These General Conditions are applicable to all offers, proposals,
Agreements entered into or concluded between you as a Member
and YPUS.NET. YPUS.NET is an initiative of 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 YPUS.NET: 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 YPUS.NET
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 YPUS.NET
for the use of these Services.
1.5 Agreement: the agreement entered into between YPUS.NET and the
Member concerning the use of the Member’s website for the benefit
of promoting it’s services.
1.6 Advertisers: each party that enters into an agreement with YPUS.NET
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 YPUS.NET are displayed.
Article 2 General
2.1 YPUS.NET explicitly rejects the applicability of any general
(purchase) conditions used by the Member.
2.2 All offers by YPUS.NET 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
YPUS.NET and the Member accepts the General Conditions.
Article 3 Representation
The Member grants YPUS.NET sell YPUS.NET products and services to
it’s user on a comission basis.
Article 4 General obligations of the Member
4.1 The Member will at all times timely and completely provide YPUS.NET
with all information required by YPUS.NET 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. YPUS.NET 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 YPUS.NET
for displaying these ads on its website(s).
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
YPUS.NET, unless otherwise agreed and confirmed by e-mail by YPUS.NET.
5.4 The Member is not allowed to make any changes in the codes provided
by YPUS.NET.
Article 6 Rights YPUS.NET
6.1 YPUS.NET 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 YPUS.NET reserves the rights to withhold any payment as stated
in article 7 and/or to restrict or terminate the Member’s account,
in case YPUS.NET 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 YPUS.NET 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 YPUS.NET will provide Member every month with a report in which
the results are stated including the amount YPUS.NET has to pay to
the Member. Upon Member’s request YPUS.NET will pay the amount due.
In case the Member does not request payment, the amount due will
automatically be transferred to the next month.
7.2 The standard payment term is 60 days after the date of Member’s
request.
7.3 All payments will be made in euros or US Dollars.
7.4 YPUS.NET 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 YPUS.NET 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 YPUS.NET 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 YPUS.NET´s prior
written consent.
Article 9 Warranty
9.1 The Services are provided on an “as is” and “as available” basis.
9.2 YPUS.NET 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 YPUS.NET, 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 YPUS.NET’s maintenance on the technology
that underlies the Services, computer viruses and any other cause
beyond YPUS.NET’s reasonable control.
10.3 The Member indemnifies and holds harmless YPUS.NET 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 YPUS.NET 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 YPUS.NET 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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