Advertisers Terms

Advertiser’s Terms

This Agreement is made by and between Adstract and You. By signing up for Adstract Services you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the Services as an Advertiser. All capitalized terms appear at the glossary in Section 21.

1.    The Service

1.1  The Service. Advertiser agrees to accept and pay for, and Adstract agrees to provide, the Services identified and set forth in the Agreement. In connection with the Services, Adstract shall receive marketing campaigns from Advertiser, whereby Adstract will distribute the marketing campaigns and Advertiser’s Ad Units through Adstract affiliated or channel related via 3rd party channels which may include, but are not limited to:

1.1.1  Exchange – Adstract’s proprietary platform of digital media services for advertisers and publishers/affiliates through its exchange network ad-server solution, allowing participating networks or parties to buy and sell advertisements or traffic or other approved source of Inventory. Buying traffic via the Exchange is done in a manner which the traffic source is unknown, or knowledge of its true source may be hidden or limited.

1.1.2 Adstract’s Affiliate Network – Adstract’s affiliate network (Adstract Affiliate) that acts as intermediary between publishers (affiliates) and advertisers’ affiliate programs. Buying traffic via the Affiliate Network may enable (but may not require) the advertisers to directly and actively approve the Publisher and/ or its Publisher Website. By nature of Affiliate Programs and buyers, Advertisers can recognize what methods of rebrokering may be undertaken.

1.1.3 Adstract Network – Adstract’s ad network that connects advertisers to Websites that want to host advertisements. Buying traffic via the Adstract Network may be done via the Adstract Networks’ direct publishers and/ or through other networks or DSPs/ SSPs/ exchanges. Buying via such methods may limit Adstract’s knowledge of the traffic source.

1.1.4 SSPs – supply side platforms that enable web publishersto manage their advertising space inventory, display advertisement and receive payout.

1.1.5 DSPs – demand side platforms that allow buyers of digital advertisinginventory to manage multiple ad exchange and data exchange accounts through one interface.

1.2 The Advertiser confirms that all Company Channels may be used to deliver the Ad Unit and Adstract shall use its reasonable efforts to buy traffic in accordance with this Agreement (or an IO if applicable) and accepted industry practices. Any traffic purchased that the Advertiser deems to be fraudulent, may be void, subject to the conditions herein. The Advertiser further recognizes that Adstract does not guarantee the quality, conversions, or other KPIs of the Advertiser, but shall use reasonable efforts to comply with the IO campaigns specifications. The Advertiser hereby agrees that it may not void or reduce any payment to Adstract for low traffic quality. Any request to stop buying from any Adstract Channel or source (if known) shall be done within the terms of the IO (if applicable), but not longer than three (3) business days.

1.3 You wish to become an Advertiser of Adstract and utilize the Service as an Advertiser. As an Advertiser, Publishers may publish your Ad Unit on their Publishers’ Website. All relationships established between You, as an Advertiser, and Publishers under this Agreement through the Service will be conducted and managed through the Service. This in no way shall limit the Advertiser from establishing relationships with Publishers through other third-parties, but any Publishers made known to the Advertiser through its use of the Service shall be considered confidential and proprietary of Adstract and in accordance with applicable law, no direct solicitation of the Publishers is conducted without Adstract’s prior written consent.

1.4 All email marketing campaigns and any use is prohibited unless written approval by Adstract. In addition, any such campaigns must comply with all applicable laws including CAN-SPAM.

1.5 Changes to the Service. Adstract reserves the right to change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Adstract will notify You via e-mail, newsletter or the Company Website, at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service and any refunds in your Account balance shall be made in accordance with this Agreement or applicable IO.

1.6 Service and Support. Adstract will provide email support for the Service and in accordance with the terms and conditions and are provided AS-IS and AS-AVAILABLE, as set forth in this Agreement that supersede any other agreement. Adstract may be contacted through your account manager for support inquiries.

2.     User Accounts, Uses and Conduct

2.1 Eligible Registered Users. To sign up as an Advertiser of Adstract and to use the Service as an Advertiser you must be at least 18 (eighteen) years of age, and may be required to supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or other entities. The registration process may require the user to provide information regarding, but not limited to, his\her age, citizenship, address or other information.

