Terms and Conditions

By accessing RelapPro (the “Site”), you the Publisher (“Publisher”, “you”) agree to be bound by these terms of use (this “Agreement”), which governs (i) your participation in the RelapPro Partner Program (the “Program”), (ii) use of the Site, use and display of one or more Embeddable JW Video Player (s), as described in Section 5.1 (“Embedded software” or “Embed Players”), (iii) your use of the VAST (Digital Video Ad Serving Template) /VPAID (Video Player-Ad Interface Definition) Ad Handler (“Ad Tag”) and (iv) use or display of any other visual or textual content or advertising (“Content”) delivered hereunder (by RelapPro or otherwise). If you do not agree with any of the terms set forth herein, you must not attempt to use or access the Site including the Embedded software code or any related material or Content.

1 RelapPro Partner Program Participation.

  1. To participate in the Program, you must, either: (1) be granted with a personal password-protected account (“Account”) from RelapPro; or (2) personally register online with RelapPro at the Site to create an Account.
  2. Publisher must pre-register at RelapPro’s site. After 24 hours, you will receive an email with the information of your new account so you can log in our site.
  3. As a condition of this Agreement, and in order to ensure no unauthorized use of your Account to be made, you accept full liability and responsibility for the security and confidentiality of your Account, including, but not only, liability and responsibility for keeping your Account password protected and confidential by all means.
  4. You agree to keep your Account information and details current and updated in order to ensure and to allow communication between you and RelapPro at all time.
  5. You acknowledge that (i) RelapPro has the full right, at RelapPro’s sole discretion, to accept or reject your participation in the Program, at any time and for any reason, without any liability; (ii) you shall be solely liable for any act or omission made through your Account (including any content delivered or used there through).

2 License.

  1. You receive a limited, non-exclusive, non-transferable, non-sublicenseable license (the “License“) to access the Site to: (1) promote, republish in approved form and display the contents of the Embedded software or Ad Tag; and (2) to insert the Embedded software code or Ad Tag within an approved website(s) and/or application to display such content, to allow your website visitors (“Visitors“) according to the terms of this Agreement and the Program (including details provided under the Account) (the “Activity“). Notwithstanding the above, under this License you may not:
    • Use the Embedded software, Ad Tag and/or Content for any commercial purpose, or for any public display (commercial or non-commercial);
    • Copy or modify the Embedded software, Ad Tag and/or Content;
    • Transfer the Embedded software, Ad Tag and/or Content to any other person;
    • “Mirror" the Embedded software, Ad Tag and/or Content on any other server;
    • Remove any copyright or other proprietary notations from the Embedded software, Ad Tag and/or Content; or
    • Attempt to decompile or reverse engineer any software contained on the Site.
    • Your Account is personal and your entitlements herein are available to you directly and may not be transferred to another party. Should there be pending change of ownership of your business or website/s, you should advise RelapPro at least thirty (15) days before any change of ownership occurs, and arrange the prospective new owner’s application for participation in the Program. Such participation will be approved or rejected at RelapPro’s sole discretion.
    • You may not assign this Agreement and/or any right or obligation under this Agreement (including, but not only, the License) without the explicit prior written consent of RelapPro. RelapPro may assign this Agreement, in whole or in part, or delegate its responsibilities, in its sole discretion. Once such assignment has been occurred, RelapPro shall no longer be obligated or liable under this Agreement.
    • With the exception of the License, as between the Parties all rights title and interest in and to the Program are retained by RelapPro, and all rights title and interest in and to the Embedded software and any related content distributed within the Embedded software, are retained by RelapPro and RelapPro’s respective Content Owners. “Content Owners" the legal owners of the Content displayed via the Embedded software.

3 Revenue Share.

  1. RelapPro generates revenues from the sale of video and display advertisements recorded as ad impressions by RelapPro’s Advertising Platform Provider/s. Once this revenue is paid to RelapPro, RelapPro share the revenue earned with you via your Account, based on the revenue share calculation as specified below. “Advertising Platform Provider/s" shall mean third parties who grant services to RelapPro in order to enable your Activity.
  2. RelapPro will assign to your Account the Net Revenues earned by applicable impressions, at the rate nominated by you in the Account. The amount earned will be reflected in the earnings figure accessible via your Account. “Net Revenue" is defined as total advertising revenue amounts actually received by RelapPro from the sale of video and display advertisements associated with the Embedded software from your Account, less the Costs incurred in connection with the sale and distribution of such advertising and Content under this Agreement. “Costs" including any applicable taxes, or other duties related to the transaction with you, if applicable sales commissions (including, but not only, to Advertising Platform Provider), revenue share for content providers, ad serving costs, video streaming costs, content editing and distribution costs, related expenses and fees, and any deductions arising from refunds or disputes raised by advertisers or content providers if applicable and any other costs as decided in RelapPro’s sole reasonable discretion.

