- Acceptance of Terms
Your use of Adcovery Limited (“Adcovery,” “our,” “we”) websites as well as any of the services, Software (as defined below) or products that may be offered on or through our websites or on or through the websites of third parties from time to time (collectively, the websites, the services, the Software and/or the products are hereinafter referred to as the “Services”) are at all times subject to the following Terms of Service (these “Terms”). These Terms represent the entire agreement between Adcovery and you, (hereafter “you,” “your,” “User”, “you”). By accessing the Services you agree to be bound by these Terms. These Terms include Adcovery’s conditions for suitable use of the Services, which also outlines your obligations and restrictions when using the Services provided by Adcovery.
- Modification of Terms
At any time and without notice to you, we may modify these Terms by posting revised Terms on our websites. Your use of our Services constitutes your unconditional and binding acceptance of these Terms, including any amendments, revisions, alterations, modifications and/or supplements that we make from time to time in accordance with the provisions of hereof. You should regularly review these Terms to ensure your continued compliance therewith.
The Services are available only to individuals who are at least 18 years of age, whether acting on their own behalf or as an authorized employee or representative of a corporation or other entity. If you do not so qualify, or you do not agree with any of the Terms, you should not access the Website or use any of the Services provided by Adcovery. You may use the Services and Website only in full compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations.
- Description of Service
Included in the Services are recommendations for news articles, graphics, photographs, images, illustrations, software, audio clips, games and video clips (hereafter “Content”) on third-party websites and applications (hereafter “Publishers”) that are accessible to you. All or a portion of the recommendations consist of Content that our customers (hereafter “Advertisers”) pay us to promote. These recommendations generate revenue for Adcovery and its Publishers from Advertisers selected by Adcovery in its sole discretion. You acknowledge and agree that our Content includes, among other things, product reviews, endorsements, and advertisements. It also includes information about products and services offered by parties other than Adcovery, such as product descriptions, specifications, pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the Content, and you may not rely on any of this Content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our Services, if any. You acknowledge and agree that you may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content or being exposed to such content. We have the right, without obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.
- Usage License
Subject to these Terms and your compliance therewith, Adcovery hereby grants you a limited, non-transferable, non-sublicensable, non-assignable, non-exclusive license to use the Services, including any application program interface or software code (hereafter “Software”) that we may make available to you as part of the Services and any subsequent updates, upgrades and new versions thereto. Such license shall include the right to use Adcovery intellectual property rights associated with or related to use of the Software or other matters solely related to appropriate use of the Services as set out in these Terms. The Software may only be used in connection with the Services and in accordance with these Terms and for no other purpose. Adcovery reserves the right to add, modify, remove or amend all or any portion of the Services in any way at any time in its sole discretion, without notice. You acknowledge and agree that Adcovery has no obligation to make available to you any subsequent versions of the Services. Adcovery reserves the right to terminate your license to use the Services at any time and for any reason without prior notice or liability incurred.
- Intellectual Property Restrictions and Rights
Unless clearly and explicitly identified under these Terms, you may not transfer, sell, assign, sublicense, act as a service bureau, copy, duplicate, rent, lease, sell, franchise, disassemble, reverse engineer or decompile (except to the limited extent authorized by applicable statutory law), modify or alter any part of the Services. If you pursue any of the foregoing restrictions in any way, you agree that Adcovery shall own all right, title, equity and interest relating to any and all inventions, data, works of authorship, derivative works, designs, research, ideas, and intellectual property, invented or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Services in whole or in part. You hereby agree to make all assignments necessary, in a timely manner, to accomplish the foregoing ownership. You acknowledge and agree that all right, title and interest in and to the Services, all data and information generated thereby and all intellectual property rights therein shall at all times remain the sole and exclusive property of Adcovery and are protected by applicable intellectual property laws and treaties. All data and other information related to the Services on any website shall be the sole property of Adcovery. You acknowledge that you do not acquire any ownership rights of the data collected by Adcovery.
- Third-party websites, products, and services.
- Restrictions and Conditions of Use
As a condition of use, you acknowledge and agree that you may not use the Services for any purpose not reasonably intended by Adcovery. You agree not to license, create derivative works from, transfer, franchise, sell or re-sell any information, content, software or services obtained from the Website. Adcovery reserves the right to add or remove information, Content or Services from the Website at any time at its sole discretion.
You agree that you will not, in connection with your use of the Website, Software or the Services, violate any applicable law or regulation. Without limiting the foregoing, you agree that you will not make available through the Software, Website and/or Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
Notwithstanding anything to the contrary, you may not: (a) remove any proprietary notices from the Services or any copy of the Software; (b) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or the Services; (c) sell, assign, rent, lease, act as a service bureau, or grant rights in the Software or Services, including, without limitation, through sublicense, to any other entity without the prior written consent of Adcovery; or (d) make any false, misleading or deceptive statement or representation regarding Adcovery and/or the Software or Services.
You may not connect to or use the Website and/or Services in any way not expressly permitted by this Agreement. Without limiting the foregoing, you agree that you will not: (a) institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Website and/or Services or otherwise attempt to disrupt the Website and/or Services or any other person’s use of the Website and/or Services; (b) attempt to gain unauthorized access to the Website, Services, accounts registered to Publishers or Advertisers, or the computer systems or networks connected to the Website and/or Services; (c) use the Website and/or Services for any illegal or unauthorized purpose; (d) use the Website and/or Services to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Adcovery user; (e) use the Services with the intention of artificially inflating, deflating or altering the Services, including by way of creating separate user accounts for the purpose of artificially altering Adcovery’s services; artificially inflating clicks on Advertisements or participating in any other organized effort that in any way artificially alters the results of the Services.
