CPM Advisors Ad Network Terms and Conditions
This agreement ("Agreement") between "Publisher" or "You" and CPM Advisors, Inc. ("CPM Advisors") consists of these Terms and Conditions and the accompanying attachments, which are incorporated in full by this reference. "You" or "Publisher" means any entity identified herein, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. In the event of a conflict between these terms and conditions and the terms of the accompanying attachments, these terms and conditions shall control.
1. Advertising Services
a. CPM Advisors shall select and serve marketing messages from third parties and from CPM Advisors in the form of Banners, text links, headline links, buttons and other such creative units determined by CPM Advisors and its advertisers ("Advertising") into the Publisher Website and share a percentage of revenue resulting from advertisers paying for such Advertising with Publisher according to the terms described below and in Section 3 of this Agreement. Advertising shall include all or some portion of the following items but shall not be limited to banners in the form of 728x90 pixels, 300x250 pixels, 160x600 pixels and other such units requested by advertisers ("Banners");
Both Publisher and CPM Advisors specifically agree to take the following actions in order to execute the Advertising called for by this Section 1 of the Agreement:
b. Publisher agrees to:
i. Display Advertising on every page of the Publisher Website according to the terms of this Agreement (when there are third-party ads available);
ii. Implement all tags, formatting and code necessary in order for CPM Advisors to exercise its rights under this Agreement;
c. CPM Advisors agrees to:
i. Identify and integrate the Publisher as a member of the CPM Advisors Ad Network
ii. Sell and place Advertising on the Publisher Website pages; and
iii. Share such revenue received by CPM Advisors from advertisers for Advertising placed on the Publisher Website by CPM Advisors with Publisher consistent with the provisions of Section 3 of this Agreement.
2. Publisher Editorial Services
Publisher shall author, update, brand and oversee (collectively, "Publish") the Publisher Website, as described below and in Attachment A. Both Publisher and CPM Advisors specifically agree to take the following actions in order to execute the terms of the Editorial Services provisions in this Agreement:
a. Publisher agrees to:
i. Publish the Publisher Website;
ii. Allow CPM Advisors to advertise, promote and publicize Publisher and Publisher Website availability on websites under its control, including but not limited to http://cpmadvisors.com;
iii. Allow CPM Advisors to link to the Publisher Website from all websites and blogs owned and/or managed in any way by CPM Advisors;
iv. Allow CPM Advisors to modify the Advertising, which appears on the Publisher Website as, described above in Section 1, Advertising Services. However, CPM Advisors may not otherwise change the content or meaning of the Publisher Website, except, however, if the Publisher Website does not meet the CPM Advisors Editorial Standards for Linked Publishers set forth in Attachment A or other requirements for the Publisher Website set forth in this Agreement, CPM Advisors may remove the Publisher from the CPM Advisors Ad Network and the Advertising from the Publisher Website without providing Publisher with prior notice;
v. Take commercially reasonably measures to maintain the web server supporting the Publisher Website in order to ensure that the Publisher Website is available twenty-four (24) hours a day, every day of the year. Publisher shall notify CPM Advisors as soon as Publisher becomes aware that its web server is not operating and as soon as it becomes available again.
vi. During the term of this Agreement, Publisher agrees not to re-publish the Publisher Website's content on any other blog/publisher, or to publish any blog/website that might be considered a duplication of the Publisher Website; and
vii. Not include in its Publisher Website or its linkages any software, tools or text that could cause CPM Advisors or its users' websites, systems and networks harm from reduced system performance, system unavailability, data loss, or other damage.
