PLEASE CAREFULLY READ THE FOLLOWING GENERAL TERMS AND CONDITIONS (THE “TERMS & CONDITIONS”) BEFORE USING THE SERVICE. BY CLICKING THE “I ACCEPT” BUTTON THE PUBLISHER (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT THE PUBLISHER DULY REPRESENT) ARE ACCEPTING AND AGREEING TO BE UNCONDITIONALLY BOUND BY THE TERMS & CONDITIONS AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. THE PUBLISHER’S CONTINUED USE OF THE SERVICE SHALL ALSO CONSTITUTE ASSENT TO THE FOREGOING. THE 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 THE PUBLISHER 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 SERVICE. bADger Platform Service General Terms and Conditions
The terms and conditions set forth herein (hereinafter the “Terms & Conditions” or “Agreement”) shall apply on the relationship between bADger Entertainment Inc., also known as bADger, including its affiliates, (“bADger”) and the developer/owner/operator (“Publisher”) of a web or mobile application (the “App”) regarding the Publisher’s use of bADger’s service (the “Service”) as further detailed herein. bADger 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://developers.blindferret.com/general/terms-and-conditions/platform-service-general-terms-conditions/. bADger will also update the "last updated date" at the end of the Agreement. By continuing to use the Service, the Publisher agree to be unconditionally bound by the modified Agreement. If the modified Agreement is not acceptable to the Publisher, the Publisher’s only recourse is to cease using the Service.
Upon activation of the “Live” mode of the Service and the successful instalment of the applicable integration tool (e.g., SDK) on the Publisher’s App, bADger may, from time to time, deliver/make available Advertisement’s campaigns (the “Campaign”) to be displayed in the App through the Ad Unit (as defined below). Each Campaign will include the campaign details, payouts, and inventory to be delivered (e.g., impressions, clicks or other desired actions). As the controller of the App the Publisher control the Publisher’s media buys and the display of Advertisements on the Publisher’s App, however the Publisher acknowledge that the Campaigns’ terms is predetermined and therefore if the Publisher don’t agree to the terms of a specific Campaign and/or if the Publisher believe that the Campaign is not suitable for the App’s users the Publisher can request bADger in writing (“written” for the purpose of this Agreement shall also include fax and email communications) to remove the applicable Campaign from the Ad Unit. However the Publisher’s right shall be limited to the removal of the entire Advertisement from the App, and in any event the Publisher shall not add, modify, alter, delete content, text, creative or appearance of the Advertisement or deviate from Advertisement display instructions without the prior written consent of bADger.
For the purpose hereof “Advertisement” means an advertisement and/or interactive advertisement that contains certain advertising content and “Ad Unit” means bADger’s browser window, which, when installed, shall appear on the App and via which the App’s users shall be able to view the Advertisements and/or participate in the applicable interactive offers offered thereon.
Payment Terms. bADger shall pay the Publisher’s Revenue Share (as defined below) out of the Net Advertising Revenues (as defined below) generated in a given month, within sixty (60) days after the end of such calendar month as a conclusive payment for said month, provided however that if the Revenue Share due for a given month amounts to less than one hundred dollars ($100.00) USD (the “Minimum Threshold”), bADger shall be entitled to postpone the payment of such amount until such calendar month in which the cumulative amounts due is equal to or exceed said Minimum Threshold. In the event that in any given six (6) months during the Term of the Agreement the Publisher don’t achieve the Minimum Threshold, then at the end of such period any then accumulated fees due shall be deemed cancelled and non-payable.
