Publisher Terms & Conditions

 

FOR THE PROVISION OF SERVICES TO PUBLISHERS IN THE EXIT BEE NETWORK

 

  1. GENERAL 

 

THESE GENERAL TERMS AND CONDITIONS (HEREINAFTER THE “ PUBLISHERS TERMS & CONDITIONS” OR “TERMS & CONDITIONS” OR “T&Cs) SET FORTH THE LEGALLY BINDING TERMS BETWEEN PUBLISHERS PARTICIPATING IN THE EXIT BEE PUBLISHER NETWORK (HEREINAFTER THE “PUBLISHERS” OR ‘YOU’, “YOURS”) AND THE COMPANY UNDER THE BRAND NAME “EXIT BEE LTD, Company no o. 9745414,VATGB223938304, Shelton Street 71-75, Covent Gαrden, London WC2h 9JQ (HEREINAFTER THE “COMPANY” OR “EXIT BEE”, OR “WE”, OR “US”) FOR THE PROVISION OF ADVERTISING SERVICES DESCRIBED TO HEREIN AND COLLECTIVELY WITH THE DATA PROCESSING TERMS & CONDITIONS BETWEEN THE PARTIES, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND US (HEREINAFTER THE “AGREEMENT”). 

 

PLEASE READ THE FOLLOWING CAREFULLY. BY ELECTING TO PARTICIPATE IN THE EXIT BEE PUBLISHER NETWORK (OR CONTINUED PARTICIPATION AFTER ANY UPDATE TO ANY PART OF THE TERMS & CONDITIONS YOU, AS “PUBLISHER,” REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN  THE AGREEMENT AS AND PERTAINING TO “PUBLISHER” AND YOU ARE AND WILL BE BOUND BY THIS AGREEMENT. IF YOU REPRESENT A PUBLISHER OR OTHER ENTITY THAT IS THE “PUBLISHER” FOR THE PURPOSE OF THIS AGREEMENT (HEREINAFTER “AUTHORISED USER” AND/OR “PUBLISHER’S REPRESENTATIVE(S)”), YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF SUCH PUBLISHER OR ENTITY.

 

 More precisely these Terms & Conditions set forth the terms and conditions under which: 

  1. Publisher shall place a code snippet provided by Exit Bee (the “Snippet”) on the Website or Websites participating in the Exit Bee Publisher Network (hereinafter the “Website(s)) and shall permit Exit Bee to utilize functionality and information provided by the Snippet in order to present (“the Presentation”): (i) content owned by or licensed to Publisher (the “Publisher Content”) and (ii) content supplied by third parties advertisers (“Exit Bee Content”) in image, video or other form including advertising content, to the Website’s Users/Visitors (“Visitors” and/or “Users”), collectively hereinafter “Advertising Content”); 
  2. Exit Bee shall share with Publisher the revenues that Exit Bee receives from third-party advertisers (“Advertisers”) as compensation for the Presentation of Advertising Content to Visitors of the Publisher’s Website or Websites. Exit Bee’s Presentation of Advertising Content via use of the Snippet and the Exit Bees’ s Platform (hereinafter the “Platform”) at the exit of Publisher’s Website is referred to herein as the “Service.” 

 

In case You disagree with any term herein or with all the T&Cs as a whole, You should not place the Snippet on your website, not login to the Platform and make any use of either the Platforms functions and/or the Service. Any time You place the Snippet on your website or login to the Platform and make any use out it and the Service You, confirm, via Your Authorized Users that You unconditionally accept these T&Cs and be bound by them. 

 

We reserve the right to amend, modify, renew, delete, add or restrict unilaterally (a) these Terms and Conditions in whole or in part; (b) the Service; (c) the Technical Specifications of the Platform (hereinafter referred to as the “Changes”) in Our sole discretion and / or when any amendment, as above, is required by law, possibly without Your prior notice or consent, nevertheless within the context of the business ethics and limits set forth by law. The Company undertakes the obligation to inform You for any changes with any appropriate means, definitely with a prominent notice when the Authorized Users enter the Platform. Any changes will be effective from the date of their posting. It is clarified that any change to these Terms and Conditions does not cover any of Your use of the Platform and the Service prior to any Change. Should You wish clarifications or information regarding the Changes, or in case they have any dispute, reservation or enquiry related to Changes, prior to any action in the Platform, they should contact the Customer Service Department of our Company at the following e-mail address: . Any action, use or transaction made by You via Your Authorized Users) on the Platform, including the use of the Service itself, following the Changes, is considered to be an unconditional acceptance by You thereof.

