JUBNA STANDARD ADVERTISER’S AGREEMENT
Last Updated & Effective Date: April 21, 2020
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS IN FULL AND VERY CAREFULLY PRIOR TO REGISTERING AS A PUBLISHER, ADVERTISER, OR USER OF JUBNA. YOUR AGREEMENT TO THESE TERMS CREATES A LEGAL BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND DIGI MENA F.Z.E. (THE OWNER AND OPERATOR OF THE JUBNA PLATFORM). IF YOU REGISTER FOR THE JUBNA PROGRAM OR PARTICIPATE IN THE JUBNA PROGRAM OR JOIN THE JUBNA PROGRAM IN ANY WAY OR FORM YOU ARE AFFIRMATIVELY STATING AND AGREEING THAT YOU ARE IN AGREEMENT WITH THESE TERMS AND CONDITIONS AND FULLY ACCEPT THE COVENANTS, REPRESENTATIONS, WARRANTIES, AND TERMS CONTAINED HEREIN.
This Agreement (the “Agreement”) is entered into by and between You and DIGI MENA FZE (“Jubna”). This Agreement shall govern the Jubna website, platform, network and the Content Recommendation Platform (the “Program”) and Your use, agreement, and relationship with Jubna, and the Program. The Agreement consists of the Jubna’s Standard Terms and Conditions (the “Terms”), and the Jubna Compliance Policies and Guidelines, as amended and updated from time to time, which can be reviewed at https://jubna.com/en/faqs.
“Customer”, “You”, “Your”, and/or “Advertiser” shall be defined as any person or entity identified in the registration and application process (or listed at the time of enrollment), as submitted by the same person, entity, affiliated persons, and/or its agent or representative, or network acting on behalf of such person or entity, and being bound by this Agreement.
Subject to this Agreement, the Terms, conditions, policies, guidelines or procedures that are developed, modified, or enacted by Jubna from time to time, Jubna hereby grants you the limited and revocable right of use, access, and participation in the Program.
The Program gives users the ability to participate as Advertisers to purchase media inventory made available by Publishers on Publisher Media.
As used herein, “Publisher” means any third party that makes media inventory available for purchase by Advertisers for the placement of Promotional Content via the Program. “Publisher Media” means websites, applications, mobile websites, mobile applications and other media through or on which Promotional Content may be delivered that is owned or operated by the Publisher or on which the Publisher has the right to place Promotional Content. “Promotional Content” means the content designed and developed by the Advertiser for the purpose of placing on the Publisher Media.
Upon accessing the Jubna network or participating, registering, and/or enrolling in the Program, You affirmatively represent and warrant that You are at least 21 years of age, and if representing a legal entity; you have the full capacity and authority to act and bind the legal entity and hereby agree to be bound by this Agreement and the policies and procedures of Jubna.
The Advertiser is solely responsible for the Promotional Content including all: (a) content targeting options and keywords (collectively "Targets") and all text, content, artwork, information, images, and URLs ("Creative"), whether generated by the Advertiser directly or by the Advertiser’s service providers and/or representatives; and (b) web sites, services and landing pages which Creative links or directs viewers to, and advertised services and products (collectively "Services").
The Advertiser shall protect any password(s) and take full responsibility for Advertiser’s own, and third party, use of any Advertiser accounts. You understand and agree that Promotional Contents may be placed on any Publisher Media at Jubna’s sole discretion unless You expressly opt-out of such Publisher Media placement in the manner made available by the Program. You otherwise authorize and consent to all such placements.
Jubna has an absolute authority to modify or suspend any of its Program features and/or capability at any time without notifying you and without any liability.
Jubna, its Partners, service providers or subcontractors reserve the absolute discretion to reject or remove any Promotional Content for any or no reason.
3. CONDUCT AND COMPLIANCE.
Access and use of the Program is subject to the Terms, applicable laws and regulations of the United Arab Emirates (as defined below) and Jubna’s policies and guidelines. The Advertiser hereby represents and warrants that it:
- has reviewed Jubna’s policies and guidelines that are applicable to its Promotional Contents, which are made available here: https://jubna.com/en/faqs ("Jubna’s Policy”);
- will regularly check Jubna’s Policy for updates; and
- shall comply with any and all such policies and guidelines applicable to its Promotional Content, as well as applicable laws and regulations of the United Arab Emirates as amended from time to time, which includes Federal Law No. 5 of 2012 on Cyber Crime, Federal Law No. 24 of 2006 on consumer protection, Federal Law No. 15 of 1980 on Publications and regulations, resolutions of the National Media Council of the United Arab Emirates and any other laws which may be applicable to the Advertiser or the jurisdiction of which the Promotional Content is targeting (“Applicable Laws”).