2.2 True Registration Information. Once registered as a registered user, You represent and warrant that all registration information you had submitted and will submit is accurate and truthful and that You agree to update and maintain the accuracy of such information. Adstract reserves the right to stop the Service of a registered user if registration information submitted seems or proves to be false.

2.3 Account Security. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You are aware that Adstract may rely on any data, notice, instruction or request furnished to it by You. You must notify your account manager at Adstract of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Adstract and referral to the appropriate law enforcement agencies.

2.4 Account access. In order to provide you with fast and easy access to Your Account, Adstract may place a cookie (a small text file) on any computer from which you access the Service. When you revisit the Service, this cookie enables us to recognize You as the Account holder and provide you with direct access to Your Account without requiring You to re-enter your password or other identification information.

2.5 Restrictions on Offensive or Illegal Use. Adstract is committed to a legal, safe, friendly and equal environment. Adstract strictly prohibits the use of the Service or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the Service to create, edit, post, link to or share any Prohibited Content. Adstract reserves the right, on its sole discretion, to immediately remove any content which deems to be illegal, offensive or inappropriate and to take action against the user, including, but not limited to, suspending the Account or stopping the Service.

3.    Tracking Code

3.1 You are responsible to maintain the necessary and functioning Tracking Code or pixel at Your site. Should Adstract become aware that the necessary Tracking Code is missing or has been removed from Your server and/ or site, Adstract will notify You to rectify the situation. Advertisers will be given 24 hours to correct the problem and will notify Adstract when the corrections have been made. After 24 hours, Adstract will have the right to terminate this Agreement and any prepayments made shall be forfeited.

3.2 Note: Unless agreed between the parties (in a separate IO), You agree to accept the reporting by Adstract’s servers (or third-party servers contracted by Adstract) for all data related to the campaign (including but not limited to, Impressions, views, actions, Clicks, or other Measurable Actions, payments due by advertisers, etc.). All reporting (as may be made available via Adstract’s system) shall be deemed final.

3.3 Refunds shall be provided in the event of prepayment if, during the setup process, prior to the campaign launch, the campaign is cancelled or terminated.

4.    Video Hosting, Storage and Delivery

Adstract shall not be liable for any downtime or failure to view any Ad Unit on the Publisher’s Website, whether served by Adstract’s own servers or any failure by third-party providers. Adstract uses known and reliable delivery networks for the delivery of Ad Units to its Publishers. However, Adstract does not guarantee the delivery of the Ad Unit, but shall make every commercially reasonable effort to deliver the Ad Unit. Adstract may also back up the Ad Unit media format (where serving and hosting is provided by Adstract), but shall not be liable for any damage or loss of data due to the Ad Unit Content. Any Ad Unit provided to Adstract must be free of any trojan horse, virus, worm, time bomb or other similar harmful or deleterious programming routines (each a “Routine”). If any Ad Unit shall contain such Routines, You will be liable for any and all damage caused to the Publisher, the Publisher’s Websites and Visitors, Adstract and the Service as a result of such Routines.

5.    Transactions and Payments

All amounts due (as calculated based on the agreed rates/ fees) by the Advertiser, are due based on the terms set forth in the IO and if no IO exists, Payout is due, within 30 days from the end of the month in which the Measurable Action occurred. Payments to Publishers are contingent upon receipt of funds by You. For some campaigns, a prepayment may be required and shall be set forth in the IO.

6.    Voids / Reversals

A VOID is executed by the Advertiser as a mean to reverse the Payout for a particular Measurable Action. A VOID of a completed Measurable Action as reported by Adstract through its reporting system or via the Advertiser’s reporting system (if such reporting system is agreed for use for purposes of tracking the Measurable Actions) may be processed if (1) such a VOID is provided to Adstract with all applicable evidence explaining the reason for the VOID, including, the applicable publisher, placement, URL or other identifying information required by Adstract; (2) the VOID notice is provided to Adstract within 14 days of the occurrence of the Measurable Action; and (3) any VOID Payout impact is mutually agreed upon between the parties. A VOID notice provided after fourteen (14) days in which the Measurable Action occurred will not be reduced form Advertiser’s payment obligation.

