1. Definitions

All capitalized terms used in the Agreement and any exhibit attached to the Agreement have the meaning set forth below. All definitions shall apply both to their singular or plural forms, as the context may require.

1.1 Ads means advertising content provided by the Magicbid to the Publisher.

1.2 “Advertising,” “Advertisements” means the impression or click based advertisements that promote a brand or service.

1.3 “Publisher” is a corporate body or individual on whose behalf Magicbid purchases advertising and ads Inventory. 

1.4 “Publisher Properties” means internet web sites, mobile web sites, mobile applications, games and web portals.

1.5 “Revenue” shall be defined as any and all revenue amount accrued by MagicBid in connection with Advertising  and Ads that relates to the Publisher’s Network.

1.6 “Net Revenue” shall be defined as all  revenue after deduction in terms of this Agreement.

1.7 “Agreement” means this Business Agreement and any exhibits and schedules attached hereto, as the same may be amended, supplemented or modified in accordance with the terms hereof.

1.8 “Confidential Information” shall have the meaning set forth in Clause 17.1.

1.9 “Initial Term ” means the term of this Agreement, as set forth in 12.1.

1.10 “Entity” means a Party and its officers, directors, parent, affiliated companies, information, Publisher, licensors, licensees, employees, agents, attorneys, consultants, contractors, network members or third-party service Publisher or their respective officers, directors, employees, affiliated companies or agents.

1.11 “Renewal Term” shall have the meaning set forth in Clause 12.1.

1.12 “Network” or “Networks” means the designated web sites and the internet web sites, mobile web sites, applications, games, web portals owned and/or operated by a Publisher.

2. Purpose of the Agreement.

  2.1 For the purposes of this Agreement, MagicBid shall provide Publisher with advisory and technical assistance to build, monetize grow the Publisher’s business through Publisher’s Network (“Purpose”).

  2.2 In order to fulfill the purpose, the Publisher’s shall grant MagicBid the following rights.

      2.2.1 The right to access, manage and optimize Ad revenue for the Publisher’s network.

      2.2.2 The right to partner with Advertisers, DSPs and Ad Networks for the Publisher’s network.

      2.2.3 The right to publish contents/Advertisements on Publisher’s network.

3. Restrictions.

   3.1 Restrictions on Publisher’s Content:

      3.1.1 Publisher’s will not post any material in Networks that may be considered as:

      3.1.1.1 Defamatory, pornographic, obscene, under any applicable law or in any jurisdiction in which a user resides.

      3.1.1.2 That is infringement of any person’s intellectual property rights (including copyright, patent, trademark, trade secret or other proprietary rights);

      3.1.1.3 Contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

4. Operations

    4.1 Publishers shall not make any changes to the Network or its Ad Asset that may be considered as a violation  as per Google  Policies or Google AdMob policies. The Publisher is required to obtain approval of MagicBid before implementing any change to the Network or its Ad Asset. The Magicbid will not be responsible for change in revenue due to change in Network or Ad Asset by the Publisher.

5. Reporting.

    5.1 MagicBid shall provide detailed records related to revenue generated through a dashboard or an excel sheet via emails to the designated email id provided by Publisher. The Report will be provided within 10 days of the Business Cycle. The Report will have a summary of content area, impression, spend/cost and other variables.

6. Revenue Sharing:

    6.1 The Publisher  and Magicbid shall share the monthly revenue. The Monthly revenue shall be regulated and collected by the Magic Bid as a result of the Services to be provided by Magicbid to the Publisher, in the revenue share model. 

    6.2 Revenue for the Business period will be made as per MagicBid accounting policy and MagicBid will filtered out the below mention things from the revenue:

         6.2.1 Invalid queries, impressions, conversions, or clicks, and

         6.2.2 Publisher shall pay any taxes, transmission charger, customs duties or similar taxes that may be assessed by jurisdiction where the  payment under this agreement, 

     6.3 All payments mentioned herein are in the denomination of United States Dollar.

7. Payment

    7.1 The Payment between MagicBid and Publisher shall be done within 45 days from the date of Report generation for a previous calendar month. 

8. Refund Eligible Deliverables

     8.1 MagicBid will deduct fees associated with ad clicks and impressions or similar billing events that are determined by Google’s system to be fraudulent, suspect in quality, or unusable according to Google’s advertising standards (“RefundEligible Deliverables’ ‘). Google’s system will be the sole system of record for determining any such Refund-Eligible Deliverables. If Google detects Refund-Eligible Deliverables after it has already paid Publisher by the Magicbid, MagicBid will deduct the applicable RefundEligible Deliverables from a future payment of the Publisher or it may ask for refund of the amount from the Publisher. The Publisher hereby undertakes to refund the money of the RefundEligible Deliverables to Magibid within 7 days of raising the refund process. The determination and decision of MagicBid regarding Refund-Eligible Deliverables are final, binding on the publisher.

