PLEASE CAREFULLY READ THE FOLLOWING WHITEMOBI.COM GENERAL TERMS AND CONDITIONS (THE “TERMS & CONDITIONS”) BEFORE USING WHITEMOBI.COM SERVICE. BY CLICKING THE “I ACCEPT” BUTTON YOU (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT YOU DULY REPRESENT) ARE ACCEPTING AND AGREEING TO BE UNCONDITIONALLY BOUND BY THE TERMS & CONDITIONS AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE WHITEMOBI.COM SERVICE SHALL ALSO CONSTITUTE ASSENT TO THE FOREGOING. WHITEMOBI.COM SERVICE IS ONLY AVAILABLE TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD OR TO COMPANIES THAT ARE DULY INCROPRATED AND ARE LEGALLY PERMITTED TO CONDUCT BUSINESS, IF YOU DO NOT COMPLY WITH THE FOREGOING REQUIRMENTS AND/OR DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THE TERMS & CONDITIONS, DO NOT CLICK ON THE “I ACCEPT" BUTTON AND CEASE ALL USE OF THE WHITEMOBI.COM SERVICE.
The terms and conditions set forth herein (hereinafter the “Terms & Conditions” or “Agreement”) shall apply on the relationship between WhiteMobi.com and you (“You”) as the developer/owner/operator of a web or mobile application (the “App”) regarding Your use of WhiteMobi.com service (the “Service”) as further detailed herein.
WhiteMobi reserves the right to modify and/or change any of the terms and conditions of this Agreement, on a non retroactive basis, at any time and without prior notice, and such changes will become effective upon their publication in the following address: http://whitemobi.com/terms-and-conditions. WhiteMobi will also update the "last updated date" at the end of the Agreement. By continuing to use the Service, You agree to be unconditionally bound by the modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the Service.
2. USE OF THE SERVICE
2.1. In order to access and use the WhiteMobi Service You are required to complete the registration process and establish a service account. Upon completion of such registration, You shall be granted user name and password to your own service account (the “WhiteMobi Account”). By opening the WhiteMobi Account You hereby agree to be responsible for securing your password and log in procedure details.
2.2. In order to activate the WhiteMobi Account, You are required to follow the technical instructions and requirements detailed in the following address: as may be amended from to time by WhiteMobi at its discretion.
2.3. You hereby grant WhiteMobi the right to use the App logo’s, trademarks and App’ description as may appear on the applicable application store (i.e. Apple Store, Google Play, etc.) as part of and for the purpose of performing the Service.
3. PROVISION OF SERVICE
3.1. The Affiliate shall perform, immediately from the Commencement Date, the Services using the highest level of professional care and skill in a good workmanlike manner in accordance with then current best industry practice and at all times in accordance with the terms of the Agreement (including to the applicable specifications and by the due dates as set out in the Insertion Order).
3.2. Participation in the Site Service and use of the WhiteMobi Site is subject to the terms and conditions of this Agreement, WhiteMobi’s approval of Affiliate’s participation may be withheld or terminated at any point, in WhiteMobi’s sole discretion, regardless of initial acceptance.
3.3. Criteria. Affiliate hereby acknowledges and agrees that to the extent it represents or acts on the behalf of third party Affiliates or websites (“Third Party Publishers”), Affiliate assumes all liability for such Third Party Publishers and will ensure that such Third Party Publishers comply with the terms of this Agreement and all applicable laws. Without limiting any other provision of this Agreement, Affiliate shall fully and completely indemnify, defend and hold harmless WhiteMobi for all damages arising from a Third Party Publisher’s breach of any obligations or warranties set forth in this agreement. Without limiting any other provision of this Agreement, Affiliate represents and warrants that it has the ability to terminate any Third Party Publisher’s Service immediately.
3.4. License. Subject to the terms and conditions of this Agreement, WhiteMobi grants Affiliate a revocable, non-transferable, non-exclusive limited license to use the Site Service, the WhiteMobi Site and any data, reports, information or analyses arising out of such use (the "Site Data") solely for the purposes set forth in this Agreement.
3.5. Acceptance of a Campaign. Without limiting any other provision of this Agreement, Affiliate represents and warrants that, upon acceptance and implementation of a Campaign, Affiliate shall abide by all terms and conditions of this Agreement. If Affiliate fails to adhere to all of the terms and conditions of this Agreement, in addition to all other remedies available to WhiteMobi, WhiteMobi reserve the right to terminate this Agreement immediately and withhold of any payment to Affiliate without penalty to WhiteMobi.
3.6. Affiliate agrees that: WhiteMobi grants Affiliate a nonexclusive, nontransferable, revocable right to use the creatives, materials and links solely in accordance with the terms of this Agreement, for the sole purpose of advertising campaign set forth in the Insertion Order. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate any rights and interests of creatives and materials provided by WhiteMobi and WhiteMobi's Intellectual Property or trade secrets.
