MBS INFO SOLUTION ADVERTISER INSERTION ORDER
The following terms and conditions in this agreement, along with any additional documents issued in the process are the governing elements for your participation as a member “Advertiser” of the MBS Info Solution Advertiser program. By signing this agreement the Advertiser agrees to be bound by all the specified terms and conditions below which are to be amended occasionally by MBS Info Solution.
1.1 “Client” refers to a client of MBS Info Solution.
1.2 “Offer” refers to a marketing offer published by MBS Info Solution on the Advertiser Platform, setting up an advertising offer on behalf of a Client may be necessary in some cases, and it may contain additional terms either by the client or MBS Info Solution.
1.3 “MBS Info Solution Policies” means:
(a) the MBS Info Solution Electronic Mail Policy,
(b) the MBS Info Solution Advertiser program Policy, and © the MBS Info Solution Acceptable Use Policy which may be amended occasionally and published sent to Advertiser or published on Advertiser Platform.
1.4 Website for the Advertiser Program operated by MBS Info Solution and situated at http://mbsi.affise.com.
1.5 “Sub‐‐‐Advertiser” means an independent third party working with the Advertiser.
2. The Program
2.1 MBS Info Solution will give permission to Advertiser to participate in the Program as long as they remain compliant with the terms and conditions noted in this Agreement and in any additional policies or amendments established by MBS Info Solution in the future or from time to time, or incorporated by reference in this Agreement.
2.2 The Advertiser will be given a personal username and password to access the Advertiser Platform, neither of which may be used by or given to any person other than the Advertiser.
2.3 The Advertiser is allowed to include Sub‐Advertisers to distribute Offers in accordance with the Program, as long as:
- a) The Advertiser implements an Advertiser ID in the Advertiser platform to track the results sent by the Sub‐Advertisers.
- b) The proposed Sub‐‐‐Advertiser agrees in satisfaction to all the terms and conditions in this Agreement, along with any other policies issued by MBS Info Solution, and specifically in regards to the Sub‐Advertiser provisions mentioned in this agreement including occasional amendments to the agreement from time to time.
- c) The Advertiser never engages a Sub‐Advertiser that in the opinion of MBS Info Solution will cause harm to the MBS Info Solution brand and reputation or is likely considered unsuitable.
2.4 Any breach of this agreement by a Sub‐‐‐Advertiser will be deemed a breach by the Advertiser, making the Advertiser responsible for any consequences.
2.5 The Advertiser will not use the approach of Forensic for the measurement of fraud. In order to detect such fraudulent cases, MBS Info Solution needs data like retention rates etc. to substantiate these cases, especially “SDKs’ screen shots” from app developers.
2.6 MBS Info Solution may, on its own reasonable discretion, analyze, confirm, or check any registration information provided by the Advertiser for accuracy and reasons. If at any point MBS Info Solution determines the information provided by the Advertiser to be misleading, inaccurate or false, MBS Info Solution can deny, restrict, or remove the Advertiser’s account, access, and of any other benefits given to the Advertiser in the Advertiser Platform and program. Additionally MBS Info Solution may also withhold any payment that may be due to the Advertiser up to a reasonable amount.
2.7 Other than as mentioned in section 2, Advertiser is not allowed to lease, sell, rent, resell or, service any offer, and any attempt to do so will results in breach of this agreement.
2.8 The policies, specifications, and/or recommendations by MBS Info Solution in respect to Advertiser websites, marketing strategies, or any other matter should not be regarded as legal advice or guideline that the Advertiser websites, and marketing strategies is in compliance with law. MBS Info Solution does not warrant that these policies, specifications, and/or recommendations are legally compliant or appropriate. MBS Info Solution does not assume any responsibility and disclaims any liability for the use or reliance on these policies, specifications, and/or recommendations by the Advertiser as long as its representatives and/or employees do not act with intent or gross negligence or cause personal injury or death.
2.9 MBS Info Solution’s Participation in the distribution of offers in the Advertiser platform is not an endorsement by MBS Info Solution of any client. MBS Info Solution is a neutral host and operator of the offers program. MBS Info Solution is only liable or responsible for the acts, agreements or promises of any client or Advertiser using the MBS Info Solution services as long as the client respectively Advertiser fulfils an obligation of MBS Info Solution and is not acting with intent or gross negligence; in all other cases MBS Info Solution is not liable or responsible for such acts.
3. TAXATION AND FISCAL RESIDENCE
Upon entering this agreement with MBS Info Solution, Advertiser specifically agrees to assist MBS Info Solution in determining what taxation will be applicable regarding the revenues. Advertisers will
specifically demonstrate, in a manner deemed sufficient by MBS Info Solution, that they are either
under the obligation to pay tax in India or that they are proven to be exempt from taxation in India. MBS Info Solution will demand documents that demonstrate that the company and beneficiaries of the Advertiser (in the case of companies) or the individual trading as Advertiser are not subject to Indian tax laws. Failure to provide the required documents will lead to deductions on the payouts or MBS Info Solution withholding revenues.
