include any schedules or annexures attached and if applicable, this agreement as amended from time to time;
- Any reference to any statutory provision includes a reference to any modification, extension or reenactments thereof for the time being in force and also includes any reference to all by-laws, instruments, orders, and regulations for the time being made thereunder or deriving therefrom;
- References to the singular shall include references to the plural and vice-versa and words denoting one gender shall include the other gender;
- Words denoting persons include corporations and vice-versa and also include their respective heirs, personal representatives, successors in title or permitted assigns, as the case may be;
- Where an act is required to be done within a specified number of days after or from a specified date, the period is inclusive of and begins to run from the date so specified;
- Word "law" includes common or customary law and any constitution, decree, judgment, legislation order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request or requirement (in each case, whether or not having the force of law but, if not having the force law, the compliance with which is in accordance with general practice of persons to whom the directive, regulation request or requirement is addressed);
- Word "month" is a reference to a period starting on first day in a calendar month and ending on a numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a business day, it shall end on the next succeeding business day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end in the immediately preceding business day provided that, if a period starts on the last business day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last business day of that later month (end references to "months" shall be construed accordingly); and
- A reference to "day" or "year" shall be construed by reference to a "day" or "year" in the Gregorian calendar. Reference to a business day shall mean a day (other than a public holiday, Saturday and Sunday) on which the banks and financial institutions are open for the transaction of businesses of the nature required under this agreement.
- In this agreement, unless the context otherwise requires:
- The recitals schedules and annexures of and to this agreement shall effect and be construed as an integral part of this agreement, but in the event of any conflict or discrepancy between any of the provisions of this agreement, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this agreement, be resolved by giving the provisions contained in the clause of this agreement priority and precedence over the provisions contained in the recitals, schedules and annexures of and to this agreement.
- Acceptance into Innity's Audience Network is subject to Innity prior approval. Innity reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.
- Representation: by enrolling in Innity's Audience Network, you declare that you are at least 18 years of age and are legally responsible for all representations/decisions made in this agreement. You agree that Innity may serve any third party advertisements on your site(s).
Implementation and Operation of Ads
You agree to comply with the specifications provided by Innity at any/all times to enable proper delivery, display, tracking, and reporting of ads in connection with your sites. Such specifications include, without limitation:
- The implementation of the Advenue, ads, requirements in associated documentation (including integration guides that Innity provides you to access with; and/or any/all codes provided by Innity.)
- The acquisition of ad targeting data to any/all extent of technical capabilities and/or permission by any/all applicable application sites.
- Ad display:
- Innity shall present all content and site-based ads to sites' users in formats as offered/prepared by Innity. You comply that Innity may modify the content, navigation, presentation and any/all other aspects of any/all ad at anytime.
You acknowledge that:
- Innity shall only display ads on the sites, which are subject to review and approval.
- Ads shall be subject to the placement guidelines established by Innity at anytime.
- You acknowledge that Innity's Audience Network may include advertising of sensitive subjects. Innity shall send newsletter prior to launching such sensitive advertising of which you may opt to deny by contacting Innity.
- You agree to comply with the specifications provided by Innity at any/all times to enable proper delivery, display, tracking, and reporting of ads in connection with your sites. Such specifications include, without limitation:
- You agree that Innity may use your information, including, without limitation, site demographics, contacts and billing information; with regards that Innity will not provide your billing information to any/all third party except as required by Innity to fulfill its obligations as according to this agreement.
- You agree that Innity may transfer and/or disclose to third parties personally-identifiable information about you for the purpose of approving and enabling your participation in Innity's Audience Network, including to third parties that reside in jurisdictions with less restrictive data laws than your own.
- Innity will provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Innity disclaims all responsibility, and will not be liable to you for any disclosure of that information by any such third party.
- Innity may share non-personally-identifiable information about you, including your sites, site urls, site-specific statistics, application sites through which you distribute your sites and similar information collected by Innity, with advertisers, business partners, sponsors, and other third parties.
