Effective July, 1st 2017
Bidwise Publishers Program is a free service operated by BIDWISE Inc. (“BIDWISE,” “Company,” “we,” “us,” “our”) that allows you to earn money by featuring ad units and links from our advertisers and partners in your online store, website, or application. Bidwise keeps track of the clicks that go to retailers and calculates a revenue share based on the volume and quality of the traffic.
“Bidwise Services” include Bidwise’s shopping website(s) and the Bidwise’s Publishers Platform, which may be used to embed product links and widgets provided and enabled by BIDWISE ("Ad Placements") in your store, website, or other application.
BIDWISE reserves the right, in its sole discretion, to modify the Bidwise Publishers Program Terms at any time by posting a notice on the Company’s website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Bidwise Publishers Program by you following such notice constitutes your acceptance of the terms and conditions of the Bidwise Publishers Program Terms as modified.
Acceptance into the Bidwise Publishers Program is determined at the Company’s sole discretion. The Company may refuse participation to anyone at any time in its sole discretion. By enrolling in the Bidwise Publishers Program Services, you represent and warrant that you are at least 18 years of age and that you will not have anyone else register a Bidwise Publishers Program account on your behalf.
You are solely responsible for any store, website or other application with which you use the Bidwise Publishers Program Service (each, a "Bidwise Publishers Program Site"). You are solely responsible for maintaining the security of, and for all activities that occur under, your account and Bidwise Publishers Program Sites, including all content and materials, advertising, maintenance and operation, implementation of our technical requirements, and adherence to these Bidwise Publishers Program Terms. BIDWISE is not responsible for anything related to your accounts or Bidwise Sites or for responding to questions from end users of your accounts or Bidwise Publishers Program Sites.
A "Qualified Click" occurs when an end user clicks on an Bidwise Ad Placements properly embedded in your Bidwise Publishers Program Site and such user is directed to a webpage that may be hosted by Bidwise or the merchant associated with the Bidwise Ad Placements(excluding clicks in violation of these Bidwise Publishers Program Terms). A click does not have to lead to a purchase in order to be considered a Qualified Click.
You shall not promote or facilitate a Qualified Click by any means other than displaying an Authorized Ad Placements on your Bidwise Publishers Program Site. You agree to comply with technical and other requirements provided by the Company (e.g., to enable proper display of Bidwise Ad Placements, and tracking and reporting of Qualified Clicks.) You acknowledge and agree that sites and Ad Placements are subject to review and approval by the Company in its discretion at any time and shall comply with the placement and use guidelines that may be provided by the Company from time to time. If the Company issues placement and use guidelines, it will do so by posting a notice at: http://www.Bidwise.com/terms or notifying you via email or postal mail. All such guidelines are incorporated into these Bidwise Publishers Program Terms. In the event the Company requests that you remove an Ad Placement from a Bidwise Publishers Program site, you must comply with the Company’s request within twenty-four (24) hours of receiving notice from the Company. Failure to comply with such Company request may result in suspension and/or termination of your account.
A “Qualified Purchase” occurs when an end user clicks on an Bidwise Ad Placements properly embedded in your Bidwise Publishers Program Site and such user is directed to a webpage that may be hosted by Bidwise or the merchant associated with the Bidwise Ad Placements(excluding purchases in violation of these Bidwise Publishers Program Terms).
You are not entitled to any payment for any clicks generated prior to the creation and approval of your Bidwise Publishers Program account, or for any payment based on: (A) any amounts which result from clicks generated by any person, bot, automated program or similar device, as reasonably determined by Company, including without limitation through any clicks (x) originating from your IP addresses or computers under your control, (y) solicited by payment of money, false representation, or request for end users to click on Authorized Ad Placements, or (B) clicks co-mingled with a significant number of invalid clicks described in (A) above, or as a result of your breach of the Bidwise Publishers Program Terms. The Company reserves the right to withhold payment, offset payment, or charge back your account for amounts (i) due to any of the foregoing; (ii) due to your breach of these Bidwise Publishers Program Terms; (iii) in the event that a merchant whose Ad Placement is displayed in connection with your Bidwise Publishers Program Site defaults on payment for such Ad Placements to the Company; (iv) for a reasonable time to ensure that the correct amount is paid; (v) and/or if the Company determines that such payment to you in a jurisdiction is illegal under the laws of that jurisdiction.