b. CPM Advisors agrees that:
i. Publisher shall have control over the content and "look and feel" of the Publisher Website, subject to the terms of this Agreement;
ii. CPM Advisors shall advertise, promote and publicize Publisher and Publisher Website availability in areas, selected in CPM Advisors sole discretion, that may include but shall not be limited to:
(1) Placement in the CPM Advisors Ad Network channel or other such area on cpmadvisors.com;
(2) Placement in the CPM Advisors Network directory on cpmadvisors.com or related sites; or
(3) Contextual placement throughout cpmadvisors.com where appropriate and relevant to a particular page, product, or story on cpmadvisors.com;
iii. Other than modifying the Advertising as explicitly described above in Section 1, Advertising Services, CPM Advisors may not otherwise change the content or meaning of the Publisher Website, except, however, if the Publisher does not meet the CPM Advisors Editorial Standards for Linked Publishers set forth in Attachment A or other requirements for the Publisher set forth in this Agreement, CPM Advisors may remove the Publisher from CPM Advisors' Network and the Advertising from the Publisher Website without providing Publisher with prior notice.
3. Compensation and Revenue Share
CPM Advisors has contracted with Right Media LLC ("Right Media", which is a wholly-owned subsidiary of Yahoo! Inc.) to serve all advertising on Publisher sites. Right Media and/or CPM Advisors reserve the right to terminate the relationship with a member if they remove the required advertisements from their sites. When Right Media is serving advertising, it may recognize certain types of non-personally identifiable information, such as a user's IP address, browser version or type, operating system, service provider and time zone. Right Media also uses cookies to note the general content of the sites that users visit over time in order to serve ads on this site and other sites. For more details about the non-personally identifiable information Right Media collects and the opportunity to opt out of such data collection, please visit RightMedia.com. Right Medias FAQ, Privacy Policy, and Terms and Conditions are available at http://content.yieldmanager.com/ym_privacy.html .
In consideration of the Services to be performed by Publisher, CPM Advisors agrees to compensate Publisher as follows:
a. Fees: Net Advertising Revenue received by CPM Advisors from third-party advertisers for Advertising placed on the pages of the Publisher Website by Right Media shall be shared by CPM Advisors and Publisher on the following basis: Seventy percent (70%) to Publisher and thirty percent (30%) to CPM Advisors, with the proviso that CPM Advisors' share shall be at a minimum a CPM (cost per thousand impressions) of 3 cents (3/100ths of a dollar). "Net Advertising Revenue" shall be defined as gross revenues, less agency fees, charge backs, bad debt, refunds and other such offsets. CPM Advisors will pay out of its revenue share, any and all revenue share or payments due to Right Media or any other advertising serving companies or technology vendors which effect the display of Advertising on Publisher Websites. CPM Advisors will be responsible for providing revenue payments to Publishers on a monthly basis.
b. Impression and Click Fraud: Publisher shall not, and shall not authorize any party to generate automated, fraudulent or otherwise invalid impressions or clicks. If, in CPM Advisors' reasonable business judgment, activity related to the Publisher Website is suspected or determined to be so-called "click-fraud" or "impression fraud" (the illicit manipulation of advertising revenue), whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on CPM Advisors provided advertisements, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser reloading or clicking on an ad for the purpose of generating an improper click or impression value and generating revenue, CPM Advisors may suspend or otherwise disable Publisher's Account until such time as the matter is resolved to CPM Advisors' satisfaction. Publisher acknowledges that CPM Advisors, or a third-party designated by CPM Advisors, may use cookies to monitor visitor information in order to track suspicious clicks through source and behavior of the click traffic. CPM Advisors retains the right to not credit Publisher for those clicks or impressions that it reasonably determines or suspects are fraudulent.
c. Additional
Information: With each remittance from CPM Advisors as set forth in Section
3.a above, CPM Advisors shall provide Publisher with a statement setting forth
the fees earned by Publisher, together with other reasonable supporting
information regarding revenues accrued during the preceding month.
In addition, CPM Advisors will include the remittance as set forth in Section
3.a above, as long as it exceeds fifty dollars ($50) in the month. If the total
amount of the compensation earned is less than fifty dollars ($50) in a given
month, then the amount will be accumulated until it reaches fifty dollars ($50).
