These Web Publisher Terms and Conditions (the "Terms and Conditions") shall govern your participation in the AdIntegral Publisher Network ("AdIntegral "). You will be referred to here in as the "Publisher".
"Above the fold" means Advertisements and content that is viewable without scrolling at a minimum of 800x600 screen resolution when a Web page(s) or window loads.
"Ad Tags" means JavaScript and/or html code that a Publisher hard codes on their web pages or implements in an ad server that are used to serve Advertisements.
"Advertisements" mean graphical, digital, interactive and rich forms of media, including, without limitation to, banners, buttons, boxes, skyscrapers and any other Standard IAB Units, text, brand wraps and surveys, skins, podcast, video, mobile and any other customized online Advertisements served byAdIntegralor a third-party partner.
"Contact Information" means Publisher name, email address, phone number, mailing address, payment profile, and tax information.
"Cookies" mean chunks of data created by a Web server, delivered through a Web browser, and stored on a user's computer. They provide a means to track a user's Web preferences, online patterns, characteristics, and identify the user as a return visitor in the delivery of Advertisements.
"Impression Count" means each instance that a single Advertisement is rendered for display on a web page, as measured by AdIntegralor third party ad serving technology.
"Inventory" means the space(s) on a web page, window or segments in a podcast, video or mobile application in which Advertisements may be displayed, and is made available to AdIntegralon Publisher Domain(s) or other application under these Terms and Conditions.
"Membership" means Publisher participation in AdIntegraland the service through which AdIntegral may serve advertisements to Publisher Domain(s).
"Net Revenue" means revenues generated from AdIntegral advertiser campaigns placed on the web pages of approved Publisher Site(s), as determined by AdIntegral's internal ad servers, less fees related to the serving and delivery of Advertisements, charge backs, bad debt, and agency fees, as reported through the Publisher Interface.
"Party" or "Parties" means the legal entities subject to these Terms and Conditions, respectively (i) the member Publisher and (ii) Exponential Interactive, Inc., owner and operator of the AdIntegral Publisher Network.
"Publisher Domain" means a collection of related web page(s) where the web page URL is specified by a particular web domain name(s).
"Publisher Interface" means AdIntegral's system and service through which a Publisher manages individual sites.
"Publisher Site" means a publisher web property that represents a number of related Publisher Domains.
"Standard IAB Units" means those IAB units supported by AdIntegral and served via Ad Tags that are available through the Publisher Interface.
"Tags" means AdIntegral JavaScript and/or HTML code that a Publisher hard codes on their Publisher Domains or implements in an ad server. Tags may be used for multiple purposes, including serving Advertisements and tracking Inventory quality across all Publisher Domain(s) to enhance monetization and optimization of AdIntegral Advertisements on Publisher Site(s) or providing insights and analytics.
Membership in AdIntegral is subject to prior approval by AdIntegral. AdIntegral reserves the right to refuse or terminate service to any Publisher. Publisher must obtain approval for each Publisher Domain on which Ad Tags are to be placed. Acceptance of one or more Publisher Domain(s) shall in no way guarantee acceptance of any additional Publisher Domain(s) owned or operated by Publisher.
In order to be eligible for Membership in AdIntegral, Publisher Site(s) must at all times remain complaint to AdIntegral Code of Conduct. Should any provision of the Code of Conduct be in conflict with these Terms and Conditions, the latter shall prevail.
Publisher shall be responsible for placing AdIntegral Ad Tags on approved Publisher Domain(s) in a manner that allows verification of the URL of the web page. and in compliance with these Terms and Conditions. Publisher will make the Inventory available to AdIntegral in AdIntegral's Standard IAB Units as described in these Terms and Conditions or as may be updated by AdIntegral from time to time. AdIntegral Advertising Guidelines are available to Publisher via the Publisher Interface.
Publishers may place any Standard IAB unit on Publisher Domains via Ad Tags that are made available in their AdIntegral account. Any Inventory made available to AdIntegral can be offered to advertisers at AdIntegral's discretion. Publisher may place no more than one (1) leaderboard (728x90) ad above the fold. For purposes of clarification, this means that if an AdIntegral leaderboard ad is placed on a page, no other leaderboard or banner ad may appear above the fold on that same page. Publisher may place no more than one (1) skyscraper (160x600) and one (1) rectangle (300x250) ad unit on any given page.
