Terms and conditions
Clause 1 The parties indicated below, voluntarily and absent any causes of nullity or nullity of the legal business, decide to enter into this Advertising Space Rental Agreement, according to the legislation in force, governed by the clauses below and other legal provisions in force. The parties are:
I - LESSEE: Webzen Network, a legal entity governed by private law established as a Limited-Time Limited Company, with its registered office and legal venue in the Capital of the State of São Paulo, registered with the CNPJ under number 30943902 / 0001- 22;
II - RENTER: Individual or legal entity, of legal age, previously registered on the webzen.network website.
Clause 2 In this agreement, the terms and expressions set forth below shall be construed as follows:
I - Advertising: content through which an advertiser, individual or corporate, discloses its brand, its services and products, and its details;
II - Institutional Announcements: content for the placement of services or products owned by the LESSEE or Non-Governmental Organizations;
III - Bonus: agreement between the LESSEE and its clients, free of charge, without revenue generation;
IV - Valid click: click, or set of clicks, received on the same ad, at the same time, from the same IP, from a real user;
V - Commission: cash transfer obtained by the LESSEE when the user, by clicking on some Site owned by the LESSOR, accesses the Site of the advertiser, client of the LESSEE, and makes a commercial act of purchase from that click on this specific Site;
VI - Cookie: record generated by the Site, recorded in a specific folder of the internet browser, which provides the identification of users, as well as the availability of data based on defined parameters;
VII - eCPM: effective CPM. It is the most widely used metric for measuring online media inventory performance. This is how much is passed to the LESSOR for every 1000 valid views, cross-platform;
VIII - Fraud: Any conduct that aims to improperly manufacture valid clicks or views on the LESSOR Sites;
IX - HTML: markup language used to produce pages of a website;
X - Ad Impression: act that results in the delivery of an ad on a page of a LESSEE Partner Site to the user of a LESSEE Site;
XI - Login: Identification of a person using a computer system;
XII - Mouse-over: User action of placing the mouse pointer over some type of Webzen Network tool's markup, inserted in one of the pages of the LESSOR's Site, giving rise to the advertising, in specific format, of the partners. of the LESSEE;
XIII - Partner Panel: management panel available on the LESSEE's Website, through which the LESSOR may adhere to the various means of advertisements made available by the LESSEE;
XIV - Webzen Network Partner Program: Specific program that aims to promote new campaigns, with the consequent disclosure of services, products, brands and the like, through a specific tool, with the potential to serve contextual ads containing the virtual addresses indicated by LESSEE;
XV - Intellectual Property: Anything protected by any legal system and in any form around the world;
XVI - Net Revenue: The amount to be passed on to the LESSEE by its advertisers, represented by the sum of the number of clicks, ad impressions, or commissions generated by the ads, within one month, displayed by the LESSEE on the LESSOR Sites, excluding the ads. institutional and bonuses, less taxes, financial costs of collection, and commissions passed on to consultants or agencies;
XVII - Site: set of web pages, owned by a single subject, that generally make up a portal, with varied content;
XVIII - Partner Site: is the Site owned by the LESSOR, which makes it available to the LESSEE, with the specific purpose of renting advertising space for the ad serving;
XIX - Tag: specific identifications provided by the LESSOR to the LESSOR, so that the LESSOR inserts them in the codes of his Site, according to the installation manual provided by the LESSOR, so that the ads are served correctly;
XX - URL: the addresses on the internet;
XXI - Unique User: Identification of a cookie on a single IP address within one hour.
Clause 3 The PARTIES declare to understand the full meaning and scope of the items and stipulations contained in this agreement, the terms of which they had previously had the opportunity to discuss, changing the provisions that did not suit them, which is why they make the following statements, to better define the object, the rights and obligations under this instrument.
WHEREAS LESSEE is a company specialized in online advertising, having developed its proprietary contextual advertising system, which enables and enables the insertion of ads of all formats and content on any other Sites, fixed devices, mobile and platforms that have access the Internet.
Paragraph 2 CONSIDERING, further, that the LESSOR is the lord and developer of the site which makes available his email address or URL when registering on the Webzen Network Site, hereinafter called the SITE LESSOR, as well as any other Sites that may eventually be registered in the future, through which internet users can view any and all content;
Paragraph 3 WHEREAS, finally, that the PARTIES have the common interest of exploring new formats of advertising on the Internet.
