Advertiser Terms and Conditions
This Addictive Ads Inc. Advertiser Terms & Conditions (“Advertiser Agreement”), shall govern the relationship between Addictive Ads Inc. (“Addictive Ads Inc.”) and the Advertiser (“Advertiser”), whereby Advertiser may obtain access to the Addictive Ads Inc. Advertising Network (“Addictive Ads Inc. Advertising Network”) of registered third party affiliates and publishers (“Media Partners”), and related technology and software (“Addictive Ads Inc. Advertising Network Ad Server”), to market customized advertisements and links provided by Advertiser and/or Addictive Ads Inc. (“Ads,” as further defined below). The Addictive Ads Inc. Advertising Network, as well as the services provided by Addictive Ads Inc. in connection therewith (“Services”), are further described in the Insertion Order (“IO”) which refers to these Advertiser Terms & Conditions (the IO, together with this Advertiser Agreement, the “Agreement”). The terms of the IO shall supersede all contrary terms set forth in this Advertiser Agreement, unless expressly set forth to the contrary. In any instance where Advertiser is an agency entering into the Agreement on behalf of a client, any reference to “Advertiser” shall refer jointly to Advertiser as well as the applicable underlying client.
- on Media Partner websites via the Addictive Ads Inc. Advertising Network Ad Server for impressions-based (“CPM”), click based (“CPC”) and action based (“CPA”) Ad Campaigns as defined below; or
- by Media Partners via e-mail based marketing, search engine marketing, website based marketing and/or other online and mobile marketing means. In connection with such Ad Campaigns, Advertiser shall pay Addictive Ads Inc. commissions depending on the number of valid clicks (“CPC”) or valid, compensable conversion events such as leads, downloads, installs, users, paying users or any other defined action or result generated on behalf of Advertiser as set forth in the subject IO (collectively, “CPA” or “Actions”; including “CPC”). The applicable Actions, the fees due to Addictive Ads Inc. for each Action and other applicable terms and conditions of the Ad Campaigns entered into hereunder shall be specified in each IO. Addictive Ads Inc. shall not be held liable or responsible for any actions or omissions of its Media Partners.
- “manual” matching of MAC addresses, IDFAs or any other unique identifiers that can be retrieved ex-post by the Media Partner and Advertiser in order to determine attribution and number of conversion events, or
- approximation based on historical conversion rate data (click-to-action) from Addictive Ads Inc.’s system in the following preferential order:
- if available from the same campaign, or
- from the most comparable campaign for which historical data is available in Addictive Ads Inc.’s system.
“Comparable” means that the campaign should be closely comparable with regards to the defined conversion event (“action”), product and platform, chosen countries, advertising methods used and Media Partners.
- it rejects within two (2) days of its receipt thereof; and
- both parties determine is not a Valid Action (as defined below).
A “Valid Action” means that the action
- was not performed by a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method designed to appear like an individual, real live person;
- in the case of CPA-based Campaign, is a valid sale that is not fraudulent, cancelled, charged back or otherwise nullified.
Addictive Ads Inc. retains the right to charge additional fees and interest for the delay of payments. Our delayed payments fee structure is as follows: 10 USD administration per month plus 3% of invoiced amount per month (uncompleted months will be charged on a pro rata basis).
- Advertiser will pay Addictive Ads Inc. all amounts then due and owing as of the termination date within seven (7) days as set forth in Section 6 hereinabove;
- any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and
- any and all Confidential Information or proprietary information of either party that is in the other party’s possession or control must be immediately returned or kept confidential stated out in §13.
- it has the power and authority to enter into and perform its obligations under the Agreement;
- at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, “Laws”);
- it owns and/or has any and all rights to permit the use of the Advertiser Ads and, where approved, Addictive Ads Inc. Advertising Network Ads, by Addictive Ads Inc., the Media Partners, as contemplated by the Agreement;
- at all times, the Ads (and their transmission), the Advertiser Products, any Advertiser website linked to from the Ads and Advertiser itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;
- the Ads, Advertiser Products, any Advertiser website linked to from the Ads do not:
- contain any misrepresentations or content that is defamatory;
- contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;
- contain any “worm,” “virus” or other device that could impair or injure any person or entity;
- Advertiser is not, nor is Advertiser acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”); and
- Advertiser is not, nor is Advertiser acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time.
- a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;
- the material terms of the Agreement and/or any associated IO(s);
- any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:
- who need to know such information in order for the Receiving Party to perform its obligations hereunder; and
- who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
- is generally available to or known to the public through no wrongful act of the receiving party;
- was independently developed by the Receiving Party without the use of Confidential Information; or
- was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.
