Terms and ConditionsBe On

1. Publishing Agreement

These Publisher Terms and Conditions (the "Agreement") between (i) AOL (UK) Limited (trading as 'Be On'), a private limited company registered in England and Wales under company registration number 03462696, having its registered office at Shropshire House, 11-20 Capper Street, London, WC1E 6JA ('Be On' and 'Us') and (i) you ('You'), govern Your participation in the Be On Network and shall replace any and all prior agreements entered into between Be On and You.

2. Definitions and Interpretations In this Agreement

Admin Site means the website which We make available to You to select Campaigns and view related information and performance data
Approved Websites means a website that has been approved by Us in accordance with the process set out in Clause 4 - Approved Websites
Campaign means an advertising and marketing campaign that We undertake for one or more of Our customers via the display of certain content (which may be a video or an interactive game or other content) via Our Player
Campaign Content means the branding, video, still images, games and other collateral displayed within or proximate to Our Player via the inclusion of the codes that We provide You in Our Admin Site for a Campaign on an Approved Website
Campaign Inventory means the number of Payable Events that remain to be consumed at any particular moment for a particular Campaign. The Admin Site will inform You in near real-time (and subject to later adjustment for Disallowed Events) of the current available Campaign Inventory
Disallowed Event means a request for a play of Campaign Content that We decide (in Our sole opinion):
(i) is an attempt at artificially inflating the number of Payable Events (including, without limitation, via the offering of incentives to the end-user in return for viewing the Campaign Content, and/or as a result of misleading or misrepresentative advertising or promotion)
(ii) originates from someone or something other than a genuine human end-user (e.g. spiders, robots etc)
(iii) is a repeat request from an end-user that has already viewed the Campaign Content
(iv) results in a play that is interrupted or disturbed other than by the interaction of the end-user
(v) originates from an Approved Website that is in breach of the terms of Clause Prohibited Acts
(vi) is otherwise not a genuine expression of interest by an end-user in viewing the Campaign Content
Payable Event means an end-user’s request for a play of Campaign Content in Our Player on an Approved Website that:
(i) is received by and properly recorded on Our systems;
(ii) not received by Us at a time when there is no remaining Campaign Inventory for the relevant Campaign;
(iii) originates from an end-user within a Target Territory; and
(iv) is not a Disallowed Event
Player means the software media player or other browser-executed applet that is rendered on an end-user’s browser via the javascript (or other) code that We make available for You to embed on an Approved Website whereby an end-user can view a Campaign
Syndicated Player means a specific configuration of Our Player that tells Our system to choose automatically which Campaigns to publish on the Approved Website from the set of Campaigns that have remaining Campaign Inventory and are available for the relevant Approved Website
Target Territory means the country or countries which We designate for a specific Campaign. An end-user is determined as visiting from within a Target Territory if We determine that (in Our sole opinion) his IP address is located within that Target Territory

3. Appointment as a Publisher

We will assess Your application to become a Publisher for Our campaigns and We will inform You if Your application is successful. If your application is successful, We will issue you with a unique identifier and other credentials which will enable You to use Our Admin Site.

4. Approved Websites

You may only submit a website to Us for approval as an Approved Website if you lawfully control the content of the website or the relevant section on which Our Player is to be published and the website does not publish content that is in breach of intellectual property rights, defamatory, pornographic (or of an adult nature), relating to gambling or gaming, violent or otherwise illegal.

No website shall be an Approved Website unless We have given written approval.

We may remove Our approval for an Approved Website at any time and for any reason and shall inform you if we do. On removal of approval you must promptly (and in any event within two working days) remove our Campaigns from that website.

You are solely responsible for ensuring that Our Player is correctly integrated into each Approved Website. To test integration You must verify that Payable Events are showing in the Admin Site.

You must state, in an appropriate place on each Approved Website, that We collect data about the end-user’s viewing of pages with Our Player embedded and about the use of Our Player.

