General Terms and Conditions Aim4Media

These General Conditions are applicable to al offers, proposals, Agreements entered into or concluded between you as a Member and Aim4Media.

Article 1 Definitions
In these General Conditions the following definitions are being used, singular as well as plural.
1.1 General Conditions: these general terms and conditions, irrespective of the form in which these general terms and conditions are presented to the Member. 
1.2 Aim4Media: the private company Aim4Media, having its registered offices in Wadenoijen, the Netherlands.
1.3 Member: the party which owns (a) website(s) and with whom Aim4Media has entered into an Agreement. 
1.4 Services: all activities which are subject to any offer, proposal or Agreement including, if necessary, the software delivered by Aim4Media for the use of these Services.
1.5 Agreement: the agreement entered into between Aim4Media and the Member concerning the use of the Member�s website for the benefit of Advertisers.
1.6 Advertisers: each party that enters into an agreement with Aim4Media concerning the use of the Members� websites for, among other things, displaying its banner ads, buttons, pop-ups and/or paid downloads and the registration of e-mails. 
1.7 Material: all material submitted or made available by the Member including � but not limited to � text, sounds, data, photos and images � on (all pages of) its website(s).
1.8 Inventory: all locations on the Members� website(s) where ads delivered by aim4media are displayed.

Article 2 General
2.1 Aim4Media explicitly rejects the applicability of any general (purchase) conditions used by the Member.
2.2 All offers by Aim4Media shall be without any obligation unless explicitly otherwise stated in writing.
2.3 All offers are valid for the period as mentioned in the offer concerned. If no period is mentioned, the offer will be valid for fourteen (14) days after the day on which the offer was submitted.
2.4 An Agreement shall have been concluded as soon as the Member, after its online registration, receives a confirmation e-mail of Aim4Media and the Member accepts the General Conditions.

Article 3 Representation
The Member grants Aim4media the non-exclusive rights to represent the Member to (potential) Advertisers. 

Article 4 General obligations of the Member
4.1 The Member will at all times timely and completely provide Aim4Media with all information required by Aim4Media and necessary for the delivery of the Services.
4.2 The Member will not use the Services for illegal purposes or contrary to these General Conditions and the specific rules for the Service concerned.
4.3 The Member will not use the Services in any manner that could damage, disable or impair the Services.
4.4 The Member will not submit or make available any Material nor will it make a link to any third parties� website on which material is made available that is: unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, fraudulent, indecent, vulgar, obscene, libellous, that may be invasive of another's privacy, hateful, racially, ethnically, in any way connected with (child) pornography sex, contains anything which infringes the intellectual property rights of a third party or is otherwise objectionable. 
4.5 The Member will not in any way be engaged in spamming, indiscriminate advertising or unsolicited commercial e-mail.
4.6 The Member will not in any way be concerned, directly or indirectly, in fraudulent traffic. Fraudulent traffic includes, but is not limited to, using scripts or other devices to artificially inflate traffic counts, encouraging users to click on a banner or pop-under via points, inserting the code as stated in article 5 on any page that automatically reloads or forwards to another page without interaction from the visitor of the website or on pages not visible to the general public or other reward system, auto-spawning of multiple browsers and automatic redirects. Aim4media is entitled to employ a number of audit checks to verify the validity of the Member�s traffic.

Article 5 Obligations concerning ads 
5.1 In case the Services include the display of any ads of Advertisers, the Member agrees to insert the required code provided by Aim4Media for displaying these ads on its website(s). Aim4Media reserves the right to verify the correct placement of its code by any means.
5.2 The ads of Advertisers must be placed on the Member�s website so that they will easily be noticeable to any visitor of the website. 
5.3 The ads must be placed according to the guidelines provided by Aim4media, unless otherwise agreed and confirmed by e-mail by Aim4Media. 
5.4 The Member may not place any ads on forums and/or chat sites.
5.5 The Member may only insert the code once per page.
5.6 The Member is not allowed to make any changes in the codes provided by Aim4Media.
5.7 Aim4media does not guarantee that it will be able to fill 100% of Member's Inventory with ads. In no case will Aim4media be liable for payment on unsold Inventory.