3.7. Affiliate in principle is only allowed to use creatives and materials provided by WhiteMobi. You may not alter, modify, manipulate or create derivative works of the Links or any WhiteMobi creative, copy or other materials owned by, or licensed to WhiteMobi in any way. All self-made creatives, texts, pre-landers or other own made material which will be used to promote these Products and any other derivatives need to be submitted to WhiteMobi to get approved.
3.8. WhiteMobi may revoke Affiliate license or rights anytime by giving Affiliate written notice.
3.9. Any changes shall be made immediately by Affiliate after WhiteMobi give notices of that changes about the advertising campaign. WhiteMobi reserves the right not to pay Affiliate after such change notice on the conditions that Affiliate does not follow the changes.
4.1. Affiliate will issue invoices to WhiteMobi on a monthly basis, within five (5) calendar days after the end of the month during which the service was offered. WhiteMobi will confirm the payment numbers in 15 days after the invoice created.
All the Payments must reach the threshold amount, which the method of wire must reach $700.00, the method of PayPal must reach $50.00. Affiliate will cover all transfer fee. Affiliate acknowledges that this policy may update at any time, and Affiliate agrees to comply with the updated policy.
4.2. WhiteMobi will pay the invoice by bank transfer or PayPal as per the information given above. Bank fee shall be individually paid by both Parties.
4.3. Affiliate agrees and acknowledges that Affiliate shall be fully responsible for all tax, whether state or local.
4.4. Payment for Commissions is dependent upon Advertiser providing such funds to WhiteMobi, and therefore, you agree that WhiteMobi shall only be liable to you for Commissions to the extent that WhiteMobi has received such funds from the Advertiser. You hereby release WhiteMobi from any claim for Commissions if WhiteMobi has not received such funds from the Advertiser.
5. Fraud, Suspension of Affiliate Account
5.1. Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law or falsify information in connection with referrals through the Links or exceed your permitted access to the WhiteMobi Site. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using steal ware, cookie-stuffing and dishonesty or any other deceptive acts, click-fraud or misconduct that causes harm to WhiteMobi (collectively, “Fraud”).
5.2. Without limiting any other provision of this Agreement, WhiteMobi reserves the right, in WhiteMobi’s sole and absolute discretion to terminate this Agreement and/or Affiliate’s account, at any time without liability to WhiteMobi, should WhiteMobi determine, in its sole and absolute discretion that Affiliate engages in fraud.
5.3 If WhiteMobi determines that affiliate has engaged in fraud, WhiteMobi will forfeit its entire payment for all campaigns and affiliates account will be terminated immediately. If affiliate is notified that affiliate is engaging in fraud, and affiliate fails to take prompt action to stop the fraud, then, in addition to any other remedies available to WhiteMobi, affiliate shall be responsible for all costs and legal fees arising from such fraud.
5.4. We will not pay Affiliate for all Fraud Actions. A "Fraud Action" means: (a)providing the artificially inflated Volume by using a program, script, device, or other means, (b)excessive page reloading, (c) offering or providing by Affiliate or any Third Party Publisher of any unauthorized incentives (financial or otherwise) to Clients, (d)auto-spawning of browsers, (e)automatic redirecting of users, (f)misleading links or any other method that may lead to artificially high numbers of impressions or clicks, (g)deposits, revenues or traffic generated through illegal means, (h) use any other methods to create promotion data which is not based on real users’ autonomous behavior.
5.5. Any fraud traffic, bad traffic and unapproved traffic (including but not limit to restricted traffic set forth in the Insertion Order) is not allowed, WhiteMobi has the right to refuse to pay if Affiliate sent fraud traffic, bad traffic and unapproved traffic. WhiteMobi reserves the right to charge back any previous payment that are later determined to be fraud traffic, bad traffic and unapproved traffic.
6. REPRESENTATIONS AND WARRANTIES
6.1. Affiliate represents and warrants to comply with all obligations, requirements and restrictions under this Agreement and comply with laws, rules, policies and regulations as they relate to Affiliate business, Affiliate Media, Promotional Service Platform or Affiliate use of the links, creatives and materials.
6.2. Affiliate represents and warrants that: Affiliate has all necessary rights and authority to enter into this Agreement and to place advertisements on its Promotional Service Platform; (ii) Affiliate owns and/or has the right to use all materials contained on Promotional Service Platform;
6.3. Affiliate ensures that all materials provided by the Affiliate and posted on Promotional Service Platform or otherwise used in connection with the campaign (a) are not illegal, (b) do not infringe upon the intellectual property or personal rights of any third party and (c) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that WhiteMobi informs Affiliate that it considers objectionable.
