ADKNOWLEDGE ADVERTISER MASTER TERMS AND CONDITIONS



1. Introduction. These Master Terms are entered into by Advertiser and set forth the terms and conditions upon which Adknowledge may deliver Advertiser's Campaign. Capitalized words used in these Master Terms shall have the meanings ascribed to them in Section 2 below.

2. Definitions.

  1. Action” means an act or event by a third party upon which Advertiser’s payment obligation is based, as set forth in this Agreement.

  2. Ad Unit” means Advertiser’s advertising unit.

  3. Addendum” means an addendum attached hereto or otherwise agreed to by Advertiser and Adknowledge that incorporates these Master Terms.

  4. Adknowledge” means Adknowledge, Inc. or a subsidiary thereof, as identified in an Addendum or an Insertion Order.

  5. Advertiser” means the individual or the business, company or other entity that accepts these terms electronically or otherwise or that enters into an Addendum or Insertion Order with Adknowledge.

  6. Advertising Content” means the Ad Unit and/or any keywords, content, applications, products, and/or services associated with the Campaign, including but not limited to the content and operation of any Web pages associated with the Campaign.

  7. Agent” means an agency acting on behalf of Advertiser.

  8. Agreement” means these Master Terms and any applicable Addendum and Insertion Order.

  9. Campaign” means (i) the delivery of an Ad Unit by Adknowledge across Adknowledge’s applicable network and, generally, consists of the Advertiser-selected Ad Unit, budget, flight date(s), and if/as applicable, category and geo-targeting selection(s), and/or (ii) the delivery of users to Advertiser content including, but not limited to, Web pages.

  10. Consumer Data” means consumer-related data collected or provided by Advertiser under this Agreement, including but not limited to email addresses.

  11. CPA” means cost per action.

  12. CPC” means cost per click.

  13. CPI” means cost per install.

  14. CPM” means cost per thousand impressions.

  15. CPU" means cost per user.

  16. CPV” means cost per view.

  17. Insertion Order” means a signed insertion order agreed to by Advertiser and Adknowledge that incorporates these Master Terms.

  18. Install” means an installation of an application by a third party upon which Advertiser’s payment obligation is based, as set forth in this Agreement.

  19. Law” means applicable laws, rules, regulations, treaties, and statutes.

  20. Master Terms” means these Adknowledge Advertiser Master Terms and Conditions and each Addendum.

  21. Network” means Adknowledge or third party distribution networks, which may include but not be limited to the following: domain, email, newsletter, search, mobile, and displayed web content.

  22. Privacy Policy” means a privacy policy that complies with Law, that is prominently available to users, and that contains the following: (i) a description of the use of advertising technology relating to data collection and targeting activities, (ii) a description of the collection and use of user data by Advertiser and third parties, (iii) a description of the provision of user data to third parties, and (iv) a free, functioning, easy to use “opt-out” or “unsubscribe” method for users to opt-out of data collection.

  23. Taxes” means any government imposed taxes or charges imposed on Advertiser pertaining to the performance of this Agreement, including but not limited to value added, sales, use, withholding, and excise taxes.

3. Campaigns. (a) From time to time, Advertiser may direct Adknowledge to run Campaigns which have been approved by Advertiser pursuant to this Agreement. Ad Units shall generally be displayed across the Network on or within Adknowledge or third party creative content, unless Advertiser opts out of a Network in the manner specified by Adknowledge. Additionally, users may be redirected by Adknowledge and/or its publishers to the Advertising Content via direct navigation.

For example purposes only, and without limitation to other examples that may apply, if Advertiser bids on the category "car insurance," when an end user clicks on a car insurance link on a participating Adknowledge or publisher website or clicks on car insurance creative in an email, the user may be redirected to Advertiser's website.

(b) All requested URL links, category choices, descriptions and bids are subject to Adknowledge’s approval. Adknowledge reserves the right to reject, cancel or remove any Advertising Content, URL link, website to which an Ad Unit is linked, category selection(s), terms, descriptions and bids at any time for any reason whatsoever and Adknowledge, its employees, consultants and other agents shall have no liability for such decisions. Adknowledge does not guarantee that the Advertising Content will be available or displayed and Advertiser understands that Adknowledge reserves the right to not place Ad Units.

(c) ADKNOWLEDGE’S SERVICES ARE SUBJECT TO PERIODIC UPDATING, WHICH MAY RESULT IN INTRODUCTION, WITHOUT NOTICE, OF NEW DISTRIBUTION NETWORKS AND/OR ELIMINATION OR MODIFICATION OF EXISTING NETWORKS, AND CERTAIN PRODUCT OFFERINGS MAY BE CPA OR CPC BASED, NOTWITHSTANDING A DIFFERENT MODEL FROM SOME OR ALL OF THE OTHER PRODUCTS IN THE SAME NETWORK. SUCH MODIFICATIONS MAY HAVE AN ADVERSE IMPACT ON THE QUALITY OF CLICKS, ACTIONS, IMPRESSIONS, INSTALLS, OR OTHER PAYABLE EVENT UNTIL EACH UPDATE IS ASSESSED, PERFECTED OR REJECTED IN ADKNOWLEDGE’S SOLE DISCRETION.