- Targeting and your user information: In order to assist Innity's efficiency in targeting ads, you agree to extend the following information, collected or received and permitted by the terms of the applicable application site (if any) to Innity's Audience Network regarding your users that view ads:
- Age - 2 digit number;
- Gender - male/female;
- Zip code - 5 digit number (for Malaysia users only);
- IP address (to the extent not otherwise obtained by Innity's Audience Network);
- Declared user interests;
- Category of video, game, or other content or category (this would be picked from a known list of "channels");
- Social data (number of friends, frequency of contacts, etc.);
- Any other information reasonably requested by Innity's Audience Network from time to time (collectively "your user information").
Innity's Audience Network User Information:
- You acknowledge that Innity may collect information directly from your users (including IP address) who are served, view, engage with or interact with ads, for purposes of developing and/or enhancing profiles ("Innity's Audience Network user information").
You acknowledge that Innity may place cookies (including session, and persistent), and utilize web-beacons or other tracking technology on the computer of a user who is displayed, views, engages with or otherwise interacts with an ad to:
- Track impressions, engagements or other interactions;
- Develop and enhance profiles (as defined in clause 7.4) to more effectively target ad placements throughout Innity's Audience Network.
- You acknowledge that Innity may collect your user information and Innity's Audience Network user information to develop and enhance anonymous profiles of users who access, view and/or interact with advertisements through Innity's Audience Network ("profiles").
- Innity does not collect or store personally identifiable information (PII) e.g., first or last names, social security numbers, credit card numbers, driver license numbers, of your users and you shall not provide PII of your users to Innity.
- Your Information:
You shall not, and shall not authorize or encourage any third party to:
- Directly or indirectly generate impressions, engagements or other interactions on any ad through any automated, deceptive, fraudulent or other invalid means, including, without limitation, through repeated manual clicks, mouse overs, the use of robots or other automated tools and/or computer generated interactions or simulations, and/or the unauthorized use of other marketing or search engine optimization services and/or software;
- Edit, modify, filter, intercept or change the order of the information contained in any ad.
- Provide Incentivized traffic and generate clicks or impressions such as paid-to-click, paid-to-surf, auto surf and click-exchange programs. This includes but is not limited to any spoofing, redirecting or trafficking from adult related websites in an effort to gain traffic or websites that are point, lottery, coupon or rewards based and encourage users to click on Advertisements or use Advertisements to generate revenue for users to win points, get rewards, or other any other incentive.
- Bypass, manipulate, modify, change, enhance, obscure, overlay, remove, minimize or automate any functionality, features or interfaces of an ad or any functionality, features or interfaces associated with an ad or the views, engagements and other interactions to initiate, view or interact with an ad;
- Bypass, manipulate, change, enhance, obscure, overlay, remove, minimize the display, engagement or interaction of any ad in any way;
- Frame, minimize, remove or otherwise inhibit the full and complete display of any interactive experience (e.g. Takeover experience) generated by advertisement;
- Frame, minimize, remove or otherwise inhibit the full and complete display of any web page accessed by a user after interacting with any part of an ad;
- Redirect a user away from any advertiser page; provide a version of the advertiser page other than the page a user would access by going directly to the advertiser page; intersperse any content between the ad and the advertiser page; or otherwise provide anything other than a direct link from an ad to an advertiser page;
- Display any ads on any error page, on any chat page, in any email, or on any web site, web page, application, widget or other content or interactive experience that contains any pornographic, hate-related, violent, or illegal content;
- Directly or indirectly access, launch, and/or activate ads through or from, or otherwise incorporate the ads in, any application, web site, web page, widget, pop up or other content or interactive experience other than your sites, beyond the extent as expressly permitted by this terms and conditions;
- "Crawl", "spider", "scrape", "sniff", index or in any non-transitory manner store or cache information obtained from any ads, or any part, copy, or derivative thereto;
- Act in any way that violates terms established by an application site that applies to your site, as may be revised from time to time, or any other agreement between you and the application site (if applicable);
- Maintain multiple accounts with Innity unless expressly authorized in writing by Innity.
Modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to:
- derive source code, functionality, or business processes of Innity's Audience Network or Advenue;
- create or attempt to create a substitute or similar service or product through use of or access to Innity's Audience Network or Innity's Audience Network confidential information; and/or
- discern the data and/or input or output of the Advenue, including through sniffing, redirection or caching of data sent to or from the Advenue.
- Remove, obscure, or alter Innity's Audience Network copyright notice, trademarks, or other proprietary rights notice affixed to or contained within any aspect of Innity's Audience Network (including, without limitation, the display of Innity's Audience Network brand features with ads as applicable).
- All rights not explicitly granted under this agreement by Innity are reserved.
- Innity serves the right to suspend your account for a minimum of 3 months or longer upon Innity’s discretion for any prohibited activity listed above that is detected on your site.
- You shall not, and shall not authorize or encourage any third party to:
Publisher is prohibited to use Innity services if publishers’ site(s) or mobile applications contain the following types of content:
- Graphic or explicit violence (IAB25-2 (Extreme Graphic/Explicit Violence));
- Adult sexual content (IAB25-3 (Pornography));
- Dangerous or derogatory, discriminating, offensive, or profane material or hate content (IAB25-4 (Profane Content), IAB25-5 (Hate Content));
- Weapons, weapon accessories, and ammunition (IAB26-1 (Illegal Content));
- Illegal drugs and drug paraphernalia (IAB26-1 (Illegal Content));
- Tobacco and tobacco accessories (IAB9-9 (Cigars));
- Spyware, malware, viruses, illegal hacking, or other materials that are intended to damage or render inoperable software or hardware (IAB26-3 (Spyware/Malware));
- P2P file sharing, torrenting, or other content violating or infringing upon any third-party intellectual property rights (IAB26-2 (Warez), IAB26-4 (Copyright Infringement));
- Counterfeit goods (IAB26-4 (Copyright Infringement));
- Illegal products, activities, and services, including, but not limited to, “how-to” information on bomb-making, lock-picking, and similar topics (IAB26-1 (Illegal Content));
- Unmoderated user-generated content (IAB25-1 (Unmoderated UGC));
- Websites and other content that are under construction (IAB25-6 (Under Construction));
- Incentivized clicks, videos, and downloads (IAB25-7 (Incentivized));
- Content or material offering traffic generation or promoting fraudulent traffic (IAB26-1 (Illegal Content));
- Content or material pertaining to particular religions or spirituality, or advocating the superiority of a specific race/ethnic group, national origin, color, religion, sex, sexual orientation, language, status as a veteran, or any other legally protected status (IAB23 (Religion & Spirituality), IAB25-5 (Hate Content));
- Uncategorized content (IAB24 (Uncategorized));
- Alcohol related content (IAB8-5 (Cocktails/Beer), IAB8-18 (Wine));
- Gambling or online casinos (if there is the ability to cash out in real currency) (IAB9-7 (Card Games));
- Pharmaceutical or health products and services, including prescription medications (IAB7-5 (Alternative Medicine));
- Abuse support (IAB7-28 (Incest/Abuse Support));
- Substance abuse (IAB7-42 (Substance Abuse));
- Hunting and shooting content (IAB17-18 (Hunting/Shooting));
- Publisher is prohibited to use Innity services if publishers’ site(s) or mobile applications contain the following types of content:
Monitoring & Suspension
- You acknowledge that Innity actively monitors user traffic of the site.
- Innity may, in the exercise of its sole discretion, immediately suspend your participation in Innity's Audience Network and withhold any payments pending investigation of any potential violation of the terms of this agreement.
Intellectual Property Rights
Innity's Audience Network rights:
- Innity grants you a non-exclusive, revocable rights to use the Advenue solely in connection the implementation of Advenue on sites and otherwise solely in connection with the performance of your obligations under this agreement.