After acceptance by the Company and upon participation in the Bidwise Publishers Program Services, you will receive payments based on the number of Qualified Clicks and Qualified Purchases generated from your Bidwise Publishers Program Site (and the associated revenue generated from our Merchant Partners as a result of those Qualified Clicks and Qualified Purchases), this amount to be determined solely by the Company at its sole discretion. Any payments owed to you shall be sent by the Company approximately thirty (30) days after the end of each calendar month for the Qualified Clicks and Qualified Purchases that were completed during that month; however, the Company is not responsible for making payments for any earned balance less than US$100, CA$100, £100 GBP, €100 EUROS, or AUD$100 (whichever currency is applicable to your country of residence). Payment will be made by the Company's choice of either check, PayPal or other electronic payment method. If requested by the Company, you are responsible for providing the Company with accurate information needed to facilitate payment to you.
The Company may change its pricing and/or payment structure at any time. Payment shall be calculated solely based on records maintained by Company. You agree that you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, for any bank fees related to returned or cancelled checks due to erroneous contact or payment information. If you dispute any payment made, you must notify the Company within thirty (30) days of any such payment by emailing a detailed description of your dispute to. You agree that failure to do so shall result in your waiver of any claim relating to such disputed payment.
YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR PAYING ANY AND ALL APPLICABLE TAXES OR CHARGES IMPOSED BY ANY GOVERNMENT ENTITY IN CONNECTION WITH YOUR PARTICIPATION IN THE BIDWISE PUBLISHERS PROGRAM SERVICES, INCLUDING WITHOUT LIMITATION ANY INCOME TAX RELATED TO YOUR EARNINGS IN THE BIDWISE PUBLISHERS PROGRAM. PROVIDED, HOWEVER, BIDWISE MAY DEDUCT APPLICABLE TAX FROM ANY PAYMENTS OWED TO YOU TO THE EXTENT REQUIRED BY LAW OR A GOVERNMENT ENTITY.
You acknowledge that, as between you and the Company, the Company owns all right, title and interest, including without limitation all intellectual property rights, in and to the Bidwise Publishers Program Services (including, without limitation, the Company's software, API, brands, logos), and that you will not acquire any right, title, or interest in or to the Bidwise Publishers Program Services except as expressly set forth in these Bidwise Publishers Program Terms. Except to the extent the provisions of this sentence are expressly prohibited by applicable law, you will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Bidwise Publishers Program Services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Bidwise Publishers Program Services or proprietary information related thereto.
You will not remove, obscure, or alter the Company's or any third party's copyright notice, proprietary rights notices, or other notices affixed to or contained within any Authorized Link, or within any Company or third party service, software, data, image, or other content.
You shall not, and shall not permit any third party to, place any Ad Placements or Ad Placements on any coupon deal websites and/or coupon aggregator websites, adult website, as determined by the Company in its sole discretion. You shall not engage in any action or practice that reflects poorly on the Company or its merchants or otherwise disparages or devalues the Company's reputation or goodwill. You shall not direct to any merchant any communication regarding any Ad Placements or Qualified Clicks in connection with your Bidwise Publishers Program Site or accounts.
The Company maintains the right to investigate suspected misuses of the Bidwise Publishers Program Services. You acknowledge that any attempted participation in or violation of any of the foregoing is a material breach of the Bidwise Publishers Program Terms and that the Company may pursue any and all applicable civil, criminal, legal and equitable remedies against you. You shall not create a new Bidwise Publishers Program account after the Company has terminated your account.
You represent and warrant that (a) all of the information provided by you to the Company is correct and current; (b) you own or have sufficient legal rights to all of the content you submit and post to your Bidwise Publishers Program Site; (c) you have all necessary rights, power, and authority to enter into these Bidwise Publishers Program Terms and to perform your obligations in connection with your use of the Bidwise Partners Program Services; (d) you have complied and will continue to comply with all applicable laws, statutes, ordinances, rules and regulations (including without limitation the CAN-SPAM Act of 2003 if located in the United States, or similar applicable legislation in your applicable country, and any relevant data protection or privacy laws and regulations) in using the Bidwise Publishers Program Services; (e) your use of the Services and the entering and performance of this Agreement does not conflict or breach any of your other obligations or agreements with third parties; and (f) your Bidwise Publishers Program Sites and any materials displayed therein: (i) comply with all applicable laws, statutes, ordinances, rules and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not illegal, pornographic, hate-related, violent, defamatory or otherwise objectionable.
