Publisher Terms and Conditions

Welcome to (!)Zimblee™, an online advertising creation, publishing and tracking platform located at www.zimblee.com (“Zimblee") operated by Yureekah Software Technologies Private Limited with a correspondence address at 2nd Floor D Wing, S. No 1A Krishna Kewal Nagar, Kondwa, Pune 411048, India (“Operator”, "we", "our", or "us"). Operator enables advertisers who register with us (“Customers”) to launch advertising campaigns through various online media publishers (“Publishers”) who agree to the terms and conditions of this Publisher Agreement (this “Agreement”). You can become a Publisher by indicating your agreement to abide by the terms and conditions of this Agreement by means of the click-through consent below and/or with your signature below. Operator reserves the right to refuse participation to any prospective Publisher at any time in its sole discretion.

1.  Publisher Obligations.  You agree to publish advertisements scheduled by Customers through Operator (“Ads”) through the Media (as hereinafter defined) and according to the timetable selected by each Customer in each insertion order (“IO”) completed by such Customer and delivered to you by Operator (either automatically via Operator or by electronic mail). You agree to (i) confirm receipt and acceptance (in the manner indicated by Operator, whether by electronic mail or otherwise) of the terms of each IO delivered to you by Operator, and (ii) commence the publication of each Ad pursuant to an applicable IO within (1) one business day of receipt of such IO. In the event that you (i) fail to commence publication of an Ad within such time period, or (ii) fail to fulfill the provisions set forth in any IO, notwithstanding any contrary provision in Section 6 hereof and subject to the terms of Section 13 hereof, Operator may immediately, upon written notice to you (including without limitation by electronic mail) terminate this Agreement.

2.  Ad Specifications.  Upon execution of this Agreement, you agree to provide Operator with the volume of advertising inventory you wish to provide to Customers through the specific media owned or operated by you (“Media”) as indicated by you in writing to Operator, whether through Operator’s console for Publishers, by electronic mail or otherwise. You agree to provide Operator with sixty (60) days prior written notice of any changes in your Ad delivery, display or other relevant requirements, including without limitation changes to Ad size and functionality.

3.  Tracking; Reporting.  For every Ad Operator shall provide Ad tracking services and corresponding reporting available though Operator from time to time during the term of each Customer campaign. In the event that Operator learns that it has delivered an incomplete or inaccurate report, or no report at all, Operator shall use its best commercial efforts to cure such failure within five (5) business days. You agree that all the Operator tracking functionality and resulting reports shall be the exclusive means of determining applicable fees due to you by Operator for each Customer campaign.

4.  Payment.  Operator shall pay you all fees (calculated using the parameters you have provided to Customers through Operator) due from each IO on the 1st and the 15th day of each month from the effective date of such IO.

5.  Restrictions. Publisher shall not: (i) place Ads in any Media not specifically requested by Customer, including without limitation in emails, blank web pages, web pages with no content; (ii) stack Ads (e.g. place on top of one another so that more than two Ads are next to each other); (iii) place Ads on non-approved websites or web pages, or in such a fashion that may be deceptive to the persons viewing such Ad (“Users”); (iv) incentivize offers or create the appearance to incentivize offers; (v) offer compensation in any manner to Users for viewing Ads or performing searches, promising to raise money for third parties for such behavior, placing images next to individual Ads, or placing statements near an Ad requesting that persons viewing such Ad "click" on the Ad (i.e., "please click here") or "visit" the sponsor (i.e., "please visit our sponsor"); (vi) Place misleading statements near the Ad (i.e., "you will win Rs. 250,000"); (vii) redirect traffic to a Website other than that listed by the Customer; (viii) ask Users to take advantage of other Ads or offers other than those listed by the particular Customer; (ix) drive traffic to Ads using any downloadable applications without the prior written approval of Operator, (x) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; (xi) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Website tags, source codes, links, pixels, modules or other data provided by or obtained from Operator that allows Operator to measure Ad performance, (xii) use any method that artificially generates clicks or impressions on Ads including without limitation repeated manual clicks or impressions, automated click and impression generating tools and the use of robots or deceptive software, or (xiii) place any Ads on any websites that contain, promote, reference or have links to: (1) profanity, sexually explicit materials, hate material, promote violence, discrimination based race, on sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Operator; (2) software piracy, hacking, phreaking, emulators, ROM’s, or the like; (3) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (4) websites under construction, hosted by a free service, personal home pages, or which do not own the domain they are under; (5) charity clicks/donations, paid to surf, personal websites, website applicants who are not the owner of or employed by the applying website, active x downloads, no content (link site), all affiliate links, or incentivized traffic; (6) promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware.  For purposes hereof, “Spyware” shall mean computer programs or tools that (i) alter a computer User’s browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a computer User’s reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a User’s computer; (iv) send email through a User’s computer without prior authorization; (v) open multiple, sequential, stand-alone advertisements in the User’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (vi) other similar activities that are prohibited by applicable law.

