Publisher ToS

THE PARTIES ARE:

Tecophone LTD

with a registered office at 20 Ionos Street, 4th floor, Office 401, Egkomi, Nicosia, Cyprus

Incorporated under the laws of Cyprus registered in the entrepreneurs register under the number: HE249690

Tecophone LTD EU VAT ID: CY10249690F
Tecophone LTD TAX ID: 12249690H
further referred to as: “Tecophone”

AND

Publisher

The owner of internet traffic made available to Tecophone via bidmag.net platform (further referred to as “you,” “your,” or “Publisher,”)

These Publisher Terms of Service (the “Terms and Conditions” or “Agreement“) govern your participation in and/or use of certain services or features of bidmag.net (further referred to as: BidMagnet), a website owned and operated by Tecophone. By participating in or using the services or features of BidMagnet, you are agreeing to be bound by these terms of service (“Terms of Service”).

“You” or “Publisher” means the entity identified in this enrollment form, and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement.

By enrolling as a Publisher, you agree to be bound by this Agreement. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Services will be subject to and will abide by this Agreement.

These Terms and Conditions may change from time to time and it is your responsibility to review these Terms and Conditions regularly for changes. By using BidMagnet’s Services (as defined herein) you agree to be bound by the then-current version of these Terms and Conditions.

The integral part of these Terms and Conditions is Tecophone Data Protection Agreement and End User Privacy Policy. Our privacy policy regarding processing of your personal data is available at https://bidmag.net/privacy-policy/ [“Website Privacy Policy“) and is incorporated by reference into this Agreement, and is a part of these Terms and Conditions.

2. DEFINITIONS

Definitions. As used herein, the following capitalized terms shall have the meanings provided as follows:

a) “Internet traffic”are visitors to Publisher’s “traffic sources”.

b) “Traffic sources”include, but are not limited to, websites, domains, toolbars, browser extensions, etc.

c) “End User”means a bona fide living human Internet user. An “End User” excludes any person or any mechanical, artificial or fraudulent means (such as a so-called robot, spider, software or scraper) lacking an intention to purchase, sign up or otherwise act upon a product or service of the marketer contained on Advertiser Page.

d) “Advertiser Page” means an html page or a framed html page where BidMagnet will redirect End Users generated by Publisher’s traffic sources.

e) “Publisher’s Account” means an online account created by the Publisher BidMagnet for tracking statistics.

f) “Net Revenue” means Revenue adjusted for any bad debt, net credits or returns from previous payment periods, less any amount Tecophone determines, in its sole discretion, was the result of improper use of BidMagnet’s services and as such revenue is otherwise calculated or adjusted by Tecophone to take into account (i) any exclusions set forth in these Terms of Service, (ii) the results of Tecophone’s traffic quality scoring process and (iii) any other adjustments made by Tecophone in its sole discretion. Tecophone may exclude from Net Revenue monies from traffic that originates from countries where traffic is, in the sole discretion of Tecophone, suspect or difficult to track in the normal course of business or is determined to be invalid on a consistent and regular basis by Tecophone or its Advertiser.

g) “Revenue” means estimated gross revenue to be received by the Publisher for a particular calendar month as a direct result of End Users redirected to Advertiser’s pages by BidMagnet as reported in BidMagnet’s Publisher account as of the end of such calendar month.

3. BIDMAGNET’S SERVICES

3.1 Services. BidMagnet provides internet traffic monetization services (“Service”). Publisher shall supply BidMagnet with internet traffic. BidMagnet shall auction of the received traffic amongst it’s network of Advertisers, thereby allowing the Publisher to generate a portion of the revenue generated from Advertisements on pay per visitor basis.

3.2. Account Access. When Publisher uses the services provided by BidMagnet, Publisher will be required to create an account with BidMagnet to use its web-based interface. Tecophone reserves the right to verify the Publishers’ personal data. Registration with BidMagnet is not transferable

Publisher shall provide true, accurate and current information and shall maintain all account information, ensuring it is true, accurate and up-to-date. Additionally, each Publisher must have a Paypal, WebMoney, E-payments or bank account.

When an individual, Publisher represents and warrants that: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. Publisher is not a consumer).

When a person signing up to BidMagnet acts on behalf of their employer or an entity, this person represents and warrants he/she has a full legal authority to bind their employer or such other entity to these Terms and Conditions.