7.    Proprietary Rights

7.1 Ownership. Adstract represents and warrants that it owns or has been licensed certain code, images, technology, content, trademarks, banners and other intellectual property that it may provide to You, under this Agreement.

7.2 Limited License. You, the Advertiser, are granted a non-exclusive, non-perpetual, non-transferable, limited, revocable right to:

  • use trademarks and banners of Adstract in accordance with this Agreement.
  • access and use Company Websites or Service strictly in accordance with this Agreement and with any agreement executed between You and Us.
  • use the Company Websites and/or Service for commercial purposes only, upon a signed license, commercial or partnership agreement directly with Adstract. For such use, please contact the applicable sales person or business contact details for the product or service you are interested in.
  • 7.3 Adstract’s Trademarks. All images, technology and content provided for Your use are and shall remain the sole property of Adstract, and no part thereof shall be deemed assigned or licensed to You, except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks (“Intellectual Property Rights”) related to the foregoing shall remain Adstract’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
  • 7.4 Licenses to Advertiser’s Trademarks. You, the Advertiser, hereby grant Adstract a non-exclusive, limited, revocable right to sublicense the use of Your trademarks, banners, Ad Units, Video and other content as provided to or distributed through the Service (including for Adstract’s own marketing or promotional use). All images, technology, Ad Unit, media, creative work, derivative work and other content (together the “Works”) provided for Adstract and Publisher’s use are and shall remain Your sole property (or the rightful owner of such Works where You have been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to Publisher or to Adstract, except as explicitly provided herein. All Intellectual Property Rights, related to the Works shall remain the Advertiser’s sole property. Adstract and its Publishers may not modify the trademarks, banners, Ad Units, media or other the content or any of the images provided by You in any way, unless given explicit permission to do so.
  • 7.5 Restrictions on Use that Infringes Copyright. Adstract is committed to protect copyright and Intellectual Property Rights of creators and owners of content. By using the Service, You agree to strictly follow copyright law and agree not to use the Service in any manner which might be in conflict with others’ rights. You should not, in any case, infringe any copyright (including but not limited to copyrighted images, videos, translation material, works, logos, products, music, text, etc.) in use of the Service. Adstract does not approve of the use of Service in any manner which may offend copyright owners or infringe the terms of use or copyrighted material or in the sites which host the original content.
  • 7.6 In any event that Adstract suspects You violated any of the provisions of this Agreement, it shall have the right, in addition to other remedies available to it under any applicable law and under this Agreement, at its sole discretions, to immediately suspend Your Account without prior notice and impose penalties.

8.    Accepted Use

8.1 Prohibited Content. You represent to Adstract that all advertising material content (in any Ad Unit format) You provide to the Service, to the best of your knowledge is (i) solely and fully owned by You or provided by You with the express authority of the company You represent; (ii) You will not post, disseminate or transmit any content that You do not have the right to disseminate or transmit under law, or contractual or fiduciary relationships; (iii) does not contain PII belonging to minors; (iv) does not infringe or violates any party’s Intellectual Property Rights or proprietary right; and (v) fully complies with the provisions of Adstract Quality Standards Guidelines. As Adstract may not review all information provided by You, You shall remain solely responsible for Your content and Website.

You further represent that all Ad Units will not feature, or link to Prohibited Content, as determined by Adstract in its sole discretion, and as provided in Adstract Quality Standards Guidelines. Advertiser shall notify Adstract if Ad Units feature or link to Prohibited Content, as provided in Adstract Quality Standard Guidelines. Advertiser acknowledges that the use of redirection methods, to redirect users to a different webpage application or a script, or auto download of any product, service or application, as well as changes or modifications of the content of landing pages or any other materials provided to by Advertiser to the Service are not allowed without Adstract’s prior written approval. A breach of the aforementioned by Advertiser may result a penalty payment to Adstract.

8.2 Authorization to act. You hereby authorize (and represent that You have the right to authorize as such) Adstract to create and publish Ad Units, as applicable including the right to use Your Ad Units for commercial use. You hereby grant Adstract and the Publisher, a revocable, limited license and the right to distribute, display and perform such Ad Units on their Publisher Websites, all for non-commercial, commercial and personal use.