4 Payment Frequency.

  1. RelapPro shall pay for the invoiced amounts on a net (65) days basis after publisher’s receipt of the statement.
  2. You must be owed US$250 (“Minimum Payment“) or more for a payment to be processed, and your balance will carry forward until such time as your Account has a balance greater than US$250.
  3. Revenue will be calculated based on traffic volumes from RelapPro’s reporting platform and revenue payment reports generated by RelapPro’s Advertising Platform Provider/s. RelapPro’s approved reports will be the sole source of data used for billing purposes. RelapPro will provide financial reporting via an online summary of the activity accruing from the Embedded software associated with your Account.

5 Embedded software Editorial Instructions.

  1. The Embedded software is a section of computer-generated code that enables playing of video files and advertising material and associated graphic or motion elements within your Website, and records the activity to the reporting associated with your Account.
  2. You must ensure the Embedded software is placed in a clearly visible position on your Website with ease of use for your Visitors. You must not:
    • Place Embedded software set to auto-start below the top immediately viewable portion of a webpage (the area below the viewable portion is commonly referred to as ‘below the fold’) thus causing the video player to not be visible in the browser window upon page load;
    • Place another video player (from RelapPro or any other source) set to auto-play on any webpage where the Embedded software appears – that is, the Embedded software should contain the only auto-play video on the page.

6 Publisher Do’s & Don’ts.

  1. You agree you are responsible for your own conduct, and for the content published on the website where the Embedded software appears, while participating in the Program. You agree to only use the Program in a manner that comply with applicable directives, laws, regulations, industry standards and/or Advertising Platform Provider’s guidelines and/or privacy policy(s) (“Laws”) (including the Laws which apply to the end user (at its place of residence) and the Laws of the United States of America, the European Union and the local laws of México) (“Applicable Law”).
  2. You will not, and use all reasonable means to ensure third parties on behalf of you (including your Visitors) will not:
    • View or use RelapPro’s video content including any advertising, other than via the Embedded software window; and
    • Attempt to delete any advertising material from the Content or otherwise attempt to alter in any way the Content.
    • Attempt to view or alter the computer code underlying the Embedded software; and
    • Remove or obscure any copyright or other notice within the Embedded software video player or within the Content.
  3. You will not use any content or link or associate the Program with any website, entity or publication that is in breach with Applicable Law, invasive of any individual’s privacy, false or likely to damage the reputation of RelapPro or its Content Owners, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains:
    • sexually explicit, pornographic or obscene content (whether in text or graphics);
    • speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
    • graphic violence;
    • politically sensitive or controversial issues;
    • any unlawful behavior or conduct including but not limited to pirated or illegal movies or music files and/or computer-based crime;
    • content which exploits in any way persons under the age of 18;
    • content related to gambling or casinos;
    • information on the sales or promotion of weapons or ammunition, alcohol, tobacco or tobacco-related products, prescription drugs, imitations or replicas of designer goods, or any other content that might reasonably be expected to infringe on the legal rights of another;
    • limited original content including, but not limited to, copied content, auto-generated content, simple sign up forms only, and sites described in the industry as ‘doorway’ sites.

