Terms and Conditions

Terms and Conditions

  1. Terms of Service

 Wafra Holdings Limited ("Wafra"), including its direct and indirect subsidiaries and affiliates or parent companies develops technology platforms and services for content enrichment and monetization. Wafra, its sites, including subsidiaries, affiliates and parent’s sites, its product sites (collectively referred to as the “Websites” or “Us”) and the products, services or applications provided via the internet through Wafra, sets the following Terms of Use ("Terms") for its services:

2. General

  • Acceptance of terms

By visiting or using the websites or services you agree to be bound by these Terms. If you do not agree to any of these terms, please refrain from using the websites and services.

  • Modifications to Terms

Wafra reserves the right to change or modify the Terms at any time. Posting the modified Terms on the websites will effect to the revised terms. Your continued use of the websites or services indicates your acceptance of any revised terms. If you do not agree to the revised terms, please refrain from using the websites and services.

  • Notice

Wafra may post, from time to time, changes that are made to the Terms or other website related services. Posting such announcements on the websites or via email would be considered as an acceptable notification and would give effect to the changes.

  1. Service
  • Ability to Change Service

Wafra retains the right to, at any time and without prior notice, suspend, discontinue, delete, modify, or remove any content or service offered on the websites without reason or liability. In addition, Wafra may in the future charge for services which are currently available for free.

  1. Uses and Restrictions

In order to be eligible to be approved as a client, all websites or affiliated websites or publishers must comply with the following terms:

  • Not relate and\or participate, directly and\or indirectly, in any illegal activity, including, but not limited to, any means of supporting and\or financing of terrorist organizations and\or terrorist activities; any means of money laundering activity; and any business relations with sanctioned entities who appear in the list of the US Department of State Sanctioned Entities List;

  • The websites should be content-based and not solely contain  a list of links or advertisements, and not for the sole purpose of making money off of our advertisers or any advice regarding so unpermitted by law;

  • The websites should be fully functional at all levels without any sites or sections which are under construction. This does not mean that your cannot make any constructions to your website, however, such constrictions cannot take most to the site's content.

  • The user must strictly follow copyright law and agree not to use the services in any manner which might be in conflict with others’ intellectual property rights. Wafra does not approve the use of the services in any manner which will offend copyright owners or infringe the terms of use or copyrighted material or in the sites which host the original content. The content of the publishers, websites or affiliated websites cannot infringe any third party intellectual property rights including copyrights, patents and trademarks.

  • Wafra strictly prohibits the use of the services or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the websites or services to create, edit, post, link to or share any content that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the right to privacy or any other illegal, offensive or inappropriate content. Such use includes, but not limited to, any inclusion and\or promotion of illegal gambling, drug dealing, software pirating and hacking, including inclusion of such content in an effort to gain further traffic. Furthermore the websites must not include and\or promote and any pornographic content and\or websites which include links to such websites. Wafra reserves the right, on its sole discretion, to remove any content which deems to be illegal, offensive or inappropriate and to take action against the user, including, but not limited to, stopping the service.

  • Inappropriate Content

Wafra may, in its sole judgment, review any content that violates this agreement or may be offensive, illegal or violate the rights, harm, or threaten the safety of any user, or person not associated with the websites or services (collectively “Inappropriate Content”) and might stop any engagement with you as a result of such Inappropriate Content.

You are solely responsible for the content that you make visible or nor visible on the websites or services, on websites which have integrated Wafra functionality or to any 3rd Party website or any other material or information that you transmit or share with other users or unrelated 3rd parties via the websites or services.

Should Wafra receive any report and\or complaint regarding any inappropriate content published and\or advertised by a user, Wafra reserves the rights, whether on its sole discretion and\or whether by a judicial decision held by a competent court, to provide any details required regarding the publisher and\or advertiser to any third party.

5. Termination

This agreement may be terminated by either party upon one (1) business day(s) notice. This agreement shall terminate immediately upon your dissolution or insolvency. Furthermore, Wafra reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason. Wafra reserves the right to, without prior notice, terminate a user account and\or remove a campaign and\or advertisement with or without the user violating these terms. If your user account is terminated, your rights to use the websites and services will stop immediately. Termination is without prejudice to all other remedies available to Wafra at law and under this agreement.

6. Online Reports

Client will be granted access and may view the online reports regarding its activities via the Wafra reporting system which during the relevant month present only approximate numbers that may be changed or adjusted by Wafra until 20 days after the end of the relevant month. Campaigns can be customized at any time Wafra to comply with the advertiser's ad serving numbers and instructions. At the end of the month the reports will be final and within 15 days will include the definitive numbers of earnings as may be adjusted as aforesaid. Publisher agrees that these statistics will be final and binding in every case and serve as the sole basis for the calculation of its payments.

 

7. Representations and Warranties

You represent and warrant as follows:

  • Your media is and will be compliant with all applicable laws and regulations and does not contain and\or promote any  links to websites that contain libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content or which are otherwise not permitted;

  • You have and will maintain during the entire term of our business cooperation a process for reporting and removing infringing content which will be made publicly available through your website allowing third parties to report and demand removal of infringing and/or allegedly infringing content.