8.3 Security Violations. You are prohibited from violating or attempting to violate the security of the Service, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with the Service to any user, including, without limitation, via means of submitting Routine to the Service, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of Adstract security may result in civil or criminal liability. Adstract may investigate such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

8.4 Restrictions on Unsolicited Commercial Messages. You agree not to use the Service for creating, sharing and sending unsolicited commercial messages. You agree not to transmit, post or otherwise make available on the Service, third party Website, by embedded player or emails sent through the Service, any unsolicited or unauthorized advertising, promotional materials, spam, junk mail or any other material of that kind, except in connection with a mutually agreed commercial agreement. Adstract is committed to protecting the right of users to decide whether they want or not to receive commercial messages and will take legal action against users who abuse the site for transmitting, posting or sending unsolicited commercial messages.

8.5 Account Suspension. Without limiting any remedy permitted by law or by this Agreement, Adstract may, at its sole absolute discretion, immediately suspend Your Account, terminate this Agreement and any applicable IO and impose penalties, if it suspects You have breached any of the above provisions, including but not limited to Prohibited Content and security violations.

9.    Limited Warranty

The Service, its operation, its use and the results of such use shall be performed in a professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF ADSTRACT AND ADVERTISER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, ADSTRACT SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO ROUTINES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY.  IN THE EVENT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. Adstract will make reasonable commercial efforts to keep its Service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Adstract shall not be responsible for any system downtime. Advertiser agrees not to hold Adstract liable for any of the consequences of such interruptions. ADVERTISER SHALL HAVE NO LIABILITY, UNLESS THE FOLLOWING ACTIONS ARE A RESULT OF ADVERTISER’S GROSS NEGLIGENCE OR FRAUD, (I) FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY PUBLISHER WEBSITE OR PUBLISHER’S CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS; OR (II) WITH RESPECT TO ADVERTISER OBLIGATIONS HEREUNDER; FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ADVERTISER HAS BEEN NOTIFIED OF SUCH DAMAGES.

10.  Limitation of Liability

EXCLUDING LIABILITY ARISING FROM OR RELATING TO EACH OF THE PARTIES OBLIGATION TO KEEP INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED “NON-DISCLOSURE” BELOW AND ANY BREACH BY ADVERTISER OF INTELLECTUAL PROPERTY RIGHTS, NEITHER ADVERTISER, ON THE ONE HAND, NOR ADSTRACT OR ITS SUPPLIERS OR RESELLERS OR OTHER ADVERTISERS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY INFORMATION PROVIDED ON THE COMPANY WEBSITE OR PUBLISHER WEBSITE OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE COMPANY WEBSITE OR PUBLISHER WEBSITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY IN SUCH JURISDICTIONS, A PARTY’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

YOU AGREE THAT ADSTRACT, ALTHOUGH THE PROVIDER OF THE SERVICE, HAS NO RESPONSIBILITY OR LIABILITY AS A RESULT OF PLACEMENT OF AUTHORIZED LINKS OR AD UNITS LINKING TO OR AT PUBLISHER’S WEBSITE.

11.  Indemnification

Advertiser shall defend, indemnify and hold Adstract and Publishers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Publishers, directly or indirectly as a result of (a) Advertiser’s breach of or non-compliance with this Agreement, including but not limited to Prohibited Content and other prohibited uses, (b) Advertiser’s violation of any law, or an alleged violation of law by Adstract, that is a direct or indirect result of Advertiser’s use of the Service, (c) Advertiser’s use of the Service, (d) any content, goods or services offered, sold or otherwise made available by Advertiser to any person, and (e) any violation or alleged violation by Advertiser of any rights of another, including breach of a person’s or entity’s Intellectual Property Rights (each (a)-(e) individually is referred to hereinafter as a “Claim”).

Should any Claim give rise to a duty of indemnification under this Section ‎11, Adstract shall promptly notify Advertiser, provided that a failure to give prompt notice shall not excuse or diminish the Advertiser’s obligations under this Section, and Adstract shall be entitled, at its own expense, and upon reasonable notice to Advertiser, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Advertiser’s obligations to indemnify or hold Adstract harmless. Advertiser shall not settle any Claim without Adstract’s prior written consent. Advertiser also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section ‎11. In the context of this Section ‎11 only, the term “Adstract” shall include officers, directors, employees, corporate affiliates, subsidiaries, parents, agents, partners and subcontractors.