Ad Tags are to be placed on approved Publisher Domains only. Publisher is prohibited from modifying, or causing to be modified, AdIntegralAd Tags.
Placing Ad Tags on non-approved Publisher Domains is specifically prohibited by these Terms and Conditions and will result in immediate removal of the Publisher from AdIntegral, and non-payment of any and all amounts due Publisher. Publisher understands that the placement of Ad Tags on non-approved Publisher Domains may result in monetary and reputational harm to AdIntegral. Therefore, Publisher acknowledges and agrees that, in the event that Ad Tags are placed on any unapproved domain, AdIntegral shall be entitled to seek immediate injunctive relief, and Publisher will be liable to AdIntegral for compensatory damages related to any lost revenue, loss of brand value or any other consequence resulting from such unauthorized use of Ad Tags.
AdIntegral shall provide Publisher with online reporting detailing the placement, inventory, and earnings of Advertisements or offers on Publisher Site(s) through the Publisher Interface. AdIntegral's inventory counts and earnings shall be the sole source of measurement with respect to campaigns run on Publisher Site(s) and payments to be made to Publisher here under. AdIntegral makes no guarantee that it will fill 100% of the advertising Inventory on the Publisher Site(s) with paying Advertisements.
Any suspected discrepancies must be reported by Publisher within 30 days. Reasonable efforts will be made to resolve discrepancies, provided, however, that any resolution will be at AdIntegral's discretion and will be final.
AdIntegral will pay Publisher a revenue share equal to fifty-five percent (55%) of Net Revenue.
Payments are made in U.S. dollars except in instances where the Publisher has elected a wire transfer or International ACH payment method, for which Publisher agrees to pay applicable fees. Revenue share payments shall be paid forty-five (60) days following the end of each calendar month provided, however, that no payment will be issued to Publisher in any month where total accumulated amounts due to Publisher do not equal the greater of Fifty Dollars ($50) or the minimum amount set forth by Publisher. Any monthly balance less than the minimum payment withdrawal amount will accumulate until such month in which the total accumulated amount due to Publisher reaches the minimum payment withdrawal amount. Any dispute regarding a payment from AdIntegral here under must be submitted to AdIntegral in writing within 30 days following the end of the month in which such inaccuracy is believed to have occurred.AdIntegral will make commercially reasonable efforts to resolve reported in accuracies fairly. Resolution is at AdIntegral's sole discretion and all resolutions are final.
If AdIntegral pays Publisher by check, Publisher must cash such payment within one hundred and eighty days of the date of the check, otherwise such check will be null and void and publisher waives all rights and claims to such payment.
AdIntegral is required by law to collect certain tax with holding information for all Publishers (US and international). Publishers must submit this information upon activation of their account with AdIntegral. The accuracy and completeness of the tax information provided is the sole responsibility of the Publisher. No payments will be made to Publishers until all required tax or other information has been provided. Publisher shall be responsible for all taxes related to income received through AdIntegral.
Publishers in AdIntegral Network shall be required to maintain a privacy policy, readily available on the "homepage", which (i) complies with all applicable laws and regulations, (ii) includes a clear statement notifying users that Advertisements displayed on Publisher's Domain may be delivered through one or more third party advertising networks which may utilize cookie technology in connection with the delivery of such Advertisements.
Publisher understands that AdIntegral collects non-personally identifiable data in connection with Tags placed on Publisher Domain(s). To the extent that AdIntegral collects any user information and data in connection with Tags placed on Publisher Domain(s), such user information and data shall be owned by AdIntegral. AdIntegral and/or its Advertisers, in their sole discretion, shall have the right to market and re-market information about users or data without further obligation to Publisher. AdIntegral shall have the right to use such user information and data for any purpose which is not inconsistent with the AdIntegral Privacy Policy, which can be found here.
Not with standing anything to the contrary contained here in, except for the limited license rights expressly provided here in, AdIntegral and its advertisers have and will retain all rights, title and interest in and to the Advertisements and the service and all copies, modifications and derivative works thereof. Publisher acknowledges that it is obtaining only a limited, non-transferable, non-exclusive license right to display the Advertisements and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to Publisher under these Terms and Conditions or otherwise.