You agree not to disclose Confidential Information without the Company's prior written consent. "Confidential Information" includes without limitation: (a) click-through rates or other statistics relating to performance in the Bidwise Publishers Program Services provided to you by the Company; (b) any other information designated in writing by the Company as "Confidential" or an equivalent designation; and (c) that information which might otherwise be reasonably considered to be confidential given the nature of the circumstances. However, you may accurately disclose the amount of the Company's gross payments to you pursuant to the Bidwise Publishers Program Terms. Confidential Information does not include information that (i) is public or has become publicly known through no breach by you, (ii) is independently developed by you without access to the Confidential Information, as evidenced in writing; or (ii) is rightfully received by you from a third party without their breach of any confidentiality obligations. You may disclose Confidential Information if you are required by law or by a governmental authority; provided that you provide the Company reasonable prior written notice so that the Company may seek a protective order.
Where allowed by law, you agree that the Company may use your name and logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, search results pages, and referral pages in connection with your participation in the Bidwise Publishers Program program.
THE BIDWISE PUBLISHERS PROGRAM SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITES, SITES, OR BLOGS (INCLUDING WITHOUT LIMITATION ANY CONTENT, MALWARE, VIRUSES OR OTHER HARMFUL CODE ACCESSED THROUGH ANY BLOG), AD PLACEMENTS, QUALIFIED CLICKS, AMOUNT OF POTENTIAL PAYMENTS HEREUNDER, OR BIDWISE PUBLISHERS PROGRAM SERVICES, OR TECHNOLOGY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT ACCESS TO OR USE OF THE BIDWISE PUBLISHERS PROGRAM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY'S LIABILITY WILL NOT BE RESTRICTED IN THE CASE OF DEATH OR PERSONAL INJURY CAUSED DIRECTLY BY THE COMPANY'S DEFAULT OR NEGLIGENCE.
IN NO EVENT WILL THE COMPANY, OUR SUBSIDIARIES OR AFFILIATES, OUR LICENSORS,OR OUR OTHER SUPPLIERS (OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS,EMPLOYEES, OR AGENTS) BE LIABLE UNDER THIS AGREEMENT (INCLUDING WITH RESPECT TO THE BIDWISE API, THE BIDWISE SHOPPING ENGINE, THE MERCHANT CONTENT, OR THE USER CONTENT UNDER THE API TERMS) UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (A) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE FEES PAID BY YOU THEREFORE OR $100; (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (C) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
To the maximum extent permitted by applicable law, you agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their respective directors, officers, employees, and merchants and suppliers (collectively "Indemnified Person(s)") harmless from and against any and all claims, liability, settlements, loss, and expense (including, without limitation, reasonable legal fees and costs), brought against any Indemnified Person(s), arising out of or relating to (a) your use of the Bidwise Publishers Program Services, (b) your Bidwise Publishers Program Sites(s), and/or (c) your breach of any provision of the Bidwise Publishers Program Terms. You agree to cooperate as fully as reasonably required in the defense of any claim, and we reserve the right, at our own expense, to assume the exclusive defense, control and settlement of any indemnifiable matter.
You may choose to terminate your use of the Bidwise Publishers Program Services at anytime. You may stop displaying Ad Placements on your Bidwise Publishers Program Site at any time by removing from your Bidwise Publishers Program Sites the links or widgets provided by the Company in connection with such Ad Placements. You may terminate this Agreement at any time by sending notice to BIDWISE Inc. Attention: Bidwise Publishers Program Program, 111 Sutter Street, 15th Floor, San Francisco, CA 94104. The Company may at any time, for any reason and in its sole discretion, modify or terminate all or part of the Bidwise Publishers Program Services, terminate these Bidwise Publishers Program Terms, or suspend or terminate the participation of any Bidwise Publishers Program Site in all or part of the Bidwise Publishers Program Services.
These Bidwise Publishers Program Terms will be governed by and construed in accordance with the laws of the State of Florida without giving effect to the conflict of laws provisions of Florida or your actual state or province or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Bidwise Publishers Program Terms to be unenforceable, the remainder of these Bidwise Publishers Program Terms will continue in full force and effect. If you reside in the United Kingdom, you agree that none of these terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any third party. The Bidwise Publishers Program Services and these Bidwise Publishers Program Terms are not directed at or intended to apply to consumers as defined in any applicable consumer legislation outside the United States. However, where the Bidwise Publishers Program Services are used by a person dealing as a consumer, such person will retain their statutory rights under local applicable consumer laws. Nothing in these Bidwise Publishers Program Terms is intended to affect those legal rights and these Bidwise Publishers Program Terms will apply to the extent that applicable law allows in the country where the consumer is resident.