7 Incentivized Means and Fraudulent Activities.

  1. You agree not to use, promote or encourage in any way the use of any computerized, mechanical, commercially incentivized or otherwise incentivized artificial means to inflate the genuine Visitors number, impressions, or ad views of the Visitors viewing the content within the Embedded software. These means may also include, but are not limited to:
    • repeated manual page or player refreshing;
    • using robots, automated click- and impression-generating tools;
    • using third-party services generating impressions or traffic, and click exchange programs.
  2. Under all circumstances you must not:
    • offer compensation to Visitors or any Website visitor in return for watching video content within the Embedded software;
    • re-purpose the content in any advertising network or attempt to use the Embedded software anywhere other than within a URL approved within the Site;
    • serve the Embedded software in a hidden frame or within a ‘popup’ or ‘popunder’ window from your Website;
    • promote your websites containing the Embedded software through unsolicited mass emails or unwanted advertisements on third-party websites;
    • place elements on a page in a way that hides any portion of the content or ads within the Embedded software;
    • place Embedded software on pages published solely for the purpose of showing ads.
  3. Advertisement impressions must result from genuine Visitors interest, and impressions generated through means which artificially inflate impression counts are considered fraudulent, and as such are strictly prohibited.
  4. RelapPro closely monitors activity to reduce any likelihood of fraudulent activity, RelapPro will make no payment for fraudulent impressions, and in the case of high volume fraudulent activity your Account may also be immediately terminated.

8 Investigation of Suspected Activity

  1. You agree to fully cooperate with RelapPro in investigating any kind of suspected activity which may be in breach of this Agreement, as may be decided upon in RelapPro’s sole discretion. It is hereby agreed that, while investigating such suspected activity, RelapPro may, at its sole discretion, suspend or cancel your Account, withhold payment and/or notify authorities, at any time without notice.

9 Ownership of Data and Privacy Policy.

  1. All data collected through use of the Embedded software/s on your Website will be the property of RelapPro or Advertiser Platform Provider or its advertisers, and you have no rights to such data.
  2. You shall comply with the privacy policy as specified in: ${initParam.url_coorporativo}/privacy-policy/ and/or other policies and guidelines which may be delivered by RelapPro to you from time to time (the “Privacy Policy") and you represent you shall maintain and post in a conspicuous manner on all your websites involved in the Programs, the Privacy Policy or a privacy policy that clearly and adequately comply with such Privacy Policy

10 Term and Termination.

  1. This Agreement commences upon your acceptance, indicated by you accessing the Site using your Account username and password, and shall continue until terminated by either party.
  2. You may terminate this Agreement at any time by deleting all Embedded software from your website/s. RelapPro may immediately terminate this Agreement, the License granted herein, your Activity and disable your Account and associated Embedded software, or terminate or cancel your participation in the Program for any reason or no reason, at any time by deleting or blocking access to your Account.
  3. Upon termination or expiration of this Agreement:
    • all your rights, including your right to participate in the Program (including but not limited to your right to receive a share of revenue) and License granted herein will automatically terminate; and your Account will be disabled and you may not be granted further access to your Account; and you must promptly destroy all copies of Embedded software code any downloaded materials in your possession or control whether in electronic or printed format must be destroyed by you; and RelapPro will pay all undisputed revenue share amounts in excess of US$250, if any, due to you within sixty five (65) days from the last day of the month during which termination occurs.

11 Failure to Comply.

  1. In the event you fail to comply with any provision of this Agreement RelapPro shall have the right to terminate this Agreement and additionally (with or without terminating this Agreement) RelapPro may:
    • disable your Account, disable any Embedded software from appearing on your website/s; and/or
    • cancel any revenues owing up until the date of your Account being disabled; and/or
    • restrict, suspend or terminate access to the Program at any time without notice and without liability to you.

Program Modification. RelapPro may modify the Program, Embedded software, Ad Tags or Content at any time, without prior notice and in any manner at RelapPro’s sole discretion. RelapPro will inform you at least 4 weeks before the release of new versions. You will inform RelapPro at least 8 weeks before the launch of a new technical setup for his services that will require a new technical integration/update.

12 Confidentiality.

  1. Any confidential information and/or proprietary data provided to you by RelapPro, including the descriptions and the pricing of the products, the terms hereof, the Content and any information received from or in connection to Advertising Platform Provider/s and/or Content Owners and/or information in connection to user interacting with the Content, Embedded software and/or Ad Tags, shall be deemed “Confidential Information” of RelapPro. Confidential Information shall not be released by you to anyone except an employee or agent that has a need to know the same and that is bound by written confidentiality obligations at least as strict as those contained herein. You shall not use any portion of Confidential Information provided by RelapPro for any purpose other than those provided for under the Agreement.

