This Network Participation Agreement ("Agreement") is made and entered into as of the date for which this Agreement has been electronically accepted (the "Effective Date"), by and between 135 Tech Labs Private Limited, a company registered under companies act 1956 having registered office in 1st floor, East wing, DHFLVC silicon towers, Kondapur, Hyderabad, 500 084 (hereinafter referred to as "135TL"), and the Company that you represent (hereinafter referred to as "You" or "Your") by electronically accepting this Agreement to use HangouttService.
1. 135TL has developed and maintains a network of registered advertisers and publishers / Businesses, who will have their portal (“Hangoutt Businesses Portal”) hosted by the Hangoutt App, and related technology and software to direct customized rewards, offers, goods & services, advertisements and links (collectively, the “ad content”) from advertisers to the websites of selected participating Businesses / publishers ("Publishers") (collectively, the "Hangoutt Network" or the "Network")
2. You desire to participate in the Hangoutt Network as an advertiserand/or a Publisher, in order to sell and/or display ad content (by the advertisers), subject to and in accordance with the terms and conditions of this Agreement.
3. Publishers are a superset of advertisers, i.e. all Publishers can act as advertisers but not vice versa. In the agreement, henceforth the rules that apply to advertisers also applies to Publishers who wish to sell and / or display ad content to other Publishers, subject to and in accordance with the other Publishers agreeing to display the ad content (collectively, the “Advertisers”).
4. You understand that access to, use of or participation in the Network is expressly conditioned on compliance with the terms and conditions of this Agreement, as well as any additional terms and conditions that may be agreed to for your specific campaign. If You do not agree to be bound by the terms and conditions of this Agreement, You may not access, use or participate in the Hangoutt Network.
NOW, THEREFORE, in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
The Hangoutt Network allows Advertisers to display ad content, including written content, images, graphics, URLs and other materials on the Hangoutt portals of selected Publishers. The Network is used to manage the delivery of and the ad content to the Hangoutt portals of participating Publishers ("Publisher portals").
2. Acceptance of Terms.
3. Modifications and Notifications.
3.1 Modification of the Hangoutt Network.
3.1.1 135TL reserves the right to improve, modify, remove, suspend or discontinue, temporarily or permanently, in whole or in part, any information, content, services, products or features appearing on and/or offered through the Hangoutt Network and the Hangoutt Network website (the "Network Site" or "Site") at any time in 135TL's sole discretion without notice and without liability. 135TL is under no obligation to remove any content and we do so at our sole discretion. 135TL may discontinue or revise any or all aspects of the Hangoutt Network and/or offerings of the Hangoutt Network in our sole discretion and without prior notice.
3.2 Modification of Agreement.
3.3.1 You agree that 135TL shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Hangoutt Network or any 135TL Advertising Guidelines. By continuing to participate in the Hangoutt Network after 135TL has posted any such modifications or provided any required notices, You agree to be bound by the modifications. If any modification is not acceptable to You, Your only recourse is to cease participation.
4. Registration and Password.
5. Advertiser Obligations
5.1 Ad content : If You participate in the Network as an Advertiser, You may begin creating Ads and Ad content as soon as You register with Hangoutt Services and set up Your Account. You will setup and select the activities and metrics relating to an Ad that will trigger a payment by You to 135TL (e.g., delivery of an impression or click) (all such activities and metrics, "Actions"). You will provide Your Ads to Hangoutt Network in accordance with the 135TL Advertising Guidelines ("Advertising Guidelines").
5.2 Responsibility : 135TL disclaims all liability relating to Your Ads and Ad content. You are solely responsible for Your Ads and Ad content, any services and products You offer through Your Ads and Ad content and any websites that can be linked to/from Your Ads and Ad content. You may cancel or suspend an Ad or Ad Campaign, effective within approximately fifteen (15) minutes of 135TL's receipt of Your cancellation notice, by logging into your Account and pausing your Ads. 135TL may, in its discretion, reject, remove, or suspend (such as in the event Your Ad Campaign spending limit has been reached) any of Your Ads at any time and for any reason.
