These Publisher Terms and Conditions ("Terms"), any addenda attached hereto, which are hereby incorporated by reference ("Addenda")(collectively, the "Agreement"), between Adosia LLC and its affiliates ("Adosia"), and the individual or entity entering into this Agreement ("Publisher") shall govern Publisher's participation in the Network and may be updated by Adosia from time to time without notice to Publisher. In the event of any inconsistency between the Terms and Addenda, the following order of precedence shall apply: the Addenda, followed by the Terms. Other capitalized terms not defined herein shall have the meanings assigned to them in Addenda under the heading "Definition of Terms".
The purpose of this Agreement is to establish the terms and conditions by which Publisher may utilize Adosia's online ad delivery platform and technology to deliver and/or display advertising ("Ads") on behalf of Publisher, Publisher customers, or third-party Adosia customers ("Advertisers") . Adosia and Publisher agree as follows:
2.1 Pre-approval Required. Any Publisher Domains that relate to or have any characteristic of the following must be approved in writing by Adosia and shall be on a case by case basis: (i) excessive ads from third-party networks, user generated content (blogs, forums, discussion boards, chat rooms, etc.) that is not regulated, (ii) foreign websites, (iii) controversial issues (e.g. religion, sexual orientation and/or edgy humor), (iv) wrestling, (v) anime, (vi) gaming, (vii) old content, and/or (viii) poor quality design and functionality.
2.2 Prohibited Conduct. Publisher Domains that produce, relate to or have characteristics of Prohibited Conduct are prohibited in the Network. "Prohibited Conduct" is defined as:
2.2.1 Ad Placement & Tracking. Publisher shall not: (i) attempt to place Ads in emails (unless approved by Adosia in writing) or SMS/text messages; (ii) place any Plug-In Widget more than 800 pixels below the top of any given web page without Adosia's prior written consent; (iii) intentionally place Ads on blank web pages or on web pages with no content; (iv) stack Plug-In Widgets (e.g. place on top of one another so that more than one (1) widget occupies the same horizontal pixel space); (v) place Plug-In Widgets on non-approved Publisher Domains, or in such a fashion that may be deceptive to the User; (vi) for Publisher Domains, incentivize offers or create the appearance to incentivize offers; (vii) place statements near the Ads requesting that Users "click" on the Ad (i.e., "Please visit our sponsor", "Please click here", etc); (viii) for Publisher Domains, place misleading statements near the Ad (i.e., "Click for a Reward"); (ix) redirect traffic to a website other than that listed by the particular Advertiser; (x) ask Users to take advantage of other ads or offers other than those listed by the particular Advertiser; (xi) place Ads on personal web pages, non-English language pages (unless otherwise approved by Adosia in writing), or free hosted pages (i.e. Geocities, Xoom, Tripod, Talk City, etc.); (xii) use invisible or any other methods, that Adosia believes, in its sole discretion, through any automated, deceptive, fraudulent or other means that is designed to to generate impressions, clicks, views, interactions or transactions that are not initiated by the affirmative action of the User; (xiii) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network IP, Plug-In Widget tags, source codes, links, pixels, modules or other data provided by or obtained from Adosia that allows Adosia to serve the Ad and measure its performance and operate the Network; (xiv) deliver in-page Ad code via pop-ups/unders, or, (xv) participate in browser history sniffing.
2.2.2 Sites. Publisher shall not place any Ads or Network IP on Publisher Domains that contain, promote, reference or have links to: (i) profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Advertisers or Adosia; (ii) hacking, phreaking, emulators, ROM's, software piracy (including but not limited to warez, cracking, etc.), or illegal MP3 activity; (iii) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (iv) websites under construction, or that do not own the domain they are under; (v) charity clicks/donations, paid to surf, personal sites, Publisher Domains not owned by or under the control of Publisher, ActiveX downloads, no content (link site), all affiliate links, or incentivized traffic; (vi) promote activities generally understood as internet abuse, including but not limited to, the sending of unsolicited bulk email or the use of Spyware.
You acknowledge and agree that Adosia may preserve any and all information related to your Adosia Publisher account activities and may also disclose such information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Information violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Adosia, its users and/or the public. You understand that the technical processing and transmission of the Service, including your Adosia account information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
3.1 Compliance with Industry Standards. Publisher agrees to undertake and place Ads in compliance with this Agreement, the Interactive Advertising Bureau Guidelines, Standards and Best Practices, in accordance with the highest industry standards. Publisher shall position the Ads in such a manner to assure that they are fully and clearly visible to consumers and displayed in a similar manner as other advertisers' ad units included in the Publisher Domain(s).