Either party may terminate their relationship at any time or for any reason upon written notice to the other party, provided, however, that Publisher shall be obligated to fulfill any site-specific advertising campaigns configured to run on Publisher Site(s) prior to such termination. AdIntegral shall be released from all outstanding payment obligations in the event that these Terms and Conditions are terminated by AdIntegral due to a breach by Publisher. Upon termination, Publisher shall promptly remove all Ad Tags from Publisher Domains. Not with standing anything else herein, AdIntegral may suspend Publisher's account immediately without notice in the event of any breach of these Terms and Conditions by Publisher.
Upon termination of the parties relationship, AdIntegral shall cease all use of the Publisher Marks.
Notices to AdIntegral may be sent via email to support@adintegral.com. It is the sole responsibility of the Publisher to maintain updated and accurate Contact Information in the Publisher Interface through which AdIntegral will respond to such notices or give notice to Publisher.
Both parties understand and acknowledge that, during the performance of these Terms and Conditions, each party may be required to disclose to the other certain information which the disclosing party regards as proprietary or confidential. As used herein, the term "Confidential Information" shall include (i) trade secrets, business plans, strategies, and methods, (ii) computer system architecture and network configurations, (iii) all information obtained through the Publisher Interface, including, but not limited to, payment amounts received by Publisher hereunder, and (iv) any other information relating to the disclosing party that is not generally known to the public, including information about the disclosing party's personnel, products, customers, financial information, marketing and pricing strategies. Each party may use Confidential Information disclosed to it only in connection with its performance hereunder, and not for any other purpose. Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of the receiving party, (ii) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of these Terms and Conditions by the receiving party, (iii) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party, (iv) the receiving party had in its possession prior to the date of disclosure by the disclosing party, or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
Publisher represents and warrants that: (i) it has all necessary rights and authority to enter into the relationship that is the subject of these Terms and Conditions and to perform its obligations hereunder, (ii) if an individual, he/she is at least eighteen (18) years of age; (iii) at all times during the term of its relationship with AdIntegral, Publisher will conduct its business and fulfill its obligations hereunder in compliance with all applicable laws, rules and regulations including but not limited to the COPPA Act of 2000 and the CAN-SPAM Act of 2003.
AdIntegral represents and warrants that (i) it has all necessary rights and authority to enter into the relationship that is the subject of these Terms and Conditions and to perform its obligations hereunder, and (ii) will at all times during the terms of its relationship with Publisher, conduct its business and fulfill its obligations hereunder in compliance with all applicable laws, rules and regulations.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, OR OTHER INDUCEMENTS, EXPRESS OR IMPLIED. SERVICES PROVIDED BY AdIntegral HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE". PUBLISHER ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICES PROVIDED BY AdIntegral HEREUNDER MAY BE SUBJECT TO OCCASIONAL SERVICE INTERRUPTION. AdIntegral SHALL NOT BE RESPONSIBLE FOR DELAYS OR SERVICE INTERRUPTIONS CAUSED BY ACCIDENT, ACT OF NATURE, SYSTEM FAILURE, GOVERNMENT OVERSIGHT OR OTHER CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. AdIntegral MAKES NO REPRESENTATION OR WARRANTY AS TO PERFORMANCE, SERVICE UP-TIME OR RESULTS.
Publisher is solely responsible for the all content appearing on Publisher Domains and shall hold AdIntegral, its officers, directors, affiliates, employees, agents, representatives and advertisers harmless from and against any and all third party claims, demands, liabilities, expenses, losses and damages (including reasonable attorney's fees) resulting from or related to: (i) content on or the operation of Publisher Domains (other than unmodified Advertisements or other content provided by AdIntegral hereunder), (ii) Publisher's breach of these Terms and Conditions, (iii) infringement or violation by Publisher or users of the Publisher Domains of any intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity or any other intellectual property right, or (iv) Publisher's violation of any law or regulation, including but not limited to the CAN-SPAM Act of 2003 and the COPPA Act of 2000, and/or any privacy law, rule or regulation, or (v) Publisher's violation of Section 4 of these Terms and Conditions.
AdIntegral shall hold Publisher, its officers, directors, affiliates, employees, agents and representatives harmless from and against any and all third party claims, demands, liabilities, expenses, losses and damages (including reasonable attorney's fees) resulting from or related to: (i)AdIntegral's material breach of these Terms and Conditions, (ii) infringement or violation by AdIntegral of any intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity, (iii)AdIntegral's violation of any privacy law or regulation.
