The terms and conditions of this Agreement govern your access to and use of the services provided by Nuffnang (Thailand) Co. Ltd. of 140 One Pacific Place, 18th Floor, Room 1811, Sukhumvit Road, Klongtoey, Klongtoey, Bangkok 10110 (“Nuffnang” or “We” or “Our” or “Us”), an entity of Thailand, either itself or through its subsidiaries or licensees, via various electronic platforms such as its website namely www.nuffnang.com (“Program”).

BY PARTICIPATING IN THE PROGRAM AND BECOMING A MEMBER OF OUR NETWORK OF PUBLISHERS (a “Publisher), YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SERVICE THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.

 

“You” or “Publisher” means any entity identified in an enrolment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

Due to Our continuous expansion of Our business, We will need to change Our terms and conditions herein from time to time. If the alterations constitute a material change to Our terms and conditions, We will notify You by posting an announcement on Our site. What constitutes a “material change” will be determined at Our sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the services by You following such notification constitutes Your acceptance of the terms and conditions of the terms and conditions as modified.

1. Participation in Nuffnang’s Blog Ad Network. Participation in the Program is subject to Nuffnang’s prior approval and under the condition that You continually adhere to the Terms and conditions herein.You shall provide Nuffnang with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the terms and condition of this Agreement, which may result in immediate termination of Your account. You may not:
   1. select or use as an account a name of another person with the intent to impersonate that person;
   2. use as an account a name subject to any rights of a person other than You without appropriate authorisation; or
   3. use as an account a name that is otherwise offensive, vulgar or obscene.

   We reserve the right to refuse registration of, or cancel an account in its discretion. You shall be responsible for maintaining the confidentiality of Your password.

   Nuffnang reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Nuffnang may serve third party and/or Nuffnang provided advertisements (“Ads”). Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorised in writing by Nuffnang (including by electronic mail).

   You must be at least 18 years of age, or of legal age as specified by the laws of Thailand from time to time, in order to use the Program. Nuffnang shall disclaim responsibility for its contractual obligation made with a minor. Any agreement entered into by a minor shall be deemed to be entered into by the said minor’s legal guardian and shall be binding on the legal guardian, including but not limited to all financial charges and legal liability that the minor may incur as a result of entering into this agreement.

2. Communications Solely With Nuffnang. Any communication regarding any Ad(s) or link(s) displayed in connection with Your website(s) which is registered with the Program (“Your Site(s)”) shall be directed to Nuffnang and NOT to any other advertiser.
3. Representations and Warranties. By signing up with Nuffnang, You represent and warrant the following:-
   • All information provided by You to Nuffnang for enrolment in the Program is correct and accurate;
   • You are the owner of each Site or that You are legally authorised to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program;
   • You have all necessary rights, powers, and authorities to enter into this Agreement and to perform the acts required of You in accordance with the Agreement; and
   • You further represent and warrant that each Site and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related, racists or otherwise violent in content.
4. Responsibilities of Parties’. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of Nuffnang’s specifications, and adherence to the terms of this Agreement.In any case, Nuffnang reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of any software application to access advertisements or any engagement in any activity prohibited by this Agreement. Nuffnang is not responsible for anything related to Your Site(s), including without the transmission of data between Your Site(s) and Nuffnang. In addition, Nuffnang shall not be obligated to provide notice to You in the event that any Ad is not being displayed properly to end users of the Site(s).

   Nuffnang may, from time to time, suggest postings for You to post on Your Site(s). In this regard, Nuffnang is not responsible for such suggested postings and by posting such suggested postings, You are solely responsible for such postings and You release Nuffnang from all claims, demands and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such postings.

