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 AGREEMENT), YOU, AS “PUBLISHER,” REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN THIS 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, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF SUCH PUBLISHER OR ENTITY.
When signed, together with appendix A (collectively, “Agreement”) this Agreement sets forth the terms and conditions under which:
(a) Publisher shall place a code snippet provided by Exit Bee (the “Snippet”) on the Website or Websites listed in appendix A and shall permit Exit Bee to utilize functionality and information provided by the Snippet in order to present (“the Presentation”) content regarding: (i) content owned by or licensed to Publisher (the “Publisher Content”) and (ii) content supplied by third parties (“Exit Bee Content”) in image, video or other form including advertising content, to Website visitors (“Visitors”);
(b) 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 content via use of the Snippet is referred to herein as the “Service.”
- Grant of Rights:
- Exit Bee grants Publisher the right during the Period (as defined in Appendix A) to place the Snippet across all pages on the Websites and to enable the presentation of 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 shown in Appendix A; (ii) or remove the Snippet from any Website pages or perform any action that might impede EXit Bee’s provision of the Service;
- Publisher grants Exit Bee the right during the period (i) to use the Snippet on the Websites for the presentation of 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 the 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 this agreement.
- Acceptable Use Policy: Publisher agrees that it will not, directly or indirectly feature material on the Website 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. The 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.
- Compensation: 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 Period and Exit Bee’s impression metrics, the Compensation set forth in Appendix A. 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. Exit Bee does not guarantee the compensation deriving from the Presentation of Content and shall not be liable to the Publisher in respect of any unpaid or bad Advertiser debts owing the Presentation of Content. Exit Bee shall use all best endeavours to ensure that it procures all monies owing and payable in respect to Compensation for the Presentation of Content be delivered to the Publisher as promptly as possible.
- Exclusivity: Publisher and Exit Bee understand and agree that Exit Bee will be the exclusive Service provider during the Period 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 Period will be replaced by Exit Bee’s Service on or before the Effective Date.
- Ownership: As between the parties, Exit Bee owns all intellectual property rights in the Snippet and Service and Publisher owns all intellectual property rights in the Website(s) and Publisher Content.
- Duration Period: This Agreement shall come into force on the Start Date of the Period and it’s duration as outlined from the Start to End Date of the Period, as defined in Appendix 1. The duration of the period is defined as the “Initial Period” and shall at the end date of the period automatically renew for an additional to the Initial Period, subject to termination.
- Termination: Either Publisher or Exit Bee may terminate this Agreement at the end of the Initial Period or the Renewed Period, by giving prior written notice of at least ninety (90) days to the other party. Such notice expires on the last day of the Initial Period or, if the notice has been served during any Renewed Period, on the last day of the Renewed Period.
- 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.
- 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.
- 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.
- 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.