TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS AND THE FAQ VERY CAREFULLY BEFORE REGISTERING TO PARTICIPATE IN THE PUBLY ONLINE PROGRAMME. YOUR REGISTRATION FOR AND PARTICIPATION IN THE PROGRAMME MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND THE LEGAL RIGHTS AND OBLIGATIONS THEY CREATE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAMME.
This is a legal agreement between You (defined below) and Publy Ireland Limited. If You accept its terms, it entitles You to participate in the Programme (defined below).
(a) “Ads” means third party and/or Publy provided advertisements and/or other content, excluding Links, Search Results and Referral Buttons, provided that if Publy serves content for which You are not entitled to receive compensation under this Agreement to Your Property(ies), You will have the right to opt-out of receiving such content as part of the Program.
(b) “Agreement” means these Standard Terms and Conditions ("Terms and Conditions"), the "Programme Policies", which can be found at https://www.Publy.net, and the other documents expressly incorporated by reference in these Terms and Conditions.
(c) “Brand Features” means Publy's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
(d) “Publy” means Publy Ireland Limited, a company incorporated under the laws of Ireland with company number 516580 and whose principal place of business is at 22 NORTHUMBERLAND ROAD, BALLSBRIDGE, DUBLIN 4; Vat Number 9842570S
(e) “Links” means Publy queries and/or Ad search box(es) related to Ads.
(f) “Programme” means the Publy Online Programme.
(g) “Property” means the Web site(s), media player(s), video content and/or mobile content, and any other properties expressly authorized in writing in advance by Publy (“Other Properties”), including any Atom, RSS, or other feeds distributed through such Web site(s), media player(s), video content, mobile content and/or Other Properties, which You nominate for participation in the Programme.
(h) “Referral Buttons” means Publy referral Ads.
(i) “Search Results” means Publy Web and/or site search results.
(j) “Video Media” means non-advertising video content on a Property.
(k) "You" means the person who registers to use the Programme and opens an account online for that purposes (an “Account”) or, where that person is duly authorised to open the Account on behalf of another person, that other person.
1.2 Any reference to “include” or “including” (or any similar term) is not be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.
1.3 Any reference to a URL refers to that URL or any other relevant URL made available to You by Publy from time to time.
1.4 Unless otherwise expressly stated, any reference to a communication needing to be made “in writing” includes communication via email and such communication must be express and made in advance of the act or omission the subject of the communication.
1.5 Any reference to a discretion to be exercised by Publy is reference to an absolute discretion, which is not subject to challenge by or explanation to You.
2.1 When You sign up online, this is an application by You to participate in the Programme. Publy reserves the absolute right not to accept Your application.
2.2 If Publy accepts Your application, You shall nominate the Property(ies) that You wish to participate in the Programme. Publy shall then, depending on the preferences You select via Your Account, serve (a) Ads, (b) Links, (c) Search Results, and/or (d) Referral Buttons, to Your Property(ies).
2.3 Publy may review any Property or Video Media nominated by You for participation in the Programme at any time during the term of this Agreement. Publy may exclude any Property or Video Media from the Programme at any time.
2.4 Unless Publy agrees otherwise in writing, You may only have one Account. Publy may terminate multiple Accounts You hold immediately and without notice.
2.5 If Publy agrees in writing, You may be allowed to enrol in the Programme and create an Account for the sole purpose of receiving payment(s) from Publy, and not for the usual purpose of displaying Ads, Links, Search Results and/or Referral Buttons on a Property. If so, any use of Your Account is still governed by the relevant parts of this Agreement.
Implementation and Operation of Ads, Search Results, and Referrals.
3.2 program for Content. If You choose to receive program for Content as part of the Programme, all content and Property-based Ads (and Ads served in response to end user clicks on and queries entered into Links, if any) shall be grouped by Publy and displayed, with Links where applicable, to end users of the Property(ies) as ad units (such groups of Ads and/or Links collectively referred to as "Ad Units") in the standard formats as offered generally by Publy as part of the Programme from time to time. You may select a format approved by Publy for the display of Ad Units in connection with the Property(ies), but You acknowledge and agree that You shall only display Ads and/or Links: (a) in connection with the Property(ies); and (b) in accordance with the placement guidelines.