Furthermore, you shall not, nor shall You authorize any party to:
The Advertiser shall be responsible for all charges as set out on the Advertiser’s account, and shall pay all charges in the currency designated on the account or in such other currency as specified by Jubna.
The Advertiser shall pay all charges in accordance with the payment terms as set forth in the Program. Late payments bear interest at the rate of 1.5% per month. Charges are exclusive of all and any applicable taxes including VAT, which shall be charged in addition where applicable. Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and legal fees Jubna may incur in relation with collection due amounts or pursuing or enforcing its rights under the Terms.
To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 7 days after the charge. Charges are solely based on Jubna’s measurements for the applicable Program, unless otherwise agreed to in writing. Any funds still left on deposit over one year after Advertiser’s last activity on the Program shall be forfeited to Jubna. To the fullest extent permitted by law, refunds (if any) are at the sole and absolute discretion of Jubna and only in the form of advertising credit for use on the Program. Advertiser acknowledges and agrees that any credit card, bank account, wire transfer details and related billing and payment information that Advertiser provides to Jubna may be shared by Jubna with sub-contractors and service providers of Jubna, such as payment processors and/or credit agencies and/or financial institutions, solely for the purposes of checking credit, effecting and processing payments to Jubna and servicing Advertiser's account. Jubna may also provide information in response to legal actions and proceedings or regulatory investigations. Jubna shall not be liable for any use or disclosure of such information by such third parties.
Nothing in these Terms shall obligate Jubna to extend credit payment term (“Credit”) to You or any other party. Jubna may, in its sole and absolute discretion, decide to extend Credit to you. Such Credit shall be subject to separate credit terms and conditions which shall be made available at the time granting such Credit. For the purpose of establishing Credit (subject to Jubna’s sole discretion), You agree that Jubna may require a financial accounting and inspection of Your books and records including, but not limited to, access to Your computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. You hereby authorize Jubna to obtain credit reports, including information from credit rating agencies regarding Your business and to require You to provide it with reasonable information regarding Your financial position.
Jubna reserves the right, in its sole and absolute discretion, to terminate this Agreement and/or Your access to the Program at any time for any reason, without notice to You. Upon termination, the representations, warranties and obligations of the Advertiser contained within the Agreement shall survive and remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled. After receipt of Your written notice of cancellation, Jubna will as soon as practically possible cease serving your Promotional Content. The cancellation may be subject to Program policies or the ability of Jubna to resell reserved inventory on Publisher Media or withdraw Promotional Content already being served. Cancelled Promotional Content may be served despite cancellation if cancellation occurs after any applicable commitment date as set forth in advance by Jubna, its affiliates, Partners, and/or Publishers, in which case the Advertiser must pay for the service of those Promotional Contents until the date on which such Promotional Contents cease to be served.
6. PROMOTIONAL USE.
Jubna may, from time to time, use Your name and logo in presentations, marketing materials, Advertiser lists, financial reports, Web site listings of Advertisers, and search results. You may request in writing to use Jubna’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, but at no time shall You use such trade names, marks, and/or identifying information without the prior express written consent of Jubna.
If the Advertiser is acting on behalf and for the account of a third party, the Advertiser represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Advertiser advertises (a "Principal"), (b) as between Principal and Advertiser, the Principal owns any rights to Program information in connection with Promotional Content, and (c) Advertiser shall not disclose Principal's Program information to any other party without Principal's consent.
8. REPRESENTATIONS AND WARRANTIES.
You represent and warrant that:
- all of the information provided by You to Jubna to enroll in the Program is true, accurate, correct, and current;
- You are the owner of or duly licensed to use each Promotional Content, Creative, and/or content or that You are legally authorized to act on behalf of the owner or licensee of such for the purposes of this Agreement and the Program;
- You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder;
- You have complied and will continue to comply with Applicable Laws, statutes, ordinances, and regulations in Your performance of any acts hereunder;
- that each Promotional Content, Creative, content, and any material displayed therein: (i) complies with Applicable Laws, statutes, ordinances, and regulations; (ii) does not breach and or infringe and has 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 pornographic, hate-related or otherwise violent in content.
