BrandWeaver Publisher Terms of Service
1. Welcome to BrandWeaver
By using our Services, you agree to (1) these Terms of Service, and (2) Media Insertion Order Terms, if any (collectively, the “BrandWeaver Terms“). If ever in conflict, these Terms of Service will take precedence over any other terms in the policies. Please read these Terms of Service and the rest of the BrandWeaver Terms carefully.
As used in these Terms of Service, “you” or “publisher” means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). “We,” “us” or “BrandWeaver” means Masalsa Inc., and the “parties” means you and BrandWeaver.
2. Access to the Services; BrandWeaver Accounts
Your use of the Services is subject to your creation and our approval of an BrandWeaver Account (an “Account“). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. If you (including those under your direction or control) create multiple Accounts, you will not be entitled to further payment from BrandWeaver, and your Accounts will be subject to termination, pursuant to the provisions below.
By enrolling in BrandWeaver, you permit BrandWeaver to serve, as applicable, advertisements and other content (“Ads“), on your website, mobile applications, media players, mobile content, and/or other properties approved by BrandWeaver (each individually a “Property“). In addition, you grant BrandWeaver the right to access, index and cache the Properties, or any portion thereof, including by automated means. BrandWeaver may refuse to provide the Services to any Property.
Any Property that is a software application and accesses our Services (a) may require preapproval by BrandWeaver in writing, and (b) must comply with BrandWeaver’s Terms.
3. Using our Services
You may use our Services only as permitted by the BrandWeaver Terms and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
Our Services are business tools. You must only use our Services exclusively for purposes relating to your trade, business, craft or profession.
You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
4. Changes to our Services; Changes to the BrandWeaver Terms
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
We may modify the BrandWeaver Terms at any time. We’ll post any modifications to the Terms of Service on this page and any modifications to the BrandWeaver Policies or the BrandWeaver Branding Guidelines on their respective pages. Changes will generally become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the BrandWeaver Terms, you’ll have to stop using the affected Services.
Subject to this Section and Section 6 of these Terms of Service, you will receive a payment related to the number of valid clicks on Ads displayed on your Properties, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, only if and when BrandWeaver determines that your Properties have remained in compliance with the BrandWeaver Terms (including all BrandWeaver Policies as identified in Section 1 above) for the entirety of the period for which payment is made and through to the date that the payment is issued.
If your Account is in good standing through to the time when BrandWeaver issues you a payment, we will pay you by the end of the calendar month following any calendar month in which the balance reflected in your Account equals or exceeds $100.00 USD. If you decide to cancel your BrandWeaver account and your account balance is greater than $10.00 USD, you’ll receive your final payment within approximately 90 days of the end of the month, provided that you’ve completed the necessary steps to get paid.
If BrandWeaver is investigating your compliance with the BrandWeaver Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
If you implement Services, our payments may be offset by any applicable fees for such Services. In addition, BrandWeaver may (a) withhold and offset any payments owed to you under the BrandWeaver Terms against any fees you owe us under the BrandWeaver Terms or any other agreement, or (b) require you to refund us within 30 days of any invoice any amounts we may have overpaid to you in prior periods. You are responsible for any charges assessed by your bank or payment provider.
Unless expressly authorized in writing by BrandWeaver, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the BrandWeaver Terms or other financial benefit in relation to the Services.
Payments will be calculated solely based on BrandWeaver’s accounting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which BrandWeaver has been paid; if, for any reason, BrandWeaver does not receive payment from an advertiser or credits such payment back to an advertiser, you are not entitled to be paid for any associated use of the Services. Additionally, if an advertiser whose Ads are displayed on any Property defaults on payment to BrandWeaver, we may withhold payment or charge back your Account.
Additionally, BrandWeaver may refund or credit advertisers for some or all of the advertiser payments associated with a publisher’s Account. You acknowledge and agree that, whenever BrandWeaver issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Services.
6. Termination, Suspension, and Entitlement to Further Payment
BrandWeaver may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with the BrandWeaver Policies. BrandWeaver can terminate your participation in the Services, and close your Account, if your Account remains inactive for a period of 6 or more consecutive months. If BrandWeaver closes your Account due to inactivity, and the balance reflected in your Account equals or exceeds $10.00 USD, we will pay you that balance, subject to our payment provisions in Section 5. If BrandWeaver closes your Account due to inactivity, you will not be prevented from submitting a new application to use the Services.