3.2 No Modifications to Ads or Network IP. Except as permitted under this Agreement, Publisher shall not alter, copy, modify, take, sell, re-use, or divulge in any manner any Ad or Network IP without Adosia's prior written consent and any approved modifications shall be owned solely by Adosia. Publisher shall not copy Ads and display them directly from a Publisher Domain(s). Any Adosia Ad not created by the Publisher that is copied, changed, or altered without prior written approval by Adosia will result in non-payment for the entire current Payment Cycle and may result in termination.
3.3 Requirements for Publisher Domains. Publishers of Domains shall be solely responsible for (i) managing its Advertiser exclusions or inclusions in the Adosia Publisher interface; and (ii) placing Plug-In Widgets on Adosia approved Publisher Domain(s), which placement shall be subject to the terms and conditions of this Agreement. Publisher agrees to use the Network IP for displaying Ads and agrees to not place more two (2) Plug-In Widgets per web page view.
3.5 Default Ads. Publisher acknowledges and agrees that Adosia may not be able to fill one hundred percent (100%) of inventory with paying and/or commissionable Ads. For each Publisher Domain, and upon written request from Publisher, Adosia may provide up to five (5) Publisher-defined default Ads (Publisher Backfill Ads) at no cost to Publisher expressly for this reason. Publisher-defined default Ads must adhere to the content guidelines outlined for all Adosia Advertisers as set forth in Section 2. Publishers found using default Ads that violate the content restrictions of this Agreement will be removed from the Network. Whenever Adosia is unable to deliver paying and/or commissionable Ads due to unavailability or when technical difficulties or User browser limitations require it, Adosia will display so-called 'house' Ads (Backfill Ads) on a Publisher Domain. Under no circumstances does Adosia guarantee to provide or deliver any percent fill of paid/commissionable Ads to a Publisher Domain. Similarly, whenever a visitor's browser does not support cross-domain ad delivery (ie, IE 7 and below) or technical errors arise, one static Backfill Ad will be displayed. This Ad may or may not be Publisher-defined. Default and Backfill Ads loaded in an unsupported, unapproved or temporarily disabled environment, from either Adosia or the Publisher Domain, will not count towards any payable statistic or payment. Whenever a Publisher Domain has installed a Plug-In Widget that delivers more than one (1) Ad per Ad Batch and Publisher has defined Publisher Backfill Ads which have been approved and activated by Adosia, and Adosia is unable to deliver enough paying and/or commissionable Ads to equal the size of the Ad Batch, that Ad Batch may include one or more Adosia defined Backfill Ads in addition to any Publisher Backfill Ads.
4.1 Licenses. Provided that Publisher complies with all provisions of this Agreement, Adosia hereby grants to Publisher a nonexclusive, limited, revocable license to use, execute, and display the Network IP solely for Publisher's performance of its obligations hereunder. Except for the limited license expressly granted in this Section, 4.1, nothing in this Agreement shall be construed as Adosia granting Publisher any right, title or interest in Network IP. Publisher acknowledges and agrees that Adosia owns all right, title and interest in the Network IP and in related intellectual and proprietary rights of any kind anywhere in the world. Publisher's use of the Network IP or the results created thereby, or disseminating or distributing the same, except as expressly permitted by this Agreement, is strictly forbidden and will result in the termination of this limited license and may result in Publisher being held liable under applicable law.
4.2 Intellectual Property Ownership. Subject to the limited licenses granted to Adosia and Publisher herein, each party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative or reverse engineered works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.
4.3 Data Ownership. Publisher understands that all data, including, but not limited to, personally identifiable information provided by Users in response to an Ad and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Adosia from such data is the sole and exclusive property of Advertiser and/or Adosia and is considered Confidential Information pursuant to this Agreement. Adosia and/or its Advertisers, in their sole discretion, shall have the right to use, market, and re-market the User(s) and/or data without further obligation to Publisher. Publisher shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or information, or any portion thereof, to any third-party nor benefit any third party, including without limitation, any such data or information for purposes of enhancing a User's profile. Unless otherwise agreed to in writing by the parties, any other use of such data or information is strictly prohibited. Publisher shall not transfer to Adosia any PII or any other User information subject to an opt-in approval by the User if such User has not granted Publisher the right to share such information with third parties.
