Adtegrity.com Publisher Terms and Conditions Agreement
This Publisher Terms and Conditions Agreement (hereinafter the "Agreement") shall govern participation in the Adtegrity.com online advertising network (the "Network"). By participating in the Network, you are agreeing to be bound by this Agreement. The term "Publisher" shall refer to any individual or entity who accepts this Agreement by submitting the required information for approval ("Membership") in the Network and checking the "I Agree" checkbox. Publisher and Adtegrity.com hereby confirm their mutual agreement to the terms listed in this Agreement as of the date of the submission of Publisher's application. Upon approval, Adtegrity.com will provide to the Publisher advertising HTML codes ("Ad Codes") to allow the Publisher to serve advertisements on its approved websites. Publisher and Adtegrity.com are sometimes referred to below individually as "party" and collectively as "parties."
Relationship
- Publisher is an independent contractor under the terms of this Agreement. Publisher is not an agent, partner or employee of Adtegrity.com and its employees are not entitled to the benefits provided by Adtegrity.com to its employees. Nothing in this Agreement shall be construed to hold Adtegrity.com responsible for any worker's compensation, FICA, withholding tax, unemployment compensation, or any other payment for which the Publisher must provide or answer on behalf of its employees.
- Adtegrity.com and Publisher agree that Adtegrity.com holds all title and rights to the Ad Codes and all services and technology related to same and that no title or rights to same shall pass to the Publisher hereunder.
- Neither party may use, assign or display the trademarks, trade names or logos (the "Authorized Marks") in which the other party has rights for any purpose without the prior written approval of the other party. Each party acknowledges that the Authorized Marks of the other party are and shall at all times remain the property exclusively of the other party. However, Adtegrity.com does have rights during the duration of this contract, to use the website URL(s) for the Publisher on the Adtegrity.com website or in printed materials to promote their network and sell advertising.
Publisher Obligations
As a Publisher and participant in the Network you agree NOT to:
- generate traffic to your website utilizing any of the following methods: listings on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings, chat room postings;
- engage in any form of fraudulent traffic generating methods including: robots, spiders, auto-spawning browsers, auto reloading, meta refreshes or any other form of fraudulent and artificial traffic;
- receive traffic from websites that contain materials that are deemed offensive or illegal in nature. This includes but is not limited to, websites promoting or linking to gambling, mp3, warez, EMU, ROM, suggestive/provocative non-nude photos, videos, images or pornographic materials;
- change or alter the Ad Codes provided by Adtegrity.com in any way;
- place Ad Codes on pages of the following nature: blank pages with no content, pages that only contain advertisements. Furthermore, the Publisher agrees not to place Ad Codes on pages that are password protected;
- place Ad Codes on any root domain not specifically approved for membership within the Network;
- place Ad Codes on any web pages that launch more than one pop up or pop under window;
- place Ad Codes on web page which in any way exploit or undermine the effectiveness of the advertising campaigns associated with said Ad Codes. (Ad stacking (multiple ads placed on the web page for the purpose of generating excess impressions), banner farms, auto-refreshing of ads etc…).
Adtegrity.com Network Policies
As a publisher on the Adtegrity.com Network you acknowledge that:
- Membership in the Adtegrity.com Network is subject to prior approval by Adtegrity.com. Adtegrity.com reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause. Approval of membership in Adtegrity.com network is limited only to the specific root domain for which the Publisher has applied for approval;
- All additional URL's for which the Publisher wishes to run Ad Codes on must be approved prior to Ad Codes being placed on said URL's;
- Your account with Adtegrity.com will be monitored continuously by Adtegrity.com and the fraud protection facilities of both Adtegrity.com and Right Media. In the event Adtegrity.com or Right Media deems an account to have fraudulent activity of any kind your account will be immediately suspended until the issue is resolved.
- Adtegrity.com is the sole owner of all website, campaign, and aggregate user data collected by the Adtegrity.com Network. Advertisers have access only to website and aggregate user data that is collected as part of their campaign(s). Publishers have access only to campaign and aggregate user data that is collected through the use of their inventory.