Furthermore, you may not use the Website or Services to develop, generate, transmit or store information, including any content that, or use the Services on any website, that: (a) is defamatory, harmful, abusive, obscene or hateful; (b) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Website and/or Services; (c) performs any unsolicited commercial communication not permitted by applicable law; (d) constitutes harassment or a violation of privacy or threatens other people or groups of people; (e) is harmful to children in any manner; (f) violates any applicable law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding Adcovery and/or the Software, Website or Services; (h) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); (i) displays adult, obscene, pornographic, libelous, infringing, abusive or defamatory content; (j) participates in, or encourages participation in, illegal activities; (k) promotes hate or discrimination; or (l) facilitates the sale of firearms or illegal drugs; (m) impersonate another person or otherwise misrepresent your affiliation with a person or entity or conduct fraud; (n) interfere with the proper working of the Services. Adcovery may remove any Content from the Website and Services for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time.
Except as provided in this Agreement, you agree that you will not use the Software, the Website or the Services for any commercial purpose or the benefit of any third party or charge any person, or receive any compensation for, the use of the Software, the Website or Services.
You agree that you will not (a) obtain or attempt to obtain any information from the Services, including without limitation email information of other account holders or other Software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Software or the Services, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Software, the Website or the Services.
- Trademarks and Copyrights
Adcovery, and other Adcovery marks, graphics, logos, designs, page headers, button icons, scripts, and service names comprise registered and unregistered trademarks, service marks and trade dress of Adcovery in the U.S. and/or other countries (the “Adcovery Marks”). Other trademarks, service marks and trade names used on the Services are the property of their respective owners. Without Adcovery’s prior written authorization, you agree not to display or use in any manner the Adcovery Marks outside the intended use of the Services as set out in this Agreement. You acknowledge and agree that all materials published on or through our Services are protected by applicable copyright and/or trademark law. If you would like to request permission to use any of the Content, please contact Adcovery at [email protected].
- Warranty Disclaimer
You acknowledge and agree that the Services may contain, or direct users to websites or content containing, information that some people may find offensive or inappropriate. Adcovery makes no representations concerning the Content contained in or accessed via the Services, and will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via the Services.
THE SERVICES, THE WEBSITE AND THE SOFTWARE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT REQUIRED BY APPLICABLE LAW, Adcovery AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES. INCLUDING WITHOUT LIMITATION THE CONTENT, THE WEBSITE AND THE SOFTWARE COMPRISING ALL OR A PART OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. Adcovery DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICES, THE WEBSITE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
THE SERVICES AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SERVICES AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You hereby agree to indemnify, defend and hold Adcovery and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “Adcovery Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any Adcovery Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of (i) your use of our Services; (ii) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you; (iii) the content, the quality, or the performance of content that you submit to our sites; (iv) your connection to our Services; (v) your violation of these Terms; or (vi) your violation of the rights of any other person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
- Additional Terms.
Some of our Services may be subject to additional posted terms and/or conditions. Your use of those Services is subject to those additional terms and/or conditions, which are hereby incorporated into these Terms by reference. In the event of any conflict or inconsistency between these Terms and any additional posted terms and/or conditions, the provisions of the additional terms and/or conditions shall control.
- Communications to You.
You understand and agree that our Services will include advertisements and that by utilizing our Services, you agree to receive such advertisements. You further understand and agree that our Services may include communications from us or from our partners to you and that these communications are considered part of the Services. Your continued use of the Services shall be deemed your acceptance of these communications. You further understand and agree that you will not be able to opt out of receiving these messages, except as provided by applicable law and/or these Terms. These communications may be made using whatever information you may provide to us from time to time, including, without limitation, e-mail addresses.
- Registration for Use of our Service.
In some cases our Services may require registration prior to use. If we request registration information from you, you will provide us with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If we issue you a password, you may not reveal it to anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
- Termination, Suspension and Other Rights of Adcovery.
(a) We at all times have the right, without obligation, to take certain actions with respect to our Services and your use of our Services in our sole and absolute discretion at any time and for any reason without giving you any prior notice, including, without limitation, the right to (i) terminate, suspend, or otherwise restrict your access to all or any part of our Services; (ii) remove, refuse, or move any material that you submit to our Services for any reason; (iii) remove, refuse, or move any content that is available on or through our Services; (iv) deactivate or delete your accounts, if any, and all related information and files in your account; and (v) establish general practices and limits concerning use of our Services.
(b) You agree that under no circumstances whatsoever will we be liable to you or any third party for taking any of the actions set forth in Section 16(a) above for any reason or no reason at all. You further agree to refrain from bringing any action against us for our taking any of the actions set forth in Section 16(a) above for any reason or no reason at all.
Adcovery may elect to resolve any controversy or claim arising out of or relating to these Terms or our Services by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in New York, New York, necessary to protect the rights or the property of you or Adcovery (or its agents, suppliers, and subcontractors), pending the completion of arbitration.
- Copyright Infringement
Adcovery respects the intellectual property of others, and asks its users, advertisers, licensors and service providers to do the same. If you believe that your work has been copied and is accessible on or through the Services in a way that constitutes copyright infringement, please contact [email protected] for instructions on how to report copyright infringement to Adcovery.