- Innity grants you a non-exclusive, revocable rights to display ads on sites (and to the extent applicable approved sites) through the Advenue solely in accordance with the terms of this agreement.
- Each party grants the other a non-exclusive license to use the other's corporate name and corporate logo for marketing purposes only, in the case of Innity, identify you as a participant in Innity's Audience Network and in the case of you, to identify you as a user of Innity's Audience Network services, without any statements implying an endorsement of the other party's product or service. Any use by you of Innity's corporate name and/or logo will be in compliance with the corporate guidelines established by Innity at anytime.
- Innity may name you in an Innity's Audience Network press release.
- As between you and Innity, you acknowledge and agree that Innity shall own all rights, titles, and interests in and to all intellectual property rights (as defined in clause 11.1) in Innity's Audience Network user information, profiles and the Advenue.
- As between you and Innity, you shall own all rights, titles, and interests in and to your user information.
- Each party shall retain all rights, titles, and interests in and to each of their respective trademarks and any use "good will" associated with the permitted use of such trademarks by another party shall inure to the benefit of the owner of such mark.
- You shall not obtain any right, title and/or interest in and to any advertising content delivered through Innity's Audience Network or information gathered from advertisers and/or agencies from your use through interaction with such advertising content.
- "Intellectual Property Rights" refers to any/all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any/all other proprietary rights, as well as, any/all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
- Innity's Audience Network rights:
- You shall receive a monthly payment related to the number of valid impressions, engagements or other forms of permitted interactions (in all cases as defined by Innity) with ads displayed in connection with your sites, net of ad-serving costs, in each case as determined by Innity for its participants in the network.
- The payments made under this agreement are for use by you only and may not be transferred or in any manner passed on to any third party (i.e., distributed to sites managed by you that require separate payments) unless expressly authorized in writing by Innity (including by electronic mail).
- Innity shall send payment to you within sixty (60) days after the end of each calendar month. Innity reserves the right to incur administrative and/or other costs each time Innity sends you a payment. For this reason, Innity will not send you a payment if the amount owed to you is less than payment threshold as listed under Annexure A; provided, however, the earned balance shall be rolled forward and added to the next payment period or until such time as the payments due exceeds the payment threshold.
- If the agreement is terminated, Innity shall pay your earned balance to you within approximately ninety (90) days after the end of the calendar month in which the agreement is terminated by you (following Innity's receipt of your written request, including by email, to terminate the agreement) or by Innity. In no event, however, shall Innity make payments for any earned balance less than payment threshold (as defined in clause 12.1).
- There will be bank charges deducted for bank administration processing fee before payment is remitted to you. Please refer to Annexure A.
Innity shall not be liable for any payment based on:
Any amounts which result from invalid impressions, engagements or interactions on ads generated by any person, robot, automated program or similar device, as reasonably determined by Advenue, including, without limitation, through any impressions, engagements or other interactions originating from your IP addresses or computers under your control,
- Solicited by payment of money, false representation, or any illegal or otherwise invalid request for users to view, engage with or interact with ads; or
- Except to the extent explicitly approved by Innity or pursuant to other Innity approved program, ads delivered for the benefit of charitable organizations and other placeholder or transparent ads that Innity may deliver;
- Innity advertisements for its own products and/or services; or
- Impressions, engagements and co-mingled with a significant number of invalid impressions, engagements and described in (a), or as a result of any breach of this agreement by you for any applicable pay period. Innity reserves the right to withhold payment due to any of the foregoing or any breach of this agreement by you, pending Innity's reasonable investigation of any of the foregoing or any breach of this agreement by you, or if that an advertiser whose ads are displayed (or their representative agency) in connection with your sites defaults on payment for such ads to Innity.