4. Payment.

  1. Advertiser shall pay for all charges incurred by Advertiser in connection with Advertiser’s Campaign. Unless otherwise set forth in an Insertion Order or an Addendum, the amounts owed are measured by tracking reports prepared by Adknowledge, and Advertiser understands and agrees that such reports shall be sole measure of the amounts owed. Advertiser agrees to make timely payment to Adknowledge regardless of whether Advertiser receives payment from its client, customer or any other third party. Advertiser acknowledges and agrees that Advertiser may be charged an amount up to ten percent (10%) more than Advertiser’s monthly Campaign budget for charges incurred resulting from the time it takes to effectively cease further payable events. Unless otherwise agreed in an Insertion Order or an Addendum, Advertiser’s full payment for each Campaign is due prior to commencement of the Campaign and may be made through ACH, wire transfer or any major credit card, unless otherwise required by Adknowledge. Advertiser shall pay for all charges in US Dollars, unless otherwise agreed in writing by Adknowledge. A non-refundable deposit of $500 (or other amount specified by Adknowledge, in its sole and absolute discretion) to cover set-up costs may be required by Adknowledge to initiate services to Advertiser. If Advertiser is offered and selects an autoreplenish feature, Advertiser hereby authorizes Adknowledge to charge Advertiser’s credit card for the pre-determined amount set by Advertiser. If Adknowledge is unable to charge Advertiser's credit card, Adknowledge may, in its sole discretion and in addition to any other remedies available to it under this Agreement and any and all Laws, suspend or terminate Advertiser’s account. Advertiser shall be responsible for the payment of any and all charges and/or fees incurred by Adknowledge from any credit chargeback due to improper credit card information provided to Adknowledge. Adknowledge may, in its sole discretion, extend, limit, revise, or revoke credit terms to Advertiser, which may include, but not be limited to, requiring a parent guaranty. Advertiser understands and agrees that if Advertiser is past due in payments owed to Adknowledge under this Agreement, (i) such past due payments shall accrue interest at the rate of 1.5% per month or the highest rate permitted by law, if less, (ii) all costs of collection, including but not limited to reasonable attorney’s fees, court costs and related expenses, shall be borne by Advertiser, and (iii) Adknowledge may offset that amount from any payment otherwise owed by Adknowledge or any parent, subsidiary, or affiliate of Adknowledge to Advertiser or any parent, subsidiary, or affiliate of Advertiser. Advertiser is responsible for and shall pay all Taxes in connection with Advertiser’s performance hereunder. Payments due under this Agreement are exclusive of Taxes, unless otherwise agreed in writing by Adknowledge.



  1. If Advertiser selects a CPC-based Network, payment obligation is based solely on the number of clicks and redirects multiplied by the amount Advertiser bid to pay for each click or redirect and not Advertiser's ability to convert clicks or redirects to sales, registrations or other user actions. When Advertiser is the winning bidder for the display on the Network of Advertiser's Ad Unit, the winning CPC bid price may be below Advertiser's maximum CPC bid price, and shall not exceed Advertiser's maximum CPC bid price, unless otherwise approved by Advertiser.



  1. If Advertiser selects a CPA or CPI-based Network, Advertiser shall pay Adknowledge the CPA and/or CPI amount agreed by Advertiser for each Action and/or Install recorded by tracking pixel. Advertiser understands that it must place the tracking pixel and that Adknowledge is not responsible for such placement. Advertiser shall (i) pay for each fired pixel (e.g., even if Advertiser later determines the pixel was not placed on the appropriate page), and (ii) be responsible for any tracking error which occurs as a result of Advertiser's action or inaction in performance of this Agreement (by way of example and not by way of limitation, if Advertiser accidentally causes a pixel to activate or otherwise confirm a transaction, it shall be liable to pay for each resulting action). With respect to payments for CPA-based lead generating services, an invalid lead shall be a lead generated with: (i) inaccurate personal information; (ii) personal information which cannot be confirmed; (iii) inaccurate credit card information; or (iv) a bot, script or any means other than a living human being with a bona fide intent to provide data about him or herself.



  1. If Advertiser selects a CPU or CPV-based Network, Advertiser shall pay Adknowledge the CPU and/or CPV amount agreed by Advertiser for each user and/or view recorded. If Advertiser selects a CPM-based Network, Advertiser shall pay Adknowledge the CPM amount agreed by Advertiser for each impression.