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our websites or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting [email protected]
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our websites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Adcovery and govern your use of our Services, superseding any prior agreements that you may have with us.
These Terms shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in New York, New York if seeking interim or preliminary relief or enforcement of an arbitration award.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.
The Advertiser and the Site’s user shall control the Advertisement Campaign via the ADCOVERY Dashboard subject to these TOS, this Agreement and any and all applicable Insertion Order(s). Within the ADCOVERY Dashboard and/or applicable Insertion Order(s) the Advertiser and the Site’s user shall decide the duration of the Advertising Campaign Term, the monetary amount allocated towards the Advertising Campaign Budget, and other key performance indicators of the Advertising Campaign Specifications. The Advertiser and the Site’s user shall provide the Advertisement or the Content via the ADCOVERY’s account manager within a reasonable time but at least three (3) days prior to the beginning of the Advertising Campaign Term or the agreed upon date of Placement. The Advertiser may ONLY change the submitted Advertisement or Content ONLY after prior review and approval by the Advertising Platform once the Advertising Campaign Term commenced. The Advertiser may modify the Advertisement Campaign, the Advertising Campaign Budget, the Advertising Campaign Specifications, and the Advertisement Campaign Term for a particular month, a portion of a month, or on a going-forward basis via an ADCOVERY’s account manager ONLY after prior review and approval by the Advertising Platform once the Advertising Campaign Term commenced. However, the Advertiser acknowledges that the Advertising Platform shall have a reasonable amount of time not exceeding three (3) business days to implement such changes. The Advertiser or the Site’s user agrees that the Advertising Platform does not guarantee how often it will Recommend any Advertisement or Content or that the number of Impressions during any period will fully exhaust the Advertising Campaign Budget. The Advertising Platform shall Recommend the Advertiser’s or the Site’s user’s Content or Advertisement on the ADCOVERY Network until the Fees payable to the Advertising Platform under the Advertisement Campaign reaches the Advertisement Campaign Budget set by the Advertiser or the Site’s user via the ADCOVERY Dashboard or any application Insertion Order(s).
Payment terms – Advertisers
The Advertiser shall pay the Advertising Platform the Fees for each individual Advertising Campaign. The Advertiser or the Site’s user must select a wire transfer payment method. The Advertiser or the Site’s user undertakes to make a prepayment before the beginning of an Advertising Campaign. If the Fees do not reach the Advertising Campaign Budget, the Advertiser may only extend the Advertising Campaign Term, replace or add new Content or Advertisement to complete the Advertisement Campaign, and/or obtain reimbursement for all unused funds from the Advertising Platform within thirty (30) days after the completion of the Advertising Campaign Term. The Advertiser or the Site’s user acknowledges and agrees that the Advertising Platform shall never be liable for the Content or the Advertisement which was not Recommended on the ADCOVERY Advertising Network. The Advertiser shall provide written notice to the Advertising Platform within thirty (30) calendar days of the receipt of the Final Report if the Advertiser intendeds to dispute in any way any portion of such report. This written notice has to clearly indicate the portion of the report disputed and has to be accompanied with adequate supporting evidence sufficiently detailing the Advertiser’s position. The Advertising Platform shall provide a written response to a properly executed Advertiser dispute within thirty (30) calendar days of receipt of the dispute. Any portion of the Final Report that is not properly disputed within thirty (30) calendar days of the receipt of the Final Report by the Advertiser shall be considered as acceptance of all parts of the Final Report by the Advertiser. The Advertising Platform may charge any applicable national, state, or local sales or use taxes or value added taxes that the Advertising Platform is legally obligated to charge under Applicable Law. In the event that any amount payable by the Advertiser is subject to deduction or withholding taxes, including value added taxes, the payable amount shall be increased such that the amount received by the Advertising Platform equals the Fees owed plus the applicable tax. Any and all bank commissions or other financial transaction fees are not included in the Fees and shall be borne in full by the Advertiser. Whenever the Advertising Platform finds that a lesser or a bigger amount than the correct amount of payment has been made by the Advertiser, the Advertising Platform may adjust any subsequent invoice to cure the error. The Advertising Platform shall have a right to withhold and offset any payments owed under the Agreement against any current or future sums the Advertiser owns to the Advertising Platform under present or any other present or future agreement.
The Advertising Platform agrees to provide the Advertiser or the Site’s user access to the ADCOVERY Dashboard to access reports and to carry out other functions provided by the dashboard contingent upon the Advertiser’s or the Site’s user’s adherence to these TOS, the Agreement and any applicable Insertion Order(s). The Advertiser’s or the Site’s user’s access to the ADCOVERY Dashboard may be suspended by the Advertising Platform if the Advertiser or the Site’s user violates any of the provisions in these TOS or any provisions contained in any and all Insertion Order(s). The Advertising Platform agrees to provide the Advertiser access to daily reports via the ADCOVERY Dashboard. The Final Report which may or may not differ from the unadjusted report(s) will be either accessible within ten (10) business days of each reporting period or within a period specified by the applicable Insertion Order(s). The Final Report will provide the conclusive basis for calculation of the actual Fees charged by the Advertising Platform for the services rendered to the Advertiser under these TOS and the Agreement. The Advertiser agrees to work in good faith with the Advertising Platform in the event of a discrepancy of over fifteen percent (15%) or more between the Advertising Platform’s Final Report and the data obtained by the Advertiser. If any dispute arises under this clause, the parties shall seek to resolve any such dispute between them by negotiating promptly with each other in good faith and carrying out comprehensive internal investigation(s).
