IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ATTEMPT TO USE OR ACCESS THE PROGRAM, INCLUDING THE PUBLISHER PORTAL, ANY OF OUR CONTENT AND ADVERTISING, OR VIDEO WIDGETS.
BLINKX MAY MODIFY THIS AGREEMENT AT ANY TIME IN OUR DISCRETION BY POSTING A NEW VERSION OF THIS AGREEMENT ON OUR SITE AT WWW.GRAB-MEDIA.COM ("SITE"). WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY YOU OF SUCH CHANGES, WHICH MAY INCLUDE PUTTING A NOTICE ON THE SITE. YOUR USE OF OUR PROGRAM THEREAFTER SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH REVISED TERMS.
1. blinkx VideoAdvantage Program Registration.
To participate in the Program, you must register online with Us at the Site and create a unique, password-protected account ("Account"). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that blinkx has the right, in its sole and exclusive discretion, to accept or reject Your participation in the blinkx Program.
2. Your Rights.
Subject to Your compliance with this Agreement, You have a limited, revocable, non-sublicensable, non-exclusive right to access and use the Program to (a) access, display, and perform our Content; and (b) to post our Program video widgets to Your website so that your website visitors ("Users") may access our Content. "Content" includes, any and all images, designs, graphics, logos, marks, audio files, video, data, material and information posted, linked to or otherwise made available by blinkx on or through the Program video widgets. We reserve the right to revoke this license at any time in Our sole discretion. Upon termination of this Agreement or termination of Your Account, Your rights to the Program shall immediately cease.
3. Conduct and Prohibited Uses.
You agree that You will not, and You will not permit Your Users or other third parties to: (a) alter, modify, reverse engineer, decompile or seek to derive the computer code of the publisher portal, video widgets, or any other aspect of the Program, (b) view or use our Content without the Program video widgets, (c) make only partial use of the code provided by the Program, (d) attempt to delete any advertising material from the Content, (e) modify or alter the Content; or (f) remove, conceal or obliterate any copyright or other proprietary notice or attribution on the Program video widgets or in the Content.
You agree that You are responsible for Your own conduct and content while enrolled in the Program and for any consequences thereof. You agree to only use the Program for purposes that are legal, proper and in accordance with this Agreement, and any applicable policies or guidelines. By way of example, and not as a limitation, You agree not to use, link or associate the Program with any website or material that:
- contains sexual content, sexually suggestive or pornographic material;
- is exploitive of any person under the age of 18;
- is abusive, grossly offensive or contains bigotry, prejudice, racism, hatred or gratuitous profanity;
- promotes any illegal activity, including drug use or violence;
- is defamatory, libelous, invasive of personal privacy, false or likely to damage the reputation of blinkx or its Content Owners;
- contains hacking or cracking content;
- contains gambling or casino-related content;
- contains excessive, repetitive, or irrelevant keywords in the content or code of the web pages;
- contains information on the sales or promotion of weapons or ammunition;
- contains information on the sales or promotion of beer, alcohol, tobacco or tobacco-related products, prescription drugs, products that are replicas or imitations of designer goods, term papers or student essays, or any other content that infringes on the legal rights of others;
For purposes of this Agreement, "Content Owners" means the lawful owners of the Content.
blinkx will pay You 50% of the Net Revenues (as defined below) of all advertising revenue generated from the Content on the Program video widgets, if any, and deducting any applicable VAT, sales, or other tax, recognized by blinkx and attributable to advertisements displayed in the Program video widgets. Payments will be made Net 30 from collections of the Net Revenue. "Net Revenue" shall mean total advertising revenue recognized by Us from the sale of advertisements less costs in connection with the sale and display of such advertising (including, without limitation, sales commissions, revenue share for content providers, ad serving costs, video streaming costs, and other expenses and fees) and refunds, rebates, chargebacks, claw backs from advertisers, etc.
A. We will handle all accounting arrangements and provide You with an online summary of the activity on Your Program video widgets.
B. You will be paid when You have earned more than the minimum amount, which is not less than $50.00. Your balance will carry forward until such time as you have a balance greater than the minimum amount. blinkx reserves the right to terminate this Agreement if your account does not meet the minimum payment amount during any six (6) months period (an "Inactive Account").