6.4. WhiteMobi represents and warrants that the use of the campaign by Affiliate is all under the permission from WhiteMobi. WhiteMobi holds all necessary rights to permit the use of the campaign by Affiliate for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of campaign, any data regarding users, and any material to which users can link, or any products or services made available to users, through the campaign will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL WHITEMOBI BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT, INCIDENTAL, AND EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE WHETHER BASED IN AGREEMENT, TORT OR OTHERWISE, EVEN IF WHITEMOBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WHITEMOBI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY WHITEMOBI FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM.
8.1. Affiliate hereby agrees to indemnify, defend and hold WhiteMobi and WhiteMobi’s respective subsidiaries, publishers, partners and licensors, directors, officers, employees, owners and agents harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses including reasonable attorneys' fees based on (i) any breach of this Agreement, including any representation, warranty, restriction or obligation made by Affiliate herein, (ii) any claim related to your Promotional Service Platform, including but not limited to, the content contained on such Platform.
8.2. WhiteMobi hereby agrees to indemnify, defend and hold Affiliate and its subsidiaries, publishers, partners, and their respective directors, officers, employees, owners and agents harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on any breach of this Agreement, including any representation, warranty, restriction or obligation made by WhiteMobi herein.
8.3. In addition to any other rights and remedies available to both party under this Agreement WhiteMobi reserves the right to withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) WhiteMobi determines that you have violated this Agreement, (ii) WhiteMobi receives any complaints about your participation in the Service which WhiteMobi reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, WhiteMobi reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
9. DISCLAIMER OF WARRANTY
THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, WHITEMOBI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WHITEMOBI DOES NOT WARRANT THAT THE PRODUCT OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS, WHITEMOBI EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ADVERTISER OR THEIR PRODUCTS OR SERVICES.
10. CONFIDENTIAL INFORMATION
"Confidential Information" shall mean (i) campaign, prior to publication, (ii) the Insertion Order and any WhiteMobi statistics which shall be deemed WhiteMobi Confidential Information; and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During the term of this Agreement, and for a period of two years following any End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.
11. TERM AND TERMINATION
11.1. Term. This Agreement shall commence on the date of signature of Insertion Order by both WhiteMobi and you. Unless terminated by either Party upon three (3) business days prior written notice to other party, the Agreement shall automatically renew for successive one (1) year terms.
11.2. WhiteMobi can terminate any IO by giving three (3) business days prior notice in writing to Affiliate. Affiliate shall stop the service immediately after the receipt of the WhiteMobi notice, after that day the fee shall not be calculated.
11.3. WhiteMobi will be entitled to terminate this Agreement without notice immediately upon breach of any of the provision of the Agreement or of the IO committed by the Affiliate and such breach not being cured within thirty (15) days from the receipt of written notice of such breach.
11.4. Upon termination of this Agreement for any reason, any and all licenses and rights granted to Affiliate in connection with this Agreement shall be immediately ceased and terminated. Upon termination of this Agreement, Affiliate will: (i) immediately terminate all use of and delete all Links and intellectual property which provided by WhiteMobi. (ii) immediately cease to use, and remove from the Affiliate’s websites, any and all campaigns and/or related materials made available to Affiliate in connection with Affiliate’s participation in the Services ; and (iii) immediately discontinue the use of the Site Service and any Site Data.
12. JURISDICTION AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the Cyprus, without giving effect to principles of conflicts of law. Any dispute hereunder will be negotiated in good faith between the parties within 45 days commencing upon written notice from one party to the other. If any dispute cannot be resolved by negotiation, then any Party may submit the dispute to arbitration by arbitrators which shall be conducted in accordance with its arbitration rules in effect at the time of applying for arbitration.
Any notice to be given hereunder shall be in writing and shall be transmitted by facsimile or email or sent by express airmail, and shall be deemed given when transmitted by facsimile, the day of such facsimile to transmitted, or if sent by mail or email when received, to the parties at the addresses specified at the IO of this Agreement.
14.1. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
14.2. Amendments. WhiteMobi may amend this Agreement at any time by posting a notice on its website or through the Services, or by sending Affiliate a notice via email or postal mail. Affiliate’s continued use of the Services following such notification constitutes Affiliate’s acceptance of the terms and conditions of this Agreement as modified. Any notices under this Agreement shall be emailed to [email protected]
14.3. During the term of this Agreement, and for a period of one year thereafter, Affiliate will not participate in any performance based advertising relationship with any advertiser whose advertisements are or were posted on the WhiteMobi Site, unless a previously existing business relationship between advertiser and Affiliate can be demonstrated to WhiteMobi of the reasonable.
14.4. The Affiliate shall not, without the prior written consent of WhiteMobi, assign, transfer or subcontract all or any of its rights or obligations under the Agreement.
Last Revision Date: September 1st 2017