Prohibited Content
Some content is strictly prohibited on the Adtegrity.com Network. Publishers may not place Adtegrity.com Ad Codes on sites that contain, link to or refer to the following content;
- Pornographic or nude images, graphics, descriptions or videos;
- Non-nude suggestive, titillating or provocative images, graphics, descriptions or videos;
- Materials with adult themes;
- Warez, torrents, or direct downloads of any kind of unlicensed content;
- Hacking, phreaking, or other topics of a questionable or illegal nature;
- Violent, hate or controversial images, graphics, descriptions or videos;
- Pages, widgets or frames that refresh ads automatically;
- Plagiarized content in whole or in part including design;
- Any other objectionable content at the sole discretion of Adtegrity.com.
Payment
- Adtegrity.com shall have the sole responsibility for calculation and reporting of all statistics, including impressions, leads, sales, clicks, and earnings reports. Eastern Time (GMT - 05:00) shall be the time period used for all traffic calculations. Adtegrity.com will post reports of all traffic resulting from the Publisher's Ad Codes on Adtegrity.com's network website for the Publisher to access. Publisher reports are not available in real time, but rather are delayed by 3 - 4 hours. Further, all reports are subject to adjustment by Adtegrity.com any time prior to official certification of numbers;
- All payments that are remitted to publishers will be generated solely from Adtegrity.com's certified reports. Publisher invoices will be used for reference numbers only and not for the purpose of publisher payout or discrepancy resolution;
- Adtegrity.com will pay the Publisher a percentage of the advertising revenue received by Adtegrity.com for advertising placed on the Publisher's website. Adtegrity.com will pay the Publisher only for months in which earned revenue exceeds $20.00 for the month. Revenue which is not paid to the Publisher in any month will be credited to the account of the Publisher and paid later, when accrued revenue exceeds $20.00. If the Publisher wishes to change this $20.00 limit, the Publisher can do so on the Adtegrity.com Network website. Adtegrity.com will make payments to the Publisher within 60 days after the end of the month (Net 60). The Publisher may choose to be paid by either check or by PayPal, and if the Publisher wishes to change the payment method, the Publisher can do so from their account. The Publisher agrees to keep the payment address and contact information in their account current;
- Publishers must complete, sign and return proper tax documentation in order for any payment to be remitted by Adtegrity.com. This applies to all publishers regardless of their country of residence or tax status. Adtegrity.com will not issue payment of any kind unless completed tax documentation is on file in our records for the publisher. If the publisher desires to be paid by PayPal, Adtegrity.com requires that the Adtegrity.com PayPal Authorization form be completed signed and returned to be eligible to receive payment. Adtegrity.com cannot and will not issue PayPal payments unless a completed Adtegrity.com PayPal Authorization form is on file in our records for the publisher.
Confidentiality and Non-Disclosure
Each party acknowledges that the other party may make available to it confidential information, including, without limitation the existence and terms of this Agreement; Ad Codes, software, programs, and other technology; and financial, marketing, and other business information. The parties agree that all such confidential information will be kept absolutely confidential during the duration of their relationship and for 10 years upon the termination of their relationship, and, in furtherance of this obligation, will take reasonable actions, including, without limitation, the following:
- Refraining from disclosing any such confidential information to any third party.
- Refraining from using such confidential information for any purpose other than the implementation of this Agreement.
- Disclosing such confidential information only to those of its employees who need to know the information in order for such party to meet its obligations under this Agreement.
- Implementing reasonable measures to ensure that none of its employees, agents, or other representatives discloses such confidential information to any third party.
The above obligations shall cease if a court of competent jurisdiction requires the disclosure of such information by a court Order, provided that the party whose information is to be disclosed was first given a reasonable opportunity to prevent the issuance of such Order or limit the scope of information covered by such Order.
Termination Without Cause
Adtegrity.com reserves the right to terminate Publisher's relationship with the Network without cause on 30 days' notice. Notice may be given by email and facsimile and will be deemed effective upon transmission. Upon receipt of such termination notice, the Publisher agrees to immediately remove the Adtegrity.com Ad Codes from its website(s).