1. Introduction and definitions
- 1.1 Welcome to the ADCOVERY’s Terms of Service for Publishers (“TOSP”). ADCOVERY, Inc. (“Advertising Platform”) agrees to provide any Publisher (defined in section 1.3(q) below) and, if applicable, Publisher’s authorized users, access to the ADCOVERY.com and ADCOVERY’s Dashboard, and any other ADCOVERY affiliate(s) displaying these TOSP subject to your acceptance of and compliance with these TOSP, and the terms and conditions of the Complete Agreement defined in section 1.2 below.
- 1.2 The “Complete Agreement” is comprised of the terms and conditions stated in the TOSP, any and all incorporated Insertion Order(s), any and all incorporated Placement and Format Instruction(s), and any and all incorporated Data Protection Addendum(s). This Complete Agreement constitutes a binding agreement between the Publisher and the Advertising Platform. In the event that any of the terms of these TOSP are inconsistent or contradict the terms of the Insertion Order(s), the terms of the lastly applicable incorporated Insertion Order shall control.
- 1.3 For the purposes of these TOSP and the Complete Agreement –
- a. The term “Ad Block” shall mean any mechanism(s), software, browser extension(s) or application(s) that allows or in any way facilitates the ability of a viewer of Publisher’s URL(s) to block ADCOVERY’s Ad Unit(s) or Content placed on the Publisher’s URL(s).
- b. The term “Adjusted Revenue” shall mean the income earned and received by the Advertising Platform through ADCOVERY’s Ad Unit(s) distribution via the Publisher’s URL(s) during the Term of Agreement less direct costs which include transaction fees, commissions, refunds, chargebacks and collection costs of the unadjusted revenue.
- c. The term “Applicable Laws” shall mean the law of France and any other applicable federal, state and foreign laws or regulations, Children’s Online Privacy Protection Rule (“COPPA”) and California Consumer Privacy Act.
- d. The term “Confidential Information” shall mean any information that includes technical information or plans concerning services provided under this Complete Agreement and information disclosed by one party to the other party that is confidential or should reasonably be assumed to be confidential under the circumstances. Confidential Information does not include information that is:
- i. generally known to the public through no fault of either the Advertising Platform or the Publisher;
- ii. rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality;
- iii. independently developed by the receiving party without the use of the disclosing party’s information; and
- iv. rightfully obtained by the receiving party from a third-party that has no duty of confidentiality to the effected party.
- e. The term “Content” shall mean any graphical, textual, and/or auditory media which may include text, data, information, photos, images, graphics, audio or video.
- f. The term “CPM” or “Cost Per Thousand Impressions” shall mean the price paid by the Advertising Platform to the Publisher for the display of ADCOVERY’s Ad Unit(s) one thousand times.
- g. The term “Fees” shall mean the amount the Advertising Platform is obligated to pay to the Publisher as compensation for the services rendered to the Publisher under the conditions chosen by the Publisher in the ADCOVERY Dashboard or as in the corresponding Insertion Order(s).
- h. The term “Final Report” shall mean an adjusted monthly report of activity under this Complete Agreement provided by the Advertising Platform via ADCOVERY Dashboard.
- i. The term “Holiday CPM” or “Holiday Cost Per Thousand Impressions” shall mean the reduced rate paid by the Advertising Platform to the Publisher for the display of ADCOVERY’s Ad Units one thousand times during the Holiday Season.
- j. The term “Holiday RPM” or “Holiday Cost Per Thousand Impressions” shall mean the reduced rate paid by the Advertising Platform to the Publisher for the display of ADCOVERY’s Ad Units one thousand times during the Holiday Season.
- k. The term “Holiday Season” shall mean the period of time between December twenty-four (24) and January eight (8) the next subsequent year for a total of fifteen (15) days.
- l. The term “ADCOVERY’s Ad Unit(s)” shall mean the space(s) on the Publisher URL(s) where one or more advertisements are displayed via integrated Advertising Platforms code through Publisher’s URL(s) in order to monetize internet traffic.
- m. The term “ADCOVERY Dashboard” shall mean the Advertising Platform’s web-based Advertising Platform’s proprietary analytics dashboard containing statistics and other vital functions.
- n. The term “Net Revenues” shall mean the sum earned and received by the Advertising Platform from the online advertisement distribution via Publisher’s URL(s) during the Term of Agreement less direct costs which include transaction fees, commissions, refunds, chargebacks, any applicable sales or use taxes or value added taxes that the Advertising Platform is obligated to charge under Applicable Law, and collection costs.
- o. The term “Placement” shall mean the Content placed on the Publisher’s URL(s).
- p. The term “Platform” shall mean the Advertising Platform’s proprietary technologies for monetizing online traffic with the Platform serving as the broker or intermediary between the Publisher and the Advertising Platform.
- q. The term “Publisher” shall mean the entity accepting the Complete Agreement, and/or the entity named in any and all Insertion Order(s) and any of its Affiliate(s) that execute any Insertion Order(s), that displays ADCOVERY’s Ad Unit(s) on the Publisher’s URL(s).
- r. The term “Publisher’s URL(s)” shall mean the applicable Publisher’s domain(s), sub-domain(s), web page(s), application(s) and/or platform(s).
- s. The term “Recommendations” shall mean the display of the Content that the Advertising Platform delivers to the viewer of Publisher’s URL(s).