EXCEPT FOR THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 16 ABOVE, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP SET FORTH HEREIN. IN NO EVENT SHALL AdIntegral's TOTAL LIABILITY HEREUNDER EXCEED THE FEES PAID TO PUBLISHER HEREUNDER FOR THE MONTH IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM.
AdIntegral reserves the right to change or alter the services and technology it provides Publisher and/or these Terms and Conditions, except for the payment provision set forth in section 6 above. Any material change to the AdIntegral services and any change to these Terms and Conditions will be clearly posted on AdIntegral's website and communicated to Publisher through AdIntegral's Publisher Interface. Continued participation in AdIntegral following notice of such change shall constitute Publisher's consent to be bound by such amended Terms and Conditions.
These Terms and Conditions will be governed by the laws of the England, UK without regard to its conflicts of law provisions.
Publisher hereby grants to AdIntegral a limited, non-transferable (except as provided for herein), non - exclusive license, during the term of Publisher's participation in AdIntegral, to use and display the trademarks and logos associated with the Publisher Domains (the "Publisher Marks") for the purpose of listing and promoting the Publisher as a member of AdIntegral in connection with marketing to and communication with potential advertisers.
The parties hereto are independent contractors and nothing contained herein or done in performance of these Terms and Conditions shall constitute either party as the agent or employee of the other party or constitute the parties as partners or joint ventures.
Publisher may not assign or otherwise transfer, whether voluntarily or by operation of law, any of the rights or obligations contained herein without the prior written consent of AdIntegral. AdIntegral may transfer or assign its obligations under these Terms and Conditions without Publisher's consent in connection with the sale, transfer or reorganization of its business.
These Terms and Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersede any prior proposals, agreements and/or representations between the parties.
The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which will remain in full force and effect.
Publisher consents and agrees that the use of a key pad, mouse or other device to select an item, button, icon or similar action while using any AdIntegral service, or in accepting or making any transaction regarding any agreement, including the Terms and Conditions and the Code of Conduct, constitutes the signature, acceptance, and accord of Publisher as if actually signed by Publisher in handwriting. Further, Publisher agrees that no certification authority or other third party verification is necessary to the validity of Publisher's electronic signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of Publisher's electronic signature or any resulting agreement between Publisher and Exponential Interactive, Inc.
ADINTEGRAL CODE OF CONDUCT
AdIntegral requires that all Publishers maintain strict compliance with this Code of Conduct.
Specific Publisher Representations and Warranties. If any claim is made, or any action or proceeding is instituted against AdIntegral that alleges or is based upon or arises out of Publisher's breach of any representation, warranty or obligation arising under this Code of Conduct, Publisher shall indemnify and hold AdIntegral harmless from all damages, awards, costs and expenses (including reasonable attorneys' fees) associated there with. Such indemnity is in addition to any other indemnity (either in the AdIntegralWeb Publisher Terms and Conditions or otherwise) made by Publisher.
Publisher represents and warrants that the following are and shall remain true and correct at all times during Publisher's membership in AdIntegral:
Prohibited Content. The following categories of content may not appear on the Publisher Domain(s), nor link to content that contains any of the following content:
Prohibited Actions.Publisher will not:
Discretionary Publisher Domain(s). Publisher Domain(s) containing any of the following are prohibited unless approved in advance by the Company.
Publishers in AdIntegralmust agree to the following Terms and Conditions:
SCHEDULE A
Mandatory Terms and Conditions
Barred Content
any of the types of Inventory defined below are classed as Barred Content.
Changes.AdIntegral reserves the right to update, change, revise, modify, and supplement the information within the AdIntegral Code of Conduct at any time. Publisher will be notified when changes to the Code of Conduct are made and the full Agreement and Code of Conduct will be available in the Publisher Interface. Please check these terms periodically for changes. Date of the latest change will be indicated. Publisher's continued participation in AdIntegral following the posting of such changes to the Code of Conduct will constitute Publisher's acceptance of any such changes. If a Publisher elects to discontinue consent after any changes to the AdIntegral Code of Conduct, it is the Publisher's responsibility to terminate the relationship and remove their AdIntegral Ad Tags from Publisher Domain(s).
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