  1. Any demand for a chargeback, credit or refund for a product or Network service shall be tendered in writing to Adknowledge (i) for prepaid accounts, within thirty (30) calendar days after the charge occurred, (ii) for invoiced accounts, within thirty (30) calendar days after payment due date, or (iii) if applicable, the period specified in the respective Addendum or Insertion Order. Any demand for a chargeback, credit or refund for a product or Network service may be investigated by Adknowledge, and Adknowledge shall not be obligated to chargeback, credit or refund after the period referenced in the immediately preceding sentence. Advertiser shall promptly pay all amounts billed and invoiced by Adknowledge, notwithstanding Advertiser’s challenge to some or all of a particular invoice, and shall promptly and reasonably cooperate with any investigation undertaken by Adknowledge in connection with payment(s) for services hereunder. Adknowledge may issue to Advertiser a credit or refund, as it deems appropriate in its sole discretion. Advertiser understands that investigations may take several weeks to complete. Requests for information may include but not be limited to sub-IDs, IP address, and in the case of a lead challenged as being invalid, all information which was submitted in the lead form. Advertising credits provided by Adknowledge shall expire, and be forfeited, upon the earlier to occur of (i) termination or expiration of this Agreement or the applicable Insertion Order or Addendum, or (ii) six (6) months after issuance by Adknowledge. Advertising credits are non-refundable and may only be used for advertising in the Network for which such credits were issued.

5. Representations and Warranties of Advertiser. Advertiser is solely responsible for the Advertising Content and any and all liabilities, losses, costs, claims, and expenses arising out of or relating to the Advertising Content. Advertiser represents and warrants that: (a) it is a business duly organized and in good standing in its jurisdiction of organization, and has full power and authority to execute and be fully bound by the terms of this Agreement; (b) Advertiser owns and/or has the right and authority to permit the use, reproduction, distribution, and transmission of the Advertising Content; (c) the Advertising Content (i) is factually accurate, (ii) does not contain any fraudulent or deceptive materials, and (iii) does not contain any material which misrepresents or defames any individual or group, or any material which discriminates against persons on the basis of age, color, national origin, race, religion, gender, sexual orientation, handicap, or other prohibited basis; (d) the Advertising Content does not promote or make claims that are not easily provable, and does not falsify the Ad Unit or message being communicated; (e) the use, reproduction, distribution, or transmission of the Advertising Content does not (i) violate any Law, codes governing standards of practice, or industry best practices, or (ii) infringe, dilute, misappropriate or otherwise violate any rights of any third party, including but not limited to, any copyright, patent, trademark, trade secret, or other proprietary or property right, or constitute false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any other right of any person or entity; (f) if the Advertising Content is subject to specialized Law, Advertiser is a member, duly licensed and in good standing, in its regulated community, fully expert in and compliant with such Law and any additional rules or guidelines which Adknowledge may issue applicable thereto; (g) Consumer Data shall comply with all applicable terms of service, Laws, and codes governing the collection and use of such Consumer Data; (h) Consumer Data shall only be collected by Advertiser according to the terms of an Advertiser Privacy Policy; and (i) Advertiser shall not tender Consumer Data to Adknowledge absent Advertiser’s express right and Adknowledge’s express request for the same.

6. Representations and Warranties of Adknowledge. Adknowledge represents and warrants that: (a) it is a corporation duly organized and in good standing in its state of incorporation, and has full power and authority to execute and be fully bound by the terms of this Agreement; (b) the delivery by Adknowledge of Advertiser's Campaign complies with applicable state and U.S. federal Laws, including but not limited to the U.S. CAN-SPAM Act of 2003; and (c) creatives and content used by Adknowledge in Advertiser's Campaign (i) are owned or validly licensed for use by Adknowledge, or are in the public domain, (ii) shall not be used in a manner constituting defamation, libel or patently offensive obscenity, and (iii) shall not infringe, dilute, misappropriate or otherwise violate any copyright, trademark, trade secret or other similar intellectual property rights of any third party, or otherwise violate or breach any duty toward, or rights of, any person or entity, including rights of privacy and publicity.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ADKNOWLEDGE BE LIABLE TO ADVERTISER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, REVENUE OR DATA IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADKNOWLEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TOTAL AGGREGATE LIABILITY FOR ADKNOWLEDGE ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY ADVERTISER TO ADKNOWLEDGE FOR THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. ADVERTISER SHALL NOT HOLD ADKNOWLEDGE OR ITS AFFILIATES LIABLE OR RESPONSIBLE FOR THE ACTIVITIES OF VISITORS WHO COME TO ADVERTISER’S WEBSITE(S) THROUGH A LINK OR REDIRECT PROVIDED FROM ADKNOWLEDGE AND/OR AN ADKNOWLEDGE PUBLISHER.