- t. The term “RPM” or “Revenue Per Thousand Impressions” shall mean the price paid by the Advertising Platform to the Publisher for the aggregate display of ADCOVERY’s Ad Unit(s) one thousand times on the Publisher’s URL(s).
- u. The term “Term of Agreement” shall mean the entire period of time during which the Complete Agreement is in effect unless the Complete Agreement is otherwise terminated pursuant to the terms the Complete Agreement. The Term of the Complete Agreement shall commence and end on the dates chosen by the Publisher via ADCOVERY Dashboard or as specified in an applicable Ingestions Order(s).
- v. The term “Traffic Fraud” shall mean:
- i. the artificial inflation of clicks or impressions on the Recommendations;
- ii. the use of bots or automated means of generating impressions;
- iii. the encouragement in any way of a third-party to click on the Recommendations using incentives or other similar methods of generating traffic on the Recommendations;
- iv. the use of any non-human impressions, including crawlers and parsers; and
- v. the use any auto-refresh functions for additional revenue accrual visits to the Publisher’s URL(s) which occur without knowledge or genuine intent of a user or driven by non-human actors.
- w. The term “VPN” shall mean the use of a Virtual Private Network which hides the user’s IP address by letting the network redirect the user’s IP address through a specially configured remote server run by a Virtual Private Network host.
2. Scope of services
- 2.1 The Publisher grants the Advertising Platform the right to interact with the Publisher’s URL(s) for the purposes of developing and serving of Content to the viewer of the Publisher’s URL(s).
- 2.2 The Publisher agrees that each Placement is governed by the Complete Agreement.
- 3.1 The Advertising Platform agrees to provide the Publisher with access to the ADCOVERY Dashboard to access reports and to carry out other functions provided by the dashboard contingent upon the Publisher’s adherence to the Complete Agreement.
- 3.2 The Advertising Platform agrees to provide to the Publisher access to the daily reports via ADCOVERY’s Dashboard. The Final Report which may or may not differ from the unadjusted report(s) will be either provided within ten (10) business days of each reporting period or within a period specified by the applicable Insertion Order(s).
- 3.3 The Final Report will provide the conclusive basis for calculation of the actual Fees charged to the Advertising Platform for the services rendered to the Publisher under the Complete Agreement.
- 3.4 The Publisher agrees to work in good faith with the Advertising Platform in the event of a discrepancy of over fifteen percent (15%) between the Advertising Platform’s Final Report and the data obtained by the Publisher. If any dispute arises under this clause, the Advertising Platform and the Publisher shall seek to resolve any such dispute between them by negotiating promptly with each other in good faith and carrying out comprehensive internal investigations.
4. Limitation and prohibitions
- 4.1 The Publisher agrees not to:
- a) obscure the Advertising Platform’s Content or ADCOVERY’s Ad Units;
- b) minimize, remove or otherwise inhibit the full and complete display of the advertising materials;
- c) artificially inflate clicks or impressions on the Recommendations;
- d) encourage or require any third-party to click on the Recommendations using incentives or other similar methods of generating traffic on the Recommendations;
- e) use any non-human impressions, including crawlers and parsers;
- f) restrict access in any way to the Publisher URL(s) which contain or should reasonably contain ADCOVERY Ad Unit(s); and
- g) use any auto-refresh functions for additional revenue accrual.
- 4.2 If the Advertising Platform reasonably determines that the Publisher engaged in Traffic Fraud, the Publisher must provide adequate evidence to sufficiently disproves any indicia of Traffic Fraud. The Advertising Platform’s determination of the fraudulency of delivered impressions shall be final thereby absolving the Advertising Platform from its responsibility for making payments on the fraudulent impressions. If the Advertising Platform had already paid for internet traffic later determined to be fraudulent, the Advertising Platform may use the already paid amount against future fees owed to the Publisher.
- 4.3 The Publisher agrees not to employ any mechanism(s) to cloak, hide, or obscure in any way the place of origination of impressions referred to the Publisher URL(s). Any misrepresentation of the place of origination of impressions referred to the Publishers URL(s) shall constitute a material breach of this Agreement.
- 4.4 The Publisher may not deploy on any Publisher URL(s) content or Recommendations that:
- a) display adult, obscene, pornographic, defamatory, libelous, abusive, or illegal content;
- b) promote racism, violence, hate or discrimination;
- c) facilitate the sale of firearms, the promotion of terrorism, the sale of illegal drugs and the promotion of criminal activities;
- d) contain content that promotes activities that are understood or seen as internet abuse including but not limited to the use of spyware, use of corrupted file(s) virus(es), or the use of any other materials that are intended to damage or render inoperable software or hardware;
- e) infringe, promote infringement or violation of any third-party’s intellectual property rights or any other third-party’s rights; and
- f) violate United States economic sanctions or trade restrictions.
- Any violation of this section relating to the content or the Recommendations deployed on any Publisher URL(s) constitutes a material breach of this Agreement.
- 4.5 The Advertising Platform reserves the right to disable Publisher’s URL(s) with or without any perquisite warning if the Publisher breaches Section 4.4 (relating to content or Recommendations deployed on any Publisher URL(s)) of this Complete Agreement. The Advertising Platform reserves the right to suspend any payments to the Publisher until Section 4.4 violation of the Complete Agreement is completely cured.
