TERMS AND CONDITIONS

PUBLISHING AGREEMENT


i. goviral ApS, Company CVR/VAT: 25903315, a company incorporated in and according to the laws of Denmark whose registered office is at Studiestraede, 19, 1455 Copenhagen K, Denmark


And


ii. "The Publisher"


PLEASE READ THESE TERMS AND CONDITIONS THOROUGHLY, BEFORE ACCEPTING THE PUBLISHING AGREEMENT. BY ACCEPTING THE PUBLISHING AGREEMENT YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO SOME OF THE TERMS AND CONDITIONS, PLEASE DO NOT CONTINUE AND PLEASE CONTACT US IMMEDIATELY TO INFORM US OF ANY QUERIES YOU HAVE.


1. WHEREAS


  1. goviral has developed and operates a service "goviral network", which allows the owner of a website (a publisher) to earn money by allowing advertising content on to one or several websites.
  2. In order to use the service, the Publisher accepts the conditions of this Agreement and becomes authorised as a goviral network publisher.
  3. This Agreement shall come into force when accepted by the Publisher and shall remain in effect until terminated by either party. To participate in the goviral network program, the Publisher must be accepted by goviral with the websites the Publisher wishes to be registered.i.This Agreement shall come into force when accepted by the Publisher and shall remain in effect until terminated by either party. To participate in the goviral network program, the Publisher must be accepted by goviral with the websites the Publisher wishes to be registered.
  4. The Publisher warrants that the information furnished to goviral about himself and his website is correct and complete. If the Publisher is a registered company goviral must be provided with the Publisher's full registered name, company registration number, registered office and VAT number.

2. DEFINITIONS


  1. "goviral network" is a service owned and operated by goviral (www.goviral.com) which the Publisher can join in order to use the service
  2. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement
  3. "Campaigns" is a collective term for branded material or content provided by goviral. Each campaign involves a target amount of views, an available commercial budget and one or more target territories.
  4. "View" means any person who clicks on the play button of a live video content campaign placed on the Publisher's website.
  5. "Play" means any person who interacts with a live game campaign placed on the Publishers website
  6. "View Through" means a view where a user has watched the content all the way through to the end of the content.
  7. "Live Campaign" means a campaign that has not yet reached its country targets and still has commercial budget available.
  8. "Target Territory" is a country that is included in the campaign brief with a separate target.i."Target Territory" is a country that is included in the campaign brief with a separate target.
  9. "Artificial Traffic" is a collective term for invalid clicks in to a campaign which may originate, for example and without limitation, from automatic openings, spiders, robots, script generators, clicks which are not generated by a browser.i."Artificial Traffic" is a collective term for invalid clicks in to a campaign which may originate, for example and without limitation, from automatic openings, spiders, robots, script generators, clicks which are not generated by a browser.
  10. "Website Network" is a term used to describe a group of more than one website, owned, managed or controlled by the same person.
  11. "Site" is a term used to describe a website, also called "web page", "web site", "property", "other websites", "web site page".
  12. Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.

3. THE SERVICE


  1. Subject to the approval of goviral that holds the Service in question, the Publisher is allowed to place content on its website (or websites).
  2. Any campaign may be amended or terminated at any time. Information about the campaign as well as changes in the conditions for remuneration to Publishers will be available through goviral network or via email.
  3. goviral reserves the right to modify, amend or change the goviral network service on a 24 hour notice to the Publisher. The Publisher will be notified of all such changes by e-mail. If the Publisher does not accept the changes the Publisher must no later than upon goviral's implementation of the modification, amendment or change (as the case may be), cease to use the service and delete all material provided by goviral. Any payments which are validly owed to the Publisher will be paid by goviral within 90 days of such termination.

4. CAMPAIGN EXECUTION AND ACCEPTANCE OF METERIAL


  1. Campaigns are suggested to the Publisher by goviral's Publishing team via e-mail notification or by phone, or directly on goviralnetwork.com where the Publisher, once approved by goviral's Publishing department, can collect advertising content through a self-service system, and publish it on its website(s)
  2. For each campaign the publisher will have access to information about the campaign on its goviral network interface: on the advertising material itself, targeted countries, the offered remuneration for publishing the content, and the remaining funds allocated as Publishing budget
  3. The publisher is responsible for securing that implementation and tracking works upon launch. Only when goviral has confirmed this by showing views in the system can you be sure tracking works and views are counted.
  4. goviral is editorially responsible for suggesting campaign material that is a fit to the context and nature of the Publishers website.
  5. A campaign can be terminated from the Publisher at any time, unless the Publisher and goviral have a signed a specific agreement setting obligations on volumes of delivery and / or specific Campaign period.