5. Implementation and Operation of Ads. You agree to comply with all conditions provided by Nuffnang from time to time to enable proper delivery, display, tracking, and reporting of Ads and including but not limited to not modifying the JavaScript or other programming provided to You by Nuffnang in any way, unless expressly authorised in writing by Nuffnang (including by electronic mail). All content and Site-based Ads shall be grouped by Nuffnang and displayed with links (where applicable) to end users of the Site(s) as ad units (such groups of Ads and/or Links collectively referred to as “Ad Units”) in standard formats as offered generally by Nuffnang from time to time.You may select a format approved by Nuffnang for the display of Ad Units in connection with the Site(s), but You acknowledge and agree that Ads and/or links: (i) shall only be displayed in connection with the Site(s), each of which may be subject to review and approval by Nuffnang in its discretion at any time; and (ii) shall be subject to the placement guidelines set forth herein. In addition, You agree that while You may display more than one (1) Ad Unit on each Site Web page, You shall not display any Ad Unit on a page that contains Ads associated with another Nuffnang customer (e.g., Your Web hosting company), unless authorised to do so by Nuffnang

   Nuffnang strongly encOurages You to include a disclaimer that differentiates Your online postings from Your normal online postings updates.

   You are prohibited from attempting to obtain remuneration by unfair methods or inadmissible means. Procuring transactions themselves or through a third party to obtain commission is considered fraud. Pretending or faking transactions, e.g. by providing false data, non-existing data or third party data without authorization when ordering goods or registering online, is strictly forbidden.

   Also, it is prohibited to fraudulently pretend or fake activity on Your Site(s), in an automated, unreasonable or any other way, at an unusually high rate of messages and with the bare intention to maximize the number of delivered Advertisements. Furthermore, a website which merely reproduces other sources, e.g. by aggregating one or more RSS feeds, does not qualify for participation in the Program. Any form of misuse will lead to immediate blocking of Your account. Within fOur weeks, the Publisher may raise an objection in written form (e-mail, letter, fax) in order to explain the incident and provide evidence that Your behaviour has not been in accordance with this Agreement. If You are not able to refute the allegation, the termination of Your account will be issued. In such a case, the Publisher will not be entitled to any remuneration. Any damage caused by Your violation of this Agreement may result in further legal actions.