3.3 program for Video. If You choose to receive program for Video as part of the Programme, You acknowledge and agree that You will comply with the program for Video Program policies. All Ads (including Ads served in response to end user clicks on and queries entered into Links, if any) shall be (a) grouped by Publy and displayed, with Links where applicable, to end users of the Property(ies) as Ad Unit(s) or (b) pre-, post- or interstitial roll in connection with third party video content, in each case in the standard formats as offered generally by Publy from time to time as part of the Programme. You shall display Ads on the Property in a video format approved by Publy, and You shall ensure that such Ads: (a) are only displayed in connection with the Property(ies) and Video Media; and (b) shall only be requested in connection with end user initiated Video Media. In addition, You may only display one Ad Unit within Your media player at any time, unless otherwise approved by Publy in writing.
3.4 Filtering. Publy may from time to time offer certain services as part of the Programme which contain some filtering capability, such as SafeSearch or AdSafe. If You choose to enable any such filters, You acknowledge and agree that: (a) it is Your responsibility to enable such features in accordance with the specifications provided by Publy, and (b) Publy does not and cannot warrant that such filters will be successful in filtering out all results (including Ads, Links and Search Results) that the filters are intended to catch.
3.5 Beta Features. Publy may identify some Programme features as “Beta” or otherwise unsupported features (“Beta Features”). To the extent permitted by law, Beta Features are provided "as is" and at Your option and risk. Any warranties given by Publy in respect of the Programme do not apply to Beta features. You shall not disclose to any third party any information from Beta Features, existence of non-public Beta Features or access to Beta Features.
Communications Solely With Publy.
You agree to direct to Publy, and not to any advertiser or other person, any communication regarding any Ad(s) or Link(s) displayed in connection with Your Property(ies).
5.1 You are solely responsible for (a) Your Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of Publy's specifications, and adherence to the terms of this Agreement (including the Program Policies) and (b) any use made of Your Account. Publy is not responsible for anything related to the content or operation of Your Property(ies). In addition, Publy shall not be required to provide notice to You in the event that any Ad, Link, Search Result, or Referral Button is not being displayed properly to, or Referral Event is not being completed properly by, end users of the Property(ies).
5.2 Publy reserves the right to investigate, in its absolute discretion, any activity that may violate this Agreement, including any use of a software application to access Ads, Links, Search Results, or Referral Buttons or to complete any Referral Event, or any engagement in any activity prohibited by this Agreement. You shall cooperate with any such investigation in good faith.
6.1 You shall not, and shall not authorize or encourage any third party to:
(a) directly or indirectly generate queries, Referral Events, or impressions of or clicks on any Ad, Link, Search Result, or Referral Button (including by clicking on “play” for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software;
(b) edit, modify, filter, truncate or change the order of the information contained in any Ad, Link, Ad Unit, Search Result, or Referral Button, or remove, obscure or minimize any Ad, Link, Ad Unit, Search Result, or Referral Button in any way without authorisation from Publy;
(c) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"), any Search Results Page, or any Referral Page;
(d) redirect an end user away from any Advertiser Page, Search Results Page, or Referral Page; provide a version of the Advertiser Page, Search Results Page, or Referral Page that is different from the page an end user would access by going directly to the Advertiser Page, Search Results Page, or Referral Page; intersperse any content between the Ad and the Advertiser Page, between the page containing the Search Box and the Search Results Page, or between the Referral Button and the Referral Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page, from the page containing the Search Box to the Search Results Page, or from the Referral Button to the Referral Page;
(e) display any Ad(s), Link(s), or Referral Button(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content;
(f) directly or indirectly access, launch, and/or activate Ads, Links, Search Results, or Referral Buttons through or from, or otherwise incorporate the Ads, Links, Search Results, or Referral Buttons in, any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement;
(g) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, Links, Search Results, or Referral Events, or any part, copy, or derivative thereto;
(h) act in any way that violates any Programme Policies;
(i) disseminate malware;
(j) create a new account to use the Programme after Publy has terminated this Agreement with You as a result of Your breach of this Agreement;
(k) engage in any action or practice that, in Publy’s reasonable opinion, reflects poorly on Publy or otherwise disparages or devalues Publy’s reputation or goodwill.
6.2 You acknowledge that any breach or attempted breach of this Clause is a material breach of this Agreement and that Publy may suspend Your Account and participation in the Programme if it reasonably suspects such a breach.
7.2 Publy may, at any time, terminate all or part of the Programme, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Programme.
7.3 Upon termination of this Agreement for any reason, Sections 4, 7 through 11, 12 (to the extent that there any sums due and payable under this Agreement) and 15 through 18 shall survive termination.
8.1 You shall not disclose Publy Confidential Information without Publy's prior written consent. "Publy Confidential Information" means: (a) all Publy software, technology, programming, specifications, materials, guidelines and documentation relating to the Programme; (b) click-through rates or other statistics relating to Property performance in the Programme provided to You by Publy; and (c) any other information designated in writing by Publy as "Confidential" or an equivalent designation or which it is reasonably apparent should be treated as confidential.