5.3 Prohibitions& Representations
YOU REPRESENT AND WARRANT THAT:
5.3.1 You are the owner or are licensed to use the contents and subject matter contained in Your Ads and ad content;
5.3.2 Your Ads and ad content are free of any "worm," "virus" or other device that could impair or injure any person or entity;
5.3.3 Your Ads and ad content do not violate any law or regulation, including but not limited to laws governing false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement;
5.3.4 Your Ads and ad content do not
188.8.131.52 contain any misrepresentations or content that is defamatory,
184.108.40.206 violate any rights of privacy or publicity,
220.127.116.11 contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive, or
18.104.22.168 promote or support gambling or sweepstakes or contests in countries that prohibit such promotions;
22.214.171.124 You are generally familiar with the nature of the Internet and You will comply with all laws and regulations that may apply to display of the Ads and ad content on Publisher Portals, including privacy laws;
126.96.36.199 the Ads and ad content do not and will not infringe any intellectual property, trademarks, copyrights or proprietary right of any third party;
188.8.131.52 You will not nor will You authorize third parties to
184.108.40.206.1 generate fraudulent, automated or otherwise-invalid Actions relating to Your Ads and Ad content, (b) use robots, other automated-query tools, computer-generated search requests and/or any other similar results-optimization methods unless authorized by 135TL,
220.127.116.11.2 disseminate harmful content including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information,
18.104.22.168.3 offer or disseminate fraudulent goods, services, schemes, or promotions (e.g., make money fast schemes, chain letters, pyramid schemes), or furnish false data on any signup form, contract or online application or registration, or fraudulently use any information obtained through the use of the Hangoutt Network, including without limitation, credit card numbers, or
22.214.171.124.3 advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where Your Ad and Ad content are displayed; and
126.96.36.199.3 You will not reverse engineer, decompile or disassemble the Hangoutt Network or the Site.
6. Publisher Obligations.
6.2. Representations: By participating in the Network, You represent that You are the owner/publisher or the authorized agent of the owner/publisher of Your Publisher Portals and that the information related to Your Publisher Portals is true and accurate.
6.4. Publisher Prohibitions: The Hangoutt Network Site will be the official site for any communications regarding Ads, Hangoutt Advertising Guidelines, and this Agreement. You will direct any communications about Ads to 135TL and not to the Advertisers. No other communications to or from Advertisers or other third parties will be binding on 135TL or will otherwise affect this Agreement. You will not engage in any of the following prohibited activities:
6.4.1 the promotion or conduct of any illegal or fraudulent activity through Your Publisher Website;
6.4.2 the display of obscene, pornographic, offensive, violent, defamatory, illegal or misleading content on Your Publisher Website;
6.4.3 the use of invisible, fraudulent, automated or otherwise invalid methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the Consumer;
6.4.4 the disruption, interception, or redirection of any links from the Ads displayed on Your Publisher Website;
6.4.5 the sending or causing to be sent unsolicited emails;
6.4.6 providing or permitting any incentive based promotion in connection with an Ad, unless specifically authorized by an Advertiser;
6.4.7 promoting Ads or traffic to Your website through instant messaging chat clients;
6.4.8 violating the terms of service and advertiser policies of third party sites;
6.4.9 displaying Ads in the context of sites which promote illegal or unethical activity, including but not limited to racism, hate, "spam," mail fraud, software pirating (e.g., Warez, Hotline), illegal gambling, illegal sweepstakes, pyramid schemes, illegal investment or money-making opportunities, and illegal advice;
6.4.10 displaying Ads in the context of material which is libelous, defamatory, infringing, false, misleading or contrary to public policy;
6.4.11 displaying Ads in the context of material which is otherwise prohibited by Federal, state, or local law, rule or regulation applicable to any jurisdiction where the marketing occurs;
6.4.12 displaying Ads directly or in the context of material that may bring 135TL and/or its associated Advertisers negative publicity or would result in criminal liability of 135TL or its Advertisers;
6.4.13 using deceptive or misleading practices such as the use of spyware, devices, programs, robots, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer or user ("Consumer") is generating a lead;
6.4.14engaging in any deceptive form of advertising which includes, but is not limited to, phishing (sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the Consumer into surrendering private or personal information) or any other similar activity;
6.4.15 the reverse engineering, decompiling or disassembling of the Hangoutt Network, the Site or any software provided to You to allow You to display Ads.
6.5 Publisher Contextual Marketing Obligations: Publisher agrees that any use of contextual media shall:
6.5.1 be only with the express and fully informed consent of the Consumer;
6.5.2 include a clear and conspicuous, functioning uninstall mechanism; and
6.5.3 be in compliance with all applicable laws, rules, and regulations relating to contextual media and this Agreement. 135TL reserves the right to request additional information about Publisher's use of contextual media, and Publisher agrees to promptly respond to any such request by 135TL with complete and accurate information.