 

It should be noted that any information / clarification granted by our Customer Service Department regarding the Terms and Conditions or any change to them, does not constitute a replacement, substitution or any modification of these T&Cs, as they are provided solely for the purpose of assistance.

 

The Company reserves the right at any time, without providing any justification and without prior notice to You to cancel, suspend or terminate the operation of the Service, to revoke or customize the Platform, or certain features of the Platform and the Service. You are solely and exclusively responsible and liable with regard to the use of the Platform and the Service by Your Authorized Users. 

 

BY ACCEPTING THESE TERMS AND CONDITIONS IN ACCORDANCE WITH THE ABOVEMENTIONED, AUTHORISED USERS EXPRESSLY AND UNCONDITIONALLY DECLARE THAT THEY HAVE THE LAWFUL RIGHT, AUTHORIZATION AND PERMISSION BY THE PUBLISHER ON WHOSE BEHALF THEY ACT TO PROCEED TO THE ACCEPTANCE OF THE T&Cs ON BEHALF OF THE PUBLISHER AND THAT THEY (AND THE PUBLISHERS) HAVE READ, UNDERSTOOD AND UNCONDITIONALLY ACCEPT TO BE BOUND BY THEM EVERY TIME THEY LOGIN INTO THE PLATFORMA AND/OR MAKE USE OF THE SERVICE.

 

  1. PLATFORM SERVICE RULES & POLICIES 

 

  1. Acceptable Use Policy 

 

    1. General Prohibitions: Publisher (including their Authorized Users) will not, will not attempt to, and will not assist or knowingly permit any of its Authorized Users, associates, employees, agents, directors and the likes or any third party to: 

 

(i) copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works of the Service or any portion thereof; 

(ii) breach, disable, tamper with, or develop or use (or attempt) any workaround for, or otherwise damage the Service or any security measure thereof; 

(iii) interfere or attempt to interfere (whether through a device, software, mechanism, routine or otherwise) with the proper working of the Service or any activity conducted on the Platform and the Company’s server;

(iv) pass personally identifiable information to Company, or otherwise associate a cookie, web beacon, or other mechanism with personally identifiable information; 

(v) alter or tamper with any information or materials on or associated with any Service. 

 

 

    1. Publishers’ Specific Prohibitions: The following acts are prohibited to all Publishers (including their Authorized Users): 

 

  1. Any use of the Service for commercial purposes including for the purpose of providing the Service or similar services to third parties other than those permitted under the General Terms.
  2. Any access or attempt to access information and data (including personal data) that are transmitted through the Service, for which they have no authorisation or authority to use.
  3. Access to the Service in order to create or produce a product or service that is competitive to the Service and the Software of the Service.
  4. The sale, lease, disposal, transfer, assignment, concession, presentation, transmission and, in general, commercial exploitation of the access License to the Platform and use the Service and the rights granted to them under the access License in accordance with the Terms & Conditions.
  5. Facilitating in any way and by any means third parties to access the Platform and the Service and any data (including personal data) and information for non-legitimate or non-authorised purposes.
  6. Any action which is or considered to be detrimental to the interests of the Company, its Affiliates and / or Associated Companies and other Publishers of the Service, or which may prevent any third party from using the Service.
  7. Selling, conceding, renting, transmitting, processing to any third party and for any purpose any data that relates to any use whatsoever of the Platform and the Service.
  8. Publishing or transmitting content which violates in any way the law or the Rules for Publishers’ Content as agreed to herein below in these T&Cs. 
  9. Importing to the Platform, sending and forwarding of information or software programs that may contain viruses or other harmful features that may either cause the Service to malfunction or cause traffic to the Service which may make it difficult for users to use it , or in any case the use of the Service in any way, which, irrespectively of the purpose (fraudulence or negligence), could cause the Service to malfunction.
  10. Linking the Service with any Product / Service of the Publishers without the express and written consent of the Company.
  11. Any action which may affect the ability of other Publishers to make use of the Service, or circumvent the rights of other Publishers, such as, for example, their intellectual property rights, personal data, etc.
  12. Any action or omission that may lead to data destruction, modification of data included in the Platform, discomfort or harm to other Publishers, violation of third party proprietary rights, violation of intellectual property laws, and any other illegal action or omission.

