Last Revised: 29th of December, 2016
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE “I AGREE” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE PUBLISHER, AND TO BIND THE PUBLISHER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY CLICKING “I AGREE”, DOWNLOADING, INSTALLING, OR USING THE NATOMX SDK, YOU CONCLUDE AND AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING ANY ANNEXES AND AMENDMENTS THERETO (THE “AGREEMENT”) IN A LEGALLY BINDING MANNER WITH NATOMX LTD. IF YOU DISAGREE WITH ANY OF THE FOLLOWING TERMS AND CONDITIONS, THEN DO NOT USE THE NATOMX SDK. IN THE FOLLOWING, THE TERMS “YOU” AND “COMPANY” AND “PUBLISHER” SHALL REFER, JOINTLY AND SEVERALLY, TO YOU INDIVIDUALLY AND ANY ORGANIZATION ON WHOSE BEHALF YOU ACT.
1. Introduction and Purpose
- The “NATOMX SDK” or “SDK” shall mean software development kit, including any subsequent updates or upgrades made available to you, and any associated tools, widgets, web APIs, documentation, software code, or other materials or technologies made available by NATOMX to you through which you can display certain sponsored ads and/or other sponsored content on your Application (the “Content”) for the sole purpose of monetizing the view of the Content by end users in accordance with the terms and conditions herein.
- This Agreement applies to the NATOMX SDK provided by NATOMX, the Content provided through the NATOMX SDK, including any and all information, materials and technologies provided in conjunctions thereto, and all subsequent updates, upgrades and supplements thereto.
- You acknowledge and agree that the Content may derive through third-party advertisers, merchants or other parties (the “Advertisers”), with whom NATOMX has engaged and on whose services NATOMX is reliant in providing its services herein.
- NATOMX exerts its best efforts to develop and provide only compliant monetization methods for browser extensions, however cannot guarantee that market places (such as Chrome, Firefox, etc.) will not unpublish your extension after integrating the NATOMX SDK.
2. Registration Process
- To apply to use the SDK, you must submit to us a complete and accurate Registration Form, including your relevant contact information and the name and URL of your website, widget or app into which you wish to integrate the SDK (each an “Application”).
- Please note that the Registration Form only permits the registration of a single Application. If you have more than one Application to which you wish to integrate the SDK, you must submit those separately to NATOMX via email.
- We will evaluate your Registration Form and notify you whether your Application(s) are accepted.
- We may reject your Registration Form for any reason, in our sole and absolute discretion, including but not limited to a failure to meet the qualifications set forth below.
- Note, that if we accept your Registration Form and later determine that your Application is unsuitable or that you fail to meet the qualifications or fail to comply with the terms and conditions of this Agreement, we may terminate the Agreement effective immediately.
Our engagement with you under this Agreement is conditioned upon your meeting and continuing to meet the following minimum criteria:
- Your submitted Registration Form has been completed in a full, complete and accurate manner, and all the details therein remain full, complete and accurate, unless otherwise notified to us in a timely manner;
- You have submitted and received our approval of your Registration; 3.You are at least eighteen (18) years old;
- You have the necessary rights and authority to enter into and perform this Agreement;
- You are the registered owner or duly authorized user of the Application listed on the Registration;
- You and your Application are not subject to any pending lawsuits, fines or government or regulatory actions;
- You will provide us in a timely manner with any information and/or documents that we request to verify your compliance with the terms and conditions of this Agreement;
- You will not issue any press release or make any other public statement regarding NATOMX and/or the NATOMX SDK and/or this Agreement and/or the terms and conditions herein without the prior written consent of NATOMX.
4. Use of NATOMX SDK
- Subject to your continuing compliance with the terms and conditions of this Agreement, NATOMX hereby grants you a personal, limited, royalty-free, revocable, non-exclusive, non- transferable and non-assignable (without the right to sublicense) license, in the countries supported by NATOMX, to download and install the NATOMX SDK into the Application for the sole purpose of the display of the Content on your Application in accordance with the terms and conditions of the Agreement, but not for any other purpose or in any other manner.
- The Publisher may not implement the NATOMX SDK on any applications, websites or online services other than the Application, without the express prior written consent of NATOMX.