5. OBLIGATIONS OF GOVIRAL


  1. goviral is solely and at all times responsible for commercial content delivered to the Publisher.
  2. goviral undertakes to monitor and register the Views generated by the Publisher's website(s) to live campaigns, in accordance with the service provided by goviral.
  3. goviral reserves the right to refuse partnership to any applicant at any time in its sole discretion and to investigate any activity that violates this agreement.
  4. Each goviral company (including goviral APS) undertakes all the obligations and has all the rights of goviral set out herein unless otherwise stated, but limited always to the country or geographical area for which each goviral company is responsible. The Company undertakes in each instance to deal with the relevant goviral company i.e., to the goviral company situated in the country or geographical area for which it is responsible.
  5. goviral warrants:
    1. That it has the right to publish the content contained in any Campaigns supplied by goviral;
    2. The Campaigns will not infringe or misappropriate any third party's intellectual property or third party's privacy or publicity rights;
    3. That content supplied from goviral will comply with all applicable laws during the term of this Publishing Agreement.

6. OBLIGATIONS OF THE PUBLISHER


  1. The Publisher is solely and at all times responsible for their 'website and its contents' and shall ensure that they at all times conform to applicable laws. The 'website and its contents' refer to all material, maintenance, operation and to the proper implementation of campaigns in accordance to goviral's current publishing user manual.
  2. The Publisher must not in any way generate or contribute to generating Artificial Traffic.
  3. The Publisher may not knowingly violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws.
  4. The 'website and its contents' does not knowingly include any 'virus' or other destructive programming or device that could impair or injure any data, computer system or software;
  5. The 'website and its contents' does not knowingly violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;
  6. The 'website and its contents' does not knowingly contain content originated by or on behalf of the site Publisher that is defamatory, violates any rights of privacy or publicity or constitutes a misrepresentation;
  7. The 'website and its contents' of the site originated by or on behalf of the site Publisher does not and will not knowingly infringe any Intellectual Property Rights or other proprietary rights;
  8. The 'website and its contents' and the site do not knowingly engage in, promote or facilitate activities such as pirating, hacking or any other activities which are illegal under the law in the EU and the country the publisher is based in.
  9. In respect of unlawful activity or content contributed to the site without the Publisher's knowledge or awareness of its unlawfulness, the Publisher operates a "notice and takedown" policy that complies with applicable law (currently the Electronic Commerce (EC Directive) Regulations 2002).
  10. The Publisher must notify goviral immediately of any known or suspected improper or wrongful use of Campaign material, website or of goviral's services in any way whatsoever.
  11. The publisher acknowledges that violation of this agreement will allow goviral to pursue any and all applicable legal remedies, including the possible suspension of their account and/or termination of this agreement

7. RENUMERATION


  1. The conditions of remuneration for each Campaign are published in goviral network and shall apply at all times. The Publisher therefore agrees to "self-billing", which means that goviral will create the invoice on behalf of the Publisher. VAT (if applicable) is added to the remuneration.
  2. goviral operates, unless otherwise stated in a separate agreement, on a cost per interaction, where the publisher will be paid per valid views of a live campaign by a user in one of the target territories of the given campaign. goviral will pay the publisher the equivalent to the total number of valid views when the campaign has ended.
  3. Payments will be made at the end of each calendar month to all completed campaigns.
  4. Payments to the Publisher will be made via PayPal or bank transfer. The publisher is responsible for providing and maintaining accurate payment information associated with their account details.
  5. The Publisher is responsible for the payment of all tax on any payments made to him by goviral.
  6. In the event that the agreement is terminated, goviral will pay out all outstanding revenue earned by the publisher immediately.
  7. goviral reserves no right to agency or other related fees.
  8. Payment will only be made if, two months prior to the payment date, the Publisher is due an amount of at least 50 Euro per goviral Company or account who is a part of this agreement. An amount due of less than 50 Euro will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least 50 Euro is due two months prior to that payment date. All payments are calculated upon the total Views generated up to the end of two months prior to the month of payment. Accumulated amounts do not accrue any interest.
  9. Payment will be calculated solely based on the records maintained by goviral's analytics platform. Should the publisher wish to dispute any payment made to them, they must notify goviral in writing within 15 days of any such payment. Failure to do so will result in a waiver by the publisher of any such claim.