8. Indemnity. Advertiser shall defend, indemnify and hold Adknowledge, and its directors, officers, employees, representatives, publishers, agents, parents, and subsidiaries harmless from and against any judgment, loss, liability, cost, damage, or expense (including reasonable attorneys' fees) arising out of a third party claim relating to a breach of this Agreement by Advertiser or any act or omission by Advertiser. Any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) that is subject to the indemnification obligations set forth herein shall be subject to the prior written approval of Adknowledge, in its sole reasonable discretion, if such settlement or resolution results in any further obligation or liability for Adknowledge.

9. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY STATED HEREIN, EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND INCLUDING ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADKNOWLEDGE SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (A) THE NETWORK AND THE FUNCTIONALITY OR AVAILABILITY OF THE NETWORK, (B) THE NUMBER OF PERSONS WHO VIEW ADVERTISING CONTENT, (C) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM HAVING ADVERTISING CONTENT ADVERTISED HEREUNDER, (D) THE QUALITY OF CLICKS, ACTIONS, IMPRESSIONS, OR INSTALLS DELIVERED TO ADVERTISER OR HOW MUCH OF A LISTING IS DISPLAYED ACROSS THE NETWORK, AND (E) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE SERVICES PROVIDED BY ADKNOWLEDGE HEREUNDER. FURTHER, ADKNOWLEDGE DOES NOT GUARANTEE ANY RETURN ON INVESTMENT.

10. Termination. Any party may terminate this Agreement or any and all Insertion Orders or Addendum for convenience upon two (2) business days prior written notice to the other or upon the notice period set forth in an Addendum or an Insertion Order. Advertiser's sole and exclusive remedy for dissatisfaction with the services provided by Adknowledge is termination of this Agreement. Failure by Advertiser to submit an Ad Unit for more than a year for a Campaign may result in termination of Advertiser's account at Adknowledge's option, which if exercised constitutes termination of this Agreement by Adknowledge, with no obligation to provide notice. Notwithstanding anything to the contrary in this Agreement, any amount remaining in an Advertiser account under $75 after termination or expiration of this Agreement and deduction of any non-refundable deposit shall be forfeit to Adknowledge; Adknowledge's sole obligation shall be to mail one check, first class, to the last known address of Advertiser for any greater amount.

11. Agent. If these Master Terms are entered into by an Agent, Agent represents and warrants that it has the power and authority as Advertiser’s agent to bind Advertiser to this Agreement, and that all of Agent’s actions related to this Agreement will be within the scope of such agency. Agent agrees to use commercially reasonable efforts to collect and clear payment from Advertiser on a timely basis. Agent acknowledges and agrees that Adknowledge may seek payment directly from Advertiser if Adknowledge has not received payment in a timely manner.

12. Survival of Obligations. The term of this Agreement shall begin on the date Advertiser's application to open an advertising account is accepted by Adknowledge. This Agreement may expire or terminate as described herein. The terms of Sections 1, 2, and 7 through 19 of these Master Terms shall survive any termination or expiration of this Agreement, together with Advertiser's obligation to make payments to Adknowledge under this Agreement for services rendered before the date of termination or expiration.

13. Publicity. Advertiser grants Adknowledge a limited, revocable, fully-paid, royalty-free, worldwide right and license to display Advertiser's logo in promotional material to identify Advertiser as a customer of Adknowledge. Additionally, Adknowledge may reference Advertiser in a general press release which does not reveal any specific terms or conditions of this Agreement, depicting Advertiser's corporate logo, publicizing the fact that an agreement has been executed. Any other public statement or press release referencing the name or trademark of a party shall only be made upon the express prior written consent of such party.

14. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, communications, and understandings (whether written or oral) between the parties, with respect to their subject matter. No party has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations or warranties not set forth in this Agreement, any correspondence or communication preceding the execution of this Agreement, or any prior course of dealing between the parties. If there is any conflict between the terms of these Master Terms, an Addendum, and any Insertion Order, the order of priority for resolution of the conflict shall be the Insertion Order followed by the applicable Addendum, followed by the Master Terms. Except as otherwise agreed in writing signed by a duly authorized representative of Adknowledge, Adknowledge expressly rejects any and all terms, conditions and provisions provided by Advertiser that are supplemental to, or otherwise related to, this Agreement including, but not limited to, any standard terms and conditions of Advertiser and any Advertiser insertion order.