You represent and warrant that in accordance with the Privacy and Electronic Communication (EC Directive) (Amendment) Regulations 2011 as amended from time to time (the 'PEC Regs') that you have taken and/or will take all steps necessary to:

  1. provide, maintain and fully disclose Your privacy policies and practices to visitors to your Approved Website(s), including its use of Our Player and services (and the fact that the Approved Website may use third party cookies such as but not limited to those set by Us within the Player (the “Be On Cookies”), through an appropriate notice and privacy policy posted on the Approved Website;
  2. ensure that your privacy policy shall include clear information to consumers on the use of cookies and the purposes of storing cookies, and include information on how to decline or opt out of the use of cookies (including the Be On Cookies);
  3. collect all such consents that may be required for any Be On Cookies and provide evidence of such consent to Us upon request.

5. Participation in a Campaign

Once Your application has been approved by Us, You will have the right to publish our Campaigns on the Approved Websites. Once You have at least one Approved Website, We will provide information about the available Campaigns (including, without limitation, the target countries, fees offered and remaining budget on the Admin Site).

Not all Campaigns will be available for publication on all Approved Websites. You must not publish nor attempt to publish a Campaign on an Approved Website that We have not designated as available for that Approved Website.

Unless You have selected and We have agreed that You should be using Our Syndicated Player, You are solely responsible for selecting the Campaigns We have designated as available for each Approved Website.

If You are using Our Syndicated Player, then You are responsible for pre-vetting all the Campaigns that are available for the Approved Website. If You do not wish certain Campaigns to be displayed on the Approved Website then You must not use the Syndicated Player.

6. Changes to a Campaign

We may change a Campaign at any time (including, without limitation) the fees we offer to You for the Campaign). You will be notified of any changes (and the effective date of the change) via the Admin Site. If You continue to publish the relevant Campaign after the effective date of the change you will have accepted the change.

We may withdraw a Campaign at any time. You will be notified if a Campaign has been withdrawn and You must promptly (and in any event within two working days) remove that Campaign from each Approved Website on which You have published the relevant Campaign.

7. Changes to Be On for Publishers

We reserve the right to change the technical nature of Our systems (including, without limitation, the html tags needed to publish the Campaign Content on Approved Websites. Except where changes are required on an emergency basis, We will provide reasonable notice (via the Admin Site) of any technical change that requires You to take steps.

8. Prohibited Acts

You must not publish any Campaign on any website that:

is not an Approved Website

publishes (in each case whether directly or indirectly) information that is (in Our opinion) pornographic and/or erotic content or content of a defamatory, obscene or religiously, sexually or racially discriminating nature; illegal content or is involved directly or indirectly with illegal activities or activities (whether illegal or not) including, without limitation, hacking, cracking, warez, virus infections and similar activities misleading advertising

promotes or enables the infringement of intellectual property rights

enables or promotes casino-type gaming and/or gambling;

is involved directly or indirectly with the sending of “spam” email or other forms of indiscriminate and unsolicited marketing

is not under Your control

You must not publish any Campaign in any email message, chatrooms, IRC Channels, banner networks or similar unless We have given You express prior written consent.

You may not, without Our express prior written consent:

alter the Campaign Content in any way;

use the Player and/or the Campaign Content in a manner not permitted by this Agreement and/or by the rules and guidelines set out on Our website at videos.aolnetworks.com/com/user_manual.php

position the Campaign Content as pre-roll or post-roll to any other video (or similar) content, nor place any other video (or similar) content as pre-roll or post-roll to the Campaign Content;

position the Player on an interstitial or similar page that is not within the normal (user-visible) navigation of the Approved Website;

position the Player in any pop-up, pop-under or similar (e.g. a web page that is not the main browser viewport for the Approved Website)

position the Player (or other Campaign Content) in such a manner that suggests Our endorsement (or the endorsement of any sponsor of the Campaign) of any other product or service

position the Player so that it is occluded (partially or fully) by other content or in such a manner that it is not displayed at its default size for the relevant screen resolution

attempt to disassemble and/or reverse-engineer the Player.

