Terms of Services for Publishers

The following Terms of Service for Publishers (the “Terms for Publishers“) jointly with the General Terms of Service incorporated herein by reference shall be deemed to be an integral part of any Insertion Order (“IO”) entered into between Adtelligent Inc., a Delaware-based US corporation registered at 16192 Coastal Hwy, Lewes, DE 19958, United States (“Company“, “we”, “us” and “Adtelligent”) and the Publisher, identified so in such IO (hereafter named as the “Parties“). In the event of a conflict between the Terms for Publishers and the terms of the IO, the latter shall prevail.

The IO, General Terms of Service and these Terms for Publishers constitute a binding contract between Company and Publisher and are collectively referred to herein as the “Advertising Agreement” and will be enforceable by the Parties hereto and their respective heirs, legal representatives, successors, and assigns.

1. Ads and Distribution

1.1. The Company organizes delivery of all content required for Ad to Publisher in the form requested by Publisher and in accordance with any specifications and policies set forth by Publisher prior to publication.

1.2. Positioning of the Ads within the Publisher’s Properties shall be at the sole discretion of the Publisher and its affiliates, except as otherwise specified in the IO.

1.3. From time to time, the Publisher and Company may execute IOs that will be accepted via e-mail conversation. As applicable, each IO will specify: the type(s) and amount(s) of the inventory delivered by the Publisher (“Deliverables”), the price(s) for such Deliverables, the maximum amount of money to be spent pursuant to the IO, the start and end dates of the campaign, and the identity of and contact information for any third-party ad server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.

1.4. The Publisher will comply with the provisions of the Advertising Agreement, including all Ad placement restrictions.

2. Ads Restrictions

2.1. Publisher will not be required to publish any Ad that is not in accordance with its policies, restrictions (as set forth in the Advertising Agreement), or specifications as determined in its sole discretion.

2.2. Notwithstanding the foregoing, Publisher’s policies, specifications, and/or recommendations with respect to Ads should not be construed as legal advice or as sufficient guidelines to ensure that such Ads comply with applicable law, and the Company shall be solely responsible for the content of its Ads.

2.3. Publisher undertakes that Ads shall not be placed on the Publisher Properties containing any materials or content which violates intellectual property rights of any third parties.

2.4. The Company undertakes that all Ads used will not include or promote illegal content (such as but not limited to: adult/pornography, gambling, extreme/graphic/explicit violence, profanity, hate, illegal narcotics, content which infringes upon third party rights) and will not include spyware/malware/warez.

2.5. Any methods and or means, direct or indirect, intentional, accidental, incidental, that artificially and/or fraudulently inflate the volume of impressions is strictly forbidden. Additionally, the Company may withhold amounts relating to the Collected Revenue indicated herein, if the Company, in its sole reasonable discretion, believes the performance related to them is fraudulent or invalid; or may withhold or recover mentioned amounts from Publisher if Company was charged or credited back in their respect by any Demand Partners. Payment amounts displayed in Company’s reporting systems may be adjusted at any time and may not reflect the final payment to Publisher as per adjustments made hereunder.

2.6. Publisher or its affiliates will not distribute Ads under the Advertising Agreement on any following Publisher Properties:

• which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, ‘warez’, emulators, or cracks, etc.);
• with pornography, adult content, sexual or erotic material, or websites that contain links to such content;
• with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm;
• promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based, or personal, etc.);
• that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.);
• with illegal, false, or deceptive investment advice and money-making opportunities;
• that provide incentives of any nature to require or encourage users to click on Ad banners (i.e., charity, sweepstakes, etc.);
• that are under construction or incomplete websites with extremely limited audiences or viewership websites with any type of content reasonable public consensus deems to be improper or inappropriate;
• that in any way violate any applicable local, national, or international law or regulation of any applicable jurisdiction.