15. Choice of Law and Venue. This Agreement shall be interpreted and enforced in all respects under the laws of the State of Missouri, USA as applicable to contracts to be performed entirely within the State of Missouri, USA. Any litigation arising out of this Agreement will be brought solely and exclusively in the state or federal courts located in Kansas City, Missouri, and the parties agree that jurisdiction and venue properly lie in such courts and waive any claim that a proceeding in any such court has been brought in an inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16. Force Majeure. Except as otherwise expressly stated in this Agreement and except for payment obligations, the parties shall not be liable in damages for any delay or default in performance of this Agreement if such delay or default is caused by unforeseen conditions beyond the reasonable control of the delaying or defaulting party, including acts of God, restrictions by a government authority, wars, revolutions, terrorism, strikes (other than any strike by the delaying or defaulting party's employees), fires, floods, earthquakes, embargoes, or degradation of telephone or other communications services, including but not limited to, degradation of all or part of an Internet backbone.

17. Waiver. Failure by a party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a party's right to later enforce such provisions.

18. Severability. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

19. Miscellaneous. Data which Advertiser provides about itself shall be used in a manner consistent with the applicable privacy policy available under the link "Privacy Policy" at the bottom of Adknowledge's homepage, at www.adknowledge.com, and Advertiser agrees that such data may be used and processed in the United States of America. Adknowledge and Advertiser are independent contractors and neither party is an agent, representative, partner or joint venture partner of the other. Adknowledge may modify the terms and conditions of this Agreement upon notice to Advertiser, including through publication on Adknowledge’s Web site or email notification to Advertiser. This Agreement may only be modified, or any rights under it waived, by an agreement executed by the parties or published by Adknowledge on Adknowledge’s Web site and executed or acknowledged by Advertiser. Electronic signature or acknowledgement, including entering password and continued use after notice of modification or amendment, shall have the same force and effect as a handwritten signature. Advertiser may not assign or delegate this Agreement, in whole or in part, and any such attempt is void. Notices to Adknowledge under this Agreement shall be transmitted via expedited courier to: Adknowledge, Inc., Attn: Legal Department, 4600 Madison Ave., 10th Floor, Kansas City, MO 64112, USA.



































































































V1.3/1Apr15

BIDSYSTEM NETWORK ADDENDUM

This Addendum shall apply to each Campaign that Advertiser elects to run through the ABS. Adknowledge will perform the delivery of Advertiser’s Campaign under this Addendum. For each such Campaign, this Addendum is fully incorporated and integrated with the Master Terms. Capitalized words not otherwise defined herein shall have the meanings ascribed to them in the Master Terms.

  1. Definitions.



  1. ABS” means the Adknowledge BidSystem.

  2. Addendum” means this BidSystem Network Addendum.

  3. Adknowledge” means Adknowledge, Inc.



  1. General. Subject to Adknowledge approval, and acceptance by Adknowledge of Advertiser’s participation in the ABS, the Ad Unit will be as specified by Advertiser elsewhere in the ABS account application, including the clickthrough URL provided by Advertiser. Adknowledge shall review and if necessary modify Advertiser's category selection and length of requested Ad Unit to ensure consistency with Adknowledge policies and procedures.



Through its ABS account, Advertiser may control the length of each Campaign through the ability to halt and recommence campaign activity. Campaigns generally begin within two (2) business days of campaign-set up and deposit of funds. The budget for the Campaign shall be the amount Advertiser specified in the ABS account application or an Insertion Order.

  1. Additional Representations and Warranties of Advertiser. In addition to Advertiser’s representations and warranties set forth in the Master Terms and any Addendum and Insertion Order, Advertiser further represents and warrants that it shall access the ABS solely and exclusively to manage its account with Adknowledge and shall not share, transfer or assign its access information to any third party. Advertiser shall not use any automated or unauthorized means to access its account or ABS content and shall not share, disseminate or monitor the ABS or content of the ABS for any purpose not explicitly granted in this Agreement.




CUSTOM AUDIENCE NETWORK ADDENDUM

This Addendum shall apply to each Campaign that Advertiser elects to run through the Adknowledge Custom Audience Network. Adknowledge will perform the delivery of Advertiser’s Campaign under this Addendum. For each such Campaign, this Addendum is fully incorporated and integrated with the Master Terms. Capitalized words not otherwise defined herein shall have the meanings ascribed to them in the Master Terms.

  1. Definitions.



  1. Addendum” means this Custom Audience Network Addendum.

  2. Adknowledge” means Adknowledge, Inc.

  3. Creative Materials” means creative materials for a Campaign (which may include an Ad Unit or Ad Units for the Campaign(s), a landing webpage for the Campaign(s), or other materials used in or in support of the Ad Units to promote the Campaign(s)).



  1. General. (a) Advertiser shall, at its sole cost and expense, create and deliver to Adknowledge all content required for any Ad Unit. Campaigns may be CPA, CPC, or CPM-based. For each email Campaign containing Advertiser-branded Ad Units, Advertiser will likely be deemed the “sender” of the Campaign, as that term is used in the CAN SPAM Act of 2003.



