Publisher Terms
1) PARTIES
Pursuant to this
Agreement, Adversite Contextual Ad Network("Company") and Publisher shall agree to the
following terms and conditions for the receipt of advertising materials
("Creative") from advertising Customers ("Customers") This includes the
serving, tracking and reporting of all Campaigns in summary made on the
Company Network (the "Network") to Publisher Websites ("Websites").
2) USE POLICY
a) Membership:
Membership in the Network may be subject to prior approval of Company. Company
reserves the right to refuse service to any new or existing Publisher, in its
sole discretion, with or without cause. Company reserves the right to withhold approval of
membership in the Company Network based on Website primary language. Company
reserves the right, in its sole discretion and without liability, to reject,
omit or exclude any Publisher or Website for any reason at any time, with or
without notice to the Publisher and regardless of whether such Publisher or
Website was previously accepted.
b)
Representation: Publisher represents and warrants that: (1) it is the
owner or is licensed to use the entire contents and subject matter contained
in the Website; (2) the Website is free of any "worm", "virus" or other device
that could impair or injure any person or entity; (3) the Website does not
violate any law or regulation governing false or deceptive advertising,
sweepstakes, gambling, comparative advertising, or trade disparagement; (4)
the Website does not contain any misrepresentation, or content that is
defamatory or violates any rights of privacy or publicity; (5) Publisher is
generally familiar with the nature of the Internet and will comply with all
laws and regulations that may apply; and (6) the Website does not and will not
infringe any copyright, trademark, patent or other proprietary right.
Publisher grants Company and the Advertiser the right and license to transmit
the Creative to the Website.
c)
Termination: Company reserves the right to terminate any Publisher's
relationship with the Company Network at any time, with or without cause.
Termination notice may be provided via email or any other public means and
will be effective immediately. Upon receipt of such termination notice,
Publisher agrees to immediately remove from his/her website Company's html
code for serving Creative from Company. Publisher will be paid, in the next
scheduled payment cycle, all legitimate earnings due up to the time of
termination. Upon termination, and in the event that blatant fraudulent
activities have been documented in the Company server logs, all ties to
referrals will be permanently severed and Publisher will not receive future
referral commissions.
d) Content: Company
reserves the absolute right to refuse to affiliate with any Publisher. Company
does not accept Websites that produce or provide adult content. Company does
not accept Websites that engage in, promote or facilitate illegal or legally
questionable activities such as pirating and hacking. Company does not accept
Websites that are under construction.
Company ad codes can be used on Webpages that contain forums, discussion
boards, or chat rooms.
This Agreement is voidable by Company immediately if
Publisher fails to disclose, conceals or misrepresents itself in any way. In
addition, Company may in its complete discretion refuse to serve any Website
that it deems inappropriate.
f) Defaults:
Company may not be able to fill 100% of advertising requests sent to its
servers with paying ads. Company will display default ads on Publisher's website when
paid advertising is unavailable. Company may display default ads on any Publisher's
website when technical difficulties require it. Default ads are not paid advertising.
Under no circumstances does Company guarantee to provide any percent fill of paid
advertising to a website.
g) Placement:
All creative must be placed within specified areas of the Webpage
(varies by creative type). No member will place ads on blank pages,
on pages with no content, on top of one another, or in such a fashion
that may be deceptive to the visitor. Creative cannot be placed in email
messages. Creative may NOT be placed on webpages that contain content
that is not under direct webmaster control. Modifications can be made to align
Creative or change a Creative's color scheme.
In addition, all Creative must be placed in such a manner that a majority of
visitors will notice the Creative.
h) Fraud and
Deception: Company audits every Publisher's traffic frequently.
Publishers that commit fraudulent activities, including false clicks, false
impressions, and incentivised clicks, will have their account permanently
removed from our network and will not be compensated for fraudulent traffic.
Additionally, Company reserves the right to register fraudulent Publishers in
a global ad network fraud database, for usage by other ad networks. We have
fraud mechanisms at our disposal that will detect most forms within a
few days of the initial activity. All proceeds from accounts with fraudulent
activity will be refunded to Advertisers. All Company Creative must be served
from a Company server or serving location. Stored images that are loaded from
a different location will not count towards any statistic or payment.
