PUBLISHER AGREEMENT

Preamble

The following terms and conditions in this agreement, along with any additional documents issued in the process are the governing elements for your participation as a member “Publisher” of the GamePix S.r.l Publisher program. By agreeing to this agreement the publisher agrees to be bound by all the specified terms and conditions below, which are to be amended occasionally by GamePix S.r.l.

  1. DEFINITIONS

1.1 “Client” refers to a client of GamePix S.r.l.
1.2 “Ads” refer to marketing Ads published by GamePix S.r.l on the Publisher Platform/website, setting up Ads on behalf of a Client may be necessary in some cases, and it may contain additional terms either by the client or GamePix S.r.l
1.3 “GamePix S.r.l Policies” means: (a) the GamePix S.r.l Electronic Mail Policy, (b) the GamePix S.r.l Publisher program Policy, and (c) the GamePix S.r.l Acceptable Use Policy which may be amended occasionally and sent to publisher or published on Publisher Platform.
1.4 Platform for the Publisher Program operated by GamePix S.r.l is situated at ads.gamepix.com.
1.5 “Sub-Publisher” means an independent third party working with the Publisher.

  1. THE PROGRAM

2.1 GamePix S.r.l will give permission to Publisher to participate in the Program as long as they remain compliant with the terms and conditions noted in this Agreement and in any additional policies or amendments established by GamePix S.r.l in the future or from time to time, or incorporated by reference in this Agreement. This also includes terms and conditions set by Google for publishers that are looking to run Google Ads.
2.2 The Publisher will be given a personal username and password to access the publisher platform, neither of which may be used by or given to any person other than the Publisher.
2.3 The Publisher is allowed to include Sub-Publishers to distribute Ads in accordance with the Program, as long as:
(a) The Publisher has received a written approval from an GamePix S.r.l Representative to engage Sub-Publishers
(b) The Publisher implements a Publisher ID in the Publisher platform to track the results sent by the Sub-Publishers.
(c) The proposed Sub-Publisher agrees in satisfaction to all the terms and conditions in this Agreement, along with any other policies issued by GamePix S.r.l, and specifically in regards to the Sub-Publisher provisions mentioned in this agreement including occasional amendments to the agreement from time to time.
(d) The Publisher never engages a Sub-Publisher that in the opinion of GamePix S.r.l will cause harm to the GamePix brand and reputation or is likely considered unsuitable.
2.4 Any breach of this agreement by a Sub-Publisher will be deemed a breach by the Publisher, making the publisher responsible for any consequences.
2.5 It is clearly agreed upon that by this agreement the sole intent of both parties is to establish a business relationship between GamePix S.r.l and the Publisher, and it is not the intention of either party to establish a joint venture or to make the publisher an employee, agent, or partner of GamePix S.r.l Both parties clearly agree that they are independent contractors, and furthermore this agreement does not create a partnership in any sense. Nor did any of the parties provide each other the right or authority to handle, imply, express or oblige any matters on behalf or in the name of the other.
2.6 GamePix S.r.l may, on its own discretion, analyze, confirm, or check any information provided by the publisher for accuracy and reasons, If at any point GamePix S.r.l determines the information provided by the Publisher to be misleading, inaccurate or false, GamePix S.r.l can deny, restrict, or remove the publisher’s account, access, and of any other benefits given to the publisher in the Publisher Platform and program. Additionally GamePix S.r.l may also withhold any payment that may be due to the publisher.
2.7 Other than as mentioned in section 2, Publisher is not allowed to lease, sell, rent, resell or, service any Ads, and any attempt to do so will results in breach of this agreement.
2.8 The policies, specifications, and/or recommendations by GamePix S.r.l in respect to publisher websites, marketing strategies, or any other matter should not be regarded as legal advice or guideline that the publisher websites, and marketing strategies is in compliance with law. GamePix S.r.l does not warrant that these policies, specifications, and/or recommendations are legally compliant or appropriate. GamePix S.r.l does not assume any responsibility and disclaims any liability for the use or reliance on these policies, specifications, and/or recommendations by the Publisher.
2.9 GamePix S.r.l’s Participation in the distribution of Ads in the Publisher platform is not an endorsement by GamePix S.r.l of any client. GamePix S.r.l is a Neutral host and operator of the Ads program. GamePix S.r.l is neither liable nor responsible for the acts, agreements or promises of any client or publisher using the GamePix S.r.l services.

