THIS AGREEMENT (the "Agreement") is made and entered into by and between Veedi Online Ltd., a company incorporated under the laws of the State of Israel ("Veedi"), and ____________, ("Publisher"), the operator of a web games website or websites as indicated in Appendix A to this Agreement( each of which -"Publisher Website").
PLEASE READ THIS AGREEMENT CAREFULLY AND INDICATE YOUR ACCEPTANCE BY CHOOSING “I ACCEPT”. BY CONSENTING, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS Agreement. A copy of this Agreement may be printed and retained.
Pursuant to this Agreement: Publisher will be authorized by Veedi to publish and/or present the Tutorial/Tutorials as defined below at Publisher's Website; Publisher agrees to the revenue share set forth at section 8 of this Agreement, as well as to all other terms and conditions of this Agreement, all with regards to the inclusion in Publisher Website of a game video tutorial ("the Tutorial") created and edited by Veedi and presented on Veedi website at Veedi.com ("Veedi Website"). Veedi shall provide the Publisher with the Tutorial for its publishing/presentation at Publisher's Website. The effective date is the date on which the Tutorial has been made available to the public on Publisher's website ("Effective Date").
Therefore, the parties agree as follows:
Publisher Warrantiesand undertakings.Publisher warrants and represents that: (i) Publisher has the right to operate the license described in this Agreement, without derogating from the generality of the foregoing, Publisher represents and warrants that Publisher has all necessary rights for the performance of this Agreement; (ii) Publisher's entering into this Agreement does not violate any laws, rules, or regulations which govern Publisher or constitute a breach, event of default, or violation of any agreement by which Publisher is bound; (iii) Publisher is not precluded or prevented or blocked in any manner whatsoever from presenting and/or publishing Google advertisements of any sort(iv) Publisher will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with Publisher's income relating to this Agreement.)v)Publisher undertakes not to change, hide or harm, in any manner, the advertisements included within the Tutorial or the web page presenting the Tutorial. Publisher shall be precluded from deleting the web page as above.
7.1. Veedi shall have the right to include advertisements of any sort, game-window banners etc. in all the advertising space concerning the Tutorial and to place advertisements in any file format ("Ads") in any space within the Tutorial.
7.2. No Guarantee. Veedi makes no guarantee as to the level of impressions or clicks on any Ad, or the amount of any payment to be made to Publisher under this Agreement.
8.1. Publisher shall be entitled to 70% of the net revenues generated by Veedi from the sale of ADS to users directly from the Tutorial as defined above (i.e. the tutorial for Publisher's game) only ("Publisher Revenue Share").
Net Revenue: means gross revenue received by Veedi less a flat 20% deduction (representing, payment transaction fees, cogs, Streaming cost, serving cost, Video creation, other charges etc).
8.2. Publisher understands and acknowledges that Publisher Revenue Share is the sole and exclusive consideration to Publisher. Publisher acknowledges the sufficiency of such consideration and under no circumstances shall Veedi be bound to pay Publisher additional payments.
8.3. Publisher further understands and agrees that Veedi may at any time, upon notice to Publisher, change the consideration mechanism and the Publisher Revenue Share.
8.4. Publisher Revenue Share Payments will be made to Publisher by Veedi against a duly issued tax invoice by Publisher. Veedi may elect, in its sole discretion, to pay Publisher by check or electronic funds transfer. Notwithstanding any provision herein to the contrary, Veedi shall not be obligated to make any payment to Publisher in connection with this Agreement unless and until Veedi has received corresponding payment from its advertisers or ad partners. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information.
8.5. Payment Terms: Veedi will forward Publisher a monthly report not later than 10 working days following the end of every calendar month.Following confirmation of the above report by Publisher, Publisher will issue Veedi an Invoice and Payments to Publisher will be made to Publisher within 60 days of the date of the Invoice. Veedi shall be authorized at any time to chargeback any fee paid to Publisher in the event an Advertiser or Ad Partner whose Ads have been displayed in the Tutorial assesses a chargeback against Veedi defaults on any amounts owed to Veedi for such Ads. Subject to the foregoing
8.6. Veedi reserves the right to make payments to Publisher only when Publisher's earned balance is greater than $500 USD. If Publisher terminates this Agreement and his earned revenue is less than $500 USD, he will be paid the balance less any applicable transaction fees and reasonable reserves for charge backs, credits, and payment defaults.
8.7 Publisher can add other websites to Appendix A by using the designated link at the Website. Having done that, the Effective date for Revenue Share relating to the new website/websites added as above shall be the date on which such other website/websites had been added by Publisher.
9.1. This Agreement shall remain in full force and effect until terminated by either party.
9.2. Either party may terminate this Agreement at any time by contacting the other party. Publisher agrees that Veedi, in its sole discretion, may terminate his password, account (or any part thereof) and remove and discard any Tutorial from the Website at any time, for any reason or no reason and the Publisher shall have no claim or demand whatsoever with regards to any such removal. Veedi may also in its sole discretion, for any reason or no reason and at any time discontinue maintaining the Website, or any form thereof, with or without notice. Further, Publisher agrees that Veedi shall not be liable to Publisher or any third-party for any termination of this Agreement or any part thereof. In addition to any other remedies that may be available to Veedi, Publisher's infringement of any intellectual property rights including but not limited to any violation of any copyright, will result in termination of the Agreement, and a forfeiture of any payment due.
Without derogating from the generality of the above, This Agreement may be terminated without warning if Veedi believes that Publisher is in breach of any of the foregoing representations and warranties. VEEDI RESERVES THE RIGHT TO REFUSE PARTICIPATION TO ANY APPLICANT OR USER AT ANY TIME IN ITS SOLE DISCRETION.
13.1. This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of other jurisdiction. The parties each consent to the exclusive jurisdiction of the courts located in Tel-Aviv, Jaffa, and waive any objection to venue in such courts.
By checking "I Agree" Publisher affirmatively agrees that this Agreement shall be binding on Publisher, just as if Publisher had provided a physical signature. Publisher hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed under this agreement. Furthermore, Publisher hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. By submitting the Publisher Materials to Veedi, Publisher expressly recognizes and agrees that any data or information Publisher provides to Veedi, including personally identifiable information, will be provided to Veedi, which is located in the state of Israel.