For the purpose of this Agreement: (i) “Qualified Transaction” means with respect to an Advertisement, the completion by the App’s user of certain requirements set forth in such Advertisement such as, for example purposes only, viewing an advertising video, purchasing a product or installing an application; (ii) “Net Advertising Revenues” means the gross revenues payable for Qualified Transactions concluded through Advertisements published in the App - less certain deductions made according to bADger’s policy (as may be amended from time to time), such deductions to include taxes and other governmental charges (if applicable) that bADger is required to pay, collect or withhold with respect to the supply of the Service (except taxes that apply on bADger’s income) (the “Taxes”), allowance for fraudulent transactions, chargebacks, refunds, financing expenses, uncollected and unallocated amounts, currency exchange fees, payments such as commissions or discounts allowed or paid to advertising agencies, sales commissions, agency fees, referral fees, wire/PayPal transfer fees and costs related to creative services, upload, and technology (such as hosting) used in provision of the Service, any fees paid to or deducted by third party payment provider; (iii) “Revenue Share” means the Publisher’s Share (as detailed in the applicable Campaign) out of the Net Advertising Revenue generated in such Campaign.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS”. bADger DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. bADger MAKES NO WARRANTY REGARDING THE ADVERTISEMENTS, INCLUDING IN TERMS OF QUALITY, LEGALITY AND NON INFRINGEMENT, AND SHALL HAVE NO LIABILITY REGARDING PRODUCTS/SERVICE SOLD AND/OR PROMOTED THROUGH SUCH ADVERTISEMENTS. bADger MAKES NO WARRANTY THAT THE SERVICE AND ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. bADger DOES NOT MAKE, AND THIS AGREEMENT DOES NOT PASS TO THE PUBLISHER IN ANY WAY, ANY REPRESENTATION, WARRANTY OR UNDERTAKING ON BEHALF OF ITS SUPPLIERS OR LICENSORS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
As between the Parties: (i) bADger and its licensors (if any) retain all rights, title and interest, including Intellectual Property Rights in and to, any and all components of the Service, bADger’s Confidential Information, and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights in and to the foregoing not expressly granted hereunder is reserved to bADger and its licensors (if any); and (ii) the Publisher and the Publisher’s licensors (if any) retain all rights, title, and interest, including Intellectual Property Rights in and to, any and all components of the App (including its content), and the Publisher’s Confidential Information, and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing; all rights in and to the foregoing subsection (ii) which is not expressly granted hereunder is reserved to the Publisher and the Publisher’s licensors (if any). bADger hereby provides the Publisher with a limited, non-exclusive, non-sub licensable, non-transferable, royalty free worldwide right, under its Intellectual Property Rights and the licenses provided to it by third parties, only during the Term of this Agreement, to display the Advertisement on the App solely according to the terms of this Agreement. “Intellectual Property Rights” shall mean, any and all intellectual property rights, whether registrable or not, in any jurisdiction worldwide inter alia, patents and trademarks (including applications), copyrights (including moral rights), domain names, trade secrets, know-how and Confidential Information.
A party (the “Receiving Party”) may use the other party’s Confidential Information (the “Disclosing Party”) only as necessary to exercise rights and perform obligations under the Agreement. Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party without its written consent. Receiving Party will protect Disclosing Party’s Confidential Information from disclosure or misuse by using the same degree of care as for Receiving Party’s own Confidential Information of like importance, but will at least use reasonable cis. Each Party agrees to restrict access to the Confidential Information to those of its officers, directors and employees (including of its related bodies corporate), independent contractors or service providers it retains (collectively “Employees”), who have a "need to know", have been instructed as to the confidential nature of such information and is bound by written confidentiality obligations at least as stringent and onerous as the obligations imposed on the parties hereto. A Party hereto shall be liable to the other in the event that any of its Employees breach these obligations. However, Confidential Information shall not include any information that Receiving Party can demonstrate is: (i) known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to disclosure by the Disclosing Party; (ii) independently developed by the Receiving Party without the use of or reference to any Confidential Information; (iii) legally received by the Receiving Party (without breach of any confidentiality obligation by any third party) from a third party that is not under a confidentiality obligation to the Disclosing Party; or (iv) publicly available through no breach of this Agreement by Receiving Party.“Confidential Information” means all non-public information whether disclosed orally, in writing or in any other manner, in any form and in any media, including without limitation, any and all financial, technical, business information relating to the either party, information related to clients, methods, ideas, concepts, softwis, trade secrets or other intellectual property rights, formulations, data, know how, designs, inventions, discoveries, processes and any sales, financial, contractual and marketing information and any information of a confidential nature concerning products or services of the parties.
bADger shall be entitled to make appropriate and truthful reference to the Publisher’s App for marketing and promotional purposes and website listing, provided that bADger shall properly attribute the App‘s trademark and logo in compliance with its trademarks use guidelines.
If any dispute arising in connection with the performance of this Agreement shall not be amicably resolved, such dispute shall be solely and finally governed by and be construed according to the laws of the Province of Quebec, Canada, without regard to the conflict of laws provisions thereto and shall be exclusively resolved in the competent court in Montreal.
(i) the Publisher may not assign this Agreement in whole or in part without the prior written consent of bADger. bADger may assign this Agreement in whole or in part without the Publisher’s prior written consent as long as its successor or assignee of this Agreement agrees in writing to be bound by this Agreement. Any assignment in violation of this provision shall be deemed null and void; (ii) This Agreement and the exhibit attached hereto constitute the entire and exclusive agreement between the Parties with respect to the subject matter hereof; (iii) In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect; (iv) Any written notice required or permitted to be given under this Agreement shall be deemed to have been given and made if it is: (a) delivered in person, (b) sent by same day or overnight courier, (c) mailed by certified or registered mail, return receipt requested, postage prepaid, or (d) delivered by facsimile or email the transmittal of which with respect to fax shall be confirmed. Notices will be deemed effective on the date of delivery in the case of personal delivery, or three (3) business days after mailing or on the date of dispatch in the case of notification by facsimile or email. bADger's addresses for purposes of notice shall be the address detailed in its website and the Publisher’s addresses for purposes of notice shall be the address provided as part of the registration procedure unless updated in writing at a later stage.
Last Revision Date: July 25, 2016