9. Term and Termination.

      9.1 Unless earlier terminated, this Agreement shall commence on the Effective Date and shall continue for a period of one (I) year (“Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either party provides written notice of its intention to terminate the Agreement no later than sixty (60) days prior to the expiration of the Initial Term or then-current Renewal Term.

      9.2 A party may terminate this Agreement (i) at any time for convenience upon thirty (30) days’ prior notice to the other party; or (ii) immediately on notice to the other party that it is in material breach of this Agreement with respect to such Services; provided that if the breach is capable of cure, the breaching party will have thirty (30) days from the notice date to cure the breach to the non-breaching party’s reasonable satisfaction.

    9.3 Magicbid may terminate this Agreement immediately if content that is illegal or promotes illegal activities is displayed on any Publisher Property available through the Services.

10. Upon termination, 

      10.1 all rights granted in this Agreement shall terminate automatically.

      10.2 Each Party will immediately cease using or displaying the intellectual property of the other Party described herein and

      10.3 Each Party shall return or destroy all Confidential Information relating to the other Party then in its possession.

11. Google Tech Cost.

      11.1 The Publisher acknowledges and agrees that MagicBid will charge the Publisher for the Google Tech services for providing the services. The charges for these services will be billed. This rate reflects the costs incurred by MagicBid from Google for providing these services to the Publisher.

12. Representations and Warranties.

       12.1 Publisher. Publisher represents and warrants to Magicbid as 

             12.1.1 all information provided to Magicbid under this Agreement will be truthful and accurate.

             12.1.2 It has all necessary rights and authority to enter into this Agreement and to perform its obligations. 

             12.1.3 This Agreement does not get violated by any other agreement existing between Publisher and any other third party.

             12.1.4 As of the Effective Date, there is no pending legal proceeding against the Publisher or any of its related entities.

             12.1.5 The Publisher has not infringed upon or misappropriated or otherwise violated any intellectual property right of any third party.

             12.1.6 Publisher will comply with all applicable Laws, rules and regulations of all applicable jurisdictions.

           12.1.7 Publisher has obtained, and will at all times throughout the Term (and for such additional time as may be specified in this Agreement or required by law) continue to maintain all necessary permits, licenses that are required for the operations of the business.

             12.1.8 Publisherl conform to and operate in accordance with the specifications set forth herein this agreement.

             12.1.9 Publisher will follow World Wide Web Consortium’s Web Content Accessibility Guidelines, as updated or amended, or its successor.

             12.1.10 Publisher has all rights necessary for MagicBid to access and use the Services and Deliverables as set forth in this Agreement and such access and use does not and will not infringe or misappropriate any intellectual property rights of any third party.

             12.1.11 Publisher confirm that its computer does not contain any instructions or virus whose purpose and result is to disrupt, damage or interfere with MagicBid’s systems.

13. Proprietary Rights.

     13.1 MagicBid shall own MagicBid’s right, title and interest in and to MagicBid’s System. Publisher shall own all right, title and interest in and to Publisher’s Network, techniques and tools including all rights in the above referred platforms. 

14. Privacy; Prohibited Acts.

    14.1 Publisher  will use the Services under this Agreement in compliance with all applicable laws, rules, regulations and sanctions programs, including without limitation applicable Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative, the Interactive Advertising Bureau and the Digital Advertising Alliance).

    14.2 Publisher will provided clear and comprehensive Privacy Policy having information about, and consent to, the storing and accessing of cookies or other information on there device where such activity occurs in connection with the Services and where providing such information and obtaining such consent is required by law. Company will include clear and conspicuous notices consistent with Applicable Privacy Requirements on its websites, mobile and tablet applications that (a) disclose (and, where legally required, obtain consent to) its practices with regard to identifiers, targeting and online behavioral advertising, specifically addressing its data collection, use and disclosure practices (including the fact that by visiting a party’s website or mobile application, third parties may collect or place identifiers on Visitor browsers or mobile applications; for this purpose, the types of data that may be collected for targeted advertising; the use of non-cookie technologies, such as statistical IDs, eTags and web cache; the use of cross-device technologies; and the fact that data collected may be used by third parties to target advertising on other sites.

    14.3- Notwithstanding anything herein contained in this agreement, the Publisher shall have no right to request, access, or obtain information on Refund-Eligible Deliverables. If any dispute is related to Refund-Eligible Deliverables, the decisions of Magic Bid or  Google Ireland Limited will be final. All communication with Google Ireland Limited will be exclusively by MagicBid. The Publisher shall not communicate directly or indirectly with Google Ireland Limited.