- GDPR. Without constraining the all-inclusive statement of the terms of the understanding, for Advertiser/Agency/Publisher who have clients situated in EEA, Advertiser/Agency/Reseller recognize and concur that your gathering, utilize, sharing as well as treatment of any Personal Data (in that capacity term is characterized under the General Data Protection Regulation (“GDPR”) must be in consistency with the necessities of GDPR. On the off chance that Advertiser/Agency/Publisher whether without anyone else or through its outsiders give or offer Media Company any Personal Data for clients situated in EEA, Advertiser/Agency/Publisher will as the Controller (all things considered term is characterized under GDPR) stay in charge of getting suitable client assent and execute a pertinent information security understanding for setting out the terms of Processing (term is characterized under GDPR) by Media Company. Where you plan to share any EEA client Personal Data as characterized under GDPR with Media Company, please share your data protection agreement with us for review. You concur not to share any EEA client Personal Data with Media Company aside from where such a data protection agreement has been executed.
If Advertiser/Agency/Reseller are a GDPR compliant demand partner with Media Company and where you or your third parties (at your behest) are receiving EEA user Personal Data as defined under GDPR from Media Company, you accept the terms of the data protection module as set out in Advertiser Data Protection Module “http://addictiveads.com/data-protection/advertiser-data-protection-module/” for the permitted scope of Processing of such Personal Data by you. If you have not accepted the said data protection agreement, Media Company as the Controller will not be in a position to share any such Personal Data with you or your third parties.
- Advertiser recognizes that Addictive Ads Inc. has proprietary relationships with the Media Partners. Advertiser agrees not to circumvent Addictive Ads Inc.’s relationship with such Media Partners, or to otherwise solicit, purchase, contract for or obtain services similar to the Services performed by Addictive Ads Inc. hereunder from any Media Partners that is known, or should reasonably be known, by Advertiser to have such a relationship with Addictive Ads Inc., during the term of the Agreement and for six (6) months following termination or expiration of the Agreement. Notwithstanding the foregoing, to the extent that Advertiser can show that any such Media Partners already provided such services to Advertiser prior to the date of the first IO executed by the parties, then Advertiser shall not be prohibited from continuing such relationship.
- Advertiser agrees that monetary damages for a breach, or threatened breach, of this Section will not be adequate by themselves and that Addictive Ads Inc. shall be entitled to liquidate damages from Advertiser in the amount equal to one hundred percent (100%) of the fees paid by Advertiser to the subject Media Partner, as applicable, for the prior twelve (12) month period. If the respective period is shorter than 12 months, the amount due will be calculated based on the true duration of the partnership to an equivalent of 12 months. Advertiser has the right to prove that no or only substantial lower damages occurred and Addictive Ads Inc. has the right to prove that higher damages occurred.
- Addictive Ads Inc. may make changes to the Agreement (including amendments) at any given time, for the future, if this should prove necessary (in particular to reflect changes in the Addictive Ads Inc. Advertising Network or changes in the legal framework applicable to it, such as new legislation or case-law) and provided the Advertiser is not disadvantaged contrary to good faith.
- The Advertiser will be notified of changes to the Agreement in appropriate written form (possibly via e-mail). Addictive Ads Inc. will notify the Advertiser on the Addictive Ads Inc. Advertising Network, or via e-mail.
- The Advertiser may dispute changes to the Agreement within a time period of two weeks following receipt the notification of the changes and the possibility of taking notice thereof. It is recommended that the Advertiser submit its opposition in writing (for example via e-mail).
- The changes to the Agreement become binding in the event that the Advertiser
- does not dispute the changes within the above-mentioned time period or
- continues to use the Addictive Ads Inc. Advertising Network or
- continues to place IOs, after having received the notification of the changes to the Agreement without having disputed the changes.
- Addictive Ads Inc. will inform the Advertiser about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Advertiser about the changes to the Agreement.
- If the Advertiser disputes the changes in time, each party may terminate the Agreement with one month’s prior notice unless termination is possible at any time according to § 8 or the IO. Until termination, the Agreement in their former version will govern the Advertiser’s relationship with Addictive Ads Inc.. The Advertiser does not have any other claims against Addictive Ads Inc..
- Neither party may assign, transfer or delegate any of its rights or obligations under the Agreement or any IO without the prior written consent of the other party.
- The Agreement shall be construed in accordance with and governed by the laws of Canada.
- The courts of British Columbia, Canada, shall have exclusive jurisdiction.
- By registering, you grant Addictive Ads Inc. the right to name the Advertiser as a reference for Addictive Ads Inc.’s Services. This includes the right to use the Advertiser’s logo on Addictive Ads Inc.’s websites. The Advertiser may revoke this right at any time, in writing, for any future use.
- The Agreement, any exhibits attached hereto and any and all applicable IO(s) represent the complete and entire expression of the agreement between the parties. The Agreement, any exhibits attached hereto and any and all applicable IO(s) may be amended only by a written agreement executed by an authorized representative of each party. To the extent that anything in or associated with any IO is in conflict or inconsistent with the Agreement, the IO shall take precedence.
- Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect. This also applies if the Agreement is incomplete.
- Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, employment, franchise or joint venture between the parties.(s).
IN WITNESS WHEREOF, Addictive Ads Inc. and Advertiser have caused this Advertiser Agreement to be executed by their duly authorized representatives.