1. Purpose– Bidoven Pvt Ltd shall display Advertiser’s ads at Bidoven Pvt Ltd’s publishers websites, applications or any other digital platform (the “Services”). You hereby grant to Bidoven Pvt Ltd a non-exclusive, worldwide, royalty-free license to reproduce, distribute, display, edit, modify, enhance and otherwise use the Advertisements (including any trademarks therein) in connection with Bidoven Pvt Ltd’s provision of the Service, including, without limitation, copying and distributing Advertisements to Consumers, on applications and websites, and to third party service providers.

2. Definitions–“Advertising Material” means codes, links, graphics, text, sound, video, images, logos or other content used as, or as part of, an advertisement, solicitation or offer provided by the Advertiser through Publisher to the end users.

“Code” – a software code which enables Bidoven Pvt Ltd to track the different performance models such as CPC, CPM, CPL, CPA and etc.

“Website” means any website, minisite, webpage or landing page used by an Advertiser

3. Payment– Advertiser shall pay to Bidoven Pvt Ltd based on the rate determined above and monthly reports issued by Bidoven Pvt Ltd.

If the Code is not recording tracking data properly and Advertiser is receiving user traffic but transactions are not being recorded, or if Advertiser fails to timely comply with its reporting obligations, Bidoven Pvt Ltd shall calculate the payment due to Bidoven Pvt Ltd, and debit Advertiser’s account for such payments based upon an historical analysis of Adveriser’s account. If there is not enough performance data for Advertiser’s account to make such analysis, Bidoven Pvt Ltd shall calculate the payments due to it hereunder based upon a performance average for all advertisers for the period under review. The calculation in both cases will include the amount of traffic (impressions& clicks ) that were sent to the Advertiser.

4. Payment Terms– Monthly payments, Net +15 days from the Invoice date, bank wire. All wire fees should be covered by the advertiser. All overdue payments shall accrue monthly interest at the rate of 2%. The payment should be transferred only in USD unless specify different in the insertion orther. 

Despite anything to the contrary herein, in the event that Advertiser consumes services from Bidoven Pvt Ltd in an amount equals to USD 10,000, the Advertiser shall pay its entire debt to Bidoven Pvt Ltd without any delay, otherwise Bidoven Pvt Ltd will be entitled to immediately cease the providing of its services hereunder, until Advertiser’s entire debt is paid.

5. Reports– The performance of Bidoven Pvt Ltd services will be counted by Bidoven Pvt Ltd and will be available to the Advertiser on a daily basis via Bidoven Pvt Ltd’s online back office. 

6. Cancellation Period– Both parties may cancel this agreement via email with a 3 business day notice. Advertisers will stop paying for ad display after 3 days following such notice.

7. Undertakings– Advertiser undertakes and covenants that (i) it will not modify the Code or make any use of it in any way without prior written consent from Bidoven Pvt Ltd; (ii) it is and will be solely responsible for the Advertising Material and Website; (iii) it shall make every effort to uphold the highest ethical and commercial standards, and comply with all applicable laws in the Geography.

8. Representations– Advertiser represents, warrants, and covenants as follows (i) it is the owner or is licensed on the date hereof and during the entire period of the Campaign to use, and allow Bidoven Pvt Ltd to use hereunder, the entire contents and subject matter contained in the Website and/or any Advertising Materials; (ii) the Website and/or any Advertising Material is free of any virus, malware, spyware, Trojan horse warm program or the like or other program that could damage computer equipment or software; and (iii) the Website and/or any Advertising Materials does not violate any law or regulation governing false or deceptive advertising, racism, porn, violence, gambling, or trade disparagement; (iv) the Website and/or any Advertising Materials does not contain any misrepresentations or content that is defamatory or violates any rights of privacy or any 3rd party rights; (v) the Website and/or any Advertising Materials does not contain or promote any child pornography, criminal activity, software piracy, violence, or other illegal activity or link to such contents; (vi) the Website and/or any Advertising Materials does not and will not infringe any 3rd party’s trade secret, patent, design or copyright or any other rights; (vii) to comply with any law regarding its activity hereunder, including regarding internet advertising (viii) it is aware that the Code is operating through different tracking technologies; (ix) neither the Website nor Advertising Materials include auto updates which install any program that is not disclosed therein at any time during or after presentation of the Website or Advertising Material by Bidoven Pvt Ltd and up to 24 months thereafter.

9. The Code– Advertiser (i) agrees to comply with the Code integration and maintenance requirements as notified to it by Bidoven Pvt Ltd from time to time; (ii) undertakes that the Advertising Material shall be in a service compatible format, as such format may be established by Bidoven Pvt Ltd from time to time. 

10. Disclaimer– EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY ACCURACY OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY REPRESENTATIONS OR WARRANTIES REGARDING THE EFFECIANCY AMOUNT OF PAYMENTS OR CONVERSIONS UNDER THE AGREEMENT. 

ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH ADVERTISER. 

11. Indemnification– Advertiser agrees to indemnify, defend and hold Bidoven Pvt Ltd and its officers, directors, agents, publishers and employees harmless against any and all expenses, damages, actions, claims, liabilities and losses of any kind (including reasonable attorney’s fees and costs) incurred in connection with any claim arising from or related to the Advertising Material or an active or alleged breach of Advertiser’s foregoing representations and warranties.

12. Limitation of Liability– IN NO EVENT AND UNDER ANY LEGAL CAUSE OR TEORY SHALL Bidoven Pvt Ltd’S TOTAL LIABLILITY TO THE ADVERTISER FOR ANY CLAIM(S) OR DAMAGE(S) SHALL EXCEED THE NET AMOUNT EARNED BY Bidoven Pvt Ltd HEREUNDER FOR PERFORMING THE CAMPEIGN IN WHICH THE ALEEGED DAMAGED OCCURRED.

SAVE FOR BREACH OF THE UNDERTAKINGS OR REPRESENTAIONS ABOVE OR ANY OF THEM, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR FOR ANY LOSS PROFITS OR REVENUES (WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY) IN ANY WAY RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Bidoven Pvt Ltd’S services and software are provided “as is” and “as available” and Bidoven Pvt Ltd disclaims all warranties of any kind, whether express or implied, including without limitation advertiser ability, fitness for a particular purpose, non-infringement of third party rights, correctness, accuracy, or reliability.  Bidoven Pvt Ltd shall not be liable for the acts or omissions of the Advertiser or content provider, the Advertising Material, or the content of any advertisement, web site or web page. In the event that Bidoven Pvt Ltd fails to display any advertisements in accordance with this IO (or in the event of any other failure, technical or otherwise), the sole liability of Bidoven Pvt Ltd and exclusive remedy of Advertiser shall be limited to either a refund for the advertisement campaign or placement of “make-good” advertising within 30 days from the end of the Campaign as specified in this IO, at the election of Bidoven Pvt Ltd. However, Bidoven Pvt Ltd shall have no liability for (i) any failure or delay in delays of the Advertising Materials resulting from conditions beyond Bidoven Pvt Ltd control, including the availability or intactness of the advertisement platform used by Bidoven Pvt Ltd; (ii) any failure to provide reference or access to all or any part of the advertising due to systems failures or other technological failures of Bidoven Pvt Ltd or of the Internet; (iii) delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a participating site, difficulties with a third-party server, or electronic malfunction; or (iv) errors in content or omissions in any creative or advertising materials provided by Advertiser.

13. Confidentiality– Neither party shall release any non-public information regarding this IO, or such party’s relationship with the other party or Bidoven Pvt Ltd’s participating sites/publishers, which shall be Bidoven Pvt Ltd’s confidential information, including, without limitation, in press releases, promotional or merchandising materials, without the prior consent of the other party.

Each party may provide the other party with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement, or that the receiving party had in its possession prior to the date of this Agreement as can be evidenced by written records created prior to the disclosure thereof.

14. Non-Circumvention– During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any publisher or other party with which Bidoven Pvt Ltd has placed the Advertising Material through the Bidoven Pvt Ltd network, or directly or indirectly solicit or induce such party to do business directly with the Advertiser.  Advertiser understands and agrees that this prohibition is a key consideration and inducement for Bidoven Pvt Ltd to enter into this Agreement with Advertiser, and to provide the services hereunder.

15. Non-Solicitation– The Parties acknowledge that the other Party is not an employment agency and that each Party’s services are provided at great expense to the Party.  Each Party agrees that during the term of this Agreement and for a period of one (1) year immediately following the date that such Party last performs any services for the other Party, that such Party shall not, directly or indirectly, for itself or on behalf of any firm, person, corporation or other entity, whether as principal, agent, employee, shareholder, partner, member, officer, director, or otherwise, solicit, participate in or promote the solicitation of any of the other Party’s personnel to leave the other Party’s employ, and will not in any event hire or engage, whether as an employee, independent contractor, or otherwise, any of the other Party’s Personnel.  Each Party acknowledges that it would be difficult to ascertain the damages that would be caused to the other if a Party violates this provision, therefore, each Party agrees to pay the other, as liquidated damages and not as a penalty, an amount equal to one (1) year salary for each of said personnel, for each violation of this provision by such Party.

16. General– Any amendment or modification to this Agreement must be made in writing and signed by a duly authorized representative of each party.  Any failure to enforce a provision of this Agreement will not constitute a waiver of such party’s right to subsequently enforce such provision or any other term of this Agreement.   This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.  In the event that any provision of this Agreement is determined by a court to be invalid, such determination shall not affect the validity of any of the other provisions hereof, which shall remain in full force and effect and shall be construed so as to be valid under applicable law.  This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings between the parties with respect to such subject matter.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.