 

    1. In the event that the Publisher has doubts as to whether an action or omission constitutes a violation of this Acceptable Use Policy and / or, if he wishes to report to the Company, any violation of this Policy which has come to his notice, he/she may contact legal@exitbee.com.

 

 

  1. Rules for Publisher’s Content

 

    1. Each Publisher is responsible for any Publisher’s Content created and/or uploaded in the Platform by such Publisher. Exit Bee does not participate in the creation of such Publisher’s Content and does not initiate nor does it have any knowledge or control over any such Publisher’s Content. Publishers must take all prudence not to upload any Publisher’s Content that contains illegal material (of any type) nor to create Content that could result in any illegal act or omission (of any type) nor violate the Terms and Conditions nor any other guidelines posted by Exit Bee.
    2. By submitting any Publisher’s Content, the Publisher represents, warrants and agrees as follows:
  1. All Publisher’s Content submitted for posting in the Platform does not infringe third party rights; the Publisher is in compliance with and shall comply with all laws, rules and regulations applicable to the use of the Platform and the uploaded Publisher’s Content, including but not limited to applicable copyright and data protection laws.
  2. The Publisher is either the copyright owner of the Publisher’s Content being uploaded or has the lawful right to upload such Publisher Content to the Platform and to provide a license agreement to the Platform in order to host the Publisher’s Content and make it available to the public through the Platform without territorial or other limitations, as well as to other social media accounts owned by the Company (indicatively LinkedIn, Facebook, Twitter and Google+ and/or as is further and in specific provisioned in the Platform from time to time) under the provisions set forth herein.
  3. The Publisher acknowledges that the Publisher’s Content generated and posted represents the Publisher’s views and opinions and not the Exit Bee or Platform’s opinions or views and that the Platform does not necessarily endorse or agree with any such views and opinions by presenting Publisher’s Content;
  4. The Publisher is responsible to mention, where applicable, the sources of the Publisher’s Content as well as not to use Content deriving from illegal sources. The terms of use of sources from which the Publisher displays any links to third party Content should at least permit the reproduction without subscription or any other form of remuneration.
  5. Where the Publisher’s Content includes the images and/or any other personal data of third parties, the Publisher is the sole responsible party to inform such third parties in detail about the use of their images and to ensure that the third parties have granted their free and informed consent to include the third party personal data in the content that the Publisher uploads and to provide appropriate proof when so requested. The Publisher represents and warrants that all such permissions and licenses have been obtained or granted before uploading any Publisher’s Content.
  6. Without limitation, the Publisher represents, warrants, agrees and guarantees that it shall not upload any Publisher Content (or link to any Content) nor proceed to any action in or through the Platform that is illegal. Indicatively and non-exhaustively, and will not post nor act in any way that:
  •  is in or may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, weapon or ammunition-related, violent, libelous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory in any way, or lacking in necessary authorizations, approvals, consents or licenses. 
  • infringes or violates another party’s intellectual property rights (such as content, music, videos, photos or other materials for which they do not have written authority from the owner of such materials to post on the Platform), including any party’s right of publicity or right of privacy; or
  • promotes illegal or unauthorized copying of another person’s copyrighted work or links to them or providing information to circumvent security measures; or
  • violates any law, statute, ordinance or regulation; or
  • is threatening, harassing or that promotes racism, bigotry or hatred of any kind against any group or individual; or
  • promotes or encourages violence against a person or damage or destruction of property; or
  • is inaccurate, false or misleading in any way; or
  • promotes any illegal activities; or
  • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
  • infringes the personality right as well the right of privacy and/or protection of personal data; or
  • promotes unfair competition and unfair commercial practices and/or violates competition rules

 

    1. Each Publisher acknowledges that bears the responsibility to compensate, defend, hold harmless and exempt the Company and its directors, officers, employees, consultants, representatives and affiliates from any, and all, claims by third parties’ liability, damages and/or costs (including, but not limited to legal consultants’ fees) which occur as a result of or in connection with the Publisher’s Content or from the breach of the present terms or in case any other User or third party turns against the Platform in relation to any Publisher’s Content or in connection to the use of the Platform or the Service. In addition, Publishers acknowledge that they shall respect the notice and take down process of the Platform set forth herein.