If BrandWeaver terminates your Account due to your breach of the BrandWeaver Terms, including, but not limited to, your causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with the BrandWeaver Policies, you will not be entitled to any further payment from BrandWeaver for any prior use of the Services. If you breach the BrandWeaver Terms or BrandWeaver suspends or terminates your Account, you (i) are prohibited from creating a new Account, and (ii) may not be permitted to monetize content on other BrandWeaver products.
If you dispute any payment made or withheld relating to your use of the Services, or, if BrandWeaver terminates your Account and you dispute your termination, you must notify BrandWeaver within 30 days of any such payment, non-payment, or termination by submitting an appeal. If you do not, any claim related to the disputed payment or your termination is waived.
You may terminate your use of the Services at any time by completing the account cancellation process. Your BrandWeaver Account will be considered terminated within 10 business days of BrandWeaver’s receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to the payment provisions in Section 5, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.
As between you and BrandWeaver, BrandWeaver is responsible for all taxes (if any) associated with the transactions between BrandWeaver and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on BrandWeaver’s net income. All payments to you from BrandWeaver in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
You authorize BrandWeaver to periodically conduct tests that may affect your use of the Services. To ensure the timeliness and validity of test results, you authorize BrandWeaver to conduct such tests without notice.
9. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
If BrandWeaver provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by BrandWeaver, in the manner permitted by the Agreement. Other than distributing content via the BrandWeaver SDK, you may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter BrandWeaver’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any BrandWeaver services, software, or documentation.
We grant you a non-exclusive, non-sublicensable license to use BrandWeaver’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features“) solely in connection with your use of the Services and in accordance with the BrandWeaver Terms. We may revoke this license at any time. Any goodwill arising from your use of BrandWeaver’s Brand Features will belong to BrandWeaver.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose BrandWeaver Confidential Information without our prior written consent. “BrandWeaver Confidential Information” includes: (a) all BrandWeaver software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by BrandWeaver that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. BrandWeaver Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 11, you may accurately disclose the amount of BrandWeaver’s gross payments resulting from your use of the Services.
You agree to indemnify and defend BrandWeaver, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties; your use of the Services; or your breach of any term of the BrandWeaver Terms. BrandWeaver’s advertisers are third-party beneficiaries of this indemnity.
13. Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and authority to enter into the BrandWeaver Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iv) BrandWeaver has never previously terminated or otherwise disabled an BrandWeaver Account created by you due to your breach of the BrandWeaver Terms, including due to invalid activity; (v) entering into or performing under the BrandWeaver Terms will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to BrandWeaver is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE BRANDWEAVER TERMS, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, BRANDWEAVER MAY REFUSE TO SERVE, AS APPLICABLE, ADVERTISEMENTS AND OTHER CONTENT (“ADS”). WE DO NOT GUARANTEE THAT EVERY PAGE WILL RECEIVE ADS OR THAT BRANDWEAVER WILL SERVE A CERTAIN NUMBER OF ADS. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SUITABILITY OR BRAND SAFETY OF THE ADS, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE BrandWeaver TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE BRANDWEAVER TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE BRANDWEAVER TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE BRANDWEAVER TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the BRANDWEAVER Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
15. Miscellaneous Entire Agreement; Amendments.
The BrandWeaver Terms are our entire agreement relating to your use of the Services and supersede any prior or contemporaneous agreements on that subject. The BrandWeaver Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the BrandWeaver Terms, or (ii) as set forth in Section 4, if you keep using the Services after BrandWeaver modifies the BrandWeaver Terms.
Assignment. You may not assign or transfer any of your rights under the BrandWeaver Terms.
Independent Contractors. The parties are independent contractors and the BrandWeaver Terms do not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. Other than as set forth in Section 12, the BrandWeaver Terms do not create any third-party beneficiary rights.
No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the BrandWeaver Terms will not constitute a waiver.
Severability. If it turns out that a particular term of the BrandWeaver Terms is not enforceable, the balance of the BrandWeaver Terms will remain in full force and effect.
Survival. Sections 5, 6, 8, 12, 14, and 15 of these Terms of Service will survive termination.
Governing Law; Venue. All claims arising out of or relating to the BrandWeaver Terms or the Services will be governed by Colorado law, excluding Colorado’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Denver County, Colorado, USA, and you and BrandWeaver consent to personal jurisdiction in those courts.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings.