TERMS & CONDITIONS:
This agreement sets out the terms and conditions ("Terms and Conditions") applicable to publishers of the ProvenPixel advertising network (hereafter referred to as the ProvenPixel Ad Network).
In order for website to be considered for participation, and as a condition of continued participation in the ProvenPixel Ad Network, applicants (referred to as 'publishers' if and when approved for participation by ProvenPixel) must agree to the following Terms and Conditions. In the event a publisher breaches or otherwise fails to comply with any provision of these Terms and Conditions then in addition to any other remedy available to ProvenPixel, ProvenPixel may terminate the participation of such publisher in the ProvenPixel Ad Network and/or may withhold any payments relating to participation in the ProvenPixel Ad Network due to such publisher from ProvenPixel Inc.
ELIGIBILITY REQUIREMENTS: ProvenPixel shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the ProvenPixel Ad Network. The following are examples of sites that are not eligible for participation:
- sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, file sharing, torrent, 'warez', emulators, or cracks, etc.)
- sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
- sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
- sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
- sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
- sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, etc.)
- sites with illegal, false or deceptive investment advice and money-making opportunities
- sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
- sites that are under construction or incomplete
- sites with extremely limited audiences or viewership
- sites with any type of content reasonable public consensus deems to be improper or inappropriate
- It is the publisher's sole responsibility to maintain acceptable content, as outlined in the eligibility requirements, after their acceptance to the ProvenPixel Ad Network.
RIGHT OF REFUSAL ProvenPixel may refuse to accept any publisher or any website for participation in the ProvenPixel Ad Network as determined by ProvenPixel at its sole discretion.
ABILITY TO ENTER INTO CONTRACT In order to participate as a publisher in ProvenPixel, all participants must be at least eighteen years of age and not less than their country's legal age for entering into a contract. Applicants represent and warrant that all information submitted to ProvenPixel shall be true, accurate and complete.
APPROVED URL Ads from the ProvenPixel Ad Network may only appear on URLs that ProvenPixel has reviewed and accepted for participation.
Publishers can have more than one URL in their account. ProvenPixel reviews and approves each URL on a case-by-case basis.
Publishers should place the ProvenPixel code on all appropriate pages within an approved URL.
The term 'approved' as used in this provision should not be interpreted as meaning that ProvenPixel approves of the content at any approved URL but rather that the URL has been accepted for participation. The publisher agrees to advise ProvenPixel of any changes in the type of content accessible at any approved URL. ProvenPixel also reserves the right to re-review and re-approve any previously approved URL.
INTEGRITY OF ProvenPixel AD CODE Publishers may not alter, sell or disclose the ProvenPixel insertion code in any way. In certain unique cases, ProvenPixel will allow minor adjustments to the insertion code provided that the publisher receives written consent (which may be sent by ProvenPixel via e-mail) in advance of the change.
UNIQUE VISITORS CPC (cost-per-click) campaigns are paid per unique visitor. A 'unique visitor' is defined as a maximum of one visit from any IP address per twenty-four-hour period to each advertiser's website.
ORIGINATION OF ProvenPixel ADVERTISEMENTS All ProvenPixel ads must originate from the ProvenPixel ad server. Stored or cached images loaded from any other source or location will not count as an impression or click.
ADVERTISEMENT STATEMENTS Publishers may not place notices in proximity to the ProvenPixel ads to encourage or require users to click on the advertisement. Publishers may, however, state: 'click here to visit our sponsor' or 'to visit our advertiser, click here.'
AUTOSPAWNING ACTIVITY UNDER NO CIRCUMSTANCES SHOULD ANY PUBLISHER ENGAGE IN ANY FORM OF AUTOSPAWNING ACTIVITY. If a member plans to serve advertisements on downloadable applications, please notify us. In the event that a member serves advertisements on downloadable applications, advertisements may only be shown once per user session, when the application is active and enabled. Any instance of serving advertisements when the application is not active is prohibited and is grounds for immediate termination.
PAGE OWNERSHIP ProvenPixel advertisements may only appear on web pages that are directly controlled by ProvenPixel publishers. Only the legal owner of a URL may submit that URL for membership. Only one publisher account may be opened for a specific URL and only the URL that was approved by ProvenPixel may carry ProvenPixel advertisements.
For example, ProvenPixel advertisements may not be put on sites that provide users with free-hosting, community or redirection services. ProvenPixel ads are also not permitted on framed-content pages which publishers provide no-proxy link towards.
PUBLISHER INVESTIGATION At any time ProvenPixel may investigate any publisher site for violation of the Terms and Conditions. ProvenPixel regularly performs compliance audits.
FRAUDULENT IMPRESSIONS OR CLICKS Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by ProvenPixel's advertising management system.
These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, blind text links, running 'spiders' against a publisher's own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by ProvenPixel, acting reasonably, or based on industry practices) click-throughs and/or impressions. ProvenPixel advertisements may not be placed on a page which reloads automatically.
The code for ProvenPixel advertisements may not be used on a web page other than one located at an approved URL and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved URL.
ProvenPixel publishers may not require users to click on a ProvenPixel advertisement prior to entering a publisher website or any area therein or provide incentives of any nature to encourage or require users to click on ProvenPixel advertisements.