2.7. At any time, Company may investigate any Publisher’s Properties for violation of the Advertising Agreement. If Company determines that the Publisher’s Properties include any undesirable content, the Company may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Ads on such Publisher Properties. In no event will Company or its Demand Partners be obligated to pay for Ads served through Publisher Properties containing undesirable content after the Publisher’s receipt of such notice from the Company.

3. Traffic Quality

3.1. Non-human, robotic, or suspect traffic, as determined by 3rd party validation tools & services deployed by Company, will be used for positioning of the Ads and any fraudulent traffic, as determined by said 3rd party verification services & tools (including but not limited to Forensiq, Pixalate, ProtectedMedia, DoubleVerify, etc.); any violating traffic found, will not be paid for and is subject to retroactive chargeback.

3.2. Moreover, placement and positioning of the Ads by the Publisher or its affiliates in respect of the traffic, mentioned in the section above, is strictly forbidden and grounds for immediate termination without pay.

4. Warrants and Representations

4.1. Company warrants and represents that:

• It has all rights, titles, and interest in and to the Ads that it places;
• the use of the Ads by the Publisher and its affiliates as contemplated and authorized hereunder will not infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or Privacy;
• all Ads will comply with all applicable laws, regulations, and ordinances; and
• all of the information provided by the Company to the Publisher is correct, complete, and current.

4.2. The Company further represents and warrants that any website linked to Company’s Ads:

• complies with all laws and regulations in any state or country where the Ad is displayed;
• does not breach and has not breached any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and
• is not false, misleading, defamatory, libelous, slanderous, or threatening.

4.3. Publisher represents and warrants to Company that:

• has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms for Publishers;
• Publisher’s or its affiliate’s Properties do not, and will not during the term of the Advertising Agreement, contain any restricted material described herein;
• Publisher’s or its affiliate’s Properties are free of any “worm”, “virus”, or other devices that could impair or injure any person or entity;
• it is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply;
• it will conduct its business in compliance with all applicable laws, rules, and regulations;
• it has full legal power and authority under its organizational documents to enter into this Advertising Agreement and to perform the obligations contained herein;
• the execution of the Advertising Agreement and the performance of its obligations by the Publisher will not conflict with or cause a breach or violation of any agreement, law, regulation, or other obligation to which the Publisher is a party or subject.

4.4. Publisher will submit or otherwise make electronically accessible to the Company final technical specifications within two (2) business days of the acceptance of an IO. Changes by the Publisher to the specifications of already-purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Ads; (ii) request that Publisher resize the Ad at Publisher’s cost, and with final creative approval of the Company, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.

5. Reporting

5.1. The Company shall have the sole responsibility for the calculation of statistics (reporting). Publisher acknowledges that statistics provided by Company are the definitive and binding measurements of Publisher’s performance on any obligations provided in the Advertising Agreement, and no other measurements or usage statistics shall be accepted by Publisher or have a bearing on the Advertising Agreement.

5.2. The Company will provide Publisher with access to reporting within 48 hours, depending on the type of Ads, to enable the Publisher to view the estimated revenues and impressions due to it under a given Advertising Agreement.

5.3. Final revenue & impression count numbers (statistics) will be determined and adjudicated using the Company’s reporting system within ten (10) days after the end of the reporting month.

6. Payment

6.1. Within the period specified in the IO, Company will pay Collected Revenue in accordance with the provisions of the IO during the applicable calendar month.

6.2. Publisher acknowledges that Company operates as an Ad network and is therefore reliant on payment by the Demand Partners to Company before Company will pay Publisher. Accordingly, payment for each Company Ad Network Ad impression served on Publisher Properties is strictly subject to and conditional upon the payment of Ad Collected Revenue for the same Ad impression by the relevant Demand Partners. In the event that the Company receives partial payment of the Ad Collected Revenue, Company will make corresponding Collected Revenue payment to Publisher only within the collected part.

