These Adiply Publisher Terms and Conditions (“Terms”), any addenda attached hereto, which are hereby incorporated by reference (“Addenda”), and any Inventory Purchase Agreement entered into between the parties (“IPA”) (collectively, the “Agreement”), between Adiply LLC and its affiliates, (“Adiply”), and the individual or entity entering into this Agreement (“Publisher”) shall govern Publisher’s participation in the Adiply Network. In the event of any inconsistency between the Terms, the Addenda and an IPA, the following order of precedence shall apply: the IPA, followed by the Addenda, followed by the Terms. Capitalized terms not defined herein shall have the meanings assigned to them in the Addenda.
“Action” means a specific activity that is required to qualify for the payment of the display of a Creative, i.e., click, purchase, registration, etc., which activity will be set forth in the IPA or in the associated online program. “Adiply Network” means the third party websites through which Adiply can distribute Creatives, including the Display Network and others. “CPA” means a campaign for which Publisher shall be paid on a cost per Action basis. “CPC” means a campaign for which Publisher shall be paid on a cost per Unique Click basis. “CPM” means a campaign for which Publisher shall be paid on a cost per thousand Impressions basis. “Creative” means advertising materials of any type used under this Agreement, including, but not limited to, buttons, banners, text-links, Display Creatives. “Display Creative” means a graphic image or media object used as an advertisement. “Display Network” means the third party websites through which Adiply distributes Display Creatives. “Impression” means an instance in which a Creative is served to, and received by, a Unique Visitor on the Publisher Website as measured by Adiply, not including automated page refreshes. “Invalid Click” means any click on a Creative that (i) causes the web surfer to reach a destination other than the intended destination (an incorrect redirect), which may be caused by a server malfunction on the Publisher Website, or because of alterations made by Publisher or erroneous coding placed on the Publisher Website; or (ii) results from applying repeated manual or mechanically automated clicks on mouse or keyboard or any other non-human click generation processes (including but without limitation robots, spiders, scripts or other software) as well as all other clicks resulting from methods that Adiply determines to be fraudulent in nature, or resulting from incentives or misleading or coercive means. “Net Revenue” means, with respect to any particular period of time, the amount invoiced by Adiply to advertisers with respect to Creatives on the Publisher Website, less the following deductions: (i) transaction fees, (ii) third party campaign referral fees and commissions, (iii) applicable ad serving and technology fees paid to third parties, (iv) fees paid by advertisers for training and implementation services, and (v) Invalid Clicks.
“Revenue Share” means, with respect to a campaign for which payment is based upon a percentage of Net Revenue, an amount equal to the product of (i) the Net Revenue during the applicable calendar month, multiplied by (ii) the applicable revenue share percentage payout rate.
“Network Tags” means scripts provided by Adiply that are designed to be inserted into the code of the Publisher Pages, which scripts communicate with servers designated by Adiply and request transmission from those servers of Creatives. “Marks” means a party’s trademarks, service marks, logos and trade dress. “Publisher Page” means a web page on the Publisher Website. “Publisher Website” means a website, application, or other media owned or operated by Publisher, or on which Publisher is otherwise legally authorized to act in the manner contemplated by this Agreement.
“Unique Click” means an instance in which a person viewing the Publisher Website, as identified by cookie or IP address, clicks on a Creative, as measured by Adiply (provided however, that a click on a specific Display Creative by a particular person shall only be counted as a Unique Click once every 1-hour period). “Unique Visitor” shall mean a visitor to the Publisher Website as identified by Adiply based on such visitor’s IP address. “User Interface” means an online tool provided by Adiply through which Publishers may access reports and such other campaign management functions as may be available from time to time.
The following terms and conditions apply to the services provided by Adiply.co (“Adiply”), and constitute an agreement between the parties. The agreement (the “Agreement”) is entered into effect as of the date of execution noted on the Insertion Order (the “Order”), if one exists, between Adiply and the party or parties requesting services from Adiply listed on the order (the “Advertiser”). If no Insertion Order exists, then this Agreement is effective when the Advertiser selects “I have read and agree to the Terms and Conditions” on the Adiply website.
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