6.   Term; Termination.  The term of this Agreement shall commence on the date hereof and shall continue until either party notifies the other in writing of its intent to terminate the Term upon no less than sixty (60) days prior notice (the “Term”). The Term cannot terminate until Publisher has fulfilled all of its obligations under each then in-effect IO.

7.  Rights.  You acknowledge and agree that, Operator owns all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Operator and that you have no rights in and to Operator other than as expressly set forth herein. Your further acknowledge and agree that you do not own any right, title and interest in and to an Ad other than the limited rights granted to you in this Section 7. Operator represents and warrants that it has obtained rights from Customer to enable you to publish each Ad through the Media, and Operator hereby grants you a limited right to use Ads during the Term to fulfill your obligations under each IO. You agree not to use, copy, modify, rent, lease, loan, sell, distribute, transmit, broadcast, republish or publicly perform any Ad (in whole or in part), or to create derivative works based on any Ad (either in whole or in part) or otherwise to use Ad for any public or commercial purpose, other than as expressly permitted in this Agreement.

8.  DISCLAIMER OF WARRANTIES.  OPERATOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADS, LINKS, SEARCH RESULTS, TRACKING, REPORTING, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. SPECIFICALLY, OPERATOR IS NOT LIABLE FOR THE CONTENT OF ANY ADS WHATSOEVER, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE (I) INFRINGEMENT OF ANY COPYRIGHT, TRADEMARK, TRADE SECRET, PATENT RIGHT OF ANY PARTY, (II) DEFAMATION OR INVASION OF THE PUBLICITY RIGHTS OR THE PRIVACY OF ANY PERSON, LIVING OR DECEASED (OR IMPERSONATES ANY SUCH PERSON), OR (III) THE VIOLATION OF ANY OTHER THIRD PARTY RIGHT.

9.  LIMITATION OF LIABILITY.   EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO OPERATOR OR ANY ADS, (i) 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 AND (ii) OPERATOR’S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY OPERATOR TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

10.  Indemnification.  You agree to indemnify, defend and hold Operator, its directors, officers, employees, agents, affiliates, subsidiaries, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Parties") harmless from and against any and all third party claims, liabilities, losses, and expenses (including damage awards, settlement amounts, and reasonable legal fees and disbursements), brought against any of the Indemnified Parties, arising out of, related to or which may arise from your interaction with a Customer, Operator otherwise Operator as a Publisher or your breach of any representation, warranty, covenant or obligation in this Agreement.

11.  Confidentiality.  You agree not to disclose Operator’s Confidential Information without our prior written consent. "Operator Confidential Information" includes without limitation: (i) all Operator software, technology, programming, specifications, materials, guidelines and documentation relating to Operator; (ii) click-through rates or other statistics relating to Ads provided to you through Operator or otherwise by Operator; and (iii) any other information designated in writing by Operator as "Confidential" or an equivalent designation. Operator Confidential Information does not include information that (a) has become publicly known through no breach by you or Operator, (b) information that has been independently developed without access to Operator Confidential Information, as evidenced in writing; (b) information which is rightfully received by you from a third party; or (iii) information required to be disclosed by law or by a governmental authority.

12.  Governing Law; Jurisdiction; Timely Filing of Claims.  This Agreement shall be governed by and construed under the internal laws of the State of Maharashtra, excluding conflict of law provisions thereof. You agree to personal and exclusive jurisdiction by and venue in the courts located within the city of Pune, state of Maharashtra, and to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF OPERATOR OR ANY AD MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE AND MUST BE FILED IN A COURT IN THE CITY OF PUNE, STATE OF MAHARASHTRA.

13.  Survival.  The provisions of this Agreement will survive termination to the extent necessary to carry out the intentions of you and Operator, including without limitation your fulfilling of all obligations under any then effective IO at the time of such termination.