 

  1. GENERAL BUSINESS TERMS

 

 

  1. Grant of Rights
    1. Exit Bee grants Publisher the right during the Period (as defined in the Specific Terms ) to place the Snippet across all pages on the Website(s) and to enable the presentation of Advertising Content to Visitors. Publisher understands and agrees that it will not launch the Snippet unless otherwise approved by Exit Bee. Publisher agrees that it will notify Exit Bee in writing if it intends to place the Snippet: (i) in a Website other than the ones agreed; (ii) or remove the Snippet from any Website page(s) or perform any action that might impede Exit Bee’s provision of the Service;
    2. Publisher grants Exit Bee the right during the period (i) to use the Snippet on the Websites for the presentation of Advertising Content to Visitors; and (ii) to use Publisher’s name and logo when referring to Exit Bee’s partners and clients in Exit Bee marketing materials. Without limiting the foregoing, in the event that the Publisher wishes to use the Service for the Presentation of Publisher Content, Publisher shall: (iii) allow Exit Bee to access Publisher’s Content related to provision of the Service, by providing Exit Bee with a Media RSS feed or other Publisher Content. Publisher Content in the Presentation will in no event feature any external Website link. (iv) grants Exit Bee the right to process data as part of the Service provided according to the Data Processing Terms and Conditions outlined on Exit Bee’s website (www.exitbee.com) that form an integral part of the Agreement. 
    3. Publisher shall not manipulate the use of its Website(s) by generating unjustified traffic or clicks through technical or other unjustified, unnatural or unsustainable means. The Publisher agrees to give Exit Bee access to log files of its Website at any time upon written request within seven (7) days to verify compliance with the Use Policy. At Exit Bee’s discretion, the Service may be terminated if any actions are deceptive, fraudulent or inappropriate content for the Website Visitors.

 

  1. Compensation -Payment Terms:  

 

    1. Publisher’s sole compensation for its grants of rights and other undertakings under this Agreement shall be to receive, with respect to each month of the Term and Exit Bee’s impression metrics, the Compensation set forth in the below article 2.2 of the General Business Terms, unless otherwise defined.
    2. Publisher’s compensation derives from the revenue share  of the advertising revenue generated from 3rd party advertising content delivered to the Publisher’s website(s) after the deduction of any platform cost (programmatic) or ad agency fees. Payment to the Publisher’s bank account will be made following receipt of Publisher’s invoice and ninety (90) days after the end of the calendar month in which the Compensation revenue was generated, provided the Company has received all such payments from the Advertiser or agency representing the Advertiser.
    3. Exit Bee does not guarantee the payments to be paid by the Advertisers and shall not be liable to the Publisher in respect of any unpaid/bad Advertiser debts, but it shall use all best endeavours to ensure that it procures all money owed and payable in respect of any Presentation of Advertising Content delivered to the Publisher website(s) and to be paid as promptly as possible.
    4. It is understood and agreed that the Publisher shall not be entitled to any Compensation in the event of any violation of the agreed Acceptable Use Policy as defined above and the Agreement in general. Company will use all commercially reasonable efforts to collect payments as per its ordinary course collections processes in a timely manner from Advertisers. However, Exit Bee does not guarantee the compensation deriving from the Presentation of Advertising Content and shall not be liable to the Publisher in respect of any unpaid or bad Advertiser debts owing the Presentation of Advertising Content. Exit Bee shall use all best endeavors to ensure that it procures all monies owing and payable in respect to Compensation for the Presentation of Advertising Content be delivered to the Publisher as promptly as possible.
    5. Company will give Publisher access to a report which is going to provide analysis on the revenue and the volume impression by the Company.
    6. Publisher hereby states and declares that the Compensation is the only fee is entitled to, covering all kinds of its expenses, Company’s profits etc. regarding this deal and does not have (nor will in the future) any claim against Company for any reason whatsoever,  regarding the provision of the Services to it, according to these T&Cs.    
    7. Compensation is exclusive of taxes.  The amounts invoiced hereunder do not and will not include any taxes levied by or due to any duly authorized taxing authority. The parties will pay all applicable taxes and other government charges, if any, however designated, derived from or imposed on the transactions contemplated hereby, including without limitation sales, value-added, use, transfer, withholding, privilege, excise and other taxes and duties.  