6. Abuse of Services. You shall not and shall not authorise, procure or encOurage any third party to:-
   • Edit, modify, filter or change the order of the information contained in any Ad or remove, obscure or minimize any Ad;
   • Redirect an end user away from any advertiser’s page; provide a version of the advertiser’s page different from the page an end user would access by going directly to the advertiser’s page;
   • Frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad;
   • Intersperse any content between the Ad and the advertiser’s page; or otherwise provide anything other than a direct link from an Ad to an advertiser’s page;
   • Display any Ad(s), on any error page, on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content;
   • Directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement;
   • Directly or indirectly generate impressions, page views, unique visits of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and the use of robots; and
   • Act in any way which violates any policies posted on the Nuffnang’s website, as may be revised from time to time, or any other agreement between You and Nuffnang, or engage in any action or practice that reflects poorly on Nuffnang or otherwise disparages or devalues Nuffnang’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
7. Termination or Cancellation of Account. If there are no Nuffnang provided advertisements being run on Your blog, You may stop displaying Ads with or without cause at any time by removing the Nuffnang JavaScript from Your Sites(s) but not before notifying us by e-mail 48 hOurs in advance. You may terminate this Agreement with or without cause at any time by sending written notice of Your desire to cancel Your participation in the Program to Nuffnang. This Agreement will be deemed terminated within ten (10) business days of Nuffnang’s receipt of Your notice.Nuffnang may investigate any activity that may violate this Agreement. Nuffnang may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason including inactivity of Your account for more than six (6) months.
8. Confidentiality. You will not disclose or use Nuffnang’s Confidential Information. “Confidential Information” means any information disclosed or made available to You by Nuffnang, directly or indirectly, whether in writing, orally or visually, other than information that: (a) is or becomes publicly known and generally available other than through Your action or inaction or (b) was already in Your possession (as documented by written records) without confidentiality restrictions before You received it from Nuffnang.Confidential Information includes but is not limited to all information contained within Nuffnang reporting systems, the Ad Code, these Terms, the Policies, and other performance metrics and any other technical or programming information Nuffnang discloses or makes available to You. You may however disclose the unique visits, page views, referrals and keywords of Your Site as tracked by Nuffnang and gross payments to You pursuant to the Program.
9. No Guarantee. Nuffnang makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks or the amount of any payment to be made to You under this Agreement.
10. No Warranty. Nuffnang and their licensors are not responsible for any content provided hereunder or for any site that can be linked to or from the ads. To the extent allowed by law, Nuffnang and their licensors make no warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, and noninfringement. Nuffnang makes no warranty and no representation about the results You will obtain through the Program, including but not limited to any representation regarding the amount of money You will earn through the Program. This warranty disclaimer shall apply to the maximum extent permitted by law.
11. Limitations of Liability. You expressly agree to the following limit of liability. Nuffnang will not be liable for any lost profits, loss of data, costs of procurement of substitute goods or services, or for any other indirect, special, incidental, punitive or consequential damages arising out of or in connection with this agreement, however caused, and under whatever cause of action or theory of liability brought, even if Nuffnang has been advised of the possiblity of such damages.Nuffnang will not be liable for direct damages in excess of any amount that Nuffnang has already paid You during the 6 months prior to the time that the cause of action arose. If You are dissatisfied with any aspect of the Program, or with any of these terms of use, Your sole and exclusive remedy is to discontinue Your participation in the Program. This limitation of liability shall apply to the maximum extent permitted by law.
12. Payment. You shall receive a payment related to the number of unique visits on Your blog and valid impressions of Ads displayed in connection with Your Site(s), in each case as determined by Nuffnang for its participants in the Program. You agree to notify Nuffnang of any disputed or missing payment within thirty (30) days of the date that payment is or should have been received. You understand You will have waived the right to dispute the accuracy or receipt of payment after the thirty (30) days of the date that payment is or should have been received.Subject to the clause herein, in the event the Agreement is terminated, Nuffnang shall pay Your earned balance to You within approximately sixty (60) days after the end of the calendar month in which the Agreement is terminated by You (following Nuffnang’s receipt of Your written request, including by email, to terminate the Agreement) or by Nuffnang. In the event where the Account and Agreement termination is initiated by Nuffnang due to the Program Regulations or Terms and Conditions not being adhered to, the Publisher acknowledges Nuffnang’s right to make a payment to the Publisher based on the items as suggested in the Program Regulations. In no event, however, shall Nuffnang make payments for any earned balance less than THB 500 and in the event of termination of this Agreement by any parties, such earnings shall be forfeited and Nuffnang shall be entitled to utilise such earnings as administrative cost in the termination this Agreement and Your account. Notwithstanding the above, Nuffnang shall not be liable for any payment based on:
    • a) any amounts which result from unique visits generated by any person, bot, automated program or similar device, including  but without limitation through any visits solicited by payment of money, false representation, or request for end users to artificially increase unique visits as reasonably determined by Nuffnang;
    • b) Ads delivered to end users whose browsers have JavaScript disabled; and
    • c) Nuffnang advertisements for its own products and/or services.

    Nuffnang reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement, terms and conditions or policies by You, pending Nuffnang’s reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to Nuffnang.

    In addition, if You are past due on any payment to Nuffnang in connection with any Nuffnang program, Nuffnang reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Nuffnang. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.

    You are also responsible for maintaining accurate data including payment that is due to You or paid to You. However, in the event that such record does not correspond with Nuffnang’s records, the latter shall prevail.

    You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. Nuffnang may change its pricing and/or payment structure at any time.

    If You dispute any payment made under the Program, You must notify Nuffnang in writing within thirty (30) days of any such payment; failure to so notify Nuffnang shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Nuffnang. No other measurements or statistics of any kind shall be accepted by Nuffnang or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorised in writing by Nuffnang (including by electronic mail).

    Payment is made via cheque to Your mailing address as registered by You during Your registration. The cheque can only be sent to an address within the country of the Nuffnang services You registered with.

    You are also responsible for maintaining accurate data including payment that is due to You or paid to You. However, in the event that such record does not correspond with Our records, the latter shall prevail.

