Overview
This Terms of Service (“Service”) is between Teaching Aids, LLC dba AdMetricsPro (“AMP”) and the (“Publisher”).
AMP offers an online advertising sale and management service, encompassing online monetization, yield management, GDPR CMP, CCPA CMP, malicious ad blocking, and online advertisement serving, (the “Service”).The Service enables AMP to exclusively make available Publisher’s ad space to advertisers via Google, direct sales, ad agencies, ad exchanges, online ad
networks, programmatic technology, online ad auctions, online ad exchanges, and third-party advertisers. Publisher agrees to publish and display advertisements, banners, buttons
and or other content as mutually agreed upon and provided by AMP on behalf of certain third-party clients of AMP (“Advertisers”) in an unmodified, electronic form on certain websites or applications owned or operated by Publisher (“Publisher Properties”), by utilizing advertising tags provided by AMP to Publisher.
1. General Terms
1.1 Publishers’ sole compensation under this agreement shall consist of the revenue split as reported by AMP from applicable advertisers minus the following:
a. Any fraudulent inventory or any related third-party fees or
adjustments due to the fraudulent inventory as described in
section 1.5, below.
1.2 AMP shall pay to Publisher all undisputed monthly earnings accrued once Publisher’s total Revenue earned exceeds U.S. $100.00 a month. AMP will remit such monthly revenue to Publisher no later than the 5th day (Net 65) of the third month proceeding the month that the Revenue was earned for all tags, direct sales advertisers, ad agencies, ad exchanges, online ad networks, and online ad auctions, or interstitials for the Publisher. For example, Revenues earned during the month of June will be paid no later than September the 5th.
1.3 Publisher allows AMP to include the approved domains and URL’s in their agency related interfaces for better monetizing the ad inventory. Separate ad tags will be generated for each different domain, so that individual tracking and performance may be monitored and reported. Reporting will be provided on a daily basis, and final accounting will be provided 15 days after the month that is being reported.
1.4 Revenues are calculated solely by AMP in accordance with AMP’s reporting and/or tracking procedures. No other measurements or statistics shall have any effect under this agreement.
1.5 If fraudulent inventory or activity is determined by AMP or reported by Google, direct sale advertisers, ad agencies, ad exchanges, online ad networks, or online ad auctions, revenues may be withheld in whole or in part and subject to reduction and offset.
1.6 Publisher and AMP may conduct a site evaluation to determine the number of tags and their location on the site. AMP will make sure that the ad placements are within the guidelines and policies of Google and the other ad agencies that are used in the Service. Publisher may select from the sizes available in the Google GAM360 Ad Server. Typical ad sizes for banner display are 970×250, 970×90, 728×90, 160×600, 300×250, 300×600, 300×50, and 320×100. The AMP video unit is also available for Video advertising in various sizes and placements.
1.7 Publisher agrees to notify any meaningful changes to the site layout to the AMP to insure compliance with AMP’s agreements with Google, direct sale, ad agencies, ad exchanges, online ad networks and online ad auctions (“Ad Agreements”). If a site change violates the conditions of any Ad Agreements, AMP agrees to notify Publisher within 24 hours. If for any reason any component of the site is live and violates one of Ad Agreements, Publisher will remediate or remove any such site changes within
48 hours of notification by AMP, or AMP has the right to suspend the ad tag(s) that are cited until changes are made.
1.8 Publisher agrees not to engage in any form of fraudulent traffic generating methods including but not limited to, robots, spiders, auto-spawning browsers, auto reloading, meta-refreshers or any other forms of fraudulent and artificial traffic.
1.9 Publisher agrees not to publish any material that is deemed offensive or illegal in nature on the site. This includes but is not limited to, websites promoting mp3, warez, or pornographic material. AMP agrees to use blocking filters and lists as provided by Google, ad agencies, ad exchanges, online ad networks, online ad auctions, and Publisher to keep ad quality suitable for the marketplace. AMP will also provide ad blocking software from AdLightning as part of the service.