- that You hold and hereby grant Jubna and its affiliates, partners, and Publishers all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in the Promotional Content, Creative, Content, Services and Targets needed for Jubna and its affiliates, Partners, and Publishers to operate the Program (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Promotional Contents, Creative, Content, or Targets) in connection with this Agreement ("Use").
- that any Use hereunder and Advertiser's Promotional Content, Content, Creative, Targets, and Advertiser's Services will not violate or cause to violate any Applicable Laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement and/or Advertiser's account without notice and shall entitle Jubna for compensation against all damages (whether direct or indirect) caused as a result or in connection with such violation in accordance with paragraph 9 below.
Advertiser agrees to defend, indemnify and hold harmless Jubna and its Affiliates and their respective directors, officers, employees, service providers and agents from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys‘ fees) (collectively "Losses") incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a) Advertiser‘s breach of the Agreement; (b) the content of the Promotional Contents and any and all claims made therein; or (c) the products, services or content linked to from the Promotional Contents.
Jubna agrees to defend, indemnify and hold harmless Advertiser from and against Losses incurred as a result of a valid claim or final judgment relating to or arising out of Jubna’s breach of the Agreement.
If any action is brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations under this Section 9 unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.
10. JUBNA AND ADVERTISER’S RIGHTS.
Jubna owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Jubna’s ad serving technology, search technology, referral technology, marketing technology, marketing strategies, code, programming, strategies, and features, including implied licenses, and excluding items licensed to Jubna from third parties and excluding any third party media player that may comprise the Program or its Services), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement.
You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Program, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
You will not remove, obscure, or alter Jubna’s copyright notice, features, trademarks, symbols, or other proprietary rights notices affixed to or contained within any Jubna’s services, software, or documentation (including without limitation the display of any Jubna’s or third party Promotional Content).
"Intellectual Property Rights" patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
In the event it is necessary to integrate Advertiser’s API, Advertiser grants to Jubna a non-exclusive, non-transferable, revocable right and license, without the right to sublicense save for partners and service providers, to use the API for the sole purpose of the API Integration. Jubna will not transfer or disclose, in whole or in part, access to any API, or any proprietary specifications, to any third party save for partner and service providers whose use is necessary for such integration. The API provided to Jubna under this Agreement is owned by Advertiser, and/or its third party suppliers and licensors. This license confers no title or ownership in such materials and is not a sale of any rights to such materials. Advertiser reserves all Intellectual Property Rights with respect to the API not expressly granted to Jubna hereunder.
11. INFORMATION AND DATA.
Notwithstanding anything to the contrary contained in this Agreement, Jubna shall have the right to use and disclose data transmitted through or otherwise derived from Your use of the Program at its discretion : (i) to perform its obligations under this Agreement, (ii) to operate the Program, including providing reporting to Publishers, (iii) to disclose campaign statistics and performance reporting about purchases made through the Program, (iv) for analytical and modeling purposes, (v) as required by court order, law or governmental/semi-governmental body or regulatory authority, (vi) for forecasting, internal business operations and to improve its product offerings, or (vii) as otherwise permitted by You. In addition, You grant Jubna the right to access, index and cache all data, Promotional Content, Creative, information, or any portion thereof, by automated means including Web spiders or crawlers.
Advertiser understands that the Program collects aggregated and non-personally identifiable data relating to users' use of the Program, including, but not limited to, non‐personally identifiable information provided by users in response to Promotional Content ("Derivative Data"). Derivative Data, including all modifications thereto, is and shall be the sole and exclusive property of Jubna.
Subject to compliance with the terms of this Agreement, Jubna hereby grants to Advertiser the right to access Derivative Data solely for the purposes contemplated by this Agreement, such right is subject to Jubna’s prevailing discretion to suspend or terminate such access right at any time with or without reason. Jubna shall have the right to use Derivative Data to improve the Program; develop new products, Platforms and features; understand usage; and generally for any purpose related to Jubna’s business without further obligation to Advertiser. Jubna may transfer or assign any of its rights in the Derivative Data to any third party. The Advertiser understands that Jubna may collect Personally identifiable information in the course of registration of users and/or the general operation and management of the Program (“Personal Information”). The Advertiser hereby consent to Jubna’s collection and processing of such Personal Information provided that Jubna shall:
- ensure that it has in place reasonable appropriate technical measures, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Information;
- ensure that all personnel who have access to and/or process Personal Information are obliged to keep the Personal Data confidential; and
- not transfer any Personal Information unless in accordance with Applicable Laws or with the prior written consent of the Advertiser;
- notify the Advertiser without undue delay on becoming aware of a Personal Information breach; and
- at the written direction of the Advertiser, delete or return Personal Information and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal Information.