13. Publicity. You agree that Nuffnang may use Your personal details, images from Your website and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If You wish to use Nuffnang’s trade names, trademarks, logos, domain names, and any other Nuffnang Brand Characteristics (“Brand Characteristics”), You may do so, so long as such use is in compliance with this Agreement and You agree not to:
    • Display the Nuffnang Brand Characteristics as the most prominent element on Your web page;
    • Display the Nuffnang Brand Characteristics in any manner that implies a relationship, affiliation or endorsement by Nuffnang that can suggest the editorial content of the web page represents the views or opinions of Nuffnang and its staff;
    • Display the Nuffnang Brand Characteristics on any Web page that contains or displays adult content, promotes gambling, or otherwise violates applicable law;
    • Display Nuffnang Brand Characteristics in a manner that is in Nuffnang’s sole opinion misleading, defamatory, obscene, infringing or otherwise objectionable by Nuffnang; and
    • Remove, distort or change any element of a Nuffnang Brand Characteristic.
    • Do not use Our trade marks in a manner which will dilute their distinctiveness. Do not use any of Our trade marks such as Nuffnang, INNIT, ChurpChurp, Jipaban, as a verb. And don’t pluralise them either. Also do not combine Your name with Our trade marks.
14. Indemnification. You agree to indemnify, defend and hold Nuffnang, its agents, affiliates, shareholders, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.
15. Rights of Nuffnang. You acknowledge that Nuffnang owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Nuffnang’s ad serving technology excluding items licensed to Nuffnang from third parties), and that You will not acquire any rights, titles, or interests in or to the Program except as expressly set forth in this Agreement.You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Nuffnang’s services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.

    You will not remove, obscure, or alter Nuffnang’s copyright notice, Brand Characteristics, or other proprietary rights notices affixed to or contained within any Nuffnang services, software, or documentation. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

16. Rights to Information. When You use Our services, we will collect, store, and use certain information as described in Our Privacy Policy (//www.nuffnang.co.th/privacy-policy). If You do not agree to such provisions, please do not use Our services.
17. Miscellaneous Provisions.
    • These Terms apply only to Nuffnang’s provision of Ads to You. Any other Nuffnang products or services will be governed by the different terms of service applicable to such specific products or services, including any existing contract between You and Nuffnang;
    • Nuffnang reserves the right to refuse to provide services to anyone, for any reason or no reason, in Nuffnang’s sole discretion;
    • This Agreement will be governed by the laws of Malaysia Thailand and parties agree that any dispute or claim between You and Nuffnang or their affiliates and subsidiaries will be adjudicated in the courts in Malaysia Thailand. Any claim against Nuffnang arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party;
    • You agree to file any claim or cause of action against Nuffnang within one (1) year of the date that the claim or cause of action arises;
    • This is the entire agreement between You and Nuffnang with regard to the subject matter covered herein. Any other terms and agreements (whether verbal, written or both) are superseded;
    • A party can only waive rights under this Agreement by executing a written waiver signed by a duly authorised representative. No other action or inaction will constitute a waiver;
    • The parties are independent ontractors. This Agreement does not form any joint venture, partnership,agency or employment relationship;
    • Except for Your indemnity obligations, there are no third party beneficiaries to this Agreement;
    • You may not assign, resell, or delegate this Agreement or any of Your rights or duties under this Agreement, even if You sell or transfer Your Site and/or Your RSS Feed(s). Any attempted assignment, resale or delegation will be void. You agree that any rights to Your account or contents within Your account terminate upon Your death. Upon receipt of a copy of a death certificate, Your account may be terminated and all contents therein permanently deleted;
    • Nuffnang may assign this Agreement or delegate its responsibilities without Your consent. Upon assignment, Nuffnang will have no further obligation or liability under this Agreement;
    • Nuffnang may change any or all aspects of Nuffnang’s products or services, including the Program, at any time and without notice. Nothing in this Agreement will constrain how Nuffnang operates its business.

Dated: 28 June 2013