4.1 Offers will be fetched by Advertiser Platform.
4.2 MBS Info Solution is granted a non‐‐‐exclusive, limited, and amendable right to access offers from Advertiser, and MBS Info Solution is able to publish the offers on the MBS Info Solution website/platform. All this must be done in accordance to this agreement and any other terms or conditions by MBS Info Solution as amended occasionally, and in accordance to the specific offers in use.
4.3 The Advertiser must not change, alter, modify, or misrepresent any offer provided; this includes and is not limited to the text or images provided by or on behalf of the client or MBS Info Solution without being permitted in written consent by MBS Info Solution, whereas an Email is sufficient.
4.4 It is the responsibility of the MBS Info Solution to frequently check the Advertiser platform for any modifications or changes to the offers that the Advertiser is running with MBS Info Solution.
5.1 MBS Info Solution will get the Advertiser payout that will be calculated in accordance to the payment terms mentioned in the Advertising platform.
5.2 In accordance with the Advertiser request, MBS Info Solution agrees to send its performance reports within the first 21 days after the end of the reporting month. In case such reports are not sent within the stated period of time all leads will be considered as valid and paid in full size. In the case of a delay on the source of the offer the detailed report will be provided by MBS Info Solution ASAP and the Advertiser partner will be informed accordingly and will prolonged the deadline accordingly.
5.3 To reduce administrative costs, the parties agree that Advertiser shall not be required to make any payment to the MBS Info Solution until such time that the commission owed to the Advertiser equals or exceeds USD 100,00 (one hundred US‐Dollars).
5.4 Payments to MBS Info Solution by Advertiser will not accumulate interest.
5.5 The payment to the MBS Info Solution will be made on the basis of records kept by Advertiser in the Advertisers platform and as audited by the client occasionally.
5.6 Payment Term: monthly Net30 or decided by Account Manager.
6.1 In case that an Advertiser or a sub‐‐‐Advertiser has participated or engaged in any activity that MBS Info Solution finds to be fraudulent or harmful to the MBS Info Solution brand and reputation, or causes any disrepute with clients, potential clients, or the general public. If the Advertiser or sub‐Advertiser has indeed engaged in activities which are considered fraudulent, MBS Info Solution can but is not obligated to:
(a) remove or suspend the Advertiser’s membership in the Advertiser program, without any prior alert
(b) release the information relating to the Advertiser’s identity and location to any third party if required
to enforce the MBS Info Solution terms and conditions.
6.2 In the case of removal or suspension of the Advertiser from the Advertiser program in accordance to this agreement, any payments due as specified by the terms of this agreement will be paid at the time of removal or suspension to MBS Info Solution immediately.
6.3 For the purposes of this agreement, activities that are considered fraudulent include but are not limited to:
a) An activity by an Advertiser or anyone associated with the Advertiser by law that may be directly or in‐
directly be aimed or intended to increase or inflate the payout to the Advertiser by MBS Info Solution;
b) the generation of results or leads using incentivized traffic when forbidden by the MBS Info Solution;
c) the generation of results or leads by methods or tools other than the ones approved by MBS Info Solution;
d) an activity by an Advertiser or anyone associated with the Advertiser by law which is not in accordance with the Advertiser program; and
e) any activity that the client deems in its sole discretion to be fraudulent.
6.4 MBS Info Solution is allowed at any point of the agreement to audit the Advertiser to determine the Advertiser’s compliance with law and this agreement, hence, the Advertiser agrees to provide reasonable information upon request from MBS Info Solution to carry out its investigation for compliance with law and this agreement.
7. Covenants, Representations and Warranties
7.1 The Advertiser warrants that:
a) Advertiser is authorized and capable to enter and abide by this agreement; Advertiser respectively the Advertiser’s director or other legal representative is of at least 18 years of age;
b) No pending legal claims, actions or threats pending or due against the Advertiser that it is aware of
will affect the realization of this Agreement;
c) None of the websites associated with the Advertiser directly or indirectly contains false or deceptive advertising or any machine readable code such as but not limited to virus, Trojan horse or other self‐executing program;
d) The websites associated with the Advertiser directly or indirectly are reputable and are in compliance
with laws applicable in the jurisdiction in which the Advertiser is situated or also where the Advertiser is conducting business or markets offers;
e) Advertiser is legally allowed and authorized to use, display, or distribute all content copyrighted material, products and services appearing in its website or websites associated with the Advertiser
directly or indirectly; and
f) Advertiser is not currently involved in any agreement or business relation that may inflict with this
7.2 The Advertiser convents and agrees that:
a) Advertiser will always and at all times be in compliance with laws applicable in the jurisdiction in
which the Advertiser is situated or also where the Advertiser is conducting business or markets offers.
