This Agreement (the "Agreement") consists of the following Mandatory Standard Terms and Conditions (the "Terms" or "Agreement"), Policies and Guidelines which can be found at help.mandatory.io. This Agreement is entered into by and between Mandatory Limited (a company incorporated in England, company number 10466273), having its place of business at Unit 104. Cannon Wharf Business Centre, Pell Street, Surrey Quays, London, SE8 5EN ("Mandatory") and You ("Customer") (each individually referred to herein as a "Party" and collectively referred to as the "Parties").
WHEREAS, Mandatory has developed a proprietary native advertising platform, and
WHEREAS, Customer is a leading digital media company, and
WHEREAS, Customer desires to obtain certain services from Mandatory offered by its native advertising platform, which Customer will use to manage its media inventory.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Subject to the terms and conditions of this Agreement, Mandatory hereby grants its customers the limited and revocable right of access and participation in the Program. Participation in the Program as a Customer ("Publisher") is at your own risk.
2. PUBLISHING RIGHTS
Upon accessing the Mandatory Network, You affirmatively represent and warrant that Mandatory shall make its reasonable efforts to make the Services available to You via third party advertisements, sponsored links, images, videos, and articles through the approved website(s) within the account (and the underlying web pages therein) (collectively, the "Publisher Websites").
3. REVENUE SHARE
All Publishers shall receive sixty-five percent (65%) of all gross bounty received by Mandatory from advertisements displayed on the Publishers websites via Mandatory widgets.
4. PAYMENT TERMS
Mandatory agrees to pay You the bounty for each verified action approximately fifteen (15) days after the last day of a given calendar month, subject to invalid clicks adjustments. Publisher acknowledges and agrees that Mandatory’s reporting will be used to pay all Bounties. No Bounty will be issued for any amounts otherwise due Publisher that total less than $100.00 USD ("Payment Threshold"). All bounties due hereunder shall be paid in U.S dollars and are exclusive of any applicable taxes (including without limitation VAT). In addition, Mandatory can request a VAT invoice for any bounties paid to You from Mandatory Network, if applicable. Upon terminating the Agreement, all legitimate bounties due to Publisher will be paid in the next billing cycle regardless of whether such amount is less than $100.00 USD. Notwithstanding the foregoing, if Publisher has any past due payments to Mandatory and is also a line of credit Advertiser, Mandatory shall have the right to withhold all payments until Mandatory receives all payments due to Mandatory.
Mandatory agrees that, for the greater period of: (i) six (6) months thereafter; or (ii) as long as the Bounties are due ("Audit Period"), it shall maintain accurate books and records relating to all Bounties due to Publisher under this Agreement ("Audit Items"). If You are not satisfied with our records, you’re entitled, at your own expense, either directly or through an independent accounting company ("Auditor"), to audit the Mandatory accounts in order to verify all due payable paid by Mandatory. You agree that any officer, employee, agent, consultant or any other designee of it who participates in the Audit related to the Audit Items shall be legally bound to obligations of confidentiality and non-disclosure with respect to the information disclosed to it during and/or in connection with the Audit. You agree that Mandatory does not allow more than one Audit per calendar year, and all Audits should be conducted during normal business hours, and in such a manner that does not unreasonably interfere with Mandatory’s normal business operation upon written notice to Mandatory at least seven (7) business days prior to the commencement of any such examination, inspection, review or audit.
If the Audit review discloses any non-compliance with this Agreement or discrepancy between the amount paid to You and Mandatory records. Mandatory shall immediately correct such noncompliance, or discrepancy, and shall pay within seven (7) business days from its underpayment revealed by any such audit. Notwithstanding the foregoing, if a disparity of more than five percent (5%) is found in the amount paid to You during any billing cycle, then the audit shall be at the sole cost and expense of Mandatory.
Mandatory strictly monitors traffic, actions, bounties and other program related activities for a potential fraud. Therefore, a fraudulent activity or any violation of the rules, regulations, and policies may result in the deactivation of the account with immediate effect with no prior notice to the Publisher until the issue is investigated. Fraudulent means of generating traffic may directly result in the forfeit of all the bounties that are related to the program and shall account for a termination of the Agreement effective immediately. The Publisher is obligated to prove with satisfactory evidence that they are innocent - until then the bounty shall be pending. However, the inability to prove within a week will result in upheld bounty and even possible termination at the discretion without any further obligations to the Publisher.