12.  Non-Disclosure

The parties acknowledge that in the course of this Agreement one party may pass to the other confidential and proprietary information (“Confidential Information”). Each party (the “Receiving Party”) agrees not to disclose or disseminate the Confidential Information without the disclosing party’s (“Disclosing Party”) written consent. The term “Confidential Information” shall not include: (i) information that is or becomes part of the public domain through no action or omission by Receiving Party; (ii) that becomes available to the Receiving Party via a third party without knowledge or action by said by Receiving Party of any breach or violation of fiduciary duty, or; (iii) that Receiving Party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to Adstract any Confidential Information provided by Adstract to You under this Agreement.

13.  Privacy Policy

13.1.              Adstract respects the privacy of its users and promises not to disclose personally-identifiable information (“PII”) to third parties without the express permission of You. We will not sell Your name, e-mail address, phone number, or any other PII to anyone else. We consider this information to be private, and it will remain as such. If You have any questions about Your privacy rights, contact your account manager. For our complete Privacy Policy (which is incorporated herein into this Agreement), click here.

13.2 At all time during the term of this Agreement, Advertiser agrees: (i) to comply with all applicable Data Protection Laws, which is defined as the law of the country corresponding to the place of collection of user data, and the place of residence of the user whose PII is collected; (ii) to get affirmative consent of end-users prior to the fist occurrence that third parties may be placing and reading cookies on end users’ browsers to collect information in the course of the advertising or content being served (click herefor company’s End-User Privacy Policy); (iii) to conspicuously display, maintain, and make readily accessible to end users, a privacy policy that complies with applicable law and provides information on End User’s data collection practices, including information on the kind of data collected, the purposes for which the data will be processed, any disclosures that will be made of the data and use of any tracking mechanism, information on how to disable those tracking mechanisms; and (iv) that use of the platform or Service shall be governed by and subject to the Privacy Policy (which is incorporated into this Agreement).

13.3 At all time during the term of this Agreement, You agree not to associate any cookies with any PII, or set, read, write, modify or delete any cookies on an adk2 domain, or use cookies or tracking technologies through the platform or Service in a manner that could collect or transmit PII unless prior to the first occurrence of any such collection or transmission, Advertiser:  (i) first, fully, accurately, clearly and conspicuously discloses the type of information collected (described with specificity in the case of PII), the method of collection (e.g. by registration, etc.), and the location of (i.e., a link to) the privacy policy that governs the collection, use and disclosure of the information; and (ii) then, obtains the end user’s affirmative consent to such collection and/or transmission;

13.4 We reserve the right to change the required privacy disclosures as mandated by law including self-regulation or practice, upon written notice to our customers.  You agree to cooperate to implement such revised disclosure or such other disclosure as may mutually be agreed, or the company has the right to terminate if not cured after notice of breach. You further agree upon request to provide us with a copy of the most current privacy policies, or any changes thereto, at the same time that such privacy policies or changes are made.

13.5 Adstract reserves the right to be able to utilize any data tracked or gathered from Your use of the Service in accordance with its Privacy Policy and to aggregate and analyze Service trends, monitor Service efficiencies, and perform such other analysis as Adstract deems appropriate.

13.6 Advertiser may include cookies/pixels or other data gathering methods within its Advertising content in order to track and monitor the end-user activity, provided however that all such methods shall be in compliance with the terms of this Agreement, shall comply with all applicable law and industry standards, shall not collect or transmit any PII and shall comply with Adstract’s privacy policy. Advertiser further agrees to comply with such standards regarding Adchoice.

14.  Copyright Policy

For Adstract’s copyright policy details, click here.

15.  Representations

Adstract makes no representations whatsoever about any other Website which You may access through the Service. In addition, a Link to a non- Adstract Website does not mean that Adstract endorses or accepts any responsibility for the content or the use of such Website.