6.6. Publisher Obligations: Publisher shall not modify or alter any Offer or Ad Creative in any manner. Publisher will only run approved banners and text in its advertising of Offers and will not create its own banners or advertising text based on the Creative or Offer, unless expressly approved in writing by 135TL. Publisher will comply with any additional Advertiser restrictions applicable to an Offer, including but not limited to allowed or prohibited traffic type and banned search terms. Any unapproved use of Offers or Creative will result in the loss of payment for leads generated. Any use of iframes that constitute a violation of the terms of Section 6 d, or any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic, or websites that are point, lottery or rewards based and encourage Consumers to click on Offers or use Offers to generate revenue for Consumers to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from 135TL.
6.7 Publisher Obligations in Terms of Third Party Websites and / or other Publisher Portals and Services:Publisher shall not violate any third party terms and conditions, which includes, but is not limited to, unauthorized use of a third party web site for commercial gain or posting bulletins to non-owned accounts. Specifically with respect to third party social network sites, Publisher agrees that it shall not:
6.7.1 engage in the transmission of junk mail, chain letters, or unsolicited mass mailing through spamming, spamming, emailing or any other form of mass communication;
6.7.2 use any automated mean, including but not limited to scripts, to add friends, send comments or messages, or post blogs;
6.7.3 impersonate any individual or entity or publish any information that is false or misleading;
6.7.4 compromise Consumer account integrity, including the gaming of logins and passwords, or attempt to collect, harvest or transfer the login or password details of third parties; or
6.7.5 impede the intended Consumer experience or upload, post, transmit, share, store or otherwise make available any content which restricts or inhibits any third party from using or enjoying the Site.
6.8. Publisher Obligations in Terms of Mobile Marketing Obligations: Publisher represents and warrants that with respect to any Offers involving wireless content subscription products or services published or otherwise marketed by Publisher for 135TL and / or Hangoutt network, Publisher shall not:
6.8.1 use the terms "free," "complimentary," "no charge," "without charge," or any other term that reasonably leads a Consumer to believe that he or she may receive something of value, entirely or in part without a requirement of compensation in any form; or that tends to convey the impression to the consuming public that an article of merchandise or service is "free," unless the initial representation to the Consumer also clearly and conspicuously states that the free item may be received by the Consumer pursuant to his or her authorization of billing for a paid subscription plan, the price of the plan, and its term (e.g., "Free ringtone with paid monthly subscription of $9.99/month" or words of similar effect);
6.8.2 advertise or promote any content that is available only through certain wireless carriers, unless the advertisement clearly and conspicuously discloses that the content is not available through all carriers and clearly and conspicuously discloses for each type of content the carriers that support each type of content being advertised;
6.8.3 include a term or condition to an Offer's acceptance whereby the Consumer agrees to accept advertising or promotional messages delivered electronically to cell phones via text messaging, e-mail or otherwise, that are unrelated to the current Offer, unless expressly and specifically consented to by the Consumer;
6.8.4 use pre-checked boxes for acceptance of a term(s) or condition(s) of the Offer; or
6.8.5 use any artist or content image without a valid license or that is not included in the most current version of the applicable content catalogue.
6.9. Additional Representations: Publisher further represents and warrants that with respect to any Offers involving wireless content subscription products or services published or otherwise marketed by Publisher for Hangoutt Network, Publisher shall:
6.9.1 not modify or alter banners, creative’s or landing pages in any manner without written approval of 135TL; and
6.9.2 respond to any audit request by 135TL by
6.9.3 promptly providing any and all requested information and
6.9.4 6.9.4 making all requested changes within the stated time from the sending of such request.
7.1 Publisher Portals.
7.1.2 Collection of Information by Advertisers: As a Publisher, You acknowledge that Ad content may include features or functionality (e.g., interactive games) from Advertisers or their agencies that monitor a Consumer's usage, redirect a Consumer to an Advertiser landing page or request Consumers to submit information.
188.8.131.52 tracking impressions and controlling the number of times a Consumer views an Ad and monitoring Ad interactions and the effectiveness of Ads;
184.108.40.206 improving, enhancing and implementing Ad targeting, performance management, forecasting abilities, creative optimization and monetizing technologies by 135TL and Advertiser; and
220.127.116.11 targetingAd contentand general advertising on the Publisher Portals. Furthermore, You hereby grant, and You represent and warrant that You have the rights and permissions necessary to grant, to 135TL an irrevocable, perpetual, non-exclusive, transferable and sub licensable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute any General Data for any purpose, commercial, advertising or otherwise, on or in connection with the Ads as displayed by Publishers in the Hangoutt Network.