Publisher shall not permit any third party to use or gain access to BidMagnet and shall use reasonable security measures to protect against unauthorized usage and/or access. Publisher is responsible for selecting and continuously managing his/ her password and security settings to protect Publisher’s account and Publisher’s account settings (including Publisher’s contact and payment information) from unauthorized changes. Publisher is entirely responsible for maintaining the confidentiality and secrecy of Publisher’s password and account security settings, as well as Publisher’s other information. All consequences of Publisher’s voluntary disclosure of password and account information, as well as all activities that occur in Publisher’s account are Publisher’s responsibility. Publisher agrees to notify Tecophone immediately of any unauthorized use of Publisher’s account or any other breach of security.

Publisher agrees that it shall be responsible for all activity that arises from Publisher’s account, whether initiated by Publisher or others on Publisher’s behalf and Tecophone shall be entitled to rely on any requests which have been initiated from Publisher’s account. Tecophone disclaims any liability for any activity in Publisher’s account, whether initiated or authorized by Publisher or not. Publisher is solely responsible for use of BidMagnet by their employees or any unauthorized person.

Every new account created in the BidMagnet system is manually approved or denied by one of BidMagnet’s agents. The Publisher acknowledges and agrees that all their traffic sources participating in BidMagnet will be subject to review by Tecophone’s employees. Tecophone reserves the right to accept or reject Publisher’s traffic sources at any time based solely on Tecophone judgment on compliance with the Terms of Service.

Publisher shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to BidMagnet or Tecophone’s website.

Publisher shall not obtain or attempt to obtain: (A) any information from BidMagnet, including without limitation: email addresses or phone numbers of other account holders or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by BidMagnet, Tecophone’s website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble BidMagnet or Tecophone’s website or servers.

4. PAYMENT

4.1 Payment. Unless agreed to otherwise, the amount to be paid by BidMagnet to the Publisher shall be determined by BidMagnet (any chargebacks, poor quality traffic or fraudulent transaction will be adjusted to the Publisher payout within 60 day of the billing period) and indicated in the Publisher account. All payments shall be made 30 days following the last day of each calendar month. In order to be eligible for payment Customer is required to make use of Tecophone Auto invoice system or provide an invoice prior to processing the payment.

4.2. Payment Currency All payments will be made in United States Dollars (USD).

4.3 Reporting. In all cases the reports (underlying the calculation of revenue, including but not limited to statistics on: visits, impressions, sold visits, clicks, conversions) generated by BidMagnet will be relied upon as the basis for any invoicing and subsequent payment. Payments will not be made for visits deemed invalid by BidMagnet’s internal filtering system. The statistics are fully available to the Publisher via BidMagnet’s Publisher account, or BidMagnet’s API.

Invalid visits may include visits (i) generated by automated crawlers, robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service offering; (ii) multiple visits on the same redirect URL; (iii) that BidMagnet receives and rejects for a valid business purpose; (iv) or visits containing mismatches to the original XML feed call, which prompted a bid response from BidMagnet.

4.4 Payment Disputes. Publisher understands and agrees to address any questions Publisher may have with any payment of commissions under these provisions to Tecophone within thirty (30) days of the date of such payment, in writing or by e-mail to pub@bidmag.net. Failure to notify Tecophone within such period will constitute an acceptance of, and agreement with, the applicable payment. Notwithstanding, in an event that discrepancies between Publisher and BidMagnet statistics exceed 10%, the Publisher and BidMagnet agree to work together in good faith with the aim of reducing the discrepancies to below the 10% threshold.

4.5 Payment Minimums. The minimum payment amount is $100 USD (to be paid out with Paypal) and $1000 USD – to be paid with wire transfer. All payments to Publisher will be withheld until such an amount is accumulated in Publisher’s account. Paypal and wire transfers are performed in the amount of payout. Wire transfers are performed in “shared fees” option.

4.6 Taxes and Withholding. Publisher understands and agrees that taxes with respect to commissions or any other payments made to Tecophone hereunder will not be withheld or paid directly or indirectly by Tecophone unless Tecophone determines in its sole discretion that Tecophone or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify Publisher of such withholding. Publisher understands and agrees that it is Publisher’s responsibility to pay all applicable local, state, federal, and/or foreign taxes (if applicable) on commissions and other expenses to Tecophone pursuant to these Terms of Service.

5. RESTRICTIONS AND RIGHTS

All of the following terms and conditions must be adhered to and are legally binding, immediately upon acceptance of these Terms of Service.

5.1 Duration The Agreement for participation in BidMagnet is concluded for an indefinite period of time. The parties can terminate the agreement at any time in writing, by providing the other party with a 48-hours advance notice.

5.2 Termination of Agreement Tecophone reserves the right to terminate Publisher’s participation in BidMagnet in its absolute and sole discretion at any time.

Tecophone may suspend or terminate Publisher’s access to BidMagnet at any time, without advance notice, for any reason that Tecophone finds valid in its sole discretion until cured, including but not limited to: (A) Publisher is in any way in breach of the Terms and Conditions; (B) Publisher, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations. Regardless of the circumstances, such termination by Tecophone shall not give rise to liability.