- No Other Rights. No other rights or licenses are granted to the NATOMX SDK expressly, by implication, estoppel or otherwise. This Agreement is not for a sale of any interest in the intellectual property rights or other proprietary interests embodied in the NATOMX SDK or any copy, derivative work, upgrade, update, improvement or modification thereof.
- Usage Restrictions. With respect to the NATOMX SDK and/or the Content and/or any part thereof, you shall not, nor allow any third party to (a) resell, rent, lease, loan, or otherwise distribute or transfer it to any third party; (b) make use of it for any purpose other than as specifically provided herein; (c) modify, adapt, alter, translate, create derivate works and/or change it in any form or manner; or (d) reverse engineer, decompile, decode or disassemble it.
5. Intellectual Property Rights and Proprietary Rights
- You acknowledge and agree that NATOMX, its affiliates or third parties own all legal right, title and interest in and to the NATOMX SDK, including any intellectual property rights and proprietary rights that subsist in the NATOMX SDK, and shall retain all such rights with respect to any copies, derivative works, upgrades, updates, improvements and modifications thereof, including without limitation, translations, regardless or the form of media in or on which they may exist.
- Other than the limited license expressly set forth in section 4.1 above, you do not acquire any title or ownership rights or any other rights in the NATOMX SDK and/or in the Content and in any related intellectual property rights and/or proprietary rights.
- NATOMX reserves all rights not expressly granted to you.
- You agree that you will not dispute or contest NATOMX’s and where applicable its affiliates’ or licensors’ exclusive ownership of all or any part of the said rights, title and interest.
- You undertake to promptly notify NATOMX of any unauthorized use of the NATOMX SDK that comes to your attention.
6. Representations About Your Application
You represent and warrant that during the term of this Agreement, your Application (including any content contained therein) and all promotional means used by you:
- Does not violate any law or regulations;
- Does not infringe or misappropriate in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
- Does not contain false, misleading or objectionable content (including but not limited to content that is obscene, containing excessive advertisements, defamatory, libelous, threatening, violent, hate-oriented, illegal or promoting illegal activities or goods;
- Does not contain viruses, worms, spyware, Trojan horses or other harmful, malicious or destructive code;
- Does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.
7. Payment and Reporting
You agree as follows:
- For each month or a portion thereof in which you used the NATOMX SDK, NATOMX will make a payment to you based solely on the Net Revenue received by NATOMX from validated purchases (which have not been cancelled) made through links reached via the NATOMX SDK on your Application in such period, as determined by NATOMX’s payment tracking method (“Payment”).
“Net Revenue” shall mean revenue actually received less an administrative fee of no more than 10 percent to cover collections, serving and administrative costs, among others.Notwithstanding the foregoing, NATOMX shall be entitled to withhold from any Payments due hereunder any amounts it is required by law to withhold in respect of any withholding tax at the maximum rate for such withholding, unless it is provided with an exemption from such withholding tax in respect of such Payment. To the extent that amounts are so withheld by NATOMX, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Publisher.
- Notwithstanding the foregoing, you acknowledge and agree that your entitlement to Payments under this Agreement is expressly conditioned upon your satisfaction and continued compliance with the qualifications set forth above as well as the terms and conditions of this Agreement. If at any time during the term of this Agreement, you fail to satisfy the qualifications and/or the terms and conditions of this Agreement and/or any part thereof, any amounts otherwise payable to you during the period of such failure will be deemed unearned and will not accrue to your account.
- We will grant you access to an online reporting tool to view traffic activity and estimated Payments generated from your Application via the NATOMX However, you acknowledge and agree that said tool provides a non-binding estimate only, and that the final and binding information for the activity generated via the NATOMX SDK through your Application shall be separately provided to you by NATOMX (the “Periodic Report”). You acknowledge and agree that the Periodic Report shall be the definitive record according to which the Payment(s) shall be calculated and that the Payment(s) shall be calculated solely based on records maintained by NATOMX.