1.10 Publisher agrees not to knowingly include any ‘virus’ or other destructive programming or device that could impair or injure the data, computer system or software.
1.11 Publisher agrees not to infringe on any Intellectual Property Rights or other proprietary rights; does not knowingly engage in, promote or facilitate activities such as pirating, hacking or any other activities which are illegal under US law.
1.12 Publisher agrees not to change or alter the Ad Codes provided by AMP in any way.
1.13 Publisher agrees not to place Ad Codes on blank pages, 404 error pages, pages with no content that only contain advertisements, password protected pages, newsletter sign up confirmation pages, unsubscribe newsletter pages, or contest entry pages. Publisher agrees not to violate any PII policies and will fix any cited violation received from Google or any other exchange or agency.
Please review Google’s Ad Exchange Seller Program Guidelines: Google’s Ad Exchange Seller Program Guidelines
1.14 Publisher agrees not to place Ad Code on any other domain that has not been reviewed and approved by AMP.
1.15 New domains may be added by email request from Publisher and deemed approved when Publisher receives an approval email from AMP.
1.16 AMP shall have the right to reference and refer to its work for, and relationship with, the Publisher for marketing and promotional purposes. No press releases or public announcements shall be made without the mutual consent of AMP and the Publisher.
1.17 AMP does not verify, endorse, or otherwise take responsibility for the content of the Advertisements managed under the Service.
1.18 Publisher agrees to grant read only access to their Google Analytics account for having that data integrated into the reporting system provided by AMP for the Publisher.
2. Terms and Termination
2.1 The initial term shall be for one year from the “Effective Date” that date is when AMP’s Ad code is placed on the site. The term shall automatically renew for additional one year periods unless terminated by either party, as outlined in paragraph 2.2 below.
2.2 Either party may terminate the Agreement at any time and for any reason by providing 5 days written notice to the other party. Publisher agrees to fulfill any direct advertising campaign approved by Publisher to run on their site prior to termination, by trafficking the campaign in its Ad Server platform after termination. AMP will pay all earned revenue on a properly terminated agreement, as outlined in Sections 1.1 and 1.2 through the termination date or fulfill date of any campaign.
2.3 Publisher may terminate this agreement without notice if AMP does not:
1. Submit payment to Publisher as described in sections 1.1 and 1.2 of this agreement.
2.4 AMP may terminate this agreement without notice if Publisher has:
1. Fraudulently increased traffic as outlined in section 1.8 or any other means.
2. Failure to fix any violations of Google’s policies as outlined in their program guidelines, or any violations of this agreement as outlined in sections 1.9 through 1.14, within 14 days of notice from either AMP, Google, direct sales advertisers, ad agencies, ad exchanges, online ad networks, online ad auctions, or third-party advertisers.
3. Modifies or edits AMP’s ad code.
3. Force Majeure
3.1 Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrections, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
4. Governing Law
4.1 This agreement is governed by the laws of the State of Florida. All disputes between the parties arising out of this agreement shall be heard and decided in the state or federal courts of Hillsborough County, Florida.
5. Severability / Waiver
5.1 The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which will remain in full force and effect.
6. Limitation of Liability
6.1 In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services for the following conditions:
1. Loss of traffic to the website due to an internet or server outage.
2. Delays in delivery and/or non-delivery of advertisements, including, without limitation, difficulties with a third-party server, ad exchange platforms, Google’s DoubleClick for Publishers server, ad agency server, online ad network or auction server.
3. Audits and/or adjustments to month end revenues and impressions served from Google, ad agencies, ad exchanges,
online ad networks and auctions, or third-party advertisers.
7. No Agency
7.1 This Agreement does not create an agency, partnership, or joint venture between the parties.
8. Counterparts
8.1 The parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
9. Notices
9.1 All notices of terminations or breach must be in writing and addressed to the attention of the person that has signed this agreement. The notice may be mailed, faxed, or emailed. Notice will be treated as given on receipt, as verified by written or automated receipt.
10. Confidentiality
10.1 Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information disclosed to it by the other Party pursuant to this Agreement.