TERMS OF SERVICE
Last updated on March, 23th 2020
1. Welcome to MadaiMonetize!
Thanks for your interest in our traffic monetization services (the “Services“).
By enrolling in MadaiMonetize, you agree to permit Madai to serve through a link to be published on your site and/or your Social Network channel and/or any other digital mean (the “Properties), the access to your users to surveys provided by third parties survey providers (“Survey Providers”).
By using our Services, you agree to these Terms of Service. Please read these Terms of Service carefully. As used in these Terms of Service, “you” or “publisher” means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). “We,” “us” or “Madai” means Madai US Inc, and the “parties” means you and Madai.
2. Access to the Services; MadaiMonetize Accounts
Your use of the Services is subject to your creation and our approval of an MadaiMonetize Account (an “Account“). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. If you (including those under your direction or control) create multiple Accounts without a specific authorization, you will not be entitled to further payment from Madai, and your Accounts will be subject to termination, pursuant to the provisions below.
3. Using our Services
You may use our Services only as permitted by the MadaiMonetize Terms and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may discontinue your use of any Service at any time by removing the relevant links from your Properties.
4. Changes to our Services; Changes to the MadaiMonetize Terms
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the MadaiMonetize Terms at any time. We’ll post any modifications to the Terms of Service on this page. Changes will generally become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the MadaiMonetize Terms, you’ll have to stop using the affected Services.
Subject to this Section and Section 6 of these Terms of Service, you will receive a payment related to the number of valid surveys completed, as determined by our Survey Partners, in connection with the display of Ads on your Properties, only if and when Madai determines that your Properties have remained in compliance with the MadaiMonetize Terms for the entirety of the period for which payment is made and through to the date that the payment is issued. If your Account is in good standing through to the time when Madai issues you a payment, we will pay you by the end of the third calendar month following any calendar month in which the balance reflected in your Account equals or exceeds a payment threshold of $/€/£ 100. If Madai is investigating your compliance with the MadaiMonetize Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information. Any changes to your contact details and payment information should be promptly communicated to email@example.com . Unless expressly authorized in writing by Madai, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the MadaiMonetize Terms or other financial benefit in relation to the Services. Payments will be calculated solely based on Madai’s accounting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which Madai has been paid; if, for any reason, Madai does not receive payment from a Survey Provider or credits such payment back to a Survey Provider, you are not entitled to be paid for any associated use of the Services.
Madai has the right to withhold or adjust payments to you so as to exclude any amounts Madai has determined arises from invalid activity. Invalid activity includes, but is not limited to, (i) spam, invalid clicks, invalid impressions, or other invalid events generated by any person, bot, automated program or similar device, including through any clicks, impressions, queries, conversions, or other events originating from your IP addresses or computers under your control; (ii) any click, impression, query, conversion, or other event occurring on a Property that does not comply with the MadaiMonetize Policies; (iii) any click, impression, query, conversion, or other event occurring on a Property associated with another MadaiMonetize Account you use; and (iv) all clicks, impressions, queries, conversions, or other events in any Account with significant amounts of invalid activity, as described in (i-iv) above or with the types of invalid activity indicating intentional misconduct. In the event Madai detects invalid activity, either before or after issuing a payment for that activity, Madai reserves the right to debit your Account, and adjust future payments accordingly, for all invalid clicks, impressions, queries, conversions, or other events including for all clicks, impressions, queries, conversions, or other events on Properties that do not comply with the MadaiMonetize Policies. Additionally, Madai may refund or credit Survey Providers for some or all of the payments associated with a publisher’s Account. You acknowledge and agree that, whenever Madai issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Services.
6. Termination, Suspension, and Entitlement to Further Payment
Madai may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with the MadaiMonetize Policies. Madai can also terminate your participation in the Services, and close your Account, if your Account remains inactive for a period of 3 or more consecutive months. If Madai closes your Account due to inactivity, and the balance reflected in your Account equals or exceeds the applicable threshold we will pay you that balance, subject to our payment provisions in Section 5. If Madai closes your Account due to inactivity, you will not be prevented from submitting a new application to use the Services.