8. Intellectual Property Rights.
8.1 Advertiser Licenses: If You participate as an Advertiser, You hereby grant 135TL, in order to allow Hangoutt Network to serve Your Ads on the Publisher Portals, an unlimited, non-exclusive, fully transferable and sub licensable, worldwide, royalty-free, fully paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the Ads, including in multiple, different size layouts, and to commercially monetize and exploit the same solely for the purposes of the Network, as set forth herein.
8.2 Publisher Licenses: If You participate as a Publisher, 135TL and the Advertisers grant You a non-exclusive license during the term of this Agreement to display the Ads on Your Publisher Website in the form provided by Hangoutt Network, in accordance with the terms and conditions of this Agreement. You will not copy, modify, create derivative works of, distribute, or otherwise provide or re-syndicate the Ads. You grant 135TL a non-exclusive license during the term of this Agreement to use, copy, display, distribute, and disclose Your name, logo, and account information on the 135TL and /or Hangoutt Site and in 135TL marketing materials. You also grant 135TL a non-exclusive license during the term of this Agreement to index and cache Your Publisher Website and any portion thereof, by manual or automated means (including with Web spiders and crawlers), for purposes of promoting the Hangoutt Network, soliciting other publishers and advertisers to participate in the Network, and directing Ads to Your Publisher Website.
8.3 Publisher Data Ownership: As between 135TL and Publisher, Publisher owns all personal data ("Profile Data") of its Publisher Website Consumers.
8.4 Reserved Rights: Except as expressly permitted in this Agreement, You will not earn or acquire any rights or licenses in the Hangoutt Network. You acknowledge and agree that 135TL and its licensors own all right, title, and interest in and to the HangouttNetwork, including all intellectual property rights therein. The Hangoutt Network is protected by copyright, trademark and other laws of India and foreign countries. Except as expressly permitted in this Agreement, You may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use the Hangoutt Network. All rights not expressly granted to You through this Agreement are reserved by 135TL.
9.1 Advertiser Payment: Calculation of the fees You owe 135TL under this Agreement ("Fees") is dependent on how You bid for Your Ads via the Hangoutt Site when You create Ads and Ad content. 135TL will charge you in one of three ways: (i) by charging Your credit card; (ii) by deducting the Fees from a 135TL payment account that You have established with a 135TL third-party payment processor (e.g., PayPal); or (iii) by electing to accumulate multiple charges and invoice you and request a wire for amounts due when Your unpaid fees total a threshold amount. If You decide to cap Your expenditure for an Ad Campaign, 135TL will use commercially reasonable efforts to end such campaign when the cap has been reached; however, any Fees that exceed the cap are Your sole responsibility. Fees will exclude all applicable taxes. Fees are based only on 135TL's measurements of Actions, and 135TL does not reconcile Action data with third-party advertisement servers. If 135TL becomes aware of fraudulent actions relating to an Ad Campaign, it may reverse certain amounts charged to You. For the purposes of checking credit, effecting payment and/or servicing Your account, 135TL may share with companies who work on its behalf, such as payment processors and/or credit agencies, any credit-card and related payment information that You provide.
9.2 9.2 Publisher Payment:
9.2.1 Calculation of Payment: As a Publisher, You will be able to generate revenue through valid, end user Actions relating to Ads displayed on Your Publisher Portals. 135TL will pay Publishers a CPM percentage revenue payment based on the revenue received from Advertisers for Ads displayed on Your Publisher Website, less any refunds or credits due to the Advertisers, merchant card fees, ad-serving fees, campaign referral fees, unpaid advertiser fees, wire fees and other related expenses. Payments earned as a result of valid Actions will accrue and be posted to Your Account. You will be able to view an estimate of CPM payments earned under this Agreement in Your Account. Amounts due to You will be determined solely by 135TL based on data regarding impressions, clicks, transactions, conversions and other applicable metrics collected by Hangoutt Network. 135TL has no obligation to pay any amounts determined by 135TL to have resulted from fraudulent, misleading or false activities or from any breach of this Agreement. If You dispute 135TL's calculation with respect to amounts owed to You, 135TL will use commercially good faith reasonable efforts to resolve that dispute, but 135TL's resolution will be final.