  • You will not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable or non-permitted content;

  • You will not engage, promote or endorse in any illegal activity;

  • You will not use any of Wafra's services for payment of bills and/or transferring funds to and/or between bank accounts and/or for supporting pyramid or Ponzi schemes, matrix programs, other “business opportunity” schemes, certain multi-level marketing programs and/or direct sales programs that are not illegal are permitted and/or providing yourself with cash advance from your credit card and/or helping others to do so and/or sending or receiving funds gained from any illegal activity;

  • You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on your media;

  • You will not use Wafra's services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;

  • You agree to not use deceit when marketing advertiser’s offers or presenting these offers to consumers;

  • You have the right, power, and authority to enter into this agreement and grant the rights specified herein;

  • You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the site tags, source codes, links, pixels, modules or other data provided by or obtained from Wafra that allows Wafra to measure ad performance and provide its service (“Site Data”). You acknowledge that transactions which are not duly tracked and registered will not be eligible for payment;

  • If instructed to do so by Wafra and/or if this agreement terminates, you will immediately remove and discontinue the use of any site data;

  • You acknowledge that Wafra does not represent, warrant, or make any specific or implied promises regarding the advertiser programs made available to you through the Wafra network (the “Program(s)”), including as to the successful outcome and/or generation of revenues;

  • You agree that Wafra has the right to obtain, keep, manage and share with third parties any personal information provided by you. Furthermore you agree that you will indemnify, defend and hold Wafra harmless from any against any claims, allegations and liabilities regarding any wrongful collection, use, storage or disclosure of your personal information;

  • You will display the creative exactly as it appears on the program and will not alter any creative that has been provided to you in any manner;

  • You agree to receive emails from third parties in accordance with applicable spam laws;

  • You are exclusively responsible for all associated liabilities, expenses, claims, costs and legal fees resulting any fraudulent or non-compliant activities conducted, directly or indirectly, by you;

8. Placement of Ads

Without derogating from the aforesaid, you may NOT place any Wafra advertisements on alternative publishers or websites without written consent and approval of Wafra. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P (not approved by RIAA) Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, Wafra reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against you and/or demand financial compensation, based on the damages incurred by Wafra as a result thereof.

9. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT WAFRA SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF WAFRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WAFRA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY WAFRA, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WAFRA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY WAFRA IS ACCURATE, COMPLETE OR CURRENT.

10. Indemnity

By using Wafra's website you undertake that you will indemnify, defend and hold Wafra harmless from and against any and all claims, allegations, liabilities, costs and expenses (including attorneys’ fees) by third parties arising out of your: (a) improper use of the services provided by Wafra, including acts or omissions by any third party affiliates acting through you and/or your network; (b) improper operation of a Program; or (c) breach or violation of this agreement.

11. Assignment and Jurisdiction

Wafra may assign this agreement to a subsidiary or business successor without your prior consent. You may not assign this agreement without the prior written consent of Wafra which shall not be unreasonably withheld. This agreement shall be treated as though it was executed and performed in California USA.

12. Severability

If any provision of this agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

 

13. Force Majeure

Neither party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of acts of god, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

 

14. Miscellaneous

This agreement contains the sole and entire agreement and understanding between the parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the service by certified mail, fax, email or courier. Wafra reserves the right to change any conditions of this contract at any time. You may refer contract revisions in our website: http://waframedia.com/legal. The latest Terms and Conditions of Wafra as published  on http://waframedia.com/legal (the “Terms”) bind the parties from the date signed or the and shall apply to each and any services provided by Wafra. The latest Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Wafra, including under any future activity or subsequent insertion orders.You hereby designate and appoint Wafra and its duly authorized representatives to act for and on your behalf to fill and submit any registrations and/or applications which may be required by various third parties regarding the provision of the services provided by Wafra pursuant to these Terms. You irrevocably waive any claim and/or demand towards Wafra as a result thereof, including with respect to any use which may be made by any third party regarding any such registrations and/or applications and acknowledge that this appointment is reasonable and necessary for granting you access to certain offers.

 

15. Publisher Earnings

Publisher earnings shall be in accordance with the payout rates set forth in the applicable insertion order.

 

16. Payments

Wafra will pay Net 35. Payments Methods: Bank Wire / Payoneer / PayPal.

Minimum payment amounts: Wire-200 USD. Paypal-120 USD. Payoneer-80 USD. If the balance is less, Wafra will add any unpaid amounts to the next payment which meets Minimum payment threshold.

Publisher is responsible for the payment of any taxes, fees and\or duties that may be levied or assessed in connection with this agreement. Wafra is entitled to make any deductions or withholdings which may be due without any additional payment.

Publisher is responsible for approving all pending invoices in the online Wafra Finance Platform at least 10 days prior to the payment date. Any invoice approved later, will be paid on the next payment cycle. Wafra is entitled to change the pricing and fee schedule at any time.

For any finance inquiries publisher can contact Billing@waframedia.com

17. Copyright and other intellectual property

  • Wafra's interface and software are copyrighted and protected by law. You may not use them without Wafra's prior written consent.

  • Wafra's Website contains copyright material, trade names and marks and other proprietary information, including, but not limited to, text, software, photos and graphics, and may in future include video, graphics, music and sound ('Content'). The content is protected by copyright law, registered and unregistered trade marks, database rights and other intellectual property rights.

  • Wafra, its licensors, or authorized contributors own the copyright, database right and other intellectual property rights in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the content, in whole or in part except as provided in these Terms.