PUBLISHER TERMS AND CONDITIONS

Definitions. As used in these Terms and Conditions attached to this Publisher Placement Insertion Order (the “Order”), "Company" shall refer to AdSupply Inc.; “Publisher” shall refer to You; “Advertising” shall mean a promotional message for the purpose of publicizing products or services.

  1. 1. Non-Exclusive Representation. Publisher hereby appoints Company as a non-exclusive representative for the sale of Advertising on Publisher owned Websites. Pursuant to the terms of this Agreement, Company and its authorized representatives shall have the right to sell media space on the Publisher’s Websites for the display of Advertising. Publisher agrees to cooperate with Company to facilitate Company’s performance of the services described in this Agreement
  2. 2. Advertising Inventory.
    1. 2.1. Publisher Requirements. To enable Company to maximize the Advertising revenue for the Website, Publisher agrees to, at minimum, work with Company to ensure the quality of inventory that is allocated for sale. This may include adding/removing ad code tags and ad unit sizes with prior approval of Publisher. This also includes implementing all Company ad code “above the fold.” For purposes of this agreement, “above the fold” shall mean that Company Advertising can be viewed by a visitor to the Publishers website without the visitor having to scroll down the page. Failure to display Advertising above the fold will result in the termination of this agreement and forfeiture of any monies due Publisher for the Advertising.
    2. 2.2. Ad Code Tagging of Web Pages. Publisher agrees to code the pages of the Web Site with the ad code provided by Company within five (5) business days of Publisher’s receipt of such ad code. During the term of this Agreement, Publisher agrees to maintain on the Web Site all ad code necessary for Company to serve Advertising. If Publisher approves any other form of Advertising that requires Publisher to add additional ad code or make other modifications to the Website, or otherwise to change Publisher’s advertising practices, Publisher agrees to take such required actions promptly and diligently. If at any time Company requests that Publisher remove or alter certain ad code for any reason, Publisher agrees do so within twenty-four (24) hours, and send an email confirmation to Company upon such removal or alteration.
  3. 3. Compensation.
    1. 3.1. Payment Terms. Company shall invoice and collect from Advertisers all Advertising fees. Company shall pay Publisher its share of Net Billings within thirty (30) days of the end of the month in which Advertising revenue is received by Company from Advertisers. In the event the Publishers compensation amount is less than $50 for any given month, Company shall hold payment until the total compensation due to the Publisher is greater than $50.
    2. 3.2. Taxes. Company assumes no responsibility for paying income taxes on behalf of Publishers. By participating in the service, Publishers assume complete and sole responsibility for any taxes owed as a consequence of participation in the service. Company shall provide Publishers with appropriate tax information, including earnings on Form 1099. Publishers residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to Company for tax reporting purposes. 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.
    3. 3.3. Revenue Share. For Advertising sold on a Revenue Share basis, the parties agree that in consideration for Company’s performing its services as described in this Agreement, Company shall retain fifty percent (50%) of the Net Billings generated from the sale of Advertisements on the Web Site. "Net Billings" means amounts billed to Advertisers by Company for the sale of Advertising on the Website, which amounts may have been reduced by applicable rate card and volume discounts, and agency commissions.
    4. 3.4. Adjustments. At the end of the monthly billing period, adjustments may be made to the Publisher payments due to Advertiser discrepancies, rate changes, or traffic fraud. These Adjustments are calculated and applied to Publisher by Company at their sole direction.
  4. 4. Purchaser's Representations and Warranties. Publisher warrants and represents at all times that Publisher (i) owns and/or has the right to use all materials contained on the Website, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, (ii) has secured the requisite permission to use any person's name, voice, likeness and performance as embodied in such materials, or any other element contained in said material; and (iii) the Web Site will not infringe the patents, copyrights, trademarks or any other right of any third party. In addition, Publisher represents and warrants at all times that Publisher’s Websites shall not contain, or contain links to, content promoting the use of alcohol, tobacco or any illegal substance; expletives or inappropriate language; content promoting illegal activity, racism, hate, “spam,” mail fraud, pyramid schemes, or investment opportunities or advice not permitted under law; content that is libelous, obscene, objectionable, defamatory, contrary to public policy, or otherwise unlawful, or any other content deemed inappropriate by Company in its sole discretion. Publisher agrees that it shall not run “robots” or “spiders” against its Websites or use any means to artificially increase the Impressions available with respect to the Inventory.