  1. ADS

3.1 Ad Tags will be posted in the Publisher Platform or sent via e-mail.
3.2 GamePix S.r.l does not allow the promotion of Ads on incentivized traffic
3.3 Publisher is granted a non-exclusive, limited, and amendable right to access Ads from GamePix S.r.l, and Publisher is to publish the Ads on the Publisher website. All this must be done in accordance to this agreement and any other terms or conditions by GamePix S.r.l as amended occasionally, and in accordance to the specific Ads in use.
3.4 The publisher must not change, alter, modify, or misrepresent any Ads provided; this includes and is not limited to the text, videos or images provided by or on behalf of the client or GamePix S.r.l without being permitted in written consent by GamePix S.r.l
3.5 It is the responsibility of the publisher to frequently check the Publisher platform for any modifications or changes to the Ad Tags that the publisher is running with GamePix S.r.l

  1. COMPENSATION

4.1 GamePix S.r.l is to give the publisher a compensation that will be calculated in accordance to the payment terms mentioned in the publisher platform.
4.2 The publisher must understand and accept that payment may be delayed in case the Publisher does not provide any information demanded by GamePix S.r.l This also means that GamePix is in no way to be held accountable for any losses, or expenses that may results out of such delay either directly or indirectly
4.3 GamePix S.r.l is not to be obligated to send due payment to any publisher which does not exceed ($20) Us Dollars, or a greater amount agreed on with the publisher.
4.4 Payment to publisher by GamePix S.r.l will not accumulate interest.
4.5 The payment to the publisher will be made on the basis of records kept by GamePix S.r.l in publisher platform and as audited by the client occasionally. The Payment to the publishers will only be sent after GamePix S.r.l receives the payment from the client for each of the published Ads.
4.6 Payment Term: Net30

  1. FRAUD

5.1 In case GamePix S.r.l decide in its own discretion, that a publisher or a sub-publisher has participated or engaged in any activity that GamePix S.r.l finds to be fraudulent, not compliant with GamePix S.r.l terms, or harmful to the GamePix S.r.l brand and reputation, or causes any disrepute with clients, potential clients, or the general public. Or otherwise that the publisher or sub-publisher has indeed engaged in activities which are considered fraudulent, GamePix S.r.l can but is not obligated to (a) remove or suspend the Publisher’s membership in the Publisher program, without any prior alert and (b) release the information relating to the Publisher’s identity and location to any third party if required to enforce the GamePix S.r.l terms and conditions and (c) withhold any payments to the Publisher and (d) ask for compensation of the caused damages.
5.2 In the case of removal or suspension of the Publisher from the Publisher program in accordance to this agreement, any payments due as specified by the terms of this agreement will be forfeited at the time of removal or suspension.
5.3 For the purposes of this agreement, activities that are considered fraudulent include but are not limited to:
(a) An activity by a publisher or anyone associated with the publisher by law that may be directly or indirectly be aimed or intended to increase or inflate the compensation to the Publisher by GamePix S.r.l
(b) The generation of results or impressions using incentivized traffic.
(c) The generation of results or impressions by methods or tools other than the ones approved by GamePix S.r.l
(d) An activity by a publisher or anyone associated with the publisher by law which is not in accordance with the Publisher program; and (e) any activity that the client deems in its sole discretion to be fraudulent.
5.4 GamePix S.r.l is allowed at any point of the agreement to audit the publisher to determine the Publisher’s compliance with law and this agreement, hence, the publisher agrees to provide reasonable information upon request from GamePix S.r.l to carry out its investigation for compliance with law and this agreement.

  1. COVENANTS, REPRESENTATIONS AND WARRANTIES

6.1 The Publisher warrants that:
(a) Publisher is authorized and capable to enter and abide by this agreement;
(b) Publisher is of at least 18 years of age;
(c) There are no pending legal claims, actions or threats pending or due against the publisher that it is aware of;
(d) None of the websites associated with the publisher directly or indirectly contains false, deceptive, or incentivized advertising. Or any machine-readable code such as but not limited to virus, Trojan horse or other self-executing program;
(e) The websites associated with the publisher directly or indirectly are reputable and are in compliance with laws applicable in the jurisdiction in which the publisher is situated or also where the publisher is conducting business or markets Ads;
(f) Publisher is legally allowed and authorized to use, display, or distribute all content copyrighted material, products and services appearing in its website or websites associated with the publisher directly or indirectly; and
(g) Publisher is not currently involved in any agreement or business relation that may inflict with this agreement.
6.2 The Publisher convents and agrees that:
(a) Publisher will always and at all times be in compliance with laws applicable in the jurisdiction in which the publisher is situated or also where the publisher is conducting business or markets Ads;
(b) Publisher will in no way be involved in or enter any agreement or business relationship which might incur damage to this agreement in the opinion of GamePix S.r.l
(c) Publisher will always and at all times in compliance with this agreement, and with GamePix policies as updated, modified or replaced by GamePix S.r.l occasionally.
(d) Publisher will not allow or permit any person associated with the publisher to use any third party trade name or trademark without a written consent from GamePix S.r.l
(e) Publisher will not publish in any website or send any content, or link to any content, or otherwise participate or condemn any practice that is deemed by GamePix S.r.l as deceitful, offensive, pornographic, violent, abusive, prejudicial, incentivized or illegal, on any other that may or is likely to harm the GamePix S.r.l brand and reputation.
(f) Publisher will always comply with the terms and conditions of any agreement or policy specific to any Ads the Publisher is using.
(g) Publisher will comply with all online marketing laws and regulations, including CAN- SPAM Act of 2003 as amended or replaced from time to time.
(h) Publisher is solely responsible for the operation and development of its website or websites including and no limited to technical operation, maintenance, publication, and verification of accuracy of material and content published.
(i) Publisher is not to alter, modify, change, conceal, or cause to be inactive any tags, links, pixels, or any data provided to the publisher by GamePix S.r.l
(j) Publisher will not alter any content or information provided by GamePix S.r.l
(k) Publisher will not frame or mirror any content hosted by the client without permission in the form of written consent from GamePix S.r.l
(l) Publisher will periodically provide GamePix S.r.l with a valid and current telephone number, a valid electronic mail address, any other necessary identification and/or financial information deemed reasonable required by GamePix S.r.l