12. DISCLAIMER AND LIMITATION OF LIABILITY.
In no event shall Jubna be liable to you or any third party (including, without limitation, any persons obtained through your marketing efforts) for and the Advertiser shall hold Jubna harmless against any damages of any kind arising from your use of the Jubna network, the Program, the Promotional Content, Advertisers’ underlying products and/or services or your display of any Promotional Content, Content, or Creative on or through a Publisher, partners, or affiliate website(s) and/or property(ies) including, but not limited to, special, indirect, incidental, punitive and/or consequential damages, even if Jubna has been advised of the possibility of such damages. Jubna’s maximum aggregate liability to the Advertiser and any third party under any and all circumstances shall be whichever is lower of: (a) one hundred US dollars (USD 100); or (b) total charges paid by the Advertiser to Jubna during the period of 6 months preceding to the occurrence of Jubna’s liability event. The Advertiser acknowledges that the foregoing damages limitation is reasonable and enforceable.
The Jubna network, code, script, Program, affiliate partner and Publisher Sites, ad serving, and the services of the Program are provided on an "as is" and "as available" basis and all warranties, express and implied, are disclaimed (including, without limitation, the disclaimer of any warranties of merchantability, non-infringement of Intellectual Property and/or fitness for a particular purpose).
The Jubna network, the Program, code, script, and/or Publisher’s partner’s and affiliates underlying sites and services may contain bugs, errors, problems or other limitations. Jubna has no liability, whatsoever, to Advertiser, Principal, or any third party, for Advertiser’s use of, or inability to use, the Jubna network, the Program, and/or the service and delivery of the ads, and/or Publisher’s partner’s and affiliates underlying sites or services and Jubna disclaims any and all warranties, express and implied, that Advertiser’s use of same will be uninterrupted or error-free or that the program or any of the services will be available to Advertiser.
Jubna makes no representation or warranty with respect to any results obtainable through the Jubna network, the Program, and/or the service and delivery of the ads, and/or Publisher’s partner’s and affiliates underlying sites or services.
No advice or information, whether oral or written, obtained by Advertiser from Jubna and/or any Publisher, partner, and/or affiliate by and through the Jubna network, and/or the Program shall create any warranty, representation and/or guarantee not expressly stated in the Agreement.
Jubna may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of Jubna, which may be withheld for any reason, and any attempts to do so shall be null and void.
14. SEVERABILITY WAIVER.
If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
This Agreement is subject to changes, modifications and/or amendments from time to time by Jubna. You will be notified by email, a notice on Jubna’s website or by any other means, with any changes in the Terms of the Agreement and you shall review these changes as instructed in the relevant notification. If you do not agree to all or part of the changes you should withdraw immediately from the Program or refrain from the use of any services offered by Jubna under the Program. By continuing the use and access of the Program and Jubna website following the notice, you agree and consent to any such changes made to the Terms.
"Confidential Information" means any information disclosed to You by Jubna, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Jubna; (b) becomes publicly known and made generally available after disclosure to You by Jubna other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Jubna as shown by Your files and records prior to the time of disclosure. Jubna’s Program rates and other information indicated as confidential are considered “Confidential Information.” You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Jubna’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Jubna immediately upon Jubna’s request.
17. FORCE MAJEURE.
Jubna shall not be liable to Advertiser by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Jubna.
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the delivery system, Jubna’s Network, and/or the Program. You may not take any action that imposes an unreasonable or disproportionately large load on the Jubna infrastructure. You agree that any unauthorized and/or unlawful use of the Jubna’s Network, the Program, Service, and/or Code will result in irreparable injury to Jubna for which monetary damages would be inadequate. In such an event, Jubna shall have the right, in addition to any and all other remedies granted or available to it under this Agreement and/or by operation of law, to immediate injunction against You.
Each Party is an independent contractor and not a partner, joint venture partner or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.
All notices shall be sent to the address submitted by You when You sign up for the Service and, if to Jubna, to the address listed in the Contact section of the Jubna’s Network.
21. GOVERNING LAW AND JURISDICTION.
Any Dispute or claim arising out of or relating to this Agreement or the relationship resulting in or from this Agreement shall be settled by Courts of Dubai and shall be subject to Laws of the UAE as applied in the emirate of Dubai.