- Any amounts which result from invalid impressions, engagements or interactions on ads generated by any person, robot, automated program or similar device, as reasonably determined by Advenue, including, without limitation, through any impressions, engagements or other interactions originating from your IP addresses or computers under your control,
- Ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. Innity reserves the right to terminate this agreement in the event that Innity is unable to verify the accuracy or validity of any of the foregoing.
Deduction and Taxes:
- Any bank fees related to returned or canceled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in Innity's Audience Network.
Pricing Changes, Disputes, and Records.
- Innity may change its billing, pricing and/or payment structure at any time; Innity is responsible for notifying you in advance of any such changes via commercially reasonable efforts.
- If you dispute any payment made under Innity's Audience Network, you must notify Innity in writing within thirty (30) days of any such payment; failure to so notify Innity shall result in the waiver by you of any claim relating to any such disputed payment.
- Count of record. Payment shall be calculated solely based on records maintained by Innity. No other measurements or statistics of any kind shall be accepted by Innity or have any effect under this agreement.
- Innity shall not be liable for any payment based on:
This agreement shall continue until otherwise terminated by either party with one (1) month notice in advance. You may terminate this agreement with or without cause upon notice to Innity by:
- Sending notice of your desire to cancel your participation in Innity's Audience Network to firstname.lastname@example.org; and
- Removing the ad code from your site(s). In addition, Innity reserves the right to terminate this agreement with or without cause upon notice (including e-mail) to you.
Upon termination of this agreement for any reason:
- each party shall cease using each other's corporate name and logo.
- you shall remove all Innity ad codes from the site(s).
- This agreement shall continue until otherwise terminated by either party with one (1) month notice in advance. You may terminate this agreement with or without cause upon notice to Innity by:
Each party agrees not to disclose the other party's confidential information without such party's prior written consent. "Confidential information" includes, without limitation:
- All profiles, Innity user information, Advenue and any other materials relating to Innity's Audience Network;
- Your user information;
- Impression, engagement or other interaction rates or other statistics relating to site performance in Innity's Audience Network provided to you by Innity.
Any other information designated in writing by Innity as "confidential" or an equivalent designation. You may also disclose impressions, engagement and/or other interaction rates or other statistics relating to site performance in Innity's Audience Network and the amount of gross payments made by Innity to you pursuant to Innity's Audience Network to your partners that have entered into confidentiality agreements no less restrictive than this agreement. Confidential information does not include information that has become publicly known through no breach by you or Innity, or information that has been:
- independently developed without access to confidential information, as evidenced in writing by the party that wishes to disclose such information;
- rightfully received by a party that wishes to disclose such information from a third party;
- required to be disclosed by law or by a governmental authority.
- Each party agrees not to disclose the other party's confidential information without such party's prior written consent. "Confidential information" includes, without limitation:
- Innity makes no guarantee regarding the number or level of impressions, engagements or other interactions of ads, the timing of delivery of such impressions, engagements or other interactions, or the amount of any payment to be made to you under this agreement. You acknowledge that Innity has no control over (and is merely a passive conduit with respect to) any advertising content that may be submitted or published by any advertiser.
Representations and Warranties
You represent, warrant now and in the future that:
All of the information provided by you to Innity to enroll in Innity's Audience Network is correct and current;
- you are the owner of each site or that you are legally authorized to act on behalf of the owner of such sites for the purposes of this agreement and Innity's Audience Network;
- you have all necessary right, power, and authority to enter into this agreement and to perform the acts required of you hereunder;
- you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws) in your performance of any acts hereunder;
- all content and other aspects of your sites:
- comply with the applicable application guidelines and all applicable laws, statutes, ordinances, and regulations;
- do not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories;
- are not pornographic, hate-related or otherwise violent in content.
- All of the information provided by you to Innity to enroll in Innity's Audience Network is correct and current;
Innity's Audience Network representations and warranties:
- Innity represents and warrants that it has all necessary rights, power, and authority to enter into this agreement and to perform the acts required of it hereunder.