 

  1. Exclusivity:  

 

Publisher and Exit Bee understand and agree that Exit Bee will be the exclusive Service provider during the Term and Publisher agrees that it will not engage any third party providing a similar service to the Service provided by Exit Bee. For clarity, Publisher agrees that any similar services provided by a third party or competitor of Exit Bee prior to the start of the Term will be replaced by Exit Bee’s Service on or before the Effective Date as agreed in the Specific Terms. 

 

  1. Term:

 

The Term of this Agreement is from the date Publisher accepts the present Terms and Conditions for one (1) year Term (the “Initial Term”). The Agreement will be renewed for an additional one (1) year Term (the “Renewal Term”), unless either party serves the other party a prior written notice of its intention not to renew the Agreement, at least 90 days before the termination of the Initial Term

 

  1. Termination: 
    1. Save as otherwise agreed to herein this Agreement may be terminated either during the Initial Term and/or during the Renewal Term, by serving a prior written notice of at least ninety (90) days to the other party.
    2. Either Party may terminate the Agreement immediately on notice to the other Party that it is in material breach of this Agreement with respect to a Service; provided that if the breach is capable of cure, the breaching Party will have 10 days from the notice date to cure the breach to the non-breaching Party’s reasonable satisfaction;
    3. Additionally either Party may terminate the Agreement immediately if the other Party becomes insolvent or seeks protection under bankruptcy receivership, trust deed, creditors arrangements, or any such proceedings is instituted against the other party. 
    4. Notwithstanding termination of the Agreement, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
    5. Company shall have the right to immediately terminate Publisher’s access to all or any part of the Platform, with or without warning upon its sole discretion and at any time, if Publisher fails to comply with these Terms and Conditions, or Company believes that Publisher is breaching any of the Terms and Conditions or has committed any crime related to the Use of the Platform and the Service . Upon such Termination Publisher shall have no right to damages since Publisher acknowledges and accepts that Company uses mainly automatic means to discover any such breach and non-compliance with the Terms, which are either based on software or third parties allegations.
    6. Effects of Termination. On termination of this Agreement, Publisher will make sure that he deactivates any tags provided by Company for the provision of the Service as soon as reasonably possible and no later than 1 week after the effective termination date.
  1. GENERAL LEGAL TERMS 
  1. Publisher’s obligations, warrants and representations

 

    1. Publisher represents and warrants that (i) it owns and operates the Websites, (ii) the Publisher Content and Website content is either owned by Publisher or properly licensed, (iii) it has the full right and authority to grant the rights granted hereunder, (iv) the Website content, Publisher Material and Exit Bee’s use of any Publisher Content will not infringe upon the rights of any third party; and (v) it will comply with Exit Bee’s Use Policy  and Privacy Policy,  (vi) that the Publisher’s Content complies with the Publishers content Rules provided herein and indicatively (a) does not violate any law or regulation governing false or deceptive advertising; (b) do not contain any misrepresentations or content that is defamatory or violates any rights of privacy or publicity; (c) do not contain any child pornography or link to such content or link to software piracy or link to any form of illegal activity (i.e., how to build a bomb, hacking, etc. nor do they contain any gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm, any content promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal); (d) do not and will not infringe any copyright, trademark, patent or other proprietary right; (e) comply with all applicable laws and regulations, Codes of Ethics and fair Practices applicable in the advertising market and the trade, provision and advertising of the advertising goods/ services; 
    2. Publisher also warrants and represents that will: (a) be solely responsible for all use of Service hereunder, (b) have obtained, and be deemed to have hereby granted to Company, all rights necessary to allow Company to store, audit, optimize and serve the Advertising Content and otherwise provide the Service hereunder; (c) comply with the policies and all applicable Laws, rules and regulations in effect and pertaining to its obligations hereunder; and (d) not cause Company to violate any applicable Laws or operate in any country or jurisdiction that could reasonably result in any violation of applicable Law.
    3. In addition to any other warranties and representations, Publishers via Authorized Users also warrant and represent that:
  1. They have read, understood and unconditionally accept the present Terms and Conditions and have given full authority to the Authorized Users to accept them on their name and behalf. 
  2. Any time the Authorized Users are accessing the Platform and the Service, they have the right to do so.
  3. By accepting the Terms and Conditions, he/she and the Authorized User has the right to use the Services and they are bound by the present terms of Use.
  4. They are the sole responsible for any action and/or omission during the use of the Platform and the Service (including by its “Authorized Users”).