  5. 5. Proprietary Rights. Publisher hereby grants to Company a worldwide, non-exclusive, royalty-free license to collect and use for Company’s business purposes information gathered by Company in connection with ad delivery to the Website, including, without limitation, click-stream information.
  6. 6. Privacy Policy. Publisher agrees to post on its Website a privacy policy, linked, at a minimum, conspicuously from the Website’s home page, with a link that contains the word “Privacy,” that, in addition to the disclosures about Publisher’s privacy practices, clearly and conspicuously discloses (a) Publisher’s use of a third party for its ad serving activities; (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of the Publisher’s content; and (c) the user's ability to opt out from such collection and use. Company reserves the right to change its suggested disclosure language, including requiring certain disclosures as mandated by law (including industry self-regulation or practice), upon written notice to Publisher, and Publisher agrees to cooperate to post such revised disclosure within three (3) business days following receipt of such notice, or otherwise post within five (5) business days following receipt of such notice such other disclosure as may be mutually agreeable to the parties. Company shall have the right to terminate this Agreement on five (5) days prior written notice to Publisher if Publisher breaches this Section 19 and fails to remedy such breach within said five (5) day period
  7. 7. Mutual Warranty Disclaimer; Limitation of Liability. Company and Publisher make no warranties of any kind, whether express or implied, as to the subject matter of this Agreement, including any warranty of merchantability or fitness for a particular purpose. Company and Publisher shall not be liable for the actions or omissions of any Advertiser in connection with such Advertiser’s utilizing any advertising space on the Web site, nor for the content of any such Advertiser’s Advertisement or other advertising materials. Company and Publisher shall not be liable for any unavailability or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL Company’S OR PUBLISHER’S LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE BY Company TO PUBLISHER HEREUNDER DURING THE PRECEDING 12 MONTHS.
  8. 8. Indemnification. Publisher shall indemnify, defend and hold harmless Company, Company’s subsidiaries and affiliates, and the respective partners, agents, officers, directors and employees of each of the foregoing, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses), whether incurred due to third party claims or otherwise, arising or resulting from or caused by (i) any breach or default by Publisher in the performance of any of its obligations under this Agreement; (ii) any breach of any representation, warranty, covenant or agreement by Publisher; or (iv) any transactions with Users, including without limitation any purchases by such Users of products or services sold on the Web site. Publisher agrees that its indemnity obligations to Company shall extend to Advertisers purchasing Advertising on the Website.
  9. 9. Traffic Reports. Company will report traffic to Publisher in a manner and on a schedule determined by Company unless otherwise requested in writing by the Publisher and agreed to in writing by Company. Payment to Publisher shall be due and payable at the rate and full amount provided for herein, based upon the measurement criteria (e.g. impressions, etc.) as reported to Publisher by Company.
  10. 10. Legal Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, Company shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.
  11. 11. Governing Law. The parties agree that this Order will be construed in all respects in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed therein, and, in the event of any dispute related to the subject matter of this Order, the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts located in the State of California, LA County.
  12. 12. Notice. All notices and approvals desired or required to be given to either party hereunder shall be in writing and shall be deemed given when delivered via (i) certified mail, return receipt requested, all charges prepaid, (ii) Federal Express, UPS One-Day Service, or other similar overnight courier service, with proof of sending, or (iii) hand delivery, with acknowledgement of receipt, transmission, in each case to the other party’s address set forth herein
  13. 13. Assignment. Neither party may assign this Order, in whole or in part, without the other party’s prior written consent, except that either party may assign this Order without consent of the other in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Order other than as permitted herein will be null and void. Without limiting the foregoing, this Order will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
  14. 14. Severability. If any term or provision of this Order is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Order shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.
  15. 15. No Partnership. Nothing contained in this Order shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint venturer of the other, it being understood and agreed that the relationship of the parties is that of independent contractors.
  16. 16. Defaults; No Waiver. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under this Order or under law or otherwise shall be cumulative and not alternative.
  17. 17. Entire Agreement. This Order is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof. This Order may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought, and not otherwise.