  1. DISCLOSURE OF INFORMATION

7.1 GamePix S.r.l may in its own discretion decide to disclose to the Publisher some information relevant to GamePix S.r.l Business, clients, other publishers, agents, or employees; or otherwise data, reports, practices, strategies and methods, plans, charts, studies or all other information (which collectively is considered to be ‘confidential information’). The publisher agrees and acknowledges that such information is to be provided upon the decision of GamePix S.r.l to do so and the publisher is not to obligate or demand such information from Employees, directors, or agents of GamePix S.r.l
7.2 Unless it is permitted, and expressed in writing by GamePix S.r.l, the Publisher covenants and agrees:
(a) To use the confidential information solely for purposed mentioned in this agreement
(b) That this confidential information will not at any point be disclosed or provided to any third party publisher, agent, sub-publisher, or employee of the Publisher without the written consent of GamePix S.r.l
7.3 In the case of termination of this agreement or if requested by GamePix S.r.l, the publisher agrees to deliver any and all notes, data, records, reports, or any other material containing confidential information recorded or written relating to GamePix S.r.l and in the possession of the Publisher or any party associated with the publisher directly or indirectly.
7.4 The Publisher acknowledges and agrees that:
(a) The provisions of this section are essential to the agreement and the inducement to enter to this Agreement;
(b) That the breach of this section causing any harm to GamePix S.r.l or resulting in damages is not allowed, and in the case of such breach GamePix S.r.l is entitled to seek under this agreement or other right accruing from this agreement or otherwise in law or equity, relief against the publisher without need to prove actual damages incurred.
(c) In spite of any other provision of this agreement, this section will stand even in case of termination of the agreement in any case.

  1. DISCLAIMER AND LIMITATION OF LIABILITY

8.1 GamePix S.r.l Claims all conditions and warranties, representations and guarantees with respect to any matter whether expressed or implied (including and not limited to any warranty of profitability, quality satisfaction, fitness for any particular, title and non-infringement).
8.2 In spite of any other provision to this agreement GamePix S.r.l additionally disclaims all liabilities and obligations on the part of GamePix S.r.l or any party associated with GamePix S.r.l directly or indirectly for any damages including without limitation to Special, indirect, or ensuing damages. This applies even in the case of being advised of the possibility of such damages resulting out of or in association with this agreement.

  1. TERMINATION

9.1 GamePix S.r.l can and may terminate this agreement after a (48) hours notice to the publisher, and the publisher can and may terminate this agreement after a (48) hours notice to GamePix S.r.l
9.2 In spite of termination to this agreement, the publisher agrees to remain bound by certain sections of this agreement as specified in the according sections.

  1. GENERAL

10.1 The Agreement will be enforced and interpreted in accordance with the law and regulations of Rome, Italy, and excluding any section of the agreement that may be in conflict with its laws and regulations. The publisher agrees to the sole jurisdiction of the supreme court of Rome, Italy with respect to any conflict that may arise during or after this agreement.
10.2 Any information or noticed written and delivered to GamePix S.r.l via facsimile, Electronic mail, or through the GamePix S.r.l postal address will be considered to have been received on the date on which it has been transmitted.
10.3 None of the terms and conditions in this agreement will be considered excused in the case of breach, unless such excuse has been confirmed in writing and signed by both sides of the agreement.
10.4 In the case that any of the sections of this agreement is deemed enforceable or in conflict with the court’s jurisdiction, the remainder of the agreement will remain valid and applicable and will continue to be forced.
10.5 This agreement will remain in the benefit of and be binding upon the respective successors and assigns of both GamePix S.r.l and the Publisher.
10.6 This agreement is to be considered as the entire agreement between GamePix S.r.l and the Publisher in spite of any previous negotiations, representations, or agreements communicated orally or written.
10.7 GamePix S.r.l may assign this agreement without the prior consent of the Publisher, and the Publisher may not assign this agreement unless permitted with a written consent from GamePix S.r.l
10.8 In the future, GamePix S.r.l may amend or supplement, or change this agreement or any of GamePix S.r.l’s Policies, in notice to the publisher of no less than five (5) business day before to the publisher.
10.9 This Agreement sets forth the entire agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter hereof. Only a writing signed by both parties may change this.

GamePix S.r.l
Via Belluno, 1
00161 Roma
VAT IT12327731001