 

    1. In addition to any other warranties and representations, Authorized Users warrant and represent that: 
  1. They have the right to enter into this Agreement and have the authorization by the Publishers they represent to accept the Terms & Conditions on their behalf and cause Publishers be bound by them. 
  2. The use of the Service is solely at their own and the Publisher’s risk. 

 

    1. In addition to any other warranties and representations, Publishers and Authorized Users warrant and represent that will use the Service and the Platform in accordance to the present General Terms and all applicable laws and regulations as well as pursuant the principles of good faith and morality and the business ethics.
    2. Publisher (including the Authorized Users) must: 
  1. Notify Company at no delay any action and/ or omission that they consider to be in violation of the Terms & Conditions of any Publisher and/or any third Party.  
  2. To proceed with any updates in relation to technology used for the operation of the Service. 

 

    1. Finally Publisher warrants and represents that he is solely responsible for any legal liability arising out of or relating to this present agreement and hereby agrees to indemnify, defend and hold harmless Company their officers, directors, agents, publishers, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings including but limited to libel, defamation, violation of right of privacy or publicity, copyright  infringement, trademark infringement or other infringement of any third party right, Fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertising Content or, arising out of any material breach by the Publisher of any duty, representation or warranty under this Agreement.

 

 

  1. Company’s rights and obligations 

 

    1. Company  may reject, remove or deactivate Advertising Content and/or Website that do not comply with its respective policies (including, without limitation, the Service Policies), or do not comply with any applicable law, rule or regulation, or for any reasonable business reason.
    2. Company reserves the right to remove any Advertising Content and/or Website from the Service at any time, for any reason including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Advertising Content, or if Company is concerned that Publisher may have violated the Agreement, or for no reason at all.

 

  1. Company’s Representations and Disclaimers. 

 

    1. Company hereby represents and warrants that it has and will have all necessary rights and authority (a) to enter into this Agreement and (b) to perform its obligations hereunder and there under and (c) will perform the Service(s) in a professional and workmanlike manner conforming to generally accepted industry standards.
    2. Company does not warrant that the use of any technology for the provision of the Service will be uninterrupted or error – free.
    3. THE REPRESENTATIONS AND WARRANTIES IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY COMPANY. 
    4. THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT AND PLATFORM FUNCTIONALITY AND FEATURES) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. 
    5. COMPANY AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SPONSORS AND PARTNERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE SERVICES WILL BE PROVIDED WITHOUT ANY DELAY, UNINTERRUPTED, VIRUS OR ERROR FREE TIMELY AND SECURE (C) DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE TRANSFER OF DATA WILL BE WITHOUT DELAYS, ERRORS.   
    6. IN ADDITION COMPANY DOES NOT WARRANT THAT: (Α) THE RESULTS OF USING THE SERVICE WILL MEET PUBLISHER’S REQUIREMENTS; OR (B) THAT THE SERVICE IS EFFICIENT FOR THE PURPOSE OF USE; (C) ALL PUBLISHERS WILL USE THE SERVICE PROPERLY AND IN LINE WITH THE TERMS AND CONDITIONS. 
    7. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR ANY OTHER LOSS OR DAMAGE RESULTING FROM  THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, WHEREAS PUBLISHER ACKNOWLEDGES THAT THE SERVICE AND ANY DATA UPLOADED BY HIM/HER MAY BE SUBJECT TO LIMITATIONS DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS. 
    8. NO ADVICE OR INFORMATION OBTAINED BY THE SERVICE SHALL CREATE ANY WARRANTY.