Publishers agree to not artificially inflate traffic counts using a program
(including scripts), device, or other means. Excessive page reloading or any
other abuse of our system could result in legal action. No Publisher shall
induce visitors to click on Creatives based on incentives, provided, however,
that, with the prior approval of Company, certain language may appear above or
below an advertisement served by Company. The following methods of generating
visitor interest are unacceptable to Company and may be grounds for dismissal
from the Network: use of unsolicited email or inappropriate newsgroup postings
to promote your Website; auto-spawning of browsers; automatic redirecting of
users; clicking on your own banners; blind text links; misleading links; or
any other method that may lead to artificially high numbers of impressions or
clicks.
i) Code: Company ad
codes must be not be modified from original format without consent from
Company. Publisher agrees to use the ad code provided for displaying Creative
not more than ONCE per page view. Ad codes cannot be placed in email messages.
Company ad codes can be used on Web pages that contain forums, discussion
boards, and chat rooms. Publisher can not alter,
copy, modify, take, sell, reuse, or divulge any Company computer code, except
as is necessary to partake in the Company Network, provided, however, with the
prior approval of Company, a Publisher may, in certain instances, modify the
Company computer code for purposes of inserting certain pre-approved language
above or below an advertisement served by Company. A Publisher may change
the color scheme of the ad codes in designated areas provided in the code to better
match the content of your webpage(s).
j) Data
Reporting (Stats): Company is the sole owner of all website, campaign, and
aggregate web user data collected by Company. Publisher only has access to
campaign data that is collected through the use of their inventory. Customers
only have access to website and web user data that is collected as part of
Customer's campaign.
k) Contact
Information: To insure timely payment, Publishers are responsible for
maintaining the correct contact and payment information associated with their
account. Payment Profile information must be updated by the last day of the
month to be be reflected in the next payment. This must be done online
using the Publisher's account. Any and all bank/service fees associated with
returned or cancelled payments due to any error in the Publisher contact or
payment information are Publisher's responsibility, and will be deducted from
re-payment.
3) PAYMENT POLICY
Actual campaign
rates vary with market conditions. Gross campaign rates are less any payment
transaction fees, campaign referral fees, cost-of-money / bad-debt fees, and
applicable ad serving fees. Company reserves the right to set and negotiate
specific payment terms on an individual basis. Publishers will typically be
paid within twenty-five (25) business days after the end-of-month. Do not
invoice Company; all Publisher invoices are discarded. Publishers will be
paid at the account level. All accounts will be settled in US dollars ($US).
No checks will be issued for any amounts less than $50US. Guaranteed payments
for balances of less than $50US will incur a service charge of $2.50US. Net
payments under $1.00 after service charge will not be made and are permanently
forfeited. All unpaid earnings will rollover to the next pay period. Any
Publisher account that goes unpaid for six (6) months becomes subject to
immediate payoff, with service charge, and immediate dismissal from the
Company Network. Publishers can not refer themselves as a
Publisher or as an Advertiser. Groups of Publishers can not refer each other.
All payments are based on actuals as defined, accounted and audited by
Company. Company reserves the absolute right not to pay any accounts
or Publishers that violate any of the terms and conditions set forth herein.
Company will be responsible for determining, in its sole and
absolute discretion, what acts and omissions violate this policy, and which
acts include activity that is deceptive or fraudulent in nature. Examples of
such acts may include, without limitation, clicks without referring URLs or
extraordinary high numbers of repeat clicks.
4) LIABILITY POLICY
a)
Indemnification: Publisher is solely responsible for any legal liability
arising out of or relating to (i) the content and other material set forth on
the Publisher Websites and/or (ii) any content or material to which users can
link through the Publisher Websites (other than through an advertisement
supplied by Company). Publisher hereby agrees to indemnify, defend and hold
harmless Company and its officers, directors, agents, affiliates and employees
from and against all claims, actions, liabilities, losses, expenses, damages,
and costs (including, without limitation, reasonable attorneys' fees) that may
at any time be incurred by any of them by reason of any claims, suits or
proceedings (a) for libel, defamation, violation of right of privacy or
publicity, copyright infringement, trademark infringement or other
infringement of any third party right, fraud, false advertising,
misrepresentation, product liability or violation of any law, statute,
ordinance, rule or regulation throughout the world in connection with the
Publisher Websites (except for advertisements supplied by Company); (b)
arising out of any material breach by Publisher of any duty, representation or
warranty under any agreement with Company; or (c) relating to a contaminated
file, virus, worm, or Trojan horse originating from the Publisher Websites
(other than through an advertisement supplied by Company).