You may not cause the Player to be activated by any process other than a direct active interaction by the end-user (other than as strictly necessary for the purposes of testing integration).

9. Fees

Fees will only be due for Payable Events on Campaigns that You have published in compliance with this Agreement.

The types of Fees (e.g. pay-per-play, pay-per-view) payable and remaining Campaign Inventory will be as specified on the Admin Site for the relevant Campaign.

Each month, We will prepare and make available to You a pro-forma invoice showing the amounts that We believe that We owe You for the previous month, based on the data within Our Systems. If You agree with the amounts set out on the pro-forma invoice and the data set out on the pro-forma invoice is correct You should approve the invoice via the Admin Site. Provided You submit the approved invoice on or before the 14th of a month, We will make payment to You (subject to sub-clause (4) at the end of the same month. Any disputes on our report should be reported to Us via normal email channels. We reserve the right to reissue the pro-forma invoice in the event that We subsequently decide that any amounts quoted thereon relate to Disallowed Events.

We shall not be obliged to make any payment to You if the aggregate of the Fees owed to You are less than 50 Euros. For the avoidance of doubt, We shall not be liable to You for any accrued interest on any accumulating balance.

We will make payment electronically by PayPal or bank transfer as agreed with You.

10. Self-Billing

10.1 If you choose to participate in Our self-billing scheme:

  1. We operate a self-billing arrangement in accordance with VAT Regulations 1995/2518, regulation 13;
  2. You agree that:
    1. payments due to You under this Agreement shall be issued on or about the 45th day after the end of the month in which revenue was earned by You;
    2. You shall provide details of Your bank (for transfers) and Your VAT number promptly after entry into this Agreement and promptly after any subsequent change to Your VAT registration and/or Your business which may affect Your VAT status;
    3. You shall not issue tax invoices in respect of supplies covered by this Agreement;
    4. You will account for the output tax due on supplies covered by this Agreement. We will supply You with invoices for any taxable supplies on or about the last day of every month; and
    5. You may withdraw from Our self-billing under this Agreement by providing Us with not less than 30 days’ notice in writing of Your intention to do so.

10.2 If You choose not to participate in Our self-billing scheme:

  1. On or about the 15th day of each month, We will notify You of amounts due to You for the preceding month;
  2. To receive payment, You must provide Us with an invoice for such amount(s) prior to the end of the month in which We provide the foregoing notice to You. All invoices must be sent to AOL’s Finance Department at the following address: BeOn.AP@teamaol.com.

11. Information

If the legal, contact and/or payment details You have provided Us are incorrect or change at any time, You must notify us promptly of such error and/or change.

12. Publicity

(a) Each Party hereby consents to the use by the other of its name and trademarks in order to identify that You are a Publisher within Our network.

(b) Save as set out in sub-clause (a), nothing in this Agreement gives either Party the right to use the other's trademarks.

13. Liability

  • We shall in no event be liable to You for any loss of profit, for any indirect or consequential loss, any loss of business, loss of goodwill, loss of anticipated savings nor for any punitive or special damages in respect of any loss that You may suffer under or connected to this Agreement and under whatsoever head of law (including, without limitation, the tort of negligence).
  • Subject to sub-clause (a) and sub-clause (c), our maximum liability to You for all matters under or in connection to this Agreement and under whatsoever head of law (including, without limitation, the tort of negligence) shall be the aggregate of the Fees paid and payable to You under this Agreement.
  • The provisions of sub-clauses (a) and (b) shall not apply to any liability for fraud nor for any liability for death or personal injury flowing from Our negligence. In other respects, the provisions of sub-clauses (a) and (b) shall apply to the maximum extent allowed by applicable law.

14. Indemnity

Without prejudice to any other right or remedy that We may have under this Agreement, You shall indemnify and hold Us harmless against all loss, costs, expenses, damages and liability that we may incur as a result of any breach by You of the provisions of Clause 8 - Prohibited Acts.