5.3 Restrictions on Traffic Sources Publisher is prohibited to send to BidMagnet traffic originating from sites containing illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Cyprus, European Union and/or United States of America.

The Publisher may not send traffic to BidMagnet that has been generated by offering incentives in any form (“incentivized traffic”) or traffic that has been generated via any illegal method, including but not limited to: zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, DNS hacking, spoofing or pharming.

Publisher shall not use BidMagnet in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias) (D) violates any applicable law, ordinance, rule, regulation or treaty.

Tecophone reserves the right to control and verify compliance with these restrictions and limitations. Publisher shall be responsible for all damages incurred by Tecophone arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by Tecophone’s business partners.

BidMagnet reserves the right at its own discretion to chargeback, block and ban any traffic that it deems harmful to its continued operation.

6. GENERAL TERMS

6.1 Representations & Warranties

Tecophone represents and warrants that it has full power and authority to enter into these Terms of Service. Publisher represents and warrants that it has full power and authority to agree to these Terms of Service.

BidMagnet, Tecophone AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, PUBLISHERS AND AGENTS (COLLECTIVELY THE “BidMagnet PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING PUBLISHERS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF BidMagnet PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BidMagnet PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF BidMagnet, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH BidMagnet, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF BidMagnet. BidMagnet IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SITE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE BidMagnet, EVEN IF Tecophone HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF BidMagnet PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO PUBLISHER.

6.2 Intellectual Property As between Tecophone and Publisher, Tecophone (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to BidMagnet (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to BidMagnet. For purposes of these Terms of Service, “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. Publisher shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to BidMagnet or Tecophone; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to BidMagnet or Tecophone; (iii) crawl, index or in any non-transitory manner store or cache information obtained from BidMagnet; (iv) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from Tecophone, any aspect of BidMagnet under any timesharing, service bureau or other unauthorized method or access thereto; (v) directly or indirectly access, launch and/or activate BidMagnet through or from any software application or means other than the Publisher Website; or (vi) engage in any action or practice that reflects poorly on BidMagnet, Tecophone or its Traffic Providers, or otherwise disparages or devalues the reputation or goodwill of the same.

All algorithms, methods of computation used by BidMagnet to measure network traffic (in particular Clicks) or used for Proxy Bidding are and shall remain the sole and exclusive property of Tecophone, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. All rights not expressly granted to Publisher herein are reserved to Tecophone.

Publisher’s materials (i.e. websites, domains, ad generating software, toolbars, browser exentions etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

6.3 Confidentiality Publisher agrees to safeguard and, except for the benefit of BidMagnet, not to disclose to anyone outside BidMagnet any proprietary or confidential information acquired from Publisher’s access to BidMagnet. Such information includes, without limitation, principles of operations of BidMagnet, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as Confidential Information).

Publisher shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. Publisher agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Tecophone’s rights therein. Publisher shall use its best efforts to assist Tecophone in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, Publisher shall advise Tecophone immediately in the event Publisher learns or has reason to believe that any person to whom Publisher has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of Tecophone, and Publisher will, at Publisher’s expense, cooperate with Tecophone in seeking injunctive or other equitable relief in the name of Publisher or Tecophone against any such person. Publisher agrees to maintain the confidentiality of Tecophone’s Confidential Information using at least as great a degree of care as Publishert uses to maintain the confidentiality of Publisher’s own most confidential information (and in no event less than a reasonable degree of care). Publisher acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation BidMagnet or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Tecophone inadequately compensable in damages at law, and Tecophone is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Tecophone may immediately terminate Publisher’s account and all license rights granted herein, in the event Publisher breaches any of its confidentiality obligations.

6.4 Modifications Tecophone reserves the right to change these Terms of Service at any time in its sole discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon providing Publisher with a written notice of two (two) weeks. Your continued use of BidMagnet after the effective date of any such notice will constitute your acceptance of and agreement to such changes. If ADVERTSER DOES NOT WISH TO BE BOUND TO ANY NEW TERMS, IT MUST TERMINATE THESE TERMS OF SERVICE BY IMMEDIATELY CEASING USE OF BidMagnet.

Tecophone reserves the right to modify BidMagnet and its functions or services at any time in its sole discretion and without any liability. Tecophone agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, Tecophone reserves the right to modify or maintain BidMagnet at any time, with or without notice to Publisher.