- 4.6 The process of delivery of Advertising Platform’s Recommendations via ADCOVERY’s Ad Unit(s) to the Publisher URL(s) is an indivisible product. The Publisher may not employ any mechanism(s), software, browser extension(s) or application(s) on the Publisher URL(s) to interfere, augment, or change in any way the indivisible product provided by the Advertising Platform of delivery of the Recommendations via ADCOVERY’s Ad Unit(s) to the Publisher URL(s). Any violation of this section constitutes a material breach of the Complete Agreement with the Advertising Platform reserving the right to suspend any payments to the Publisher until this violation is completely cured.
- 5.1 The Advertising Platform shall pay the Publisher the Fees for serving the Advertising Platform’s Recommendations delivered via the Publisher URL(s) as measured by the Advertising Platform’s tracking system.
- 5.2 The Publisher agrees that the following visits or impressions shall not be calculated towards the Fees amount:
- a) visits or impressions of three seconds or less to the Publisher URL(s); and
- b) visits or impressions to the Publisher URL(s) which occurred through the use of a VPN.
- 5.3 The Publisher shall provide written notice to the Advertising Platform within thirty (30) calendar days of the receipt of the Final Report if the Publisher intendeds to dispute in any way any portion of such report. This written notice has to clearly indicate the portion of the report disputed and has to be accompanied with adequate supporting evidence sufficiently detailing the Publisher’s position. The Advertising Platform shall provide a written response to a properly executed Publisher’s dispute within thirty (30) calendar days of receipt of a properly executed Publisher’s dispute. Any portion of the Final Report that is not properly disputed within thirty (30) calendar days of the receipt of the Final Report by the Publisher shall be considered as acceptance of all parts of the Final Report by the Publisher.
- 5.4 The Publisher and the Advertising Platform will be responsible for identifying and paying all taxes and other governmental contributions, fees, and charges (and any penalties, interest, and other additions thereto) that are imposed on each party upon or with respect to the transactions, payments and Fees received by either party under the Complete Agreement as required by the Applicable Law. The Fees payable by the Advertising Platform to the Publisher are inclusive of all national, state, or local taxes, fees, and contributions. Thus, the Advertising Platform will not be liable for the payment of any amount beyond the Fees.
- 5.5 Whenever the Advertising Platform finds that a higher or a lesser than the correct amount of payment has been made to the Publisher, the Advertising Platform may adjust any subsequent payment to cure the error.
- 5.6 To ensure proper payment, the Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with the Publisher’s account. The failure to comply shall result in delay of payment of Publisher’s Fees.
- 5.7 Any Fees owed to the Publisher which are less than one hundred dollars ($500 USD) shall be accrued and distributed in subsequent monthly cycle.
- 5.8 In order to alleviate the losses incurred by the Publisher resulting from the viewers’ use of Ad Block on the Publisher’s URL(s), the Advertising Platform offers an extra anti-Ad Block service. The Advertising Platform’s anti-Ad Block service allows the Publisher to continue the uninterrupted display of ADCOVERY’s Ad Unit(s) or Content on the Publisher’s URL(s) to viewers using Ad Block. If the Publisher subscribes to such extra anti-Ad Block service, the Publisher shall be compensated under a separate revenue share payment scheme for the Publisher’s URL(s) viewers who use an Ad Block. Such separate revenue share payment scheme shall supersede any other payment scheme or structure in the Complete Agreement or in any Insertion Order in connection with the Publisher’s URL(s) viewers who use an Ad Block.
6. Termination and cancelation
- 6.1. The entire period of time during which the Complete Agreement is in effect is specified by the Term of Agreement.
- 6.2 The Complete Agreement may be immediately terminated by either the Advertising Platform or the Publisher if and only if:
- a) either the Advertising Platform or the Publisher commits a material breach of its obligations contained in this Agreement and such breach is not cured within ten (10) days of the receipt of written notice of breach from the non-breaching party;
- b) a bankruptcy or other insolvency proceeding is filed by or against either the Advertising Platform or the Publisher;
- c) either the Advertising Platform or the Publisher files a formal or an informal application for the appointment of a receiver of the other party’s property;
- d) either the Advertising Platform or the Publisher makes an assignment for the benefit of creditors;
- e) either the Advertising Platform or the Publisher becomes insolvent, ceases to have the ability to pay its debts regularly, and stops carrying out ordinary course of business;
- f) there is a substantial reduction of thirty (30) percent or more in a period of ten (10) or more consecutive days in the volume of traffic generated by the Publisher URL(s) which is not cured within fourteen (14) days of the receipt of written notice of the reduction;
- g) there is a substantial change in the actual or intended audience composition of Publisher URL(s) which is not permanently corrected within fourteen (14) days of the receipt of written notice of the change; or
- h) there is a substantial layout or design change in Publisher URL(s) which materially affects the Advertising Platform’s performance or viewability which is not cured within thirty (30) days of the receipt of written notice of the change.
- 6.3 In case of a material breach of the Complete Agreement, or occurrence of one of the early immediate termination conditions enumerated in section 6.2, either the Advertising Platform or the Publisher shall have the discretion to terminate or renegotiate the Complete Agreement upon ten (10) days written notice to the other party.
- 6.4 Upon termination of the Complete Agreement, it shall be the Publisher’s obligation to remove any pixels, tags, or scripts provided by the Advertising Platform. The Advertising Platform shall carry no liability for any losses related to or arising out of the Publisher’s failure to do so. To the extent that the Publisher continues to display any of ADCOVERY’s Ad Unit(s) beyond the Term of Agreement.