9.2.2 Timing of Payment: 135TL will pay You 100% of the amount it expects to receive from Advertisers within thirty (30) days after the last day of the month in which Ads were served. If, for whatever reason, the Advertisers fail to pay 135TL then135TL, at its discretion, may deduct from Your payment in the current pay period or in future pay periods amounts owed to 135TL by Advertisers for Ads displayed on Your Publisher Website. If payments due to You in any month are less than Rs. 1000, 135TL will credit amounts due to Your account and pay them in the next month in which cumulative amounts due are at least Rs. 5000. All payments will be made in Indian Rupees.
9.2.3 Account Transfer Terms: Generally, accrued payments will be available for withdrawal or transfer from Your Account thirty (30) days after the end of the calendar month in which they accrued or within thirty (30) days of the end of the month in which applicable revenue is received by 135TL from Advertisers. All payments will be made in Indian Rupees. If payments due to You in any month are less than Rs. 1000, 135TL will credit these amounts due to Your Account but only permit You to withdraw or transfer them in the next month in which cumulative amounts due are at least Rs. 1000. You will not be entitled to receive interest on any Account payments.
9.3 Prohibited Actions: You will not, nor permit others to, use robots, spiders, or other means of creating any artificial or fraudulent impressions of the Ads. You will not, nor permit others to, disrupt, intercept or redirect any links from Ads displayed on Publisher Portals. 135TL will have no obligation to pay any amounts determined by 135TL to have resulted from fraudulent, misleading or false activities or from any breach of this Agreement.
9.4 Payment Terms:135TL may modify its payment terms at any time upon thirty (30) days' prior notice of any such change (unless 135TL is required by law to provide more than thirty (30) days' notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to You by 135TL (or such other time period specified in such notice). If any such modified payment terms are not acceptable to You, Your only recourse is to cease participation. By continuing to participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, 135TL may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide.
10. Term and Termination
10.1 By Advertisers: You may terminate this Agreement by disabling Your Account. As an Advertiser, You may terminate any Ad Campaign at any time by following instructions set forth in Your advertising Account at www.Hangoutt.com. Upon termination, You will pay all amounts due to 135TL within thirty (30) days from the last day of the month in which termination occurs.
10.2 By Publishers: You may terminate this Agreement by disabling Your Account. As a Publisher, You may terminate participating Publisher Portals (or change or cease which Publisher Portals receive Ads) by removing the Hangoutt Ad Codes. Upon termination: (i) You will remove all Ad Codes from Your Publisher Website within twenty-four (24) hours; and (ii) 135TL will pay all undisputed amounts due to You within ninety (90) days from the last day of the month in which termination occurs.
10.3 By 135TL: 135TL may immediately terminate this Agreement, or cancel or suspend in whole or in part, the Hangoutt Network, for any reason at any time. In addition, 135TL may terminate this Agreement immediately without notice to You in the event that:
10.3.1 You fail to comply with the 135TL Advertising Guidelines;
10.3.2 You breach any term or condition of this Agreement; or
10.3.3 upon receipt of claims or allegations from third parties or authorities or if 135TL believes You have breached any term or condition of this Agreement. 135TL is not required, and may be prohibited, from disclosing a reason for the termination of Your Account. All decisions regarding the termination of Accounts shall be made in the sole discretion of 135TL. You agree that no liability shall arise from any termination by 135TL.
10.4 Survival: Upon termination or expiration of this Agreement, any terms that should by their nature survive will survive, including without limitation the indemnification and confidentiality provisions.
11. Confidential Information.
11.1 During the term of this Agreement, each party may receive Confidential Information from the other. Except as expressly authorized by this Agreement or necessary for performance under this Agreement, each party will use reasonable efforts to maintain the confidentiality of all such information and no party will use less effort than that which it ordinarily uses with respect to its own Confidential Information. The foregoing will not restrict either party from disclosing Confidential Information of the other party:
11.1.1 the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and
11.1.2 on a confidential basis to its legal or financial advisors, or prospective acquirers or investors. 135TL "Confidential Information" includes, but is not limited to:
18.104.22.168 all software, technology, guidelines and documentation relating to the HangouttNetwork;
22.214.171.124 campaign metrics (e.g., click-through rates, conversion rates, and targeting criteria), amounts paid or payable, and other statistics relating to the Network;
126.96.36.199 Hangoutt Network's methods for selecting and directing Ads to Publisher Portals, and/or Hangoutt Network's methods for selecting and directing Ads to specific Ad Codes;
188.8.131.52 and any other confidential or proprietary information, which, based on the circumstances of disclosure or the nature of the information itself, should reasonably be considered Confidential Information. Your "Confidential Information" means any confidential business or technical information that You provide to 135TL. Confidential Information does not include information that:
184.108.40.206.1 is or becomes generally known to the public through no fault of or breach of this Agreement by the recipient;
220.127.116.11.2 is rightfully known by the recipient at the time of disclosure without a confidentiality obligation;
18.104.22.168.3 is independently developed by the recipient without use of the disclosing party's Confidential Information; or
22.214.171.124.4 the recipient rightfully obtains from a third party without disclosure restrictions.