Default
Adtegrity.com may terminate this Agreement without advance notice if Publisher breaches any term, condition, or provision of this Agreement. Such a termination will be effective immediately upon transmission of notice to Publisher by email and facsimile. Termination will result in the immediate forfeiture of Publisher to any right to funds otherwise payable to Publisher under this Agreement. If Publisher breaches any term, condition, or provision of this Agreement, Adtegrity may also, in addition to termination, exercise all legal and equitable remedies at its disposal, including, without limitation, filing suit to recover any damages incurred, including, without limitation, lost profits, damages to goodwill or business reputation, and consequential and incidental damages. If Publisher breaches any term, condition, or provision of this Agreement, Publisher agrees that it will reimburse Adtegrity.com for any attorneys' fees and other legal costs incurred as a result, including post-judgment fees and costs, including, without limitation, those incurred in an attempt to collect a judgment or litigate on appeal.
Publicity
Adtegrity.com shall have the right to reference and refer to its work for, and relationship with, the Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Adtegrity.com and the Publisher.
Assignment
The Publisher may not assign this Agreement, in whole or in part, without prior written consent from Adtegrity.com. Any attempt to assign this Agreement without such consent will be null and void.
Integration; No Oral Amendments
This Agreement contains the entire understanding of the parties with respect to its subject matter, and completely integrates all prior agreements and negotiations, written and oral. This Agreement cannot be amended except by a writing signed by an authorized representative of both parties.
No Waiver
If Adtegrity.com does not take action to address a breach by Publisher of this Agreement, such omission or delay will not constitute a waiver of its right to do so, and will not constitute a waiver of any future similar or other breach of Publisher.
Dispute Resolution Forum
If a dispute arises between the parties with respect to the subject matter of this Agreement, and one party wishes to file a claim to initiate litigation ("Claim"), the parties agree that any such Claim must be filed in a court of competent jurisdiction in Grand Rapids, Michigan. Publisher consents to the courts of Michigan, state and federal, exercising personal jurisdiction over it in connection with such dispute.
Period of Limitations
Publisher agrees that if it wishes to file a Claim, it must do so within 1 year of the event giving rise to the Claim or the Claim will be forever barred.
Force Majeure
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, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Severability
The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions of this Agreement.
Limitation of Liability
In no event will Adtegrity.com be liable for consequential, incidental, special, or punitive damages of any kind, including, without limitation, any damages related to lost profits, lost data, loss of use, or damage - perceived or real - to reputation or goodwill. Adtegrity.com will not be liable 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 Adtegrity.com or the Internet, b) delays in delivery and/or non-delivery of advertisements, including, without limitation, difficulties with a client, difficulties with a third-party server, or electronic malfunction. Adtegrity.com will not be liable for any errors or omissions of any kind. Publisher's sole remedy is limited to any earned but unpaid fees.
Warranties
ADTEGRITY.COM DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE OF AD CODES OR ANY OTHER TECHNOLOGY OR SERVICES PROVIDED BY ADTEGRITY.COM, OR ANY OUTPUT OR RESULTS THEREOF. ADTEGRITY.COM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan.
Notices
Any notices required by this Agreement must be transmitted by email and facsimile to the following:
If to Adtegrity:
Scott Brew
Adtegrity.com, Inc.
5910 Tahoe Drive
Grand Rapids, MI 49546
Scott@Adtegrity.com
616-285-9156
and
Todd Morris
Adtegrity.com, Inc.
5910 Tahoe Drive
Grand Rapids, MI 49546
todd@adtegrity.com
616-285-9156
If to Publisher:
To the individual at the email address and facsimile number appearing on Publisher's Application.
Such notices will be deemed given upon transmission of both the email and facsimile communications, unless the receiving party proves by clear and convincing evidence that neither was received through no fault of the receiving party or its equipment.
The names of the recipients and/or their email and facsimile numbers may be changed by providing the other party with notice as provided in this section of the Agreement.
#201228 v3