5.1 Publisher Responsibility. The parties hereby acknowledge that Publisher is solely responsible for the method of dissemination of the Ad campaigns and that Adosia will not have any control over the method of dissemination and is relying entirely on these warranties made by Publisher. Publisher represents that it has paid all Publisher License Fees and Publisher covenants to timely pay any Publisher License Fees required to be paid during the term of this Agreement. Publisher further expressly agrees that it owns or has appropriate license to the content on its Publisher Domain(s), and any Publisher License Fees required for Publisher content are Publisher's obligation and not the obligation of Adosia. Publisher agrees and understand that Publisher is responsible for maintaining the confidentiality of passwords associated with any account Publisher uses to access the Services. Accordingly, Publisher agrees that Publisher will be solely responsible to Adosia for all activities that occur under Publisher's account. If Publisher becomes aware of any unauthorized use of Publisher's password or of Publisher's account, Publisher agrees to notify Adosia immediately at firstname.lastname@example.org.
5.2 Warranties. Publisher represents, warrants, covenants and acknowledges that (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (ii) for Publisher Domains, it will comply with all applicable federal, state and local laws and regulations including, without limitation, laws relating to advertising, the internet, privacy and unfair business practices; (iii) it will not engage in Prohibited Conduct; (iv) that Publisher is either an entity or at least 18 years of age on the effective date of this Agreement; and (v) that Adosia does not make any specific or implied promises as to the successful outcome of any Ad or campaign.
5.3 Mutual Warranties. Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.
6.1 Obligations. Internet consumer privacy is of paramount importance to Adosia, its subsidiaries, and its Advertisers and Publishers. Adosia is committed to protecting the privacy of Users, consumers, and Advertisers, and to do its part to maintain the integrity of the internet. Publisher therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement.
6.2 Privacy Requirements. Publisher must clearly and conspicuously post notice on its Publisher Domain(s) that is easy to understand and that (i) is in compliance with (a) all FTC Guidelines and any other applicable laws, rules and regulations with respect to online privacy; (b) the 2008 Network Advertising Initiative's Principles and the Network Advertising Initiative's Self-Regulatory Code of Conduct promulgated by the Network Advertising Initiative ("NAI"), as amended from time to time; and (c) the Digital Advertising Alliance's Self-Regulatory Principles for Online Behavioral Advertising, as amended which can be found at www.aboutads.info; (ii) identifies the nature and scope of the collection and use of data gathered by Publisher and its business partners and offers the User an opportunity to opt out from such collection and use of the data; and (iii) contains language materially similar to the following:
"We allow third-party companies to serve ads and/or collect certain anonymous information when you visit our web site. These companies may use non-personally identifiable information (e.g., browser type, time and date, subject of advertisements clicked or scrolled over, click stream information) during your visits to this and other websites in order to provide advertisements about goods and services likely to be of greater interest to you. These companies may use a cookie or third party web beacon to collect this information. To learn more about this behavioral advertising practice or to opt-out of this type of advertising, you can visit http://www.networkadvertising.org/."
7.1 Payment Rate and Terms. Adosia reserves the right to set minimum Ad campaign rates based on Ad category, and may be adjusted by individual Advertiser. Though the minimum Ad campaign rates may vary and adjust with market conditions, significant weight to individual Advertisers' campaign cost is factored into Adosia's Ad selection algorithms, so that Advertisers bidding higher for placement will likely achieve preferred placement and/or higher Ad delivery ("real-time bidding"). Publisher will be entitled to no less than 35% of the Ad campaign revenue generated from displaying Ads on the Publisher Domain(s) (Revshare Percentage). Publisher agrees and understands Revshare Percentage may vary based on advertising medium and other factors. Publisher will typically be paid within sixty (60) business days, but not more than seventy (75) days, after the end of any Payment Cycle. For any Publisher Domain, Publisher reserves the right to set minimum or Floor Prices (for any given standard ad unit size and revenue type offered by Adosia) that an Advertiser must be willing to pay in order to display their Ads on a Publisher Domain(s). Floor Prices are only applied to Ads delivered from the Adosia Network, and not from third-party ad network and exchange partners. Floor prices specified by Publisher represent the total unit sum an Advertiser must be willing to pay, and includes both the Publisher's and Adosia's share in revenue (ei. a Publisher setting a $3.00 cost per thousand impressions on Medium Rectangle Ads with a 50% / 50% revenue split between Adosia and Publisher would yield the Publisher no less than $1.50 per thousand payable or commissionable impressions delivered of a pay-per-impression Ad with dimensions consisting of 300 pixels by 250 pixels). Publisher must communicate in writing with Adosia any desired floor prices that should be applied to inventory supplied by third-party ad networks and exchanges.