(b) For CPA Campaigns, (i) Advertiser shall be obligated to retain books and records pertaining to the calculation of Actions for at least one (1) year after the conclusion of each Campaign, and (ii) Advertiser may not use a third party to serve or administer any Ad Unit without Adknowledge’s prior written consent, which shall be given or withheld in Adknowledge’s sole discretion. Adknowledge shall have the right to audit such books and records, and shall give Advertiser reasonable notice of its request to conduct an audit. If pursuant to such audit, Adknowledge shall discover an underpayment of more than three percent (3%), Advertiser shall be obligated to pay to Adknowledge, together with the amount of the underpayment and the late fees, Adknowledge’s reasonable audit costs. For CPA Campaigns, if through any act or omission of Advertiser (including but not limited to the redirecting of a hyperlink or the unavailability of Advertiser’s site(s) for any reason), Advertiser causes the tracking codes from Adknowledge to cease functioning or to function improperly, then Advertiser shall pay Adknowledge an amount equal to the mean number of Actions that would have occurred during the time period in which Advertiser caused Adknowledge’s tracking codes to function improperly.



(c) Advertiser must notify Adknowledge (email notice sufficing) (i) prior to any material change to Advertiser’s site(s) (unless such material change was previously requested by Adknowledge), including the order form, website layout, or order validation, and (ii) at least forty-eight (48) hours prior to any bid changes.



  1. Additional Representations and Warranties of Advertiser. In addition to Advertiser’s representations and warranties set forth in the Master Terms and any Addendum and Insertion Order, Advertiser further represents and warrants that it shall comply with the CAN SPAM Act of 2003 and regulations promulgated pursuant thereto in cooperation with reasonable Adknowledge requests, including provision and update of scrub lists and the use and maintenance of unsubscribe links.



  1. Creative Materials. Adknowledge may, at its sole discretion, develop Creative Materials. Advertiser shall provide Adknowledge with such creative assets as are reasonably required for the creation of the Creative Materials, such as photos of the goods being sold, logos, and descriptions of the goods. To the extent necessary to deliver the Campaign and to develop Creative Materials, Advertiser hereby grants to Adknowledge a non-exclusive, royalty-free, worldwide license to use Advertiser’s logo(s), brand(s) and/or other pertinent intellectual property in the Creative Materials Adknowledge develops. Advertiser agrees that Creative Materials will not be used in connection with any advertising conducted outside of the Adknowledge Network. Advertiser acknowledges and agrees that use of Creative Materials outside of the Adknowledge Network constitutes a material breach of this Agreement, and that it would be difficult to calculate actual damages to Adknowledge arising from such breach. Accordingly, Advertiser agrees that in the event of such breach, Advertiser will pay Adknowledge liquidated damages in the amount of $25,000 or 25% of the gross revenues earned by Advertiser for the applicable misuse of the Creative Materials through the date of breach, whichever is greater.



  1. Advertiser Approval. All Creative Materials developed pursuant to this Addendum shall be subject to Advertiser’s approval. Adknowledge shall not make the Creative Materials available to its publishers unless they have been approved by Advertiser. Any Creative Materials not approved by Advertiser shall remain subject to Sections 6 and 7, below. Notwithstanding anything to the contrary herein, Adknowledge may make technical changes to Creative Materials and Ad Units to optimize delivery of Campaigns including, but not limited to, changes to sizing and formatting of creative and HTML modifications; provided, however that no material changes may be made to copy, fonts or color schemes without Advertiser’s prior written approval.



  1. Creative Materials Ownership. Title to and ownership of all intellectual property rights of all Advertiser intellectual property shall remain with Advertiser or its third party licensors. Title to and ownership of all intellectual property rights of the Creative Materials shall remain with Adknowledge, except for such components of the Creative Materials as are provided by Advertiser. Advertiser and Adknowledge agree to cooperate to the extent reasonably necessary for either party to enforce their ownership rights, as set forth above, against any infringing third party or parties.



  1. Creative Materials Exclusivity. Adknowledge, together with its publishers and licensees, shall have the exclusive right to the use of the Creative Materials. Advertiser may not use, and shall not permit, third parties to use, the Creative Materials, nor may it provide the Creative Materials to third parties (excluding its employees, auditors, and legal counsel) except through Adknowledge or upon Adknowledge’s written agreement. This exclusivity shall survive the termination or expiration of this Addendum.



  1. Payment. (a) Advertiser agrees to provide Adknowledge with daily reports or online access to details regarding the number of impressions delivered, click-throughs, Actions and related information for each Ad Unit on a real-time basis, and will also place tracking code(s) (sometimes known as “pixels”) on Advertiser’s site(s) with populated transaction variables, as requested by Adknowledge.