Paragraph 4. The PARTIES hereby declare that:
I - are entering into this legal business without any inducement or coercion;
II - undertake to uphold the principles of probity and good faith in the execution and conclusion of this contract.
Paragraph 5. In the light of the above statements, and in accordance with the principles of probity and good faith in the contract, the PARTIES are bound by the terms and conditions set forth below, by themselves, their heirs and successors in any capacity.
Clause 4 The object of this agreement is the leasing of advertising space on the LESSOR's Website to the LESSEE, specifically intended for the insertion of advertising tools provided by the LESSEE, in order to enable the exploitation of advertisements and advertising content in general to its users, with the purpose of last to redirect them to email addresses specified by the LESSEE.
Paragraph 1. If the LESSOR has the option to make other ad formats available, according to the evolution of the platform and the LESSEE's availability, such as mobile phone, notebook, digital television, among others, it will be enough for the LESSOR to access the partner panel on the LESSEE's Website and enable them. them, absent the need for the celebration of a written addendum.
Paragraph 2 In the terms and form of the partnership program, as well as in accordance with the present contractual instrument, the LESSEE shall remunerate the LESSOR taking into account the number of users who access the ads displayed on the LESSOR's Site, as well as the type of action or interaction occurred.
PARTNERSHIP PROGRAM GUIDELINES
Clause 5 The partnership program, which gives rise to the realization of this rental, is composed of simple rules that enable the history of events and make payments possible. To this end, the LESSOR shall observe the following rules:
I - Register in the system through the electronic address www.webzen.network;
II - Insert, in detail, all domains of the Sites to which will include the codes, tags and tools provided by LESSEE, in order to enable the display of advertisements and other content;
III - Enter, in the same way, the other data requested for each domain or Site registered, which will be analyzed by the LESSEE who, without the need for reasons or prior communication, may refuse any request for registration;
IV - Not to make the tools of the LESSEE available to other Sites without the express permission of the LESSEE;
V - Not to promote, host or display content relating to sex, pedophilia, child pornography, child nudity, movies or photographs that were obtained illegally or without permission of the extras, violence of any kind and kind, discrimination, activities illegal content, or any content prohibited by law, including with regard to intellectual property and piracy, under penalty of having its membership canceled, without prejudice to losses and damages arising, still leaving the LESSOR without the right to any payment, even if transfer is pending, and the fine dealt with below will be applicable, in a specific clause.
Clause 6 After registering the Partner Site, the LESSEE will proceed with the study on the feasibility of the application to join the partnership program. In case of viability, an email will be sent to the LESSOR, who will be aware, upon receipt, of the registration approval.
§1 If the apologized in the caput, the LESSOR will receive password and login to use the control panel. In it, the LESSOR will find all the codes that must be added on their Site, which will be able to identify, within the system, that the accesses came from the Partner Site.
Paragraph 2. The LESSOR, with possession of the aforementioned codes, shall insert them in the content pages of his Site, thus enabling the correct functioning of the system. Likewise, LESSOR expressly represents and assumes that it will not change any LESSEE code without prior and express authorization, under penalty of termination of this instrument, as LESSOR is entirely responsible for the partner program's tools and codes, provided that they are used. exactly the way they were developed.
Paragraph 3 As a basic order, the LESSOR shall keep his control panel access data properly protected, stating in advance that he is and will be the only one to use the access to the aforementioned platform, taking full responsibility for the advances in its use. .
Paragraph 4. The LESSOR may restrict, at its discretion, under any pretext, the display of advertisements on its Site.
Paragraph 5 The LESSEE is authorized from time to time to modify, update, and remodel the visual and material as well as formal content of advertisements on the Partner Site, as well as URLs to which the link directs, in order to enhance the experience. for the end user, contemplating the technological advances of the tool.
§6 The LESSOR is aware and knowledgeable of the method used by the LESSEE to account for the monthly number of hits to ads, over a specific period of time, as well as to certify about the activity performed by the user, which consists in the handling of cookies. Accordingly, the LESSEE disclaims any liability with respect to the lack of remuneration caused by the exclusion or non-acceptance by users of such cookies. Likewise, the LESSOR agrees that the calculation of ad clicks and impressions will be performed exclusively by the LESSEE.
Clause 7 When you lease space on the Site for advertising, the LESSOR will receive a rent, which will be calculated based on the amount of clicks, ad impressions, and commissions generated on the ads displayed and served by the LESSEE tool on your Site, equivalent to Fifty percent (50%) of net revenue earned in the month through the Partner Site, according to the ECPM metric found in the dashboard reports.