 

  1. Limitation of Liability

 

    1. IN NO EVENT SHALL COMPANY BE LIABLE TO PUBLISHER FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF COMPANY’S NEGLIGENCE.
    2. IN ADDITION TO ANY PROVISION TO THIS REGARD HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS OR RESELLERS) BE LIABLE TO THE PUBLISHER AND ANY THIRD PARTY RELATED TO THE PUBLISHER, UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, LOSS OF GOODWILL OR OPPORTUNITY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES, (II) FOR PUBLISHER’S RELIANCE ON THE SERVICE (III) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE AFOREMENTIONED DAMAGES.
    3. IN ADDITION COMPANY SHALL NOT BE LIABLE FOR ANY KIND OF LOSS OR DAMAGE PUBLISHER MAY SUFFER (A) DUE TO LOSS OR DAMAGE TO ANY OF PUBLISHER’S DATA OR PERSONAL RECORD AND SUCH LOSS IS ATTRIBUTED TO TECHNICAL ERRORS, DELAYS OR OMISSIONS OF THE TELECOMMUNICATIONS NETWORKS (B) DUE TO MISCONDUCT AND MISUSE OF THE SERVICE BY ANY AUTHORISED USER AND/OR ANY THIRD PARTY AND OR ANY BREACH OF APPLICABLE LAWS BY ANY SUCH PARTY, (C) DUE TO ANY EVENT, SITUATION, ACTION OR OMISSION FOR WHICH COMPANY HAS PROVIDED NO GUARANTIES.  
    4. COMPANY ASSUMES NO LIABILITY FOR ANY DAMAGE SUFFERED BY THE PUBLISHER INCLUDING BUT NOT LIMITED TO LOSS OF DATA FROM DELAYS. NONDELIVERIES, ERRORS, SYSTEMS DOWN TIME, MISDELIVERIES, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, SERVICE INTERRUPTIONS, CAUSED BY THE NEGLIGENCE OF COMPANY, PUBLISHER OWN ERRORS, AND/OR OMISSIONS.
    5. Exit Bee undertakes reasonable efforts and technical measures so that the Service and access to the Platform can take place smoothly and without interruption and that an adequate level of security is maintained. However, Exit Bee does not guarantee that the Service and the Platform will be available without interruption and without errors. Exit Bee is not liable, though, if for any reason, negligence included, despite the maintained security measures adopted by us, the operation of the Platform is interrupted or access to the Platform becomes difficult and / or impossible or if viruses or other harmful software is identified and transmitted to the terminals of the users / visitors, or if third unauthorized parties intervene in any way to the Advertising Content and operation of the Platform making the use of it difficult or causing problems to its proper function. Moreover, Exit Bee is not liable if the Platform is not accessible for reasons beyond our control as well as for reasons due to technical or other failure of the backbone network or for reasons of force majeure or incidental facts. 
    6. Exit Bee reserves the right: (a) to change at any time, without justification and without prior notice, partially or in total, the Terms & Conditions, the features and services provided, the Platform’s functionalities as well as the Platform’s versions or the provided content and features, (b) to renew or upgrade or discontinue / stop, partially or in total, all of the content of the Platform and/or any Publisher’s Account, (c) to renew or upgrade partially or in total the external appearance (interface), the structure or composition (configuration) of the Platform and/or any Publisher’s Account as well as their technical specifications, (d) to limit the access of the entire Platform to any Publisher. Moreover, Exit Bee Industry reserves the right at any time, to cancel, suspend or pause or shut down its operation. Furthermore, Platform reserves the right to suspend and/or delete a Publisher’s  Account and/or refuse the opening of a Publisher’s Account, at any time, for any reason, including in the event we become aware of a repeatedly infringing use of the Platform from any Publisher and/or any Platform visitor and/or any third party, or in case we receive takedown notices regarding a Publisher’s repeatedly infringing behavior.

 

  1. Data and Privacy Protection

 

    1. The Company and Publisher agree to be bound by the applicable Data Processing Terms & Conditions currently located at www.https://www.exitbee.com/data-processing-terms/, which are incorporated into these Terms and Conditions by reference. The Data Processing Terms & Conditions amends each of the Publishers agreements with the Company. If there is a conflict between the Data Processing Terms & Conditions, this Agreement and/or any other agreement between the Company and the Publisher regarding the special terms applicable to Data and Privacy protection, the Data Processing Terms & Conditions shall prevail and secondly the present Terms and Conditions.
    2. Company will capture, retain and use Publisher’s Visitor data (the “Publishers’ Data”) solely (a) as aggregate Service statistics, (b) to provide, operate, manage, maintain and enhance the Service, and (c) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Publisher and using commercially reasonable efforts to provide Publisher with the opportunity to seek a protective order or the equivalent (at Publisher’s expense). 
    3. Company will own the Intellectual Property Rights in all derived from the aggregated data (the “Company’s Data”).