(b) For CPA payments, all month-end Action totals must be received by Adknowledge from Advertiser within three (3) calendar days after the end of the month in which the Action was generated. Actions may not be disputed unless the Action was the result of fraud (as defined under the law of the state set forth in the Master Terms). If Advertiser disputes the validity of any Action, that dispute must be received in writing by Adknowledge within three (3) calendar days from the occurrence of the Action, along with the basis for the dispute (including commercially reasonable data identifying each Action in dispute by order identification number or other identifying criteria as Adknowledge may require, categorizing the dispute as to each Action in dispute using Adknowledge’s invalidation codes, and supporting the basis for the dispute for each individual Action with supporting documentation, including, without limitation, merchant processing reports and/or credit card declination codes, as applicable). Adknowledge will not consider any invalidations based on prohibited conduct or restrictions that are not expressly set forth by Advertiser in an Insertion Order. Adknowledge shall make a good faith determination based upon the data available to Adknowledge and the data provided by Advertiser as to the validity of the disputed Actions, and Adknowledge’s determination shall be final. Advertiser’s failure to timely pay for all Actions shall create a conclusive presumption that any disputed Actions are valid. In the event of a discrepancy between Advertiser’s reports and Adknowledge’s pixel tracking, the greater number of Actions recorded between the two methods will take precedence in the determination of the number of Actions, except as to disputed Actions for which notice of a dispute was received by Adknowledge within the allotted time set forth above in this Section. If Adknowledge’s advertising services generate fewer than the specified number of Actions, Adknowledge may either: (a) reduce the amount payable for such advertising services, or (b) refund the amount paid on a pro rata basis for the number of Actions actually delivered.



  1. Termination. Advertiser shall pay Adknowledge for impressions delivered, clicks and Actions that result from Ad Units placed or sent by Adknowledge or its publishers prior to termination, for thirty (30) days following termination. In the event of termination, Adknowledge may at its discretion redirect its redirecting hyperlink to a webpage indicating the offer(s) are no longer available. The content of such webpage is in the sole discretion of Adknowledge.



ADBISTRO CPC NETWORK ADDENDUM

This Addendum shall apply to each Campaign that Advertiser elects to run through the AdBistro Network. AdBistro will perform the delivery of Advertiser’s Campaign under this Addendum. For each such Campaign, this Addendum is fully incorporated and integrated with the Master Terms. Capitalized words not otherwise defined herein shall have the meanings ascribed to them in the Master Terms.

  1. Definitions.



  1. AdBistro” means Adknowledge EN, Inc.

  2. AdBistro Relevancy Guidelines” means those guidelines located at https://adcenter.adbistro.com/help_center/Relevancy_Guidelines.htm (or successor domain thereto), which may be modified from time to time by AdBistro in its sole and absolute discretion.

  3. Addendum” means this AdBistro CPC Network Addendum.

  4. CPC Bid Program” means that program whereby advertisers wishing to advertise their website, services or products, bid for a category-based Ad Unit to appear in the results or listings generated by AdBistro and/or its publishers in response to search-, browse-, or contextually-driven queries or behaviors which are mapped to a particular category.

2. General. (a) Advertiser understands that Ad Units shall be served in response to queries on categories on which Advertiser has bid on as well as different misspellings, singular and/or plural variations, or other related categories or keyword phrases that AdBistro maps to Ad Units.

For example purposes only, and without limitation to other examples that may apply, AdBistro may serve Ad Units for the category "car" in response to queries or behaviors which trigger related categories such as "autos," "rentals," "transportation" or misspellings of the category such as "car's," "carss."

(b) Generally, the amount of an Advertiser's bid determines placement of such Advertiser's promotional offer. From time to time, AdBistro or its publishers may utilize the CPC Bid Program to advertise websites, products or services owned by or otherwise affiliated with AdBistro. The format of Ad Units may vary and AdBistro makes no representations as to the format of Ad Units, e.g., an Ad Unit that is displayed through AdBistro or any publisher of AdBistro may include a truncated advertisement title or advertisement description. In all cases, information for the Ad Unit must be submitted in the form requested by AdBistro. All Ad Units are subject to the AdBistro Relevancy Guidelines.

(c) AdBistro reserves the right, in its sole and absolute discretion, to not display keyword advertisements that are online gambling-related. AdBistro considers a keyword advertisement to be an “Online Gambling-Related Keyword Advertisement” if such keyword advertisement includes, promotes, or links to content or websites related to the following: online casinos, online sportsbooks or other operations which facilitate online wagering on games including, but not limited to blackjack, poker, roulette, baccarat, slot machines, horse racing and all sporting events, whether collegiate or professional. AdBistro’s policy is not to display Online Gambling Related Keyword Advertisements to users on the AdBistro Network with IP addresses which originate from the United States or the country of origin is undeterminable.

(d) Advertising Content containing adult-oriented material must have the “adult indicator” checked when an Ad Unit is created. AdBistro retains the right, in its sole and absolute discretion, to determine that any Ad Unit submitted by Advertiser contains adult content that should have the “adult indicator” checked in the keyword ad profile located within the account management center. AdBistro reserves the right, in its sole and absolute discretion, to so designate an Ad Unit without notification to Advertiser or to suspend such Ad Unit.