C. No payments will be made for an Inactive Account and balances therein are permanently forfeited.
D. NOTE: BLINKX CANNOT MAKE ANY PAYMENTS TO YOU UNLESS WE HAVE RECEIVED FROM YOU A VALIDLY EXECUTED COPY OF A W8 OR W9.
E. Revenue will be calculated based on traffic audits from blinkx's central server. Our traffic audits will be the sole source of audience traffic measurement for billing purposes. Some ads may be shown by a third party server, in which case blinkx may need to rely on the third party server's traffic audits as the sole source of audience traffic measurement for billing purposes.
F. You agree not to use, or allow the use of, any deceptive, incentivized, mechanical, computerized or other artificial means of increasing the number of users, impressions,
page views, click-throughs or any other measure of your traffic.
Impressions of advertisements associated with Content must result from genuine User interest. Impressions that are generated through prohibited means or intended to artificially increase impression counts, are considered impression fraud or invalid impressions. We strictly prohibit any method used to artificially generate impressions and may closely monitor activity. These prohibited methods include, but are not limited to, hidden or unreadable content, repeated manual clicks or impressions, using robots, automated click and impression generating tools, third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf, traffic exchange, and click-exchange programs, or any deceptive software. Impressions deemed to be invalid will not be included in your earnings. blinkx has the right to make a determination of invalid impressions in its sole discretion. You may play content in a non-production mode to test such content, but this will not constitute an impression requiring payment from blinkx. Failure to comply with this policy may lead to Your account being disabled and forfeiture of any amounts due to You.
In order to ensure a good experience for Users and advertisers, You may not request that Users click the ads on Your site or rely on deceptive implementation methods to obtain clicks. You also:
- May not encourage users to click the Program video widgets by using phrases such as "support us", "watch this video so we make money", or any other similar language. You may give users instructional advice on how to view video Content if You have reason to believe Your users do not know how to play video, or that video Content is available;
- May not direct user attention to the Program video widgets via arrows or other graphical gimmicks;
- May not place misleading images alongside individual assets or feeds;
- May not promote sites displaying Content through unsolicited mass emails or unwanted advertisements on third-party websites;
- May not compensate users for viewing video Content or promise compensation to a third party for such behavior;
- May not serve our content in any advertisement network, or re-sell our content to any third party without blinkx's written agreement;
- May not place misleading labels above or around the Program video widgets;
- May not place elements on a page in a manner that obscures any portion of the ads that run with Content;
- May not place Content on pages published solely and specifically for the purpose of showing ads, whether or not the page content is relevant;
- May not place, or serve our Content within a pop-up or pop-under;
- May not place Content in a location where it cannot be physically viewed on Your site (for example, You may not put the Program video widgets on Your site by attaching it to a single hidden pixel); or
- May not distribute adware, malware, or other similar software;
- May not place more than one video player set to auto-start per web page, whether that video player is provided by blinkx or other video providers;
- May not place video widgets set to auto-start below the fold of the webpage such that the video player is not visible in the browser window upon page load.
5. blinkx Rights.
Except as expressly granted herein, all other rights, title, and interest in and to the Program, the Program video widgets, the Content, and the Program publisher portal, are retained by blinkx and Our respective Content Owners.
6. Ownership of Data.
All data collected by blinkx or advertisers through the Program video widgets or otherwise from Your web site will be the property of blinkx or the advertiser, as the case may be, and You will have no rights in or to such data. You hereby acknowledge that information, graphics, and infrastructure provided by blinkx are the sole property of blinkx and may not be used without its prior written consent.
7. Successors and Assigns.
This Agreement shall be binding on You and Your successors and assigns. You may assign this Agreement in connection with an assignment, sale or other conveyance of Your web site; provided, however, in connection with such assignment, You must provide us with written notice no less than ten (10) business days prior to assignment and the assignee must load new unique blinkx supplied programming code on each page of the web in which advertising is run in order to identify the new owner for tax reporting purposes.