13 Indemnity.

  1. You shall indemnify, defend and hold harmless RelapPro and Advertising Platform Provider, Content Owners and its parent, affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including without limitation attorneys’ fees) arising out of or in connection with: (a)your breach or alleged breach of any representation, warranty or obligation made under this Agreement; or (b)use or misuse of the Embedded software, Ad Tags or Content by you; or (c) damage caused by your website; or (d) your violation of any Applicable Law or the rights of a third party.

14 Your Representations. You represent and warrant that:

  1. You have the full corporate right, power and authority to enter into the Agreement and to perform the acts required of you hereunder.
  2. he execution of the Agreement by you and the performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound and/or it will not default under any provision of any constitution, or any material term or provision of any Applicable Law.
  3. When executed and delivered, the Agreement will constitute the legal, valid and binding obligation of you, enforceable against you in accordance with its terms.
  4. Your participation in the Program is at your sole discretion and risk.
  5. There are no actions, claims, proceedings or investigations pending or threatened against you or by you of which you are aware, and which may have a material effect on the subject matter of this Agreement.
  6. All data and information, material and/or content on your website does not and will not, directly or indirectly, violate Applicable Law, and/or infringe or breach any duty to or rights of any person or entity (including, but not only, intellectual property rights and/or privacy rights and etc.).
  7. You will not exploit RelapPro’s Site, Program, Content including the Embedded software, Ad Tags and all content, advertising, related assets and services included therein, therewith or in connection thereto and/or in connection with the Activities in order to (1) re-sell, distribute, license, sublicense or otherwise make use of users’ data (such as search terms, visits in URLS etc.) for commercial or for any other purpose; and/or (2) except for the limited expressed purpose of this Agreement.
  8. You will comply with Applicable Law when preforming your obligations hereunder.
  9. You will not and will not allow any third party to act in violation of the foregoing terms.
  10. If you become aware to any legal restriction concerning the Activities, you will immediately notify RelapPro and RelapPro will immediately cease such use.

14 Warranties and Program Availability.

  1. The Site, Program, Content including the Embedded software, Ad tags and all content, advertising, related assets and services included therein, therewith or in connection thereto and/or in connection with the Activities, are provided “as is", “as available" and with all “flaws". RelapPro its affiliates and subsidiaries make no representation or warranties with respect to the Program, and all related Content, advertising, related assets and services included therein and expressly disclaims all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of non-infringement, merchantable quality or fitness for a particular purpose. RelapPro its affiliates and subsidiaries do not warrant that the Program, and all related Content, advertising, related assets and services included therein will operate uninterrupted or error-free, or that any defects will be corrected. RelapPro shall not be responsible for software or content that is served through or linked from the Program (including, but not only, such delivered by Content Owners and/or Advertising Platform Provider/s), and all related content, advertising, related assets and services included therein.

15 Limitation of Liability.

  1. In no event shall RelapPro or its officers, directors, employees, or agents be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, whether based on warranty, contract, tort, or any other legal theory including, without limitation, lost profit, loss of contracts, data, information, goodwill, income, anticipated savings or business relationships, damages arising in connection with this agreement, even if the company has been notified of the possibility of such damage.
  2. The limitation of liability in this regard applies to the maximum extent permitted by law. Publisher’s only right or remedy with respect to any dissatisfaction with the program, site and/or content is to immediately cease to use the program, site and/or the content notwithstanding anything to the contrary contained herein, relappro’s total liability under this agreement for any cause whatsoever and regardless of the form of the action, will at all times be limited to an amount equal to the lower of (i) the amount paid, if any, by relappro to publisher during the 35 day period immediately preceding the date of the claim or (ii) US$10,000. The aforesaid limit shall not be enlarged by the existence of multiple claims. No action arising hereunder regardless of its form may be brought by publisher more than 60 days after the cause of action has accrued.

16 General.

  1. You agree that the Agreement constitute an entire agreement between you and RelapPro, with respect to your use of the Site and Program, Embedded software, Ad Tags and Content and the Agreement supersedes all previous agreements, understandings and representations relating thereto.
  2. RelapPro may revise this Agreement at any time without notice. By using the Program, Site and/or Account you agree to be bound by the then current version of this Agreement.
  3. This agreement shall be governed by the laws of Mexico and the parties hereby submit to the exclusive jurisdiction of the Courts of Mexico.