6.3. Publisher understands and agrees that Company acts solely as an agent for Demand Partners; and that the Company shall only be liable to Publisher for Collected Revenue based on payments from Demand Partners, which have been received without restrictions. The Company agrees to make every reasonable effort to bill, collect, and clear payment from the Demand Partners on a timely basis. The Company reserves the absolute right not to make any payments if the Publisher violates any of the terms of the Advertising Agreement.

6.4. All amounts under this Advertising Agreement will be invoiced in U.S. dollars and paid by wire transfer to an account to be designated by Publisher in the invoice unless otherwise agreed in writing by the parties hereto.

6.5. All amounts under this Advertising Agreement will be invoiced in U.S. dollars and paid by wire transfer to an account to be designated by Publisher in the invoice unless otherwise agreed in writing by the Parties hereto. The minimum payment threshold is $100 (one hundred). All the amounts lower $1000 (one thousand) are processed through Paypal, and any sum exceeding $1000 (one thousand) is processed through a Wire transfer. Adtelligent doesn’t cover transfer expenses. Any amount lower than $100 will be rolled over to the next month.

6.6. The Company assumes no responsibility for paying income taxes on behalf of the Publisher. The Publisher assumes complete and sole responsibility for any taxes owed or which may be due in connection with Publisher’s activities under the Advertising Agreement, including but not limited to sales and use taxes, goods and services taxes, value-added taxes, and withholding taxes, and agree to indemnify and hold Company and its employees, affiliates, and representatives harmless from any such taxes. The Company shall provide the Publisher with appropriate tax information, including earnings on Form 1099. The Publishers residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to Company for tax reporting purposes. In no event will payments be made on accounts that have not provided proper tax identification information including but not limited to Form W-8BEN, W-8BEN-e or Form W-9. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.

7. License

7.1. For the term of the Advertising Agreement, Company hereby grants to Publisher and its affiliates and partners a non-exclusive, royalty-free, worldwide license to use, perform, and display all Ads delivered hereunder in accordance with these terms, and use all associated Company intellectual property in connection therewith.

7.2. Title to and ownership of all intellectual property rights of the Ads and associated Company intellectual property shall remain with Company or its third-party licensors. In addition, Company agrees that Publisher may include Company’s name (including any trade name, trademark, service mark, and logo) and any Ad provided hereunder on Publisher’s Company list and in its marketing materials and sales presentations. The Publisher is the sole owner of any and all intellectual property rights associated with the Publisher’s platform, other than the Company’s trademarks, logos, and other pre-existing Company intellectual property displayed via the Publisher’s platform.

8. Data Protection

8.1. The Company will not use Collected Data unless Advertiser is permitted to use IO Details, Performance Data, and Site Data (“Collected Data”), nor use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser shall not prohibit the Company from using Collected Data on an aggregated basis for internal media planning purposes only (but not for Repurposing), or disclosing qualitative evaluations of aggregated Collected Data to its clients and potential clients, and Publisher on behalf of such clients or potential clients, for the purpose of media planning.

8.2. Publisher undertakes to fulfill the provisions of the Data Processing Addendum for Publishers incorporated herein by reference as an integral part hereof.

9. Terms and Termination

9.1. Subject to the early termination rights of either Party herein, the term of the Advertising Agreement shall be two (2) years from the date of the respective IO; and it shall renew automatically for subsequent two-year periods unless either Party notifies the other at least 30 (thirty) days before the end of the expiration date of the Advertising Agreement, that it does not wish to renew the Agreement.

9.2. The Parties hereby agree that any Party may terminate the Advertising Agreement at any time, with or without cause and without any liability to the other Party whatsoever by giving 24 hours prior written notice of termination to the other Party.

9.3. In the event that the Advertising Agreement is validly terminated as provided herein, then the Parties shall be relieved of their duties and obligations arising under the Advertising Agreement after the date of such termination and such termination shall be without liability to the Parties; provided, further, however, that Publisher has an outstanding account balance, Company will pay Publisher all legitimate money due during the next billing cycle and nothing in this paragraph shall relieve the Parties of any liability for a breach of the Advertising Agreement.