- You acknowledge and agree that NATOMX shall have the right in its sole discretion to credit, adjust or discount Payments to you based on its sole and absolute determination of quality of the traffic or source (i.e. – if not generated from countries supported by NATOMX) generated via the Application and the NATOMX SDK or due to cancellations and/or returns and to offset future Payments to you based on such credits, adjustments or discounts.
- You further acknowledge and agree that NATOMX shall have no obligation to issue any Payment(s) to you if NATOMX has not received remittance from the relevant merchant of all monies due from it to In the event of such non-payments or bad debts, NATOMX reserves the right to offset future Payment(s) to you or invoice you for such amount owed in its sole discretion. Your recourse for any such adjustment due to non-payment shall be to contact NATOMX in writing explaining your claims regarding the Payment(s).
- Subject to your continued compliance with all the terms and conditions of this Agreement, NATOMX will issue the Payment for the Net Revenues actually received during the previous month, 60 days after the last day of that month, subject to a minimum payment of US$100, or such other minimum payment as NATOMX may establish (the “Minimum Payment”). Account balances of less than the Minimum Payment will remain in your account until a balance of the Minimum Payment is met.
- NATOMX will pay you any amounts due to you under this Agreement via wire transfer or PayPal, at its sole and absolute discretion. You acknowledge and agree that you will bear all commissions imposed on such transfers and that all such commissions shall be deducted from the funds transferred to you and considered as having been paid to you. All Payment(s) due under this Agreement shall be made in U.S. Dollars, Euros, GBP or other currency, as applicable.
- NATOMX reserves the right to suspend, withhold or adjust any Payment to you in the event of any suspected or actual violation of the terms and conditions of this Agreement or any part thereof, as may be amended from time, and in particular, NATOMX reserves the right to suspend, withhold or adjust any Payment based on any amounts which result from clicks generated by any person, robot, automated program or similar device in violation of the terms and conditions of this Agreement, as shall be reasonably determined by NATOMX, including without limitation any valid clicks intermingled with invalid clicks. You agree to forfeit and/ or have offset any payments made which are determined by the sole and absolute discretion of NATOMX to have been generated by you or from your Application via the NATOMX SDK in violation of the terms and conditions of this Agreement.
- You agree to pay all applicable taxes, including any applicable value added tax (VAT) or other similar taxes, imposed by any government entity in connection with your engagement in this Agreement. You are solely responsible for providing and maintaining accurate contact and payment information with You agree to provide us with any payment and/or tax information reasonably requested by us for the purposes of transferring any Payment(s) due to you under this Agreement; in the event that such information shall not be dully provided, NATOMX reserves the rights to suspend or withhold any Payment(s) due to you hereunder, until such information is duly provided.
- Any questions or claims by you regarding any charges or payments must be raised with us in writing within 30 days after the date of transfer of the Periodic Report to you, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted by you in writing within 30 days from the date of transfer of the Periodic Report to you.
8. Terms Applicable to the NATOMX SDK and the Content
- From time to time, we will send you updates to the NATOMX SDK, which you undertake to immediately integrate into your Application. All such updates will be sent to you via the email address you have provided us as part of your contact details. It is your responsibility to ensure receipt of said updates and to monitor that the NATOMX SDK integrated into your Application is at all times updated.
- We may, for any period of time, suspend the use of the NATOMX SDK, in whole or in part, to (a) undertake any routine or emergency maintenance; (b) to maintain the security and/or integrity of our network, hardware, other technology or associated systems or those of our suppliers; (c) any unusual increase in traffic or decrease of the quality of traffic on your Application; or (d) the actual or alleged violation by you of the terms and conditions of this Agreement, or any part thereof.
- You acknowledge and agree that we may modify, update or remove the features or functionality of the NATOMX SDK and/or the Content and/or any part thereof, at any time. Additionally, we reserve the right to terminate your access and use of the Content, with or without notice, for any reason or for no reason, in our sole and absolute discretion.
- We reserve the right, in our sole and absolute discretion, to change all or any part of these terms and conditions and/or other policies or guidelines related to the SDK NATOMX, including, but not limited to prohibiting certain Application content, changing the basis of compensation and/or changing the payment schedule.