15. Indemnity.

     15.1 Each party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party and its officers, directors, employees and agents (each, an “Indemnified Party”) from all third-party claims or liabilities arising out of or related to the Indemnifying Party’s (i) breach or alleged breach of this Agreement, (ii) infringement of a third party’s intellectual property rights. The Indemnified Party must (i) promptly notify the Indemnifying Party in writing of the third-party claims (provided that failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations, except to the extent it has been damaged by the failure); (ii) reasonably cooperate with the Indemnifying Party in the defense of the matter and (iii) give the Indemnifying Party primary control of the defense of the matter and negotiations for its settlement. The Indemnified Party may at its expense join in the defense with counsel of its choice. The Indemnifying Party may enter into a settlement only if it (A) involves only the payment of money damages by the Indemnifying Party and (B) includes a complete release of the Indemnified Party; any other settlement will be subject to written consent of the Indemnified Party (not to be unreasonably withheld or delayed).

16. Disclaimers.

   16.1 Except as expressly set forth herein, neither MagicBid nor any MagicBid Affiliate makes any Warranty or Representation whatsoever regarding MagicBid services to be provided hereunder and actions in connection with this Agreement. Some jurisdictions do not allow the exclusion of Implied Warranties, so the above exclusion may not apply to Publishers. This Limited Warranty, if any, gives Publisher specific legal rights, and Publisher may also have other rights, which vary from jurisdiction to jurisdiction.

17. Confidentiality.

     17.1 “Confidential Information” means information disclosed by (or on behalf of) one party (or an Affiliate) to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances in which it is presented. The terms of this Agreement will be treated strictly confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.

     17.2 The terms of this Agreement will be treated strictly confidential by the Parties hereto except as required in performance of this Agreement or when required to be disclosed pursuant to law. Both Parties shall safeguard, treat and keep confidential all confidential information.

     17.3 Neither Party shall not disclose, divulge or impart such Confidential Information to any third party, either during the validity of this Agreement or any time thereafter and shall return to the other Party all such Confidential Information immediately upon the termination of this Agreement.

     17.4 Confidentiality. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfill obligations under this Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the disclosure reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure (if permitted by law).

18. Effective Date

     18.1 This Agreement shall be effective on the date (the “Effective Date”) on which the Parties shall have signed the agreement.

19. Governing Laws and Dispute Resolution.

     19.1 This Agreement shall be governed by the Laws of Dubai.

    19.2 Any dispute arising between the parties under this agreement shall be resolved through mutual discussions of the Authorized representative of the Parties within 60 days failing which the Dispute shall be resolved through Arbitration as per the provision of Arbitration and Conciliation Act, 1996 as amended from time to time of India, The Arbitration shall be conducted by a sole Arbitrator who shall be appointed by Publisher. The Place of Arbitration shall be at New Delhi. The language of Arbitration proceedings shall be in English and the award of Arbitrator shall be final and binding upon the parties.

     19.3 During the conduct of arbitration proceedings, the Parties shall bear the cost of the proceedings. Eventually, all costs and expenses of the arbitration shall be borne by such Party in the manner awarded by the arbitration panel.

     19.4 Subject to the foregoing the courts at New Delhi shall have exclusive jurisdiction to decide upon any matter arising between the Parties under this Agreement.

20. Force Majeure. 

    20.1 Neither party will be liable for inadequate performance to the extent caused by a condition natural disaster, act of god or war or terrorism, riot, labor condition, government restriction, Internet Ban, Internet disturbance, Covid Ban and Ban due to pandemic of disease) that was beyond the party’s reasonable control. Provided that the party subject to such events shall take necessary steps to mitigate the effect of such events.

21. Independent Contractor.

    21.1 Publisher and MagicBid expressly agree that they are independent contractors and do not intend for this   agreement to be interpreted as an employment, agency, joint venture or partnership relationship between Publisher and MagicBid.

22. Amendment of Agreement.

     22.1 Amendment or supplements to this Agreement shall be agreed in writing and come into effect after being signed by respective authorized representatives of all the Parties.

23. Waiver.

     23.1 No waiver of any provision of this Agreement shall be effective, except pursuant to a written instrument signed by the Party giving the waiver.

24. Counterpart.

     24.1 This Agreement is made in two counterparts, each Party shall keep one counterpart, and each counterpart has the same legal effect. This Agreement shall be effective after it shall be signed by respective authorized representatives of the Parties. Acceptance of this agreement by signing and sending the scanned copy over e- mail shall be construed as if signed in original and shall have binding effect.

     24.2 In case of change of the Publisher’s name, Bank Account Details, Address etc., such Party shall send a notice to the other party.

25. Notice.

    25.1 All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing in the English Language and shall be deemed to have been duly given if (a) upon delivery if delivered personally, (b) 14 days after the date sent if mailed, sent by registered mail with postage prepaid, (c) 3 days after being sent if sent by next day or overnight mail/courier or delivery or (d) when transmitted if sent by telecopy/fax, or by certified mail, and in each instance will be deemed given upon receipt. All notices will be sent to the respective addresses. 

26. Entirety of agreement.

    26.1 This Agreement and all exhibits and schedules attached hereto, if any, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all (a) prior written agreements and understandings.