16.  Entire Agreement and Amendment

This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click through” acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, Adstract shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

17.  Assignability

Advertiser or Adstract may assign this Agreement to any successor or affiliate upon notice to the other party, provided, in the case of Adstract, the assignee continues to fulfill its obligations and provide the Service hereunder.

18.  Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terror, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

19.  Jurisdictional Issues

This Agreement shall be governed by New York, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of New York, NY, USA and all parties consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

20.  Miscellaneous

This Agreement and any addendums or separate agreements executed between You and Adstract (which shall be deemed a part of this Agreement and which may be executed separately between the parties) represent the complete agreement concerning this license and may be amended only in accordance with Section 16 above. THE ACCEPTANCE OF ANY INSERTION ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR IO. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

21.  Definitions

The following terms used in this Agreement shall have the meaning as defined below:

 

Adstract” or “Company” – the entity as set forth on the IO or Adstract, including its direct and indirect subsidiaries and affiliates, parent companies or related companies.

Adstract Quality Standard Guidelines” Adstrcat Quality Standard Guidelines (for Advertisers), attached hereinafter.

Ad Unit” means any advertising unit which may be in the form or format of any Adstract approved media (such as but not limited to, banner, video or rich-media) that may be hosted by the Service or by another hosting/service provider that is provided to a Publisher (via an ad tag) for insertion on the Publisher’s Website.

Advertiser” or “You” a Website, company, agency or other entity that pays a for a legitimate sale, lead, Click, Impression, view or other Measurable Action by a Visitor, and uses the Service to facilitate any of the following (but not limited to) activities or actions: sign-ups, registrations, Ad Unit distribution, tracking, reporting, and commission Payouts.

Agreement” this Advertiser’s Terms.

Click” occurs when an internet user clicks on a Link that a Publisher has placed for an Advertiser.

Company” – see “Adstract”.

Company Channels” as described in section 1.1 to this Agreement.

Company Website” refers to any Website owned or operated by Adstract.

Impression” occurs when an internet user views an Ad Unit on a Publisher’s Website.

Insertion Order” or “IO” is an amendment or an exhibit to this Agreement that may be signed between You and Adstract for a specific advertising campaign. The IO shall be considered an addendum to this Agreement and shall include campaign specific information such as, but not limited to, the campaign name, geo or demographic targeting information, Ad Unit type, cost per Ad Unit, quantity of Ad Units and overall campaign budget and payment terms. By executing an IO, You also agree to be bound to the terms of this Agreement. In the event terms in the IO differ from terms herein, the terms of the IO shall prevail.

Link” means a hyperlink placed on a Publisher’s Website on an Ad Unit, or the Ad Unit itself, served by Adstract that, when clicked on may direct user to Publisher’s Website or other Websites for the Offer or may initiate an action (such as video play). The Link may be in the form of text, a product image, a video overlay, a button, a banner or any other format acceptable to You, and defined only through Your program on Adstract.

Measurable Action” occurs when internet users complete either a purchase, lead form, registration, Impression, view or other action which the Advertiser has defined as a target. When a Measurable Action can be matched, by Adstract to a previous Click, a Payout occurs and is tracked by Adstract. For Impressions or other non-performance actions, the Payout shall be based on such agreed terms.

Offer” means an offer for product, service, program, survey, lead or advertisement or any other offer that a Visitor to Publisher Website from the Link receives or is offered. You are responsible to update any such Offers and to notify an individual person within 24 hours that the Offer or specific offer ceases to be valid.

Payout” means the amount sale commission, lead commission, Impression commission, view commission or Click commission or other payment amount, established and agreed upon by Adstract and You and as specified in an addendum to this agreement (for example an Insertion Order) or in an agreement signed between You and Adstract. The Payout may be expressed as a set amount or as a percent of sales or by way of revenue sharing.

Prohibited Content” means the prohibited content provisions as described in the Adstract Quality Standard Guidelines.