11.2.1 Removal of access to all offerings and features of the Hangoutt Service,
11.2.2 Deletion of your password and all related information, files, and content associated with or inside your account (or any part thereof), and
11.2.3 Barring of further use of your account. Further, you agree that all terminations for cause shall be made in 135TL’s sole discretion and that 135TL shall not be liable to you or any third party for any termination of your account, any associated email address, or access to your account.
12.1 General: You will indemnify, defend and hold 135TL and its members, officers, directors, employees, shareholders, agents, Publishers, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to:
12.1.2 all Creative;
12.1.3 any content on the Hangoutt Network generated by Consumers; and
12.1.4 Your failure to comply with any laws applicable to Your use of the Hangoutt Network. This defense and indemnification obligation will survive this Agreement and Your use of our Network.
12.2 By Advertisers: In addition to the above, if You participate as an Advertiser, You will indemnify, defend and hold 135TL and its members, officers, directors, employees, shareholders, agents, Publishers, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to Your Ads, including without limitation, claims that the Ads infringe any privacy, publicity, intellectual property or proprietary rights of any third party.
12.3 By Publishers: In addition to the above, if You participate as a Publisher, You will indemnify, defend and hold 135TL and its members, officers, directors, employees, shareholders, agents, publishers, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to:
12.3.1 the operation or content of Your Publisher Portals or other advertising channels, or the operation or content of any of Your sub-Publisher Portals or other advertising channels; and
12.3.2 135TL's use of any General Data: Furthermore, You will also indemnify, defend and hold Advertisers and any third party advertiser aggregators/agents with whom 135TL has contracted for Advertisers (and their respective officers, directors, employees, shareholders and agents) harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to Your participation in the Hangoutt Network and the operation or content of Your Publisher Website. You acknowledge that Advertisers and any third party advertiser aggregators/agents with whom 135TL has contracted for Advertisers are intended third party beneficiaries of these indemnities.
13. No Guarantee; Warranty Disclaimer
135TL makes no guarantee that participation in the Hangoutt Network will secure any success or generate any leads from Ads, that Ads will be served on or directed to Publisher Portals, or that You will become entitled to any level of payment. 135TL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 135TL DOES NOT WARRANT: (I) THAT THE NETWORK WILL MEET YOUR REQUIREMENTS; (II) THAT THE NETWORK AND ANY ADS WILL OPERATE WITHIN YOUR PUBLISHER WEBSITE; OR (III) THAT THE OPERATION OF THE NETWORK WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY ERRORS WILL BE CORRECTED.
14. Limitation of Liability
IN NO EVENT SHALL 135TL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE HANGOUTT NETWORK. IN ADDITION, 135TL WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM YOUR PARTICIPATION IN THE NETWORK, TERMINATION OF YOUR PARTICIPATION IN THE NETWORK, OR ANY CESSATION OF NETWORK FUNCTIONS.
15.1 Venue and Jurisdiction: These Terms and any action related thereto will be governed by the laws of India and Jurisdiction of Hyderabad, India. The parties hereby consent to personal jurisdiction and venue therein.
15.2. Severability: If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
15.3. Assignment: You may not assign this Agreement without 135TL's prior written consent. Any attempt to assign this Agreement other than as permitted above will be invalid.
15.4. No Third Party Beneficiary: This Agreement is intended for the sole benefit of the parties and is not intended to benefit any third party, except that the parties agree that Advertisers and any third party advertiser aggregators/ agents with whom 135TL has contracted for Advertisers, are intended third party beneficiaries of the indemnities hereunder.
15.6. Force Majeure: Except for the obligation to make payments hereunder, nonperformance by either party shall be excused to the extent such performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party.
15.7. Entire Agreement: This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding this subject matter. It supersedes all prior or contemporaneous agreements or understandings relating to this subject matter.I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.