If Madai terminates your Account due to your breach of the MadaiMonetize Terms, including, but not limited to, your causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with the MadaiMonetize Policies, you will not be entitled to any further payment from Madai for any prior use of the Services. If you breach the MadaiMonetize Terms or Madai suspends or terminates your Account, you are prohibited from creating a new Account.
If you dispute any payment made or withheld relating to your use of the Services, or, if Madai terminates your Account and you dispute your termination, you must notify Madai within 30 days of any such payment, non-payment, or termination by submitting an appeal at firstname.lastname@example.org. If you do not, any claim related to the disputed payment or your termination is waived.
You may terminate your use of the Services at any time by notifying Madai at email@example.com . Your MadaiMonetize Account will be considered terminated within 10 business days of Madai’s receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to the payment provisions in Section 5, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.
As between you and Madai, Madai is responsible for all taxes (if any) associated with the transactions between Madai and the Survey providers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on Madai’s net income. All payments to you from Madai in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
You authorize Madai to periodically conduct tests that may affect your use of the Services. To ensure the timeliness and validity of test results, you authorize Madai to conduct such tests without notice.
9. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
If Madai provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Madai, in the manner permitted by the Agreement. Other than distributing you links, you may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter Madai’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Madai services, software, or documentation. We grant you a non-exclusive, non-sublicensable license to use Madai’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features“) solely in connection with your use of the Services and in accordance with the MadaiMonetize Terms. We may revoke this license at any time. Any goodwill arising from your use of Madai’s Brand Features will belong to Madai. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose Madai Confidential Information without our prior written consent. “Madai Confidential Information” includes: (a) all Madai software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by Madai that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Madai Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 11, you may accurately disclose the amount of Madai’s gross payments resulting from your use of the Services.
You agree to indemnify and defend Madai, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Madai; your use of the Services; or your breach of any term of the MadaiMonetize Terms. Madai’s Survey Providers are third-party beneficiaries of this indemnity.
13. Representations; Warranties; Disclaimers
You represent and warrant that (i) you have full power and authority to enter into the MadaiMonetize Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iv) Madai has never previously terminated or otherwise disabled an MadaiMonetize Account created by you due to your breach of the MadaiMonetize Terms, including due to invalid activity; (v) entering into or performing under the MadaiMonetize Terms will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Madai is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE MADAIMONETIZE TERMS, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. WE DO NOT GUARANTEE THAT EVERY USERS WILL RECEIVE SURVEY OR THAT MADAI WILL SERVE A CERTAIN/MINIMUM AMOUNT OF SURVEYS. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE MADAIMONETIZE TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE MADAIMONETIZE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE MADAIMONETIZE TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE MADAIMONETIZE TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the MadaiMonetize Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Entire Agreement; Amendments. The MadaiMonetize Terms are our entire agreement relating to your use of the Services and supersede any prior or contemporaneous agreements on that subject. The MadaiMonetize Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the MadaiMonetize Terms, or (ii) as set forth in Section 4, if you keep using the Services after Madai modifies the MadaiMonetize Terms.
Assignment. You may not assign or transfer any of your rights under the MadaiMonetize Terms.
Independent Contractors. The parties are independent contractors and the MadaiMonetize Terms do not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. Other than as set forth in Section 12, the MadaiMonetize Terms do not create any third-party beneficiary rights.
No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the MadaiMonetize Terms will not constitute a waiver.
Severability. If it turns out that a particular term of the MadaiMonetize Terms is not enforceable, the balance of the MadaiMonetize Terms will remain in full force and effect.
Survival. Sections 5, 6, 8, 12, 14, and 15 of these Terms of Service will survive termination.
Governing Law; Venue. All claims arising out of or relating to the MadaiMonetize Terms or the Services will be governed by Utah’s laws.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information.