7.2 Additional Payment Terms. Publisher shall not invoice Adosia; all Publisher invoices will be discarded. Publishers will be paid at the account level. All accounts will be settled in US dollars. No payment will be issued for any amount less than $100 ("Minimum Payment Threshold"). All unpaid earnings will rollover to the next pay period. Based on the Minimum Payment Threshold, any Publisher account that goes unpaid for six (6) months becomes subject to immediate payoff and dismissal from the Network. As a condition to Adosia's obligation to make payments hereunder to Publisher, Publisher must log into their account and provide (i) their mailing address and/or payment instructions; (ii) email address; and (iii) a completed and accurate W-9 or equivalent (for US-based Publishers) or a completed and accurate W-8 or equivalent (for non-US-based Publishers), which must be faxed to Adosia 800-887-7608. Failure to provide Adosia with a completed and accurate W-9 or W-8 as required and stated above will result in Adosia non-payment to Publisher. Adosia shall be entitled to withhold $35 for (i) any stop payment it is required to issue or (ii) for each wire transfer fee incurred. All payments are based on actuals as defined, accounted and audited by Adosia. Adosia may take legal action and reserves the absolute right to withhold payment from accounts for Publishers that violate any of the terms and conditions set forth in this Agreement.
7.3 Taxes. Any payments made under this Agreement do not include and are net of any government imposed garnishments (e.g. IRS, withholding tax, etc), foreign or domestic governmental taxes or charges of any kind that may be applicable to the sale, licensing, marketing or distribution of the Publisher Domain(s), including without limitation excise, sales, use, or value-added taxes; customs or other import duties; or other taxes, tariffs or duties. If required by applicable law or authorities, Adosia may reduce payments for revenue share, fees, or royalties by the amount of tax, duties, or fees for which Publisher is responsible hereunder, and pay such tax, duties, or fees to the appropriate authorities.
7.4 Calculation. Calculation of Publisher earnings, including Impressions, views and click through numbers, shall be in Adosia's sole discretion. In the event Publisher disagrees with any such calculation, Publisher shall immediately send a written request to Adosia detailing, with specificity, Publisher's concerns. Thereafter, Adosia will provide Publisher with an explanation or, if such calculations are determined by Adosia to be incorrect, an adjustment. Adosia's calculations shall be final and binding. In the event no adjustment is necessary, if so requested by Adosia, Publisher agrees to reimburse Adosia for its expenses in responding to Publisher's requests under this Section.
Publisher is solely responsible for any legal liability arising out of or relating to (i) Publisher's Publisher Domain(s), (ii) any material to which Users can link through on a Publisher Domain, and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any promotion conducted by Publisher, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such promotion to Users. Publisher shall indemnify, defend, and hold harmless Adosia and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively "Adosia Parties") harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees including in-house counsel time, court costs and witness fees) (collectively "Losses") incurred by, or imposed or asserted against, the Adosia Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) libel, defamation, violation of rights 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 Domain(s); (ii) any breach by Publisher of any duty, representation or warranty under this Agreement; (iii) any breach by Adosia of any duty, representation, or warranty to provide Ad(s) for placement on the Publisher Domain(s) due to any breach by Publisher of this Agreement; (iv) a contaminated file, virus, worm, or Trojan horse originating from the Publisher Domain(s); or (v) gross negligence or willful misconduct by Publisher.
9.1 Disclaimer of Warranties. THE NETWORK AND ALL SERVICES PROVIDED BY ADOSIA ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADOSIA MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. ADOSIA IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.
9.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ADOSIA BE LIABLE TO PUBLISHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADOSIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL ADOSIA'S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR ONE THOUSAND DOLLARS ($1,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADOSIA MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.
10.1 Termination. This Agreement, as may be amended, applies to Publisher for as long as Publisher distributes Ads in the Network. Adosia reserves the right to terminate any Publisher from the Network at any time, with or without cause.
10.2 Post-termination. Upon termination, Publisher agrees to immediately remove from the Publisher Domain(s) any and all Network IP supplied to Publisher by Adosia. Publisher will be paid, in the next scheduled payment cycle following termination, for all legitimate, non-fraudulently accrued, earnings due up to the time of termination.
Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). Adosia's Ad campaign rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated confidential by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty; or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by Adosia, Publisher must destroy or return to Adosia any Confidential Information provided by Adosia under this Agreement.
