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.
means an act or event by a third party upon which Advertiser’s
payment obligation is based, as set forth in this Agreement.
means Advertiser’s advertising unit.
means an addendum attached hereto or otherwise agreed to by
Advertiser and Adknowledge that incorporates these Master Terms.
means Adknowledge, Inc. or a subsidiary thereof, as identified in
an Addendum or an Insertion Order.
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.
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.
means an agency acting on behalf of Advertiser.
means these Master Terms and any applicable Addendum and Insertion
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.
means consumer-related data collected or provided by Advertiser
under this Agreement, including but not limited to email addresses.
means cost per action.
means cost per click.
means cost per install.
means cost per thousand impressions.
means cost per user.
means cost per view.
means a signed insertion order agreed to by Advertiser and
Adknowledge that incorporates these Master Terms.
means an installation of an application by a third party upon which
Advertiser’s payment obligation is based, as set forth in
means applicable laws, rules, regulations, treaties, and statutes.
means these Adknowledge Advertiser Master Terms and Conditions and
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.
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
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.
(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
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.
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.
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.
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.
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.
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.
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
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
Consumer Data to Adknowledge absent Advertiser’s express right
and Adknowledge’s express request for the same.
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
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.
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.
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
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.
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
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.
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.
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.
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.
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.
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.
Data which Advertiser provides about itself shall be used in a
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.
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.
means Adknowledge EN, Inc.
means those guidelines located at
(or successor domain thereto), which may be modified from time to
time by AdBistro in its sole and absolute discretion.
means this AdBistro CPC Network Addendum.
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.
(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
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.
reserves the right, in its sole and absolute discretion, to not
display keyword advertisements that are online gambling-related.
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.
Advertising Content containing adult-oriented material must have the
“adult indicator” checked when an Ad Unit is created.
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.
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.
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
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
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.