8.2 Notwithstanding the foregoing, You may accurately disclose the amount of Publy’s gross payments to You pursuant to the Programme.
8.3 Publy Confidential Information does not include information that has become publicly known through no breach by You or Publy, or information that has been (a) independently developed by You without access to Publy Confidential Information, as evidenced in writing; (a) lawfully received by You from a third party who has not disclosed it in breach of any obligation of confidentiality; or (c) required to be disclosed by law, provided that You give Publy prompt, and, if at all possible, prior, notice of such disclosure.
9.1 Publy gives no guarantee regarding the level of impressions of Ads or clicks on any Ad or Referral Button, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to You under this Agreement.
9.2 Publy gives no guarantee that the Programme will always be available. Down time may be (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Your equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Publy’s (or its affiliates’) control (a “Force Majeure Event”) such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Publy (or its affiliates) or Your servers are located or co-located.
The terms of this Agreement are in lieu if all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying, and content or lack thereof of the Programme, Ads, Links, Search Results and/or any other services or content provided by Publy under this Agreement, which might, but for this clause, have effect between You and Publy or otherwise be incorporated or implied into this Agreement or any other collateral contract, whether by statute, common law or otherwise, all of which are excluded from this Agreement (including any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose).
Limitations of Liability.
11.1 Nothing in this Agreement shall exclude or limit the liability of either party for (a) the tort of deceit; (b) death or personal injury; (c) breach of any implied condition as to title or quiet enjoyment; or (d) anything which cannot be excluded or limited by law.
11.2 Save as provided in Clause 11.1 and subject to Clause 11.4, neither party shall have any liability for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise): (a) loss of revenue; (b) loss of actual or anticipated profits; (b) loss of the use of money; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill; (g) loss of reputation; (h) loss of, damage to or corruption of data; (i) any indirect or consequential loss or damage howsoever caused.
11.3 Save as provided in Clause 11.1 and subject to Clause 11.4, the total liability of either party under or in connection with this Agreement (including any liability that arises because of the unenforceability or invalidity of any part of this Agreement) shall in no circumstances exceed 125% of the net amount paid by Publy to You in the 12 month period immediately preceding the earliest date on which such liability arises.
11.4 Clauses 11.2 and 11.3 do not apply to any liability of Yours that arises because of a breach by You of Clauses 8 (Confidentiality), 15 (Your Obligation to Indemnify) or 16 (Publy Rights) of this Agreement.
11.5 Each party acknowledges that the other has entered into this Agreement relying on the limitations and exclusions of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
11.6 Without limiting the foregoing and except in respect of any payment obligations, neither party shall have any liability for any failure or delay resulting from a Force Majeure Event.
12.1 You shall be entitled to receive a sum of money representing a share of the advertising revenue earned by Publy from third party advertisers from the Ads and Referral Buttons which appear on Your Property(ies). That revenue will be determined by a number of factors, including (a) the number of valid clicks on Ads displayed on Your Property(ies), (b) the number of valid impressions of Ads displayed on Your Property(ies), (c) the number of valid completions of Referral Events initiated through Referral Buttons displayed on Your Property(ies), and/or (d) other events performed in connection with the display of Ads on Your Property(ies). The share of that revenue that You get shall be determined by Publy from time to time in its absolute discretion. You acknowledge that Publy will not and does not have to tell You how it works out that share or what percentage of the total advertising revenue earned by Publy from the Ads and Referral Buttons which appear on Your Property(ies) Your share represents. Payment shall be calculated solely based on records maintained by Publy.
12.2 Unless otherwise agreed to by the parties in advance in writing, and provided the payment due to You is greater than €70 payments to You shall be sent by Publy within approximately thirty (60) days after the end of each calendar month that Ads or Referral Buttons are running on Your Property or that Ads are running on Search Results Pages. If the payment due to You is less than €50, it shall accrue to the following month.
12.3 If this Agreement is terminated, Publy shall pay any outstanding balance due to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated. In no event, however, shall Publy make payments for any earned balance less than €10. Publy may retain any balance less than €10 in consideration for its administration expenses.
12.4 You shall not be entitled to any payment in respect of:
(a) invalid queries, invalid Referral Events, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Publy, including through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events;
(c) Ads benefiting charitable organizations and other placeholder or transparent Ads that Publy may deliver;
(d) clicks co-mingled with a material number of invalid clicks described in (a) above;
(e) any advertiser, whose Ads are displayed in connection with Your Property(ies), who defaults on payment for such Ads to Publy.