8. Term and Termination.
IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THIS AGREEMENT, WE MAY DISABLE ANY PROGRAM VIDEO WIDGETS FROM APPEARING ON YOUR SITE, DISABLE YOUR ACCOUNT, AND/OR NOT PAY YOU FOR IMPRESSIONS DEEMED TO BE INVALID. BLINKX MAY RESTRICT, SUSPEND OR TERMINATE YOUR OR YOUR USER'S ACCESS TO THE PROGRAM AND TO ANY OF OUR CONTENT AT ANY TIME WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR TO YOUR USERS. BLINKX MAY MODIFY THE PROGRAM OR CONTENT AT ANY TIME IN ANY MANNER IN OUR SOLE DISCRETION.
You agree to cooperate fully with blinkx to investigate any suspected or actual activity that is in breach of this Agreement. blinkx may, as applicable, withhold payment, notify Your bank, the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if blinkx, in its sole discretion: (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Agreement or any policies or rules established by blinkx; or (ii) suspects that Your actions may be illegal or cause liability.
You will not disclose or use blinkx's Confidential Information. "Confidential Information" means any information disclosed or made available to You by blinkx, directly or indirectly, whether in writing, orally or visually, other than information that: (a) is or becomes publicly known and generally available other than through Your action or inaction or (b) was already in your possession (as documented by written records) without confidentiality restrictions before you received it from blinkx. Confidential Information includes but is not limited to software, technology, services, algorithms, search engines and search indices, programs, specifications, materials, trade secrets, finances, this Agreement, and other performance metrics and any other technical or programming information blinkx discloses or makes available to you.
You hereby agree to indemnify, defend and hold blinkx and Our Content Owners, and their respective officers, directors, employees and agents harmless, from and against any and all claims, liabilities, losses, costs and expenses (including attorneys' fees) incurred by them in connection with Your or Your User's (a) use or misuse of the Program video widgets or Content, (b) website or business, (c) breach of this Agreement, and/or (d) violation of any law or the rights of a third party.
12. Warranties and Warranty Disclaimer.
You represent and warrant that all data and information on Your website or that You otherwise associate with our Content and any information that you submit or make available to others during Your participation in the Program (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not violate any contract or order to which You are subject; and (iii) does not violate any laws or regulations. Your participation in the Program is at Your sole discretion and risk. The Program, and all materials, information, products and services included therein, are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. BLINKX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PROGRAM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE, THE RESULTS YOU WILL OBTAIN THROUGH THE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION REGARDING THE AMOUNT OF MONEY YOU WILL EARN THROUGH THE PROGRAM, OR ANY WARRANTY OF CONTINUOUS, UNINTERRIPTED OR ERROR FREE OPERATION. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF YOUR ACCOUNT AND THE PROGRAM, AND TERMINATE THIS AGREEMENT.
13. Limitation of Liability.
YOU EXPRESSLY AGREE TO THE FOLLOWING LIMIT OF LIABILITY. BLINKX WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT, EVEN IF BLINKX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLINKX WILL NOT BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF ANY AMOUNT THAT BLINKX ALREADY PAID YOU DURING THE 6 MONTHS PRIOR TO THE TIME THAT THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
This Agreement constitutes the entire agreement between You and Us regarding the Program, the publisher portal, video widgets, and Content. This Agreement will be governed by the laws of California, excluding its conflicts of laws principles. Any dispute or claim between You and blinkx, will be adjudicated in the state or federal courts in San Francisco, California. Any claim against blinkx arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. You agree to file any claim or cause of action against blinkx within one (1) year of the date that the claim or cause of action arises, or such claim or cause of action shall thereafter be barred and/or waived. This is the entire agreement between You and blinkx with regard to the subject matter covered herein and any other terms and agreements (whether verbal, written, or both) are superseded. A party can only waive rights granted under this Agreement by executing a written waiver signed by a duly authorized representative. No other action or inaction will constitute a waiver. The parties are independent contractors. This Agreement does not form any joint venture, partnership, agency or employment relationship. Except for your indemnity obligations, there are no third party beneficiaries to this Agreement. You may not assign, resell, or delegate this Agreement or any of your rights or duties under this Agreement, even if you sell or transfer Your website. Any attempted assignment, resale or delegation will be void. blinkx may assign this Agreement or delegate its responsibilities without your consent. Upon assignment, blinkx will have no further obligation or liability under this Agreement.
Last Updated: August 7, 2013