6.5 Indemnification Each party shall indemnify, defend, and hold harmless the other party (including BidMagnet Parties) from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by the other party, known or unknown, contingent or otherwise, directly or indirectly arising from the other party’s breach of any term or provision of these Terms of Service or any way related to Publisher’s use of BidMagnet, including but not limited to any claim for infringement of intellectual property rights of a third party. Each party shall notify the other of any such claim and shall cooperate with the other party, at its expense, in defending or settling such claim. may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects the other party rights without that same party’s prior written consent. A party may join in defense with counsel of its choice at its own expense. If a party does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, the other party may defend against such claim in such manner as it may deem appropriate at the other party’s expense, including, without limitation, settling such claim, after giving notice of the same to the other party.

6.6 End user data

By using BidMagnet Publisher may collect or use some data regarding activities of end users. This data may include information about IP addresses, session-based browsing behaviour, device-related data (further referred to as „Data”). BidMagnet does not collect data which by itself identifies an individual such as name, address, phone number, email address. Detailed information regarding types of data of end users that may be collect or used by Publisher through BidMagnet is specified in Tecophone Data Processing Agreement (referred to below) and Tecophone End User Privacy Policy. Please note that any references to “end users” mean the end user of an internet connected device, such as a visitor to a web page, a user of a mobile app, or a user of an IoT device,or a visitor on advertisement or campaign webpage.

If any Data are personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (further referred to as “GDPR” and “Personal Data” respectively), and the processing thereof, shall be governed under the terms and conditions set forth in the Tecophone Data Processing Agreement (further referred to as “DPA”). A current version of the DPA executed by Tecophone is available in section Data Processing Agreement on our website, and shall become effective as of May 25, 2018. The DPA is an integral part of these Terms and Conditions. Unless otherwise explicitly agreed in writing by the parties, it is agreed and acknowledged that with respect to any personally-identifiable information and Personal Data included in the Data processed in connection with Services, Publisher shall be considered as a “Controller” or “Processor” of Personal Data and Tecophone shall be considered as the “Processor” or “another Processor” (“Sub-Processor”), as applicable, according to the terms defined under the GDPR and the DPA. Publisher represents and warrants that Tecophone is permitted to collect, use and transfer Data on behalf of the Customer in order to provide Services according to the terms defined under DPA.

6.7 Miscellaneous

Governing Law. These Terms of Service shall be governed by, and construed in accordance with, the laws of the Republic of Cyprus, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction and the competent courts in the City of Limassol, Cyprus shall have exclusive jurisdiction in all matters relating hereto (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with these Terms of Service, shall be brought and maintained exclusively in the courts of the Republic of Cyprus, i.e. the competent court in in the City of Nicosia Cyprus. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the courts of the State of Cyprus for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms of Service and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

No Third Party Beneficiaries. These Terms of Service are made solely for the benefit of Publishers and BidMagnet Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms of Service.

Prohibition of Assignment. Publisher may not assign any of its rights or delegate any of its duties under these Terms of Service without the prior written consent of the Tecophone. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms of Service.

Successors and Assigns. Except as otherwise expressly provided in these Terms of Service, these Terms of Service shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of the parties to these Terms of Service.

Independent Contractor. The relationship of Publisher and Tecophone established by these Terms of Service is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms of Service shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Tecophone in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Entire Agreement. Except as may be set forth in an written agreement signed by Tecophone and Publisher, these Terms of Service constitute the final, complete, and exclusive statement of the terms of the use of BidMagnet between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.

Severability. If a court or an arbitrator of competent jurisdiction holds any provision of these Terms of Service to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Terms of Service or affecting the validity or enforceability of such provision in any other jurisdiction.

Attorney’s Fees. If Tecophone prevails in any action, suit, or proceeding arising from or based upon these Terms of Service, Tecophone shall be entitled to recover from Publisher Tecophone’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.

Headings. The headings in these Terms of Service are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms of Service nor affect any of the rights or obligations of the parties these Terms of Service.

Notice. Any notice, communication or statement relating to these Terms of Service shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic transmission; (iii) when delivered by certified mail or postage prepaid to the address of the respective party as indicated herein (or in the case of Domain Owner, as last provided to Tecophone); (iv) in the event of non-material changes to this Agreement, notice shall be deemed effective upon posting at bidmag.net; (v) and in the event of material changes to this Agreement, notice shall be effective upon the sending of an email from Tecophone to the email address last provided by Publisher. Copies of all notices shall be sent to: Tecophone LTD, 20 Ionos Street, 4th floor, Office 401, Egkomi, Nicosia, Cyprus.

Survival. Sections 2.1, 2.3, 2.5, 2.7, and any other obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of these Terms of Service shall survive and remain in effect after such happening.

Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms of Service. These Terms of Service shall not be construed against either party by reason of its drafting.




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