- We may make such changes at any time and with immediate effect, by posting on our website or emailing such changes or updates. It is your responsibility to check our website or email for changes or updates to the terms and conditions of this Agreement.
- If you do not agree with a change or update to the terms and conditions of this Agreement, your sole and exclusive remedy is to remove the SDK NATOMX from your Application and terminate this Agreement. Your continued use of the SDK NATOMX will constitute your acceptance of the then-current terms and conditions.
9. Prohibited Activities
You agree that you will not (and will not permit or encourage any other person or company to) engage in any of the following activities, directly or indirectly:
- Copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivate works of the NATOMX SDK or ay part thereof, including all information, materials, content and services deriving therefore and/or in conjunction therewith.
- Remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed or contained within or accessed in conjunction with or through the NATOMX
- Artificially inflate traffic counts using any robot, automated program or similar device or other means (including manual), or permit, allow or encourage anyone else to do so.
- Integrate the NATOMX SDK into advertisements, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms, guestbooks or similar venues;
- Integrate the NATOMX SDK in a manner which is misleading to any user, obscuring or partly obscuring its content from any user’s view;
- Click on, or provide users of your Application or any other party any incentive or encouragement to click on the content provided via the NATOMX SDK;
- Disparage NATOMX, Advertisers or participants in the Content, or otherwise make statements or take actions that would or might harm the business of NATOMX or otherwise be detrimental to its interests;
- Send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise in connection with the NATOMX SDK or Content;
- Display the Content on any page within your Application that also includes or features: (a) unlawful, defamatory, threatening, pornographic, or otherwise objectionable material of any kind or nature, (b) any material that encourages conduct that could constitute a criminal offense, or (c) that infringes or violates the intellectual property rights or rights of publicity or proprietary rights of others;
- Use the NATOMX SDK in a manner prohibited by law or in violation of any contractual provisions by which you are bound;
- Use the NATOMX SDK or the Content in a manner not specifically authorized by this Agreement;
- Overwrite a URL in a web browser by any means with any program related link or URL without the consent or actions of the
10.Service Data and Analytics Tools
- You understand and agree that NATOMX, its affiliates and third parties may utilize cookies, web beacons, pixel tags or other analogous technologies on or in connection with the NATOMX SDK and/or the Content for the purpose of collecting, retaining and using data and information from you and from the end-users in connection with the use of the NATOMX SDK and/or the Content (collectively “Service Data”).
- You agree that as between the parties hereto, NATOMX is the sole owner of the Service Data and that NATOMX may use and share such data as its sees fit, including, without limitation for the purpose of providing and analyzing the use of the NATOMX SDK and/or the Content and delivery of targeted advertising. Without limiting the foregoing, you understand and agree that NATOMX may share Service Data with third parties, such as actual or prospective advertisers, third-party service providers and other business partners, in connection with the operation of the NATOMX NATOMX may use, disclose and commercially exploit such anonymous or aggregated data and information (including the Service Data) in any manner without restriction, and may transfer and sublicense such rights.
- Since NATOMX sources ads from Advertisers, you agree that such Advertisers include their own collection and analysis tools in the content provided through the NATOMX SDK.
- You further understand and agree that NATOMX, its affiliates and third parties may use analytics tools such as Google Analytics to collect information in the form of various usage and user metrics, and may combine this information with other information they have collected from other sources. Many of these companies collect and use information under their own privacy policies.
- In addition, you acknowledge that we may permit certain third party companies to help us tailor advertising that we think may be of interest to you based on your use of the Application and/or third party applications. These third parties may place or recognize a unique cookie on your device, and may record information to these cookies based upon your activities on the Application and on third party applications. Each of these companies uses this cookie information according to their own privacy and security policies. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt- out as indicated below. Please note that this does not opt you out of being delivered advertising, and that you will continue to receive generic ads.
You may view a list of other third party service providers who collect information, and/or opt- o u t o f s u c h c o l l e c t i o n o f i n f o r m a t i o n a b o u t y o u b y v i s i t i n g : http://www.networkadvertising.org/choices/ or http://aboutads.info/choices/.