Paragraph 1. Payments shall be made monthly, until the last day of the month following the calculation of the assets, provided that they exceed the minimum value of R $ 100.00 (one hundred reais), and, if not, shall be made as soon as the sum of all unpaid months makes up the above amount.
Paragraph 2 The LESSOR shall not be entitled to any compensation, having its credits by the LESSOR zeroed in the following cases: (i) if the amount of the monthly rent obtained through the Partner Site does not exceed the minimum amount of R $ 100.00 ( one hundred Reais) plus six (6) consecutive months of advertising; (ii) if the LESSOR Partner Site does not generate impressions for three (3) consecutive months; or (iii) the LESSOR is banned for breach of any of the provisions contained in Clause 8 at any time, regardless of whether or not the minimum amounts and terms set forth in this paragraph have been met.
Paragraph 3. The LESSOR shall indicate a bank account, which he owns, for the LESSEE to make the payments, upon presentation of the skillful tax document, or rent receipt, an opportunity in which the eventual tax withholdings will be made, agreeing in advance, the LESSOR, with such a fact. If the documents are not presented, the payment will be postponed, in the same way.
Paragraph 4. In the event that the LESSOR is a legal entity, payments shall be made in the same manner as above, but upon presentation of the appropriate tax document, or rental receipt, at which opportunity any tax withholdings will be made, agreeing, provided already, the LESSOR, with such a fact. If the documents are not presented, the payment will be postponed, in the same way.
Paragraph 5 The parties are responsible for the payment of taxes that may be levied on the revenues arising from this contract, except for the possible tax withholdings provided for in applicable law, opportunities in which the LESSEE is authorized to make the appropriate withholdings and transfers.
§6 The LESSOR expressly accepts the proportion, amount and form of payment, and is aware that the LESSEE will not pay, assist or subsidize any type of investment made, even if associated with the lease of advertising space, being solely and exclusively the payment of the amounts referred to in this clause.
Clause 8 The practices described in the items below are expressly prohibited. In the event of any of the following actions, the LESSEE will be automatically and independently of express notice released from any payment due to the LESSOR, as well as the immediate exclusion of the LESSOR from the partnership program, as well as the imposition of a fine. :
I - Generation of access to sites not approved or not registered through the partnership program;
II - improperly or expressly unauthorized use of the LESSEE's name, trademark, texts, images, totally or partially;
III - use of automatic systems and / or other mechanisms of this kind that force or induce visitors and users of the Partner Site to involuntarily access the ads of the tool;
IV - any type of fraud aimed at increasing the number of ad clicks and / or impressions;
V - corruption of person, offering pecuniary advantage, so that this, promotes clicks and views;
VI - use dubious terms and content that may put users inadvertently to click or view the content inadvertently;
VII - promote any change in the tools provided by the LESSEE;
VIII - use other means, tools, links and plug-ins that are not authorized or foreseen by the LESSEE;
IX - use third party registrations to somehow defraud the system, in any way violating the above prohibitions or the policies of LESSEE.
Clause 9 Are the exclusive responsibilities of the LESSOR:
I - the integral development, operationalization and maintenance of its Site, as well as for all information presented in its content, there being no responsibility of the LESSEE about the information disclosed by the LESSOR, except with respect to the tools provided by it. II - ensure that the insertion of any material or tools on the Partner Site will not be against the rights of third parties; III - do not insert the codes, tags and tools provided by the LESSEE on Sites or URLs that contain content of sex, pedophilia, child pornography, nudity of persons under 18 years of age or any age, movies or photographs that were obtained illegally. or without the consent of the persons appearin
Clause 10 The sole responsibility of LESSEE:
I - make timely payments to the LESSOR, in connection with valid clicks, ad impressions and commissions generated through the LESSOR Sites, and accounted for by the LESSOR, except in the event of non-attainment of the minimum amount, pursuant to specific clauses regarding payments in this instrument; II - Ensure that the links and URLs you enter on the Partner Site will not be intended for users to sites that bring in inappropriate content (sex, pedophilia, illegal movies or photos, violence, discrimination, illegal activity, piracy, or any other content). that violates current legislation); III - provide access to the tools inserted on the Partner Site, however not guaranteeing continuo
Clause 11 Absolutely all intellectual and industrial rights in LESSOR's tools, their constant development, involved computer programs, domains, trademarks, designs, content, codes, and other assets, are LESSEE's property.