Publisher” means an individual, person or company that owns or manages a Website(s) and who has been approved as a publisher in any of the Company Channels. Publishers are required to accept and shall be bound by the publisher terms of use. A Publisher places an Ad Unit (via means of an ad tag or other Adstract approved method) on their Publisher’s Website and for which their Visitors may view the Ad Unit (such as via Auto-Play or may be required to complete a Measurable Action of the Ad Unit), such as, but not limited to an Impression, registration, sign-up, purchase, lead, form completion, view, survey or other Measurable Action by a Visitor. The Publishers are paid a Payout payment for such Measurable Action from the funds paid by You for the campaigns.

Publisher’s Website” a publisher Website refers to any media format on which an Advertiser’s Ad Units may be displayed. For purposes herein, this will include any inventory from any of Company Channels.

Service” a service which allows Advertisers to provide Ad Units to Publisher Websites to run and/or participate in any developed, operated and provided by Adstract through one of Company Channels.

Tracking Code” means a small piece of HTML or URL code given to the Advertiser by Adstract, for applicable Ad Unit campaigns, which is used by Adstract to provide the Service and to track the Ad Unit activity/ performance.

Video” means a video (or video URL link) supplied by an Advertiser to Adstract which may be embedded by a Publisher (as an Ad Unit) on which interactive and clickable Links may be overlaid to allow a Visitor to Click on such a Link or view such advertisement as an Impression.

Visitor” means any person, or user that clicks on an Ad Unit placed on the Publisher’s Website or Link to Your Publisher’s Website through the Adstract Service.

VOID” means a reversal of a transaction previously earned for a Measurable Action that is later voided by You. You may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons in accordance with the terms of this Agreement.

Website(s)” – internet domain, or a portion of a domain and/ or application.

You” see “Advertiser

Last update: October 2016

 

 

 

Adstract Quality Standards Guidelines (for Advertisers)

 

1.    Definitions

The following terms shall have the meaning ascribed to them:

 

Ad Unit” means any type of promotional material or content, as provided by the Advertiser or on its behalf, in any format and however delivered.

 

2.    General

  • Unless otherwise agreed to by Adstract, the Ad Units shall comply with the creative guidelines provided herein, including those instructions contained in the documentation which shall be provided by Adstract from time to time. Failure to comply with these terms shall be deemed as a breach of the Agreement and may result in immediate termination from the Program.
  • Advertiser will ensure, by agreement, instruction or any other legally enforceable means, that all third parties by which Ad Units are delivered have adopted and implemented technology and methodologies (and agreed in writing thereto) to ensure Advertiser is in compliance with the foregoing obligations.

3.    Creative Guidelines

Prohibited Content

Ad Units must not feature or link to “Prohibited Content”, as determined by Adstract in its sole discretion. Prohibited Content includes but is not limited to, any of the following:

3.1 Sexually explicit or pornographic content;

3.2 Any content that puts other people in harm, or condones violence, hatred, bigotry or discrimination against other persons or groups, based on any characteristic (for example ethnic origin, religion, nationality, disabilities, race, gender identity or sexual orientation);

3.3 Any content that contains defamation, or condones bullying, intimidation, stalking or harassment against any person;

3.4 Any disturbing or offensive content, including excessively profane, obscene or vulgar content, or any content that is primarily intended to be disrespectful or shocking;

3.5 Extreme graphic or explicit violence, including the depiction of especially vivid, brutal and realistic acts of violence.

3.6 Any content which promotes or facilitates illegal activities (for example unauthorized gambling, black-hat hacking, cracking, or warez), or any content that promotes the sale or consumption of illegal products (for example illegal drugs);

3.7 Promotion of dangerous products (for example weapons or ammunition);

3.8 Any content that infringes, or facilitates the infringement of other persons’ rights (for example privacy or publicity rights);

3.9 Any content that infringes, or facilitates the infringement of intellectual property or copyrights;

3.10 Any content that impersonates relationship or affiliation with other persons or organizations when it is not the case, or engages in any deceptive or misleading practices;

3.11 Any content that introduces any security vulnerabilities or otherwise harm, limit or degrade the performance of other persons’ devices, software, hardware, equipment or data (for example distributing malware, viruses, worms, Trojan horses or other malicious software or scripts; fake tech support);

3.12 Ad Units that are “directed to children” under the age of 13, as that term is defined under the U.S. Children’s Online Privacy Protection Act and applicable regulations.

WordPress Image Lightbox Plugin