REMOVAL FROM THE ProvenPixel Ad NETWORK ProvenPixel reserves the right to terminate the participation of any publisher or site without reason but expressly including any publisher site that ProvenPixel judges to be in violation of the Terms and Conditions.
Publishers in violation of ProvenPixel's Terms and Conditions will be immediately deactivated. ProvenPixel may deactivate publishers with no prior notification, though every effort will be made to notify the deactivated publisher via the e-mail address provided by the publisher. Publishers found in violation of the Terms and Conditions will not receive any credit or payment from ProvenPixel. Publishers that are terminated by ProvenPixel on any basis other than violation of these Terms and Conditions will be entitled to receive any payment due from ProvenPixel.
Upon termination of a publisher from the ProvenPixel Ad Network, for any reason and by either party, the publisher shall immediately remove all codes from all pages where the publisher had inserted such codes.
PUBLISHER PAYMENTS Publishers will keep their payment address and complete contact information, including telephone number and e-mail address, up-to-date with their account representative. ProvenPixel may provide notice to publishers by a notice placed on the ProvenPixel site and/or an e-mail sent to the address listed in the publisher profile. Publishers who fail to keep this information current and complete cannot hold ProvenPixel responsible for late or misdirected payment of earned revenue.
As previously stated, any publisher site that ProvenPixel removes from the ProvenPixel Ad Network due to violation of the Terms and Conditions will receive no credit or payment.
ProvenPixel may withhold or cancel any payment due to any publisher whose website is found by ProvenPixel to be displaying dubious and/or problematic click-through rates (CTR) (such as click-through rates that are outside the normal range of average sites).
TERMINATION Either party may terminate this agreement (and participation in the ProvenPixel Ad Network) at any time by notification at that party's e-mail address as set out on the ProvenPixel website in the case of ProvenPixel, and as set out in the publisher's profile on the ProvenPixel Ad Network in the case of a publisher.
INDEMNIFICATION The publisher agrees to indemnify and hold ProvenPixel and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the publisher in the ProvenPixel Ad Network, (ii) operation of the publisher's web site or any URL submitted to ProvenPixel for participation in the ProvenPixel Ad Network or (iii) otherwise arising from publisher's relationship with ProvenPixel. The publisher also agrees to indemnify ProvenPixel for any legal fees incurred by ProvenPixel, acting reasonably, in investigating or enforcing its rights under this agreement.
MODIFICATIONS ProvenPixel reserves the right to change the publisher Terms and Conditions at any time. It is the publisher's responsibility to check these Terms and Conditions from time to time for such changes. In the event ProvenPixel offers any additional or replacement services then this agreement shall apply to such services in the absence of any new agreement specific to such services which is entered into between the parties.
PUBLICITY Publishers grant ProvenPixel permission to refer to the publisher and its sites in its marketing materials.
DISCLAIMERS, EXCLUSIONS AND LIMITATIONS ProvenPixel expressly disclaims all representations and warranties, and the publisher agrees that there are no representations or warranties being made by ProvenPixel, implied or express, statutory or otherwise, in respect of the ProvenPixel Ad Network or its operation. ProvenPixel expressly waives all implied warranties and conditions of merchantability, merchantable quality or fitness for purpose. Both parties waive application of the UN Convention on the International Sale of Goods. Publishers agree that their participation in the ProvenPixel Ad Network is at their own risk. While ProvenPixel uses commercially reasonable efforts to ensure a high standard of service, ProvenPixel does not guarantee, and assumes no liability in the event, that the ProvenPixel Ad Network will be operational at all times or that the ProvenPixel Ad Network will not experience periodic disruptions. ProvenPixel shall not be liable for any direct, indirect, consequential, special, incidental or other damages incurred by publishers from participation in the ProvenPixel Ad Network, whether based on contract (including fundamental breach), tort (including negligence) or otherwise. In no event shall ProvenPixel's aggregate liability exceed the amount of fees then due to the publisher as determined pursuant to this agreement.
OWNERSHIP Publishers agree that all information contained on a website operated by ProvenPixel or its affiliates, and all information compiled by ProvenPixel through operation of the ProvenPixel Ad Network, is the proprietary information of ProvenPixel. Personal information provided by publishers to ProvenPixel will be kept confidential and will not be distributed, except in aggregate form, to any third party. Notwithstanding the foregoing, ProvenPixel reserves the right to identify the publisher to a third party where ProvenPixel, acting in good faith and reasonably, believes (i) that the publisher has infringed or violated the right of that third party in connection with a web site carrying advertising from the ProvenPixel Ad Network, or (ii) is necessary to satisfy any applicable law or regulation, or comply with legal process or a government request, (iii) that the disclosure of such information is necessary for ProvenPixel to protect its legal or proprietary interests.
CASE OF DISPUTE ProvenPixel and the applicant/publisher agree that any dispute arising from participation in the ProvenPixel Ad Network and/or this agreement, shall be settled by means of binding arbitration, to be conducted in accordance with the rules of the American Arbitration Association and which shall take place at the location of ProvenPixel's head office.
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