 

  1. Intellectual Property Rights

 

    1. As between the Parties, Company owns and will retain all right, title and interest (a) in the Snippet, (b) Platform (including all text, images, marks, logos and other content contained herein, including, without limitation, the logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement of the Platform), (c) in and to the source and object code of any software or application and (d) Service (including but not limited to all software, concepts, methodologies, techniques, models, templates, algorithms, trade secrets, processes, information, materials, source codes and know-how contained therein, all modifications, updates, enhancements and derivative works thereof, all documentation and manuals related thereto and all other aspects of such technology), the brand name of the Company and the Service or any derivatives thereof, and any other trademarks and logos which are owned or controlled by Company and made available to Publisher through the Service or otherwise hereunder, and all intellectual property and proprietary rights in and to all of the foregoing (“Company’s IP Rights”).  
    2. As between the Parties, Publisher owns and will retain all right, title and interest in and to its intellectual property, including, among others the Website(s), Publishers’ Content, trademarks and logos, all software and technologies related thereto and any modifications, updates, enhancements and derivative works thereof.
    3. Publishers may not modify, reproduce or publicly display, perform, or distribute or otherwise use any such Company’s IP Rights for any public or commercial purpose except in accordance with these Terms and Conditions. A Publisher may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license, or otherwise exploit the Company’s IP Rights, except as expressly permitted by these Terms and Conditions or other applicable policies.
    4. The Exit Bee logo and name and all other product or service names or slogans of Exit Bee displayed on the Platform are trademarks of Exit Bee and may not be copied, imitated or used, in whole or in part, without the prior written permission of Exit Bee. In addition, the look and feel of the Platform may not be copied, imitated or used, in whole or in part, without the prior written permission of Exit. 
    5. Providing access and allowing the use of the features, tools and Service provided by the Platform does not give any Publisher or any other third-party ownership of any of the Company’s intellectual property rights to any of the above. 

 

  1. Relationship of the Parties

 

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or any other relationship between Publisher and Company. Except as otherwise specifically set forth herein, neither Party will (i) represent itself to be a partner, employee, representative, or agent of the other Party; or (ii) enter into any agreement on the other Party’s behalf, in the other Party’s name, or otherwise bind the other Party to any agreement or obligation.

 

  1. Confidentiality

Neither party will use or disclose to any third party the other party’s Confidential Information (as defined below) except as necessary for the performance of this Agreement. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order from a court of competent jurisdiction, provided that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order and in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises is legally required.  “Confidential Information” consists of (a) any technical information or plans concerning the Service, Snippet, code or any software or other technology of Exit Bee or Publisher’s Websites; (b) any other information disclosed by one party to the other party that is marked as confidential or should reasonably be assumed to be confidential under the circumstances; and (c) the content of this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party who/that has no duty of Confidentiality to the disclosing party.

 

  1. Publicity:

Subject to each party’s prior review and approval (which shall not be unreasonably withheld or delayed), Exit Bee and Publisher shall each have the right to issue a press release announcing their relationship. 

 

  1. Force Majeure: 

Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, failures of the Internet, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God. 

 

  1. Entire Agreement – Amendments

The Terms as agreed to herein and in the Specific Terms, constitute the full and whole expression of the agreement of the parties and supersede any other agreement, obligation, contract, written or oral between the parties in relation to this subject matter.

 

 

  1. Waiver

The failure of a Party to exercise any right or remedy under these Terms or enforce strict perform a waiver of any right by virtue of these Terms shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any part of these Terms by any reason becomes invalid, illegal or unenforceable to any extent, this term will not affect any other provision of these Terms, or any Agreement between the Parties.

 

  1. Assignment 

Publisher has no right to assign any right and/or obligation derive from these terms to any third party without Company’s prior written consent. In case any such assignment takes place contrary to this provision, it is acknowledged and agreed by the Publisher that he remains the sole liable to Company.

 

  1. Choice of Law: 

This Agreement will be governed by and interpreted in accordance with the laws of the United Kingdom.  Any legal action or proceeding arising under this Agreement will be brought in the United Kingdom courts located in the city of London.