15. Termination and Amendments

You may terminate this Agreement at any time by notifying Us in writing.

We may terminate this Agreement at any time by giving You seven days’ notice in writing.

We may terminate this Agreement by notifying You in writing if You: become insolvent, bankrupt or suffer any other form of insolvency event in any jurisdiction breach this Agreement

We may change the terms of this Agreement at any time on not less than 7 days notice in writing to You. No such change shall have retroactive effect.

On termination, howsoever caused, You must stop all publication of the Campaigns and all accrued rights and remedies of both Parties shall remain unaffected, however if We terminate this Agreement for Your breach, We shall no longer be liable to pay You any Fees, including, without limitation, any accrued balance.

16. Disclaimers

  1. We do not warrant or represent or undertake in any way that:
    1. Our systems will be operational the whole time or any particular time;
    2. Your publication of any Campaign will be a success for You (however You may measure success); or
    3. The content of any of our Campaigns is:
      1. suitable for and/or legal in any particular jurisdiction
      2. free from infringing and/or defamatory material, it is up to You to assess the suitability of any particular Campaign for any Approved Website and territory;
    4. the content of any website that is linked to or links to Be On for Publishers is legal, suitable for viewing or free from infringing and/or defamatory material.
  2. All warranties and representations not expressly set out in this Agreement are hereby excluded and You acknowledge that You have not relied on any warranty or representation not set out in this Agreement in entering into this Agreement.

17. Confidentiality

  1. The Fees We offer You under this Agreement, the look and feel of Our Admin Site, any technical information We share with You about Be On for Publishers, any commercial information We share with You about the success of any Campaign and further any other data, know-how, trade secrets, marketing and other business information of a confidential and/or secret nature shall, for the purposes of this Clause, be considered 'Confidential Information'.
  2. You may not disclose to any third party (other than a Court of competent jurisdiction pursuant to a specific request by that Court, or as otherwise required by Court) any of Our Confidential Information unless that Confidential Information is already in the public domain through no fault Yours.

18. Miscellaneous

  1. If any part of this Agreement becomes or is illegal or unenforceable that part of this Agreement shall be deemed excised and the Parties shall act in good faith to replace the relevant part of this Agreement with an alternative that is not illegal or unenforceable and that maintains the intended business relationship between the Parties.
  2. This Agreement represents the entire relationship between the Parties and supersedes all previous written or other correspondence and agreements as to the subject matter of this Agreement.
  3. The Parties are entering into this Agreement as principals and nothing in this Agreement shall serve to create any agency or partnership between the Parties.
  4. No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both Parties.
  5. No rights under the Contracts (Rights of Third Parties) Act 1999 shall accrue to any third party in relation to this Agreement.
  6. Any notice that We wish to give You under or connected with this Agreement, may be given either via email to the address You have given Us or via the Admin Site. If You wish to give Us any notice You may do so by email to beon-legal@teamaol.com.
  7. Any notice will be deemed delivered at 09h00 (UK time) on the first working day after the date on which the notice was emailed or posted on the Admin Site (as the case may be); save that, in the event that notice is provided by email, the sender receives a notice that the email is not delivered.
  8. We are neither responsible nor liable for any taxes that may be levied upon You in respect of Your participation in this Agreement nor Your publication of any of Our Campaigns. However if We are required by any applicable law to withhold amounts from payments to You for tax purposes We shall do so and make the appropriate payments to the appropriate tax authorities and thereafter We shall provide to You evidence of the deduction and payment to the tax authorities. The withholding shall then be deducted from Your Fees prior to payment.

19. Governing Law and Jurisdiction

This Agreement (and all non-contractual matters associated with this Agreement) shall be governed by and construed in accordance with the laws of England and the Parties hereto unconditionally submit to the exclusive jurisdiction of the Courts of England & Wales.