8. CONFIDENTIALITY


  1. goviral's 'Confidential Information' means any technical, commercial, financial, marketing, business or any other data, know-how, trade-secrets, inside knowledge and other information of any nature given by one Party (the 'disclosing party') to the other party (the 'receiving party') or any members of its network. This includes but is not limited to:
  2. The Payment procedure, amount or method offered to the publisher.
  3. Any part of the statistical data provided to the publisher to access goviral's management system including the tracking system and analytics platform.
  4. The self service system enabling Publishers to pick campaign material themselves and access information about Campaigns
  5. The Publisher agrees not to use the confidential information or any part of it to
  6. Develop or market any product which is similar or competes with any product to which the confidential information relates
  7. Decompile, disassemble or reverse engineer any software to which the confidential information relates
  8. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (a) independently developed without access to the other party's Confidential Information, as evidenced in writing; (b) rightfully received by recipient from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.
  9. Each party agrees not to disclose or make available the Confidential Information or any part thereof to any other person other than an authorized person. And shall notify the disclosing party immediately if it becomes aware to the receiving party that confidential information has been disclosed to anyone who is not an authorized person.

9. DURATION AND TERMINATION


  1. Terminating the agreement does not exempt any of the parties from the agreement about confidentiality.
  2. Termination for Breach. This Publishing Agreement may be terminated by either party on five days (5) days prior written notice to the other party if the other party breaches any material obligation hereunder and such breach is not cured within such five (5) day period.

10. INFORMATION RIGHTS


  1. The Publisher agrees that goviral may use all information the Publisher provides to them. goviral may use non-personally-identifiable information about the Publisher including but not limited to site URLs and site-specific statistics for the purpose of enabling campaigns to feature on the publisher's site(s).

11. PUBLICITY


  1. Both parties agree to allow the use of each other's name, logo, trademarks, service marks, domain names and other brand features so long as it is in accordance with this agreement. This is including but not limited to use in reports, customer lists, website pages, presentations and marketing materials.

12. LIMITATION OF LIABILITY


13. Nothing in this Agreement shall exclude or limit either party's liability for (i) fraud; (ii) death or personal injury caused by its negligence (as defined in section 1 of the Unfair Contract Terms Act 1977); (iii) any breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or (iv) any liability which cannot be excluded by law.


  1. Subject to clause 6.1, Neither party shall have any liability for any of the following loss or damage (whether such loss or damage was foreseeable, known or otherwise): (i) loss of revenue; (ii) loss of actual or anticipated profits (including loss of profits on contracts); (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of reputation; (ix) loss or corruption of, or damage to, data, systems or programs; (x) interruptions in the accessibility to the service; (xi) defects in the security system or viruses or other harmful components or for any damage caused by viruses or components to the service, the Publisher's software and/or the Publishers website provided however, provided that either party has taken reasonable measures to prevent viruses and other harmful software components. This includes as a minimum to at all times have updated virus protection and fire walls in place (xii) any error in the implementation of the content on the Publisher's website or (xiii) any indirect or consequential loss or damage howsoever caused.
  2. Subject to clause 6.1, the total liability of goviral shall in no circumstances exceed a sum equal to 125% of the fees payable under this Agreement.

13. INDEMNITY


  1. The Publisher shall indemnify goviral against any liabilities, proceedings, costs, damages, losses or expenses incurred by goviral arising from the contents of the Publisher's website (including any advertising on the Publisher's website in breach of any obligations it may have to other advertisers) or any incorrect information given to goviral by the Publisher, any other breach of this Agreement or any other negligent or wrongful act of the Publisher, including without limitation the Publisher's improper, negligent or unauthorised use of goviral's service.

14. DISPUTES


  1. If one of the parties involved severely violates the obligations in this Agreement, and that violation is not corrected within 14 days after a written demand hereabout is received, the violated part can seek legal action in accordance to Danish Law.
  2. This Agreement is under Danish law. Any disagreements rising as a result of this cooperation should be attempted solved by negotiation. Should the parties not be able to solve the dispute themselves, it is to be settled after Danish law - either by the Danish Maritime and Commercial Court or settle the dispute by arbitration by the "Det Danske Voldgiftsinstitut".

15. TERMINATION


  1. goviral may at any time, in its sole discretion, terminate all or part of this Agreement, or suspend or terminate the participation of any Website in all or part for any reason.
  2. You may stop displaying goviral campaigns with or without cause at any time by removing the goviral embed code or similar programming from your websites.
  3. In addition, goviral reserves the right to terminate without notice any account that has not generated a sufficient number of views, plays, clicks or valid impressions of content (in each case as measured by goviral) for a period of 6 (six) months or more.

16. PUBLICITY


  1. You agree that goviral may use your website name and logo in presentations, marketing materials, customer lists, financial reports, web site listings of customers.

17. NO WARRANTY


  1. goviral makes no warranty, express or implied, including without limitation with respect to advertising, content, games, widgets, video and other services and expressly disclaims the warranties or conditions of noninfringement, merchantability and fitness for any particular purpose.