- You represent, warrant now and in the future that:
You agree to indemnify, defend and hold Innity, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, their agencies, licensors, licensees, consultants and contractors) (collectively "indemnified person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any indemnified person(s), directly arising out of or related to any claim:
- Arising from your breach of any terms of this agreement;
- That your sites and any other websites, webpages, blogs, widgets, applications or other technology developed, offered, distributed or displayed by you violate a third party's intellectual property rights;
- Any breach by you of the terms of any application site.
- Pass through: to the extent available, Innity shall pass through to you the benefit of any indemnification it may receive from its advertisers and/or their agencies regarding the content of an ad.
- You agree to indemnify, defend and hold Innity, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, their agencies, licensors, licensees, consultants and contractors) (collectively "indemnified person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any indemnified person(s), directly arising out of or related to any claim:
- Except as set forth in this agreement, neither party makes any warranty, express or implied, including without limitation with respect to advertising and other services, and each party expressly disclaims the warranties or conditions of no infringement, merchantability, and fitness for any particular purpose. To the extent ads are based on non-Innity Audience Network content, Advenue shall not have any liability in connection with the display of such ads or any information collection by advertisers or their agencies in connection whether through an ad or on a redirected website.
Limitations of Liability; Force Majeure
Except for any indemnification and confidentiality obligations hereunder or your breach of any intellectual property rights and/or proprietary interests relating to Innity's Audience Network:
- In no event shall either party be liable under this agreement for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy;
- Innity's aggregate liability to you under this agreement for any claim is limited to the net amount paid by Innity to you during the three (3) month period immediately preceding the date of the claim. Each party acknowledges that the other party has entered into this agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of god, labor conditions, and power failures.
- Except for any indemnification and confidentiality obligations hereunder or your breach of any intellectual property rights and/or proprietary interests relating to Innity's Audience Network:
- Governing law/jurisdiction: this agreement shall be governed by and construed in accordance with the laws of Malaysia. The parties hereto submit to the exclusive jurisdiction of the Malaysian courts with respect to issues of contract enforceability and interpretation, without reference to conflict of laws principles.
- Assignment: you may not assign this agreement without the prior written consent of Innity.
- Partial invalidity: if any paragraph, provision, or clause in this agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this agreement is being performed, the remainder of this agreement shall be valid and enforceable and the parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties' intent in entering into this agreement.
Waiver and Amendment: no modification, amendment or waiver of any provision of this agreement shall be effective unless one or more of the following occurs:
- Such amendment or waiver is made in writing and signed by the party to be charged;
- You accept updated terms as may be provided by Innity from time to time;
- You continue to participate in Innity's Audience Network after Innity has updated terms. The failure of either party to enforce at any time the provisions of this agreement shall in no way constitute a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter.
- Independent contractors: the relationship of Innity and you established by this agreement is that of independent contractors, and nothing contained in this agreement shall be construed to constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or allow either party to create or assume any obligation on behalf of the other party. All financial obligations associated with a party's business are the sole responsibility of such party.
- Entire agreement: this agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter hereof. No modification, alteration, or waiver of any provision herein contained shall be binding on the parties hereto unless evidenced by a written amendment signed by duly authorized representatives of both parties.
|Thresholds||Payment||Bank Administration Processing Fee|
|U.S.Dollar (USD)||$ 1,000||When it’s applicable|
|Singapore Dollar (SGD)||S$ 50||N/A|
|Malaysian Ringgit (MYR)||RM 100||N/A|
|Indonesian Rupiah (IDR)||Rp 1,000, 000||Rp6,500|
|Thai Baht (THB)||THB 3,000||N/A|
|Vietnamese Dong (VND)||VND 500,000||VND11,000|
|Philippine Peso (PHP)||PHP 1,500||N/A|
|Hong Kong Dollar (HKD)||HKD 500||N/A|
|New Taiwan Dollar (NTD)||NT$ 1,000||N/A|
|Cambodia U.S.Dollar (USD)||USD 50||When it’s applicable|