b) Damages:
In no event shall either party be liable for special, indirect, incidental, or
consequential damages, including, but not limited to, loss of data, loss of
use, or loss of profits arising thereunder or from the provision of services.
c) Warranty
Disclaimer: Company and its Customers do not make and hereby expressly
disclaim all warranties, express or implied, with respect to any matter
whatsoever, including, without limitation, the performance of any software
programs incidental to services rendered by Company, services provided
thereunder, or any output or results thereof. Company and its Customers
specifically disclaim any implied warranty of merchantability or fitness for a
particular purpose.
d) Limitation
of Liability: Neither Company nor its Customers will be subject to any
liability whatsoever for (a) any failure to provide reference or access to all
or any part of the Website due to systems failures or other technological
failures of Company or of the Internet; (b) delays in delivery and/or
non-delivery of Creative, including, without limitation, difficulties with a
Customer or Creative, difficulties with a third-party server, or electronic
malfunction; and (c) errors in content or omissions in any Creative.
5) GENERAL
a)
Applicability: In This Agreement, including all attachments which are
incorporated herein by reference, constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes and replaces
all prior and contemporaneous understandings or agreements, written or oral,
regarding such subject matter. Applicable sections shall survive expiration or
early termination of this Agreement. Nothing in this Agreement shall be deemed
to create a partnership or joint venture between the parties and neither
Company nor Publisher shall hold itself out as the agent of the other, except
for that specified in this Agreement. Neither party shall be liable to the
other for delays or failures in performance resulting from causes beyond the
reasonable control of that party, including, but not limited to, acts of God,
labor disputes or disturbances, material shortages or rationing, riots, acts
of war, governmental regulations, communication or utility failures, or
casualties. Failure by either party to enforce any provision of this Agreement
shall not be deemed a waiver of future enforcement of that or any other
provision. Any waiver, amendment or other modification of any provision of
this Agreement shall be effective only if in writing and signed by the
parties. If for any reason a court of competent jurisdiction finds any
provision of this Agreement to be unenforceable, that provision of the
Agreement shall be enforced to the maximum extent permissible so as to effect
the intent of the parties, and the remainder of this Agreement shall continue
in full force and effect. Headings used in this Agreement are for ease of
reference only and shall not be used to interpret any aspect of this
Agreement. In addition to terms that are negotiated and documented separately
from this Agreement, terms that are automatically generated through the
interactive use of the Company website Publisher interface are explicitly
bound by this Agreement.
b) Public
Release: Publisher shall not release any information regarding Campaigns,
Creatives, or Publishers relationship with Company or its customers,
including, without limitation, in press releases or promotional or
merchandising materials, without the prior written consent of Company. Company
shall have the right to reference and refer to its work for, and relationship
with, Publisher for marketing and promotional purposes. No press releases or
general public announcements shall be made without the mutual consent of
Company and Publisher.
c) Remedy: If any
Publisher violates or refuses to partake in their responsibilities, or commits
fraudulent activity against us, Company reserves the right to withhold payment
and take appropriate legal action to cover its damages.
d) Audit: Company shall
have the sole responsibility for calculation of Publisher earnings, including
Impressions and click through numbers. In the event Publisher disagrees with
any such calculation, a written request should be sent immediately to Company.
Company will provide Publisher with an explanation or adjustment of the
numbers which shall be final and binding.
e)
Modifications: Company reserves the right to change any conditions of this
contract at any time. Members are responsible for complying with any changes
to the Company Publisher Agreement within 10 business days from the date of
change. Company will post a message regarding changes to this Agreement in the Publisher area
of the Company Website or send a direct email to all Publishers.
f) Privacy: Publisher
shall support Company's commitment to protect the privacy of the online
community; such commitment is set forth in Company's Privacy Statement, which
is hereby incorporated into this Agreement.
g) Assignment:
Customer may not assign this Agreement, in whole or in part, without written
consent from Company. Any attempt to assign this Agreement without such
consent will be null and void.
h) Governing
Law: This Agreement will be governed by and construed in accordance with
the laws of the State of Texas.
i) Ability to
Enter into Agreement: By executing this Agreement, Publisher warrants that
Publisher (or Authorized Representative of Publisher) is at least 18 years of
age, and that there is no legal reason that Publisher cannot enter into a
binding contract
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