11. Your Information
- You grant NATOMX and our affiliates the right, as far as required for the proper execution of this agreement, to transmit, process and maintain the personal and business information that you provide to NATOMX, to use such information for our business purposes, and share such information with selected third parties, including, but not limited to, our agents, advisors and other representatives for our business purposes.
- You agree and consent to our (a) sending you emails relating to the NATOMX SDK and/or this Agreement from time to time; (b) monitoring, recording, using and disclosing information about your Application and visitors to your Application that we obtain in connection with the integration of the NATOMX SDK into your Application; and (c) monitoring, crawling, and otherwise investigating your Application to verify compliance with this Agreement.
- In addition to the foregoing, you agree that on each page within your Application that displays Content, you will provide clear, meaningful, and prominent links that will take your visitors directly to (a) your Application’s private policy, and (b) to the Digital Advertising Alliance’s opt-out page, currently located at aboutads.info/choices.
- You understand and agree that you are solely responsible for any failure to comply with the requirements of this Section 12.
You hereby agree to defend, indemnify and hold NATOMX, our affiliates and Advertisers and each of their respective shareholders, directors, officers, employees, contractors and licensors (“Indemnified Parties”) harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees and costs, that the Indemnified Parties may suffer as a result of: (a) claims that arise from or relate to the NATOMX SDK and/or the Content or any NATOMX service; (b) any breach by you of these terms and conditions or of any representation made by you or obligations entered by you hereunder; (c) any claim or violation of a third party’s privacy rights, or any third party claim relating to your Application or any content hereon, including any claim of infringement or misappropriation of another Application’s intellectual property or proprietary rights. You shall not enter into any settlement or admit any fault or liability that affects any Indemnified Party without that Indemnified Party’s prior written consent.
14. Warranty Disclaimer
YOU EXPRESSLY AGREE THAT YOUR USE OF THE NATOMX SDK IS AT YOUR OWN RISK. THE NATOMX SDK AND ALL CONTENT PROVIDED THEREFROM AND RELATED MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE. NEITHER NATOMX NOR ANY OF ITS AFFILIATES, AGENTS OF ADVERTISERS MAKES ANY WARRANTY, CONDITION OR REPRESENTATION WHATSOEVER REGARDING THE NATOMX SDK AND/ OR THE CONTENT PROVIDED THEREFROM OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION THEREWITH. NATOMX HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, (1) AS TO THE AVAILABILITY, ACCURACY OR COMPATIBILITY OF THE NATOMX SDK INCLUDING THE CONTENT PROVIDED THEREFROM, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION THEREWITH, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY THE NATOMX SDK, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, AND (2) ANY WARRANTIES OF TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
15. Liability Limitations
- ANY LIABILITY OF NATOMX OR ANY OF ITS AFFILIATES, AGENTS OR ADVERTISERS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE BEEN PAID BY NATOMX IN ACCORDANCE WITH THIS AGREEMENT IN THE TWO (2) MONTHS PERIOD IMMEDIATELY PRIOR TO THE LIABILITY
- IN NO EVENT SHALL NATOMX OR ANY OF ITS AFFILIATES, AGENTS OR ADVERTISERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE PROGRAM OR ANY BREACH OR ERROR BY NATOMX OR ITS AFFILIATES, AGENT OR ADVERTISERS, WHETHER OR NOT NATOMX HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES.
- THIS LIMITATION OF SUCH DAMAGES SHALL APPLY WHETHER OR NOT NATOMX IS ABLE TO CORRECT ANY PROBLEM OR ERROR, AND WHETHER OR NOT NATOMX HAS BREACHED ANY WARRANTY OR OBLIGATION, OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY OTHER REMEDY, IT BEING THE INTENTION OF THE PARTIES TO ALLOCATE THE RISK OF SUCH DAMAGES AS PROVIDED HEREIN IN ALL CIRCUMSTANCES AND YOU ACKNOWLEDGE THAT NATOMX WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THIS LIMITATION ON SUCH
16. Term and Termination
- This Agreement and your use of the NATOMX SDK will commence upon our acceptance of your Registration, your satisfaction of the qualifications described above, and your agreement and continued compliance with the terms and conditions hereof and will end when terminated by either you or us pursuant to the provisions herein (the “Term”).