- 6.5 Upon termination of the Complete Agreement for any reason, any unused funds should be returned to the Advertising Platform within five (5) business days of termination.
- 6.6 Either the Advertising Platform or the Publisher may terminate the Complete Agreement for any reason by providing a sixty (60) days written notice to the other party.
7. Warranties and representations
- 7.1 The Publisher represents and warrants that:
- a) it owns or is authorized to operate the Publisher URL(s);
- b) the content on the Publisher URL(s) and the Publisher URL(s) are either owned by Publisher or properly licensed for the use of the Publisher under the applicable law of the relevant jurisdiction;
- c) it has the full right and authority to grant the rights granted under this Complete Agreement; and
- d) the Advertising Platform’s use of the Content on Publisher URL(s) under this Complete Agreement will not infringe upon the rights of any third party.
- 7.2 THE ADVERTISING PLATFORM PROVIDES THE SERVICE “AS IS.” ADVERTISING PLATFORM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE ADVERTISING PLATFORM.
- 7.3 The Advertising Platform and the Publisher represent and warrant that they shall comply with all the Applicable Laws.
- 8.1 Neither the Advertising Platform or the Publisher will use or disclose to any third-party the other party’s Confidential Information except as necessary for the performance of the Complete Agreement. The foregoing obligations will not restrict either party from disclosing the Confidential Information pursuant to a court order from a court of competent jurisdiction upon receipt of prior written notice. Either the Advertising Platform or the Publisher that advertently or inadvertently disclosed any of the other party’s Confidential Information shall be liable for all the damages resulting from the unauthorized disclosure.
9. Promotional activities
- 9.1 Promptly following the execution of this Complete Agreement, the Advertising Platform and the Publisher shall each have the right to individually or jointly issue a press release (subject to each party’s prior review and approval which shall not be unreasonably withheld or delayed) or to perform other public relations activities announcing their relationship where each party may jointly or separately announce certain terms of the Complete Agreement. Each party shall provide reasonable support for such press releases and other public relations activities. In no event the Advertising Platform or the Publisher may disclose any Confidential Information.
- 9.2 The Publisher authorizes the Adverting Platform to use its name, logo and/or trademark without notice to or consent by the Publisher, in connection with certain promotional materials that the Adversity Platform may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video tape, internet website, advertising in newspaper and/or other periodicals, and any other materials relating the fact that the Publisher has a contractual relationship with the Advertising Platform and such materials may be developed, disseminated and used without the Publisher’s review. Nothing herein obligates the Adverting Platform to use Publisher’s name, logo and/or trademark, in any promotional materials of the Adverting Platform.
- 10.1 IN CASE OF AN EXCLUSIVITY AGREEMENT/IO ONLY: The Publisher understands and agrees that the Advertising Platform will be the exclusive Content Recommendation service provider on the Publisher URL(s) during the Term of Agreement. The Publisher also agrees that it will not engage with any other third party (including but not limited to AdBlade, Taboola, Outbrain, Media.net, Revcontent, Verizon/Yahoo Gemini, TripleLift, Nativo, Sharethrugh, BroadSpring, AdBlade, AdNow, BroadSpring, Connatix, Content.Ad, Crowdignite, Dianomi, Digiteka, Google Content Recommendations, Gravity, Inform, Kargo, Media.net, MGID, Microsoft Bing, Nativo, Outbrain, Polar, Publicis, Qwertize, RevContent, Sharethrough, Spot.IM, Teads, Taboola, Tout, TripleLift, UOL, Virool, Vuble, Yahoo Gemini, Yieldmo, ZergNet, and Zinc by Zedo) to make Content Recommendations on the Publisher URL(s) or provide Content Recommendation services on the Publisher URL(s) similar to the service provided by the Advertising Platform. Any violation of this exclusivity clause shall be considered a material breach of this Complete Agreement.
- 10.2 In case of a breach of the exclusivity clause 10.1, the Publisher shall pay to the Advertising Platform all actual damages or average market damages (whichever is higher) resulting from such exclusivity breach. The Publisher agrees that the actual damages shall be equal to the Advertising Platform’s average monthly gross revenue generated from Publishers URL(s) for the three (3) months immediately preceding the breach or the number of months remaining in the Term of Agreement (whichever is greater). The Publisher further acknowledges that nothing in this provision limits the Advertising Platform’s rights to seek further indemnification that exceed the compensatory sum.
- 10.3 The Publisher acknowledges that the restrictions set forth in exclusivity clause 10.1 are essential to the Advertising Platform’s business and that any breach of this clause will cause irreparable harm and significant injury to the Advertising Platform for which monetary damages may not be solely adequate. Accordingly, in addition to any other rights or remedies that the Advertising Platform may have, the Advertising Platform shall have the right to obtain an immediate injunction to enjoin any current, future or threatened breach of the exclusivity clause -10.1, without having to post a bond or any other security. Additionally, if the Advertising Platform is found to be the prevailing party in any formal or informal legal action tied to the exclusivity clause – 10.1, the Advertising Platform shall be entitled to receive compensation for reasonable attorneys’ fees tied to the resolution of the matter.
11. Data protection
- 11.1 During the Term of Agreement, the Advertising Platform grants the Publisher a non-exclusive, non-transferable, and revocable license to use, reproduce, transmit and distribute the Content solely in order to provide services under this Complete Agreement.