Either party has the right to terminate this Agreement upon three (3) days written notice. In addition, Mandatory reserves the right, in its sole discretion to terminate the Agreement at any time for any reason, without any prior notice. We also reserve the right to revoke the dashboard access without any notice. Termination of the Agreement shall be brought into effect via e-mail or a letter immediately. Upon the termination of the Agreement, the Publisher agrees to remove all the Mandatory widgets from its website with immediate effect. The representations, warranties, and obligations of the Publisher contained within the Agreement shall survive and remain in full force and effect after termination of the Agreement. All the pending payments, prior to the date of the termination of the Agreement shall be made by the company. If a fraud results in the termination of the Agreement, the company shall not be liable to make any further payments.
You shall defend, indemnify, and hold Mandatory, its affiliates, officers, directors, shareholders, attorneys, and employees harmless from and against any losses, damages, causes of action, costs and expenses, including reasonable attorneys fees, whether the same be incurred as a result of investigation, defense or prosecution of any claim or cause of action, or any other loss resulting as a consequence of a violation of applicable law, a breach of the terms of this Agreement or a breach of any representation, warranty or obligation under this Agreement.
8. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL MANDATORY BE LIABLE FOR ANY INDIRECT, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR GOODWILL), REGARDLESS IF SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS UNDER, AS A RESULT OF, OR ASSOCIATED WITH THIS AGREEMENT OR MANDATORY PERFORMANCE UNDER THIS AGREEMENT OR DUE TO ANY BREACH OF CONTRACT. FURTHERMORE, NO PARTY WILL BE LIABLE FOR ANY DATA LOSS, OR CONTENT CAUSED BY ITS OWN PRODUCTS, OR SERVICES.
MANDATORY’S AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL NOT EXCEED TWO HUNDRED DOLLARS ($200). BOTH PARTIES AGREE THAT THE FOREGOING DAMAGES LIMITATION IS REASONABLE AND ENFORCEABLE. REGARDLESS OF ANY LAW TO THE CONTRARY, PUBLISHER SHALL HAVE NO RIGHT OF ACTION, AND WAIVES ITS RIGHT TO BRING A SUIT, CLAIM, OR PROCEEDING AGAINST MANDATORY MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.
9. SEVERABILITY WAIVER
If at any point in time, any provision of this Agreement is held invalid, unenforceable or illegal the remaining Agreement and the part or parts of this Agreement shall be considered as legal, enforceable and legal. No waiver by either party to any provisions of this Agreement shall be binding unless made in writing.
You acknowledge that You may be furnished or may otherwise receive or have access to information which relates to Mandatory’s past, present or future products, creative works, marketing strategies, and other proprietary information which gives us an opportunity to acquire an advantage over competitors who do not know or use it (the "Proprietary Information"). You agree to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to You before this Agreement or afterward. In addition, You shall not disclose or disseminate the Proprietary Information to any third party and shall not use the Proprietary Information for your own benefit or for the benefit of any third party. Without limiting the generality of the foregoing, You shall be prohibited from discussing our work with a representative of the press or media, either directly or indirectly, without our express prior written approval.
11. FORCE MAJEURE
Either Party shall not be responsible for complying any of its obligations under this Agreement on account of any failure or delay caused by any natural calamity or any other unforeseen event, including but not limited to:
- 11.1 Act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods).
- 11.2 War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo.
- 11.3 Rebellion, revolution insurrection, or military, or usurped power, or civil war.
- 11.4 Interruption or results of computer hacking.
- 11.5 Any other cause which is beyond the reasonable control of such Party.
The Parties acknowledge and agree that the Publisher use of Program shall be as an independent entity and that nothing in this Agreement shall be deemed to constitute a partnership or a joint venture between the Parties.
Any notice given by either of the Parties of this Agreement to the other shall be delivered by post on the address(es) exchanged at the time of the Agreement or via electronic mail. Changes in the postal address/electronic mail address must be duly notified in writing, or else the other Party shall not be liable for miscommunication.