b) Advertiser will in no way be involved in or enter any agreement or business relationship which might incur damage to this agreement in the opinion of MBS Info Solution.
c) Advertiser will always and at all times be in compliance with this agreement, and with MBS Info Solution policies as updated, modified or replaced by MBS Info Solution occasionally.
d) Advertiser will not allow or permit any person associated with the Advertiser to use any third party
trade name or trade mark without a written consent from MBS Info Solution.
e) Advertiser will not publish in any website or send any content, or link to any content, or otherwise
participate or condemn any practice that is deemed by MBS Info Solution as deceitful, offensive, pornographic, violent, abusive, prejudicial or illegal, on any other that may or is likely to harm the MBS Info Solution brand and reputation.
f) Advertiser will always comply with the terms and conditions of any agreement or policy specific to
any offer the Advertiser is using.
g) Advertiser will comply with all online marketing laws and regulations and Tele Media Act as amended or replaced from time to time.
h) Advertiser is not allowed to alter, modify, change, conceal, or cause inactive any tags, links, pixels, or any data, content and/or information provided to the Advertiser by MBS Info Solution.
k) Advertiser will not frame or mirror any content hosted by the client without written consent from
MBS Info Solution.
l) Advertiser will periodically provide MBS Info Solution with a valid and current telephone number, a
valid electronic mail address, any other necessary identification and/or financial information deemed
reasonable required by MBS Info Solution.
8. Disclosure of Information
8.1 Unless it is permitted, and expressed in writing by MBS Info Solution, the Advertiser covenants and
a) To use the confidential information solely for purposed mentioned in this agreement
b) That this confidential information will not at any point be disclosed or provided to any third party
Advertiser, agent, sub‐‐‐Advertiser, or employee of the Advertiser without the written consent of MBS Info Solution.
8.2 In the case of termination of this agreement or if requested by MBS Info Solution, the Advertiser agrees to deliver any and all notes, data, records, reports, or any other material containing confidential information recorded or written relating to MBS Info Solution and in the possession of the Advertiser or any party associated with the Advertiser directly or indirectly.
8.3 The Advertiser acknowledges and agrees that:
a) The provisions of this section are essential to the agreement and the inducement to enter to this
b) That the breach of this section causing any harm to MBS Info Solution or resulting in damages is
not allowed, and in the case of such breach MBS Info Solution is entitled to seek under this agreement or other right accruing from this agreement or otherwise in law or equity, relief against the Advertiser without need to prove actual damages incurred.
c) In spite of any other provision of this agreement, this section will stand even in case of termination
of the agreement in any case.
9. Disclaimer and Limitation of Liabilities
9.1 MBS Info Solution claims all conditions and warranties, representations and guarantees with respect to any matter whether expressed or implied (including and not limited to any warranty of profitability, quality satisfaction, fitness for any particular, title and non‐‐‐ infringement).
9.2 Insofar as any Party is responsible on account of intent or gross negligence, in case of personal injury or death or where expressly stated in this Agreement or if it is subject to mandatory liability by law, or if it furnishes a guarantee, it shall have unlimited liability.
9.3 In any other case the liability of MBS Info Solution is limited to the payout of the last three months in prior to the event that causes a damage.
9.4 Insofar as claims to damages exist against MBS Info Solution, its employees, agents or vicarious agents on account of negligence, such claims shall become time‐‐‐barred two years after they arose provided the claiming party had positive knowledge of such claim.
10.1 MBS Info Solution can and may terminate this agreement after a 48 hours’ notice to the Advertiser, and the Advertiser can and may terminate this agreement after a 48 hours’ notice to MBS Info Solution.
10.2 In spite of termination to this agreement, the Advertiser agrees to remain bound by certain sections of this agreement as specified in the according sections.
11.1 The Agreement will be enforced and interpreted in accordance with the laws and regulations of India. The Advertiser agrees to the sole jurisdiction of the supreme court of Delhi, India with respect to any conflict that may arise during or after this agreement, as long as the Advertiser is not acting as a consumer.
11.2 Any information or noticed written and delivered by MBS Info Solution via electronic mail or through the MBS Info Solution postal address will be considered to have been received on the date on which it has been transmitted.
11.3 In the case that any of the sections of this agreement is deemed enforceable or in conflict with the court’s jurisdiction, the remainder of the agreement will remain valid and applicable and will continue to be forced.
11.4 This agreement will remain in the benefit of and be binding upon the respective successors and assigns of both MBS Info Solution and the Advertiser.
11.5 This agreement is to be considered as the entire agreement between MBS Info Solution and the Advertiser in spite of any previous negotiations, representations, or agreements communicated orally or written.
11.6 In spite of any other provision of this agreement, this section will stand even in case of termination of the agreement in any case.