Article 6 Rights Aim4Media 
6.1 Aim4Media reserves the right, in its sole discretion, to refuse to enter into an Agreement with any party for any reason whatsoever without liability.
6.2 Aim4Media reserves the rights to withhold any payment as stated in article 7 and/or to restrict or terminate the Member�s account, in case Aim4Media is of the opinion, in its sole discretion, that the Member fails to fulfil any obligation arising out of these General Conditions and/or the Agreement without prior notice or liability.
6.3 Aim4Media reserves the right to modify these General Conditions or an Agreement at any time. The modification will be published in the Member�s account and the Member will also be notified by e-mail two weeks before any changes become effective. 

Article 7 Payment
7.1 Aim4media will provide Member every month with a report in which the results are stated including the amount Aim4Media has to pay to the Member.
7.2 The standard payment term is 30 days.
7.3 All payments will be made in euros or US Dollars. 
7.4 Aim4media is not liable for payments to Members, which payments it was unable to collect from the relevant Advertisers. 
7.5 Payment transaction fees, campaign referral fees, ad serving fees (if applicable) and bad debt fees will be deducted from gross publisher proceeds. Banking costs are deducted from the monthly earnings. 
7.6 No payments will be issued by Aim4Media to a Member in case the amount due is less than $ 50, unless prior arrangements have been made.

Article 8 Intellectual Property
8.1 All intellectual property rights in the Services remain with and vest in Aim4Media and-or its suppliers. 
8.2 The Member will only obtain a non-exclusive and non-transferable license for the use of the Services for the execution of the Agreement.
8.3 The Member will never disclose, copy or make available to third parties (any part of) the Services, without Aim4Media´s prior written consent.

Article 9 Warranty
9.1 The Services are provided on an �as is� and �as available� basis. 
9.2 Aim4Media does not make and hereby expressly disclaims all warranties, express or implied, with respect to any matter whatsoever in any way relating to the Member�s use of the Services, including, but not limited to, any warranty that the Services shall be error free, can be used uninterrupted, do not infringe the intellectual property rights of third parties or that certain (financial) results will be achieved by using the Services. 

Article 10 Liability and indemnification
10.1 In no event shall Aim4Media, its affiliates, directors, agents or any other party involved in creating, producing, or delivering of the Services, be liable for any damages whatsoever occasioned or suffered by the Member, including, but not limited to, any direct and indirect damages, arising out of or related to the use, inability to use, unauthorised use, non-performance of the Services.
10.2 The Member will not be entitled to any damages during service outages that are caused by Aim4Media�s maintenance on the technology that underlies the Services, computer viruses and any other cause beyond Aim4Media�s reasonable control.
10.3 The Member indemnifies and holds harmless Aim4Media against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) of third parties in any way related to Member�s failure to fulfil any obligation arising out of these General Conditions and/or the Agreement.

Article 11 Confidentiality
11.1 Parties undertake to observe strict confidentiality with regard to all confidential information they receive from each other. They shall also impose the aforementioned obligation on their employees as well as to third parties who have been employed by them in connection with the Agreement. 
11.2 Information will only be regarded as confidential if one of the parties explicitly marks such information as confidential.

Article 12 Termination
12.1 Unless explicitly stipulated otherwise, an Agreements have an initial term of 12 (twelve) months. After the initial term, the Agreement will automatically be renewed for an other term of 12 (twelve) months, unless the Member terminates the Agreement in writing (e.g. by e-mail) ultimately one month before the end of the term concerned.
12.2 Aim4Media is entitled to terminate the Agreement in writing (e.g. by e-mail) at any time for any reason whatsoever without prior notice or liability. 
12.3 Upon termination notice, the Member agrees to immediately remove the code as stated in article 5 from its website(s). 
12.4 The Member agrees that it will not within 2 years after termination of the Agreement, directly or indirectly, without the prior written consent of Aim4Media approach, contact or in any way enter into an agreement with any Advertiser.

Article 13 Miscellaneous.
13.1 If any provision of these General Conditions is determined to be (partly) invalid or unenforceable, then such invalidity or unenforceability shall not have any effect on any other provision of these General Conditions, all of which shall remain in full force and effect.
13.2 These General Conditions are governed by the laws of the Netherlands. The district court in Amsterdam has the exclusive jurisdiction regarding any and all disputes relating to these General Conditions.


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