12.5 Publy may withhold payment or charge back Your Account if a sum is paid to You due to any of the foregoing.
12.6 Publy may offset any amount owed to You by Publy under this Agreement against any other amounts owed by You to Publy or its affiliates.
12.7 You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your Account. Publy may deduct any bank fees related to returned or cancelled payments due to incorrect or incomplete contact or payment information provided by You from any subsequently issued payment.
12.8 You shall pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Programme, except that you may charge Publy Irish VAT if you have a postal address and are registered for VAT in Ireland.
12.9 Publy may change its pricing and/or payment structure at any time in its absolute discretion.
12.10 If You wish to dispute any payment made to You under the Programme, You must notify Publy in writing to info@Publy.net within thirty (30) days of any such payment; failure to so notify Publy shall result in the waiver by You of any claim relating to any such disputed payment.
12.11 From time to time Publy may hold funds, payments and other amounts due to You in connection with the Programme. You acknowledge and agree that Publy may, without further notice to You, contribute to a charitable organisation selected by Publy all funds, payments and other amounts related to the program Program that are held by Publy and that are due to you (if any), but which Publy is unable to pay or deliver to You because Your account is Inactive (as defined below). “Inactive” means that, based on Publy’s records: (a) for a period of two (2) years or more You have not logged into your account or accepted funds, payments or other amounts that Publy has attempted to pay or deliver to You, and (b) Publy has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in Publy’s records.
13.1 Publy may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages.
13.2 If You wish to use Publy's Brand Features, You may do so, so long as such use is in compliance with this Agreement and in compliance with Publy's then current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be found at the following URL: http://www.publy.net.
Representations and Warranties.
14.1 Each party represents and warrants that: (a) subject in the case of Publy to Clause 3.8 above, they will respectively perform their obligations under this Agreement with reasonable skill and care; (b) that they respectively have the right, power and authority, and have taken all action necessary, to execute, deliver and exercise their respective rights and perform their respective obligations under this Agreement; and (c) that they have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations.
14.2 You further represent and warrant that: (a) You are at least 18 years of age or are a legal entity capable of entering contractual relations; (b) that all the information provided by You to Publy is complete, accurate and current and that You will keep it so during the term of this Agreement; (c) that You are acting in Your own capacity in respect of Properties that You own; (d) that, to the extent that a Property is a media player, You own or have a valid license to use and distribute such media player (including all content therein, including any Ads or Ad Units) for the purposes of this Agreement and the Programme; and (e) that each Property and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not pornographic, hate-related or otherwise violent in content.
Your Obligation to Indemnify.
You agree to indemnify, defend and hold Publy, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, 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), arising out of, related to or which may arise from Your participation in the Programme and/or Your breach of any term of this Agreement.
16.1 You acknowledge that, as between You and Publy, Publy owns all right, title and interest, including all Intellectual Property Rights (as defined below), in and to the Programme (including Publy's ad serving technology, search technology, referral technology, and Brand Features), and that You will not acquire any right, title, or interest in or to the Programme except as expressly set forth in this Agreement.
16.2 Save as permitted by law, You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Publy services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Programme or proprietary information related thereto.
16.3 You will not remove, obscure, or alter Publy's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Publy services, software, or documentation (including the display of Publy’s Brand Features with Ads, Links, Search Boxes, Search Results, and/or Referral Buttons, as applicable).
16.4 For the purposes of this Agreement, "Intellectual Property Rights" means any and 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 and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
18.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.
18.2 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter.
18.3 You acknowledge that Publy may change these Terms and Conditions, the Programme Policies, and the Programme from time to time. If You continue to participate in the Agreement after having been notified of such changes, You will be deemed to have accepted the changes. If You do not accept the changes, You may terminate the Agreement in accordance with Clause 7.1 above without penalty and cease participation in the Programme.
18.4 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
18.5 The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
18.6 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
18.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
18.8 Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement.
18.9 Unless otherwise expressly provided, any notice sent by You under this Agreement should be sent in writing to info@Publy.net. Any notice sent by Publy shall be sent to the address specified by You in Your Account.
18.10 You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Publy. Notwithstanding the foregoing, Publy may assign this Agreement to any affiliate at any time without notice. Publy has affiliated legal entities around the world. Sometimes, these companies will be providing services to You on behalf of Publy itself. You acknowledge and agree that these affiliates will be entitled to do so.
18.11 These Terms and Conditions, as amended from time to time in accordance with this Agreement, can be found at http://www.Publy.net. You should print out a copy of these Terms and Conditions for Your records. Publy may not keep a record of the Terms and Conditions as they existed at the time You entered the Agreement.