- If you are dissatisfied with the NATOMX SDK, any of the terms and conditions of this Agreement or with any changes thereto, your sole and exclusive remedy is to remove the NATOMX SDK from your Application and terminate your engagement in this Agreement by giving us written notice.
- Effect of Termination
- Upon termination of this Agreement, whether by you or us, you may, except as otherwise provided herein, receive Payments owed to you up to the effective date of termination.
- In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and you shall immediately cease use of the NATOMX SDK and any service related thereto granted
- Sections 5, 7 through 11, 13 through 16, and 19 through 21 shall survive the termination of this
- We may give general notices to participating Publishers by postings on our website (using commercially reasonable efforts to notify you via email of any such postings), and you agree to be bound
- Notices specific to you will be sent, if possible, by electronic mail to the email address on file or otherwise by registered postal mail or courier service. Any such notice shall be deemed received by you and effective (i) on the date that NATOMX sent the notice via email; or (ii) upon receipt of a delivery confirmation if sent by post or courier.
18. Force Majeure
We shall have no liability to you under this Agreement if we are prevented from, or delayed in performing, our obligations or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of NATOMX or any other party), failure of the internet, a utility service, communications network or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of place of work or machinery, fire, flood, storm or default of suppliers or subcontractors.
19. Confidential Information
- You agree not to disclose or share with any third party any confidential or proprietary materials or information regarding NATOMX’s or its affiliate’s or Advertiser’s business affairs that you may have received or had access to by reason of your engagement herein, the nature of which is confidential or proprietary (the “Confidential Information”). The Confidential Information does not include information which is or subsequently becomes available to the general public other than through the breach of this Agreement or other undertaking or is already known to you before disclosure, as can be proven by written evidence.
- You agree to protect the Confidential Information with the same degree of care as you would apply to your own information of a similar nature, but in no event less than reasonable care.
- You agree that you will not make any use of any Confidential Information other than as strictly necessary for the purpose of the performance of this
- You acknowledge that the Confidential Information is the sole and exclusive property of NATOMX or of its affiliates or
- Upon termination of this Agreement, you shall return or, at our option, destroy all Confidential Information and all copies thereof, provided however that your nondisclosure and duty of care obligations with respect to our Confidential Information shall survive.
20. Jurisdiction and Dispute Resolution
- The Parties agree and confirm that all matters relating to the validity, interpretation, implementation and enforcement of this Agreement, and the rights, duties and obligations of the Parties pursuant hereto, will be governed solely by the laws of Cyprus, even if, under the rules relating to the conflict of laws which apply in Cyprus it could be held that another law governs; and that the competent courts of Nicosia, Cyprus will be the exclusive forum and will have sole jurisdiction over all matters pertaining to this
- By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. To the fullest extent permitted by applicable law, no arbitration or dispute related to this Agreement or to the terms and conditions herewith will be joined to an arbitration or other legal action involving any other party subject to any equivalent or similar terms or otherwise using the NATOMX SDK or other NATOMX product or service, whether through class arbitration proceedings or otherwise.
- No arbitration proceeding or other legal action may be commenced regarding any disputes arising out of, relating to or connected with the terms and conditions herein more than one (1) year after the date that the alleged breach or other grounds for dispute originally occurred.
21. General Provisions
- You acknowledge and agree that you are operating as an independent contractor and are not a partner, franchisee, agent, employee or joint venture of NATOMX or any of its affiliates. This is not an exclusive relationship or agreement. NATOMX reserves the right to use its products and/or services itself and/or to provide them to other parties, even if such other use would be competitive to your Application or other business activities.
- Any failure by either party to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right.
- Neither the course of conduct nor trade practices shall act to modify any provision of this Agreement.
- This Agreement, including any and all annexes, as may be amended from time to time by NATOMX or with its specific written approval, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.
- You shall not assign or sub-contract or purport to assign or sub-contract this Agreement or any of your rights or obligations hereunder without our prior written consent. We may assign or sub-contract this Agreement or any of our rights or obligations contained herein.
- If any term or condition of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other term or condition all of which shall remain in full force and effect.