This Agreement is governed by the laws of the State of Arizona (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Phoenix, Arizona. The parties consent to such venue and jurisdiction, waive any right to a trial by jury, and agree to waive the personal service of any process upon them by agreeing that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the last address provided by Publisher. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.
This Agreement, including exhibits and addenda, contains the entire understanding of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by a written instrument signed by the parties either physically or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, Adosia shall have the right to change, modify or amend this Agreement, in whole or in part, by posting a revised Agreement at least five (5) days prior to the effective date of such change. Publisher's continued use of the Network after the effective date of the aforementioned change shall be deemed Publisher's acceptance of the revised Agreement.
Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to (i) for Adosia, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: CEO and General Counsel, 315 W. Elliot Road, Suite 107-495, Tempe, AZ 85284 USA (effective upon actual receipt); and, (ii) for Publisher at the email or physical address listed on its account (effective upon sending as long as Adosia does not receive an error message regarding delivery of the email) or five (5) days after mailing, whichever occurs first).
No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of Adosia. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Adosia and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party's prior written consent.
Publisher shall not release any information regarding Ad campaigns, Ads, or Publisher's relationship with Adosia or its Advertisers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Adosia. Adosia shall have the right to reference and refer to its relationship with Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual written consent of Adosia and Publisher.
Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of internet service providers, default due to internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.
Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party's right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
Definition of Terms:
"Ad" means the graphic or text file(s) provided by Adosia to Publisher to be displayed by Publisher on behalf of Advertiser and/or Adosia.
"Ad Batch" means a group of Ads loaded together on a Publisher Domain.
"Ad Credits" means the currency used to purchase ad campaigns on the Network.
"Adosia Code" means pixels, Intellectual Property, software or other computer code, and any deviations thereon, owned and provided by Adosia for use by Publisher.
"Adosia Websites" means all websites that are owned, operated or hosted by or on behalf of Adosia, including, without limitation, Adosia's branded websites at http://www.adosia.com and http://www.inf-ini.com
"Ad Targeting Options" means the set of parameters chosen by Advertiser to target the Services, including keywords, categories, target region, or Publisher Domain.
"Advertiser Network" means the aggregate of Advertisers that display Ads on the Publisher Network.
"Floor Prices" means the minimum prices, as defined for each Publisher Domain by a Publisher, that an Advertiser must pay for any given ad unit size or revenue type in order for that Advertiser's Ads to be displayed on a Publisher Domain. Floor Prices will only be enforced following a Publisher's manual specification of such floor prices.
"Impressions" means the number of times an Ad is served to, and received by, a User on a Publisher Domain as measured by Adosia.
"Intellectual Property" means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used by a party or which may be developed and/or used by it in the future.
"Network", also referred to as "Adosia Network", means the aggregate of individuals, entities and Websites within the Advertiser Network and Publisher Network.
"Network IP" means the Ads, Adosia Code and/or source code, and other Intellectual Property made available to Publisher in connection with its performance under this Agreement.
"Passback" meaning a script or HTML code that loads ads from third-party network.
"Payment Cycle" means a period occurring twice per month where total Publisher earnings are aggregated.
"PII" means personally identifiable information.
"Plug-In Widget" means the front-end Adosia Code which enables Ad tracking, Ad delivery and Ad placement on a Publisher Domain.
"Prohibited Conduct" means conduct, during the course of performance of this Agreement that is listed or related to the proscribed conduct listed in Section 2.
"Publisher Domain" means a virtual location on the internet that is designated by a unique URL that is under the control of Publisher. A Publisher Domain may be made up of one or more web pages and may be accessed by a User.
"Publisher License Fees" means all license fees and/or other fees required to be paid to third parties, for performance of Publisher's obligations or exercise of Publisher's rights hereunder, for the grant of the licenses hereunder, and for any other act by Publisher under this Agreement.
"Publisher Network" means the aggregate of third party Websites that display Adosia's Ads.
"Services" means the advertising and distribution services provided by Adosia pursuant to this Agreement.
"Spyware" means computer programs or tools that (i) alter a computer User's browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a User's reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a User's computer; (iv) send email through a User's computer without prior authorization; (v) open multiple, sequential, stand-alone Ads in the consumer's internet browser which cannot be closed without the User closing the internet browser or shutting down their computer; or (vi) other similar activities that are prohibited by applicable law.
"Subscription Ads" means ad impressions a Publisher has purchased from Adosia to deliver Publisher-defined Ads to that Publishers' Publisher Domains.
"User" means any actual person accessing the Publisher Domain(s).