Paragraph 1. In the event of any such property inscribed in the caput shall be extended to the LESSOR, and is hereby established and agreed that he shall not have any rights over it.
Paragraph 2 For purposes of implantation and disclosure of the object of the instrument in question, the parties may authorize the use of their marks and identification signs by the other PART, for the specific and sole purpose of identifying access and disclosure of the partnership.
Paragraph 3 The use of any reverse engineering, decompilation or disassembly of computer programs and systems owned by the other PART is strictly prohibited for both PARTIES.
Clause 12 The LESSEE is allowed to propose changes to the terms and conditions of this instrument, and to do so, make available the broad and unrestricted content of such proposals on its Site and the control panel. In the event of the LESSOR disagreeing with any or all of the proposed modifications, the LESSOR shall disclose his disagreement to the LESSEE by e-mail email@example.com, within seven (7) business days from the date of their availability. In the event of silence, all proposals will be deemed accepted and will become an integral part of this instrument.
Single paragraph. If the reasons for the disagreement are presented within the established deadline, the LESSEE may continue with the contract under the terms of its previous wording, or, alternatively, terminate the contract, settling the outstanding payments due to the LESSOR, receiving full discharge.
Clause 13 The PARTIES, during the term of this contract and for two (2) years after its termination, mutually undertake to maintain the confidentiality of any and all trade secrets, technical knowledge and all other types of information that may come to light. to know each other and may not use them, except as expressly authorized by the other PARTY, unless the information falls or is already in the public domain or required to be disclosed by court order.
Single paragraph. Such information may be disclosed to employees of the PARTIES who need to know it for the purposes of this agreement, however, all parties shall be advised of the confidentiality involved and undertake in writing to maintain it.
Clause 14 This contractual instrument, with all of its covenants, shall have an initial term upon the approval of the LESSOR's registration by the LESSEE, and shall remain in force indefinitely, and any of the PARTIES may terminate it at any time and on written notice. at least 60 (sixty) days in advance.
Clause 15 The motivated termination of this contract shall take place in the following cases:
I - breach of any clause; II - occurrence of act of God or force majeure; III - judicial or extrajudicial recovery, bankruptcy or proven insolvency of any of the PARTIES. Single paragraph. Contrary to the contrary, it has the right, before deciding to terminate the contract for the reasons listed above, to notify the other party in writing, seeking and requesting the settlement of the case, within a specified time.
ELECTRONIC FORMS OF ACCEPTANCE OF TERMS AND CONDITIONS
Clause 16 The LESSOR, at the time you press or click the "accept" box at the end of the contract, declares to have read it in full, and in full compliance with its terms and conditions. Then, the system will generate a unique code, protected by encryption, which confirms the digital signature, leaving the LESSOR, from now on, obliged to comply with all the provisions of this instrument.
Clause 17 Failure to settle any obligation set forth in this agreement by either of the PARTIES after the period of three (3) days considered of the notification of the irregularity shall subject the defaulting PARTY to the payment of non-compensatory contractual fine in respect of the sum of payments made or received in the last 12 (twelve) months, or fraction, without prejudice to the collection of losses and damages arising.
Clause 18 This contract is signed by the parties, mutually obliging the heirs or successors of their rights and obligations.
Clause 19 The non-exercise of any rights by any of the PARTIES shall not mean waiver, novation or amendment of clauses of this agreement, and the PART may, at its discretion, exercise them at any time.
Clause 20 The assignment, in whole or in part, without the consent of the other PARTY, of this agreement or any rights arising therefrom, is prohibited, except in cases of corporate restructuring, merger, split or incorporation.
Clause 21 The annulment, by any means, of any clause or part of this contract, does not imply in the others.
Clause 22 If it is necessary to have recourse to the court, the succinct PARTE will be responsible for paying the fees, already fixed at 20% of the value of the case, to the lawyer of the opposing PART.
Clause 23 The PARTIES are independent, not establishing this contract, employment relationship, relationship of representation, joint venture, partnership or de facto partnership or consortium between them, and neither party is responsible for the failures of the other, each bearing the profits and losses from its activities.
Clause 24 In order to settle any disputes that have arisen, the PARTIES elect the jurisdiction of the District of the State Capital of São Paulo, to the detriment of any other, however privileged, always, in advance, seeking alternative forms of settlement.
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