(e) The promotion, sale, import, export, and distribution of medical products, including drugs, medical devices, and biologics, is strictly regulated by federal and state laws and regulations. If Advertiser is an advertiser of such products, by participating in the CPC Bid Program, Advertiser represents that Advertiser complies with all federal and state laws and regulations governing such products. AdBistro reserves the right, in its sole and absolute discretion, to determine that any Ad Unit submitted by Advertiser may not comply with the laws and regulations governing medical products, and to not display advertisements AdBistro considers to be non-compliant. For example, AdBistro considers Ad Units that contain references to unapproved drugs, biologics, or medical devices, counterfeit medical products, fake medical products, illegally imported or exported products, or advertisements for medical products from unauthorized sellers or distributors, to raise issues of non-compliance with applicable laws and regulations; it is AdBistro’s policy not to display such advertisements to users. AdBistro will only accept advertisements for online pharmacies and authorized distributors if the medical products are distributed from the United States.

3. Additional Representations and Warranties of Advertiser. In addition to Advertiser’s representations and warranties set forth in the Master Terms and any Addendum or Insertion Order, Advertiser further represents and warrants that if Advertiser dispenses prescription drugs, in connection with each Ad Unit, Advertiser shall: (a) only dispense a prescription drug upon receipt of a valid prescription; (b) maintain a copy of each prescription as required by law, and in no event for less than one year after termination, cancellation or expiration of Advertiser’s participation in the CPC Bid Program; (c) maintain a commercially reasonable system to retrieve each prescription tendered to Advertiser in connection with the CPC Bid Program; and (d) tender to government authority, as directed by AdBistro and as permitted by law, a copy of any prescription(s) and related records demanded, within five business days of written request. The promotion, sale, import, export, and distribution of medical products, including drugs, medical devices, and biologics, is strictly regulated by federal and state laws and regulations. If Advertiser is an advertiser of such products, by participating in the CPC Bid Program, Advertiser further represents and warrants that Advertiser fully complies with all federal and state laws and regulations governing sale and distribution of such products including, but not limited to, the U.S. Federal Food, Drug, and Cosmetic Act, as amended, as well as the Relevancy Guidelines. AdBistro reserves the right, in its sole and absolute discretion, to determine that an Ad Unit does not comply with the laws and regulations governing medical products, this Addendum, the Relevancy Guidelines, or the Master Terms, and may decline to display such Ad Unit. For example, Ad Units that contain references to unapproved drugs, biologics, or medical devices, counterfeit medical products, fake medical products, illegally imported or exported products, or advertisements for medical products from unauthorized sellers or distributors, raise issues of non-compliance with applicable laws and regulations; it is AdBistro’s policy not to display such advertisements to users. AdBistro will only accept Ad Units from online pharmacies and authorized distributors who are properly certified by a pharmacy certification seal provider as detailed in the Relevancy Guidelines, and who are approved by AdBistro in its sole and absolute discretion.




ADBISTRO CPU AND CPV NETWORK ADDENDUM

This Addendum shall apply to each Campaign that Advertiser elects to run through the AdBistro Network. AdBistro will perform the delivery of Advertiser’s Campaign under this Addendum. For each such Campaign, this Addendum is fully incorporated and integrated with the Master Terms. Capitalized words not otherwise defined herein shall have the meanings ascribed to them in the Master Terms.

  1. Definitions.



  1. AdBistro” means Adknowledge EN, Inc.

  2. Addendum” means this AdBistro CPU and CPV Network Addendum.

  3. CPU and/or CPV Bid Program” means that program whereby advertisers wishing to generate views of their Advertising Content pay AdBistro for qualifying users and/or views.



  1. General. For purposes of Advertiser’s participation in the CPU and/or CPV Bid Program, Advertiser shall identify to Adknowledge the Advertising Content and location thereof, in the manner required by AdBistro. Users may be obtained from a variety of sources including, without limitation, via search-, browse-, or contextually-driven keyword queries. Advertiser understands that the Advertising Content may be served in response to queries on keywords that AdBistro has specified as well as different misspellings, singular and/or plural variations, or other related keywords or keyword phrases that AdBistro maps to the Advertising Content.



YARPP NETWORK ADDENDUM

This YARPP Network Addendum shall apply to each Campaign that Advertiser elects to run through the YARPP Network. Giant Media Corporation will perform the delivery of Advertiser’s Campaign under this YARPP Network Addendum. For each such Campaign, this YARPP Network Addendum is fully incorporated and integrated with the Master Terms. Capitalized words not otherwise defined herein shall have the meanings ascribed to them in the Master Terms.