- 11.2 Except as expressly provided in this Complete Agreement, the Publisher and the Advertising Platform retain all rights, titles and interests (including all intellectual property rights) in the Content, trademark(s), logo(s), and service mark(s). All rights not expressly granted in this Complete Agreement are reserved by each party.
- 11.3 The Advertising Platform and the Publisher will strive to protect all personally identifiable information obtained under this Complete Agreement and limit any authorized disclosures of such information to third-parties.
- 11.4 In addition to complying with all of the Applicable Laws, the Advertising Platform and the Publisher shall be individually responsible for providing all of the applicable notices and obtaining all of the relevant consents during the course of this Complete Agreement and for the purposes of carrying out this Complete Agreement as required by the Applicable Laws.
- 12.1 The Advertising Platform and the Publisher shall defend, indemnify and hold harmless the other party and its respective agents, affiliates, subsidiaries, directors, officers, employees, contractors, and partners against any and all-third party claims resulting from the breach of either parties’ duties, obligations and representations under this Complete Agreement. In the event that such legal action is commenced, both parties agree that:
- a) the indemnified party shall provide prompt written notice to the indemnifying party of any such claim (failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations under this Complete Agreement except to the extent it has been damaged);
- b) the indemnifying party shall have the sole control over the defense(s) or settlement(s) in such a legal proceeding (except the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the indemnified party without the indemnified party’s prior written consent);
- c) at the indemnifying party’s request and expense, the indemnified party must cooperate in the investigation and defense of any legal claim tied to such legal action; and
- d) the indemnified party shall have the right to participate in all defense(s) and all relevant legal proceedings with counsel of its own choosing at the indemnified party’s own expense.
13. Limitation of liability
- 13.1 THE ADVERTISING PLATFORM AND THE PUBLISHER AGREE THAT THE AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY FOR ANY ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS IN ANY WAY ARISING OUT OF OR RELATED TO THIS COMPLETE AGREEMENT SHALL BE LIMITED (I.E., MAY NOT BE MORE THAN (BUT CAN BE LESS THAN)) TO THE AMOUNTS PAID OR REQUIRED TO BE PAID BY THE ADVERTISING PLATFORM TO THE PUBLISHER PURSUANT TO THIS COMPLETE AGREEMENT DURING THE THREE (3) MONTHS PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE MOST RECENT EVENT GIVING RISE TO THE LOSS OCCURRED. FURTHERMORE, EXCEPT AS PROVIDED IN SECTION 10-EXCLUSIVITY OF THIS COMPLETE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECULATIVE, FUTURE, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES AND/OR WAS NEGLIGENT. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE.
14. Choice of law
- 14.1. This Complete Agreement shall be governed by and construed in accordance with the laws and principles of France, without giving effect to any choice or conflict of law provision or rule. Any dispute, legal action or proceeding arising under or in connection with this Complete Agreement shall be brought exclusively in the federal or state courts located in France, and the Advertising Platform and the Publisher hereby irrevocably consent to personal jurisdiction and venue thereof, and waive any right either party may have had to object to such venue on the basis of lack of personal jurisdiction or to transfer venue of any such action or proceeding even if such other venue may be more convenient in any way.
- 15.1 This Complete Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior agreements or understandings, written or oral, relating to its subject matter. The Advertising Platform and the Publisher agree to use their respective best, diligent and good faith efforts to fulfill all their obligations under the Complete Agreement. The Advertising Platform and the Publisher recognize however, that to effectuate all the purposes of the Complete Agreement, it may be necessary either to enter into future agreements or to modify the Complete Agreement or both, specifically with the use of future Insertion Order(s). For example, and without limitation, the Advertising Platform and the Publisher agree that as technology and needs of parties develop, they may desire to expand this Complete Agreement to cover the changes. In such event, the Parties agree to cooperate with each other in good faith to properly execute amendments to this Complete Agreement.
- 15.2 The failure of either the Advertising Platform or the Publisher to enforce strict performance of any of the provision of the Complete Agreement or failure to exercise any right under the Complete Agreement shall not be construed as a waiver of that party’s right under the Complete Agreement.
- 15.3 The Advertising Platform shall have a right to withhold and offset any payments owed to the Publisher under the Complete Agreement against any current or future sums the Publisher owns to the Advertising Platform under present or any other present or future agreement.
- 15.4 Should any section or part of a section within the Complete Agreement be rendered void or unenforceable by any court of competent jurisdiction shall not have an impact on the enforceability or validity of any other clause or a part of clause. Any unenforceable or invalid clause shall be regarded as removed from this Complete Agreement to the extent of its unenforceability and invalidity. Therefore, this Complete Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.
- 15.5 All notices under the Complete Agreement shall be in writing and either delivered by personal service, by confirmed email, by express courier, or by certified mail with return receipt requested to the address of the receiving party as set forth in the Insertion Order(s) or at such address as may be designated by the Advertising Platform and the Publisher via written notice to the other party or via the ADCOVERY Dashboard. All notices under this Complete Agreement will be effective upon receipt.
- 15.7 The Complete Agreement creates an independent contract relationship between the Advertising Platform and the Publisher, and neither party will be deemed to be an employee, agent, partner, or legal representative of the other. Neither Advertising Platform nor the Publisher will have any right, power or authority to create any obligation or responsibility on behalf of the other unless explicitly stated in this Complete Agreement.
- 15.8 This Complete Agreement may be executed in multiple counterparts, each of which will be considered to be an original, but all of which together will constitute one and the same instrument.