Terms and Conditions
In the event of a discrepancy between the provisions of these Terms and explicit provisions in the IO (as defined below), the provisions in the IO shall prevail.
¡°Ad¡± means any advertisement provided by Advertruth on behalf of an Advertiser.
¡°Advertiser¡± means the advertiser for which Advertruth is the agent under an applicable IO.
¡°Publisher¡± means the website from which Advertruth is buying traffic from under an applicable IO.
¡°Advertising Materials¡± means artwork, copy, or active URLs for Ads.
¡°Affiliate¡± means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
¡°Agency¡± means the advertising agency listed on the applicable IO.
¡°CPC Deliverables¡± means Deliverables sold on a cost per click basis.
¡°CPM Deliverables¡± means Deliverables sold on a cost per thousand impression basis.
¡°Deliverable¡± or ¡°Deliverables¡± means the inventory delivered by Advertruth (e.g., impressions, clicks, or other desired actions).
¡°IO¡± means a mutually agreed insertion order that incorporates these Terms, under which Advertruth will deliver Ads on Sites for the benefit of Agency or Advertiser.
¡°Network Properties¡± means websites specified on an IO that are not owned, operated, or controlled by Advertruth, but on which Advertruth has a contractual right to serve Ads.
¡°Policies¡± means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company¡¯s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
¡°Representative¡± means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
¡°Terms¡± means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0.
¡°Third Party¡± means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
¡°Third Party Ad Server¡± means a Third Party that will serve and/or track Ads.
These terms and conditions together with the Insertion Order constitutes an agreement between the parties. It supersedes all prior proposals, agreements, or other communications between the parties regarding such subject matter.
Publisher will serve the campaign for the length of duration requested, regardless of date sent (e.g. 1 month). Should the impressions ordered are not served in full by the end date publisher will keep the campaign live until the entire amount is delivered in full.
Both parties may cancel the campaign by giving a 24-hour notice after the campaign had started. Such notice shall be served by e-mail.
5.1. Network will serve ads through third party ad server and payment based on Advertruth¡¯s system count. Advertruth will provide the Publisher logins to their ad server upon request.
5.2. In the event that the Publisher in terms of either tag or technical specification serves the impressions ordered herein incorrectly, such impressions shall not count towards the number of impressions deemed delivered hereunder and Advertruth shall not be liable to pay for the same.
5.3. Auto Refresh: In the event that the Publisher uses any type of impression auto-refresh delivery system the parties shall discuss whether the use of such system negatively impacts on the commercial benefit for the Advertisers of Advertruth and accordingly the parties shall discuss in good faith and changes to the commercial terms hereof.
5.4. Shifting: throughout the campaign, Advertruth shall have the right to request shifting of ordered impressions not yet received by it to new placements of comparable value, subject to inventory and reasonable discretion.
5.5. Click fraud ¨CAdvertruth shall not be obligated to make any payments arising from any fraudulent impressions generated by any person, both through automated programs or similar. Advertruth is responsible for determining, in its sole and absolute discretion, what acts and/or omissions violate these Terms and Conditions, which acts include activity that is deceptive and/or fraudulent in nature.
Advertruth will make reporting available with a log in to the used ad server, either electronically or in writing, unless otherwise specified on the IO. Once Advertruth has provided the online or electronic report, it agrees that Publisher are entitled to rely reasonably on it subject to provision of Media Company¡¯s invoice for such period.
Advertruth will pay on net45 terms. For this matter, the following shall not be billable
7.1. Impressions targeting countries not specified in the IO.
7.2. Impressions or clicks: which can be shown to have been generated by fraud.
8.The sites on which the Advertruth Advertiser¡¯s creative will be displayed (¡°Display Sites¡±). The Display Sites cannot have inclusion of content that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. The Display Sites cannot be designed to appeal to minors. Further, Advertruth is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. The Display Sites cannot be designed to distribute or promote any spyware, adware, trojans, viruses, worms, Spybots, Keyloggers or any other form of malware.
9. FORCE MAJEURE
9.1. Neither Advertruth nor Publisher will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (¡°Force Majeure event¡±). If Advertruth suffers such a delay or default, Advertruth will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make good is reasonably acceptable to Publisher, Advertruth will allow Publisher a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase.
9.2. Cancellation. If a Force Majeure event has continued for five (5) business days, Advertruth and/or Publisher has the right to cancel the remainder of the IO without penalty.
Publisher hereby agrees to indemnify, defend and hold harmless Advertruth, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by Advertiser (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by Publisher or any representation or warranty made by Publisher herein; or (ii) any claim related to the Publisher's sites on which Advertiser's creative materials will be displayed.
These Terms and Conditions and any matters relating hereto shall be governed by, and construed in accordance with Seychelles¡¯ law and shall be subject to the exclusive jurisdiction of the competent courts of Republic of Seychelles.