4. Copyrights, Linking and Licenses
Publisher grants CPM Advisors:
a. A worldwide, royalty-free license to link to the Publisher Website and to serve Advertising into the Publisher Website for the permitted uses set forth in this Agreement; and
b. The right to use Publisher publisher's name, likeness, photograph and biographical material in connection with all permitted uses set forth in this Agreement. The Publisher shall be credited at all times as the publisher of the Publisher Website in connection with all permitted uses by CPM Advisors.
Except as expressly set forth in this Agreement, neither party grants the other party any other licenses to its content, proprietary materials, and intellectual property, including all copyrights, trademarks, trade names, service marks, and patents, and all such rights are reserved.
5. Mutual Representations and Warranties
Each party represents and warrants to the other party that:
a. There are no agreements or arrangements, written or oral, that would be breached upon the respective party's execution or performance of this Agreement, that would restrict, interfere or conflict with the respective party's obligations under this Agreement, or that would diminish the other party's rights granted under this Agreement;
b. Each party shall comply with all the terms, conditions, obligations and restrictions in this Agreement;
c. Each party has the right, power and authority to enter into this Agreement and perform its obligations as set forth herein;
d. The information provided by each party to the other party in connection with this Agreement is true, correct and complete; and
e. Each party shall at all times be in compliance with all applicable laws, rules and regulations with respect to this Agreement.
6. Publisher Representations and Warranties
Publisher represents and warrants that it shall NOT:
a. Intentionally place creatives on blank web pages or on web pages with no content; stack creatives (e.g. place on top of one another so that more than 2 ads are next to each other); or place creatives on non-approved websites or web pages, or in such a fashion that may be deceptive to the visitor.
b. Place advertisements on any website (i.e, a specific URL) other than the website for which the advertisement was accepted, or place advertisements intended for websites on or within any other media other than websites.
c. Unless specifically approved by CPM Advisors in writing, resell any creatives to other websites, Publishers, or any other third parties.
d. Serve creatives from any location other than the CPM Advisors server. Stored images that are loaded from a different location will not count towards any statistic or payment.
7. Indemnification
Each party shall defend, indemnify and hold harmless the other party, its Publishers, employees, successors and assigns, against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney's fees and costs), arising out of or in any way connected with its breach of its representations and warranties under this Agreement.
8. Confidentiality
Publisher acknowledges that during the performance of its duties and obligations under this Agreement, CPM Advisors may be required to disclose to Publisher certain information, which CPM Advisors regards as proprietary or confidential. As used in this Agreement, the term "Confidential Information" shall include without limitation: (i) CPM Advisors' trade secrets, business plans, strategies, methods and/or practices; (ii) computer systems architecture and network configurations (iii) any and all information which is governed by any now-existing or future non-disclosure agreement between the parties hereto; (iv) click-through rates or other statistics relating to Publisher Website performance; (v) any other information relating to CPM Advisors that is not generally known to the public, including information about CPM Advisors' personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and (vi) any and all analyses, compilations, studies, notes or other materials prepared which contain or are based on Confidential Information received from CPM Advisors. Publisher agrees that it will not disclose any Confidential Information to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Agreement. The foregoing obligations shall not apply to the extent Confidential Information: (a) must be disclosed by Publisher to comply with any requirement of law or order of a court or administrative body (provided that Publisher agrees to notify CPM Advisors of the issuance of such order and cooperate in its efforts to convince the court or administrative body to restrict disclosure); or (b) is known to or in the possession of Publisher prior to the disclosure of such Confidential Information to Publisher hereunder, as evidenced by the Publisher's written records; or (c) is known or generally available to the public through no act or omission of Publisher or its officers, directors, employees, agents, consultants, attorneys or independent contractors ("Representatives") in breach of this Agreement; or (d) is made available free of any legal restriction to Publisher by a third party. Publisher shall promptly reimburse, indemnify and hold harmless CPM Advisors and its Representatives and other persons acting on its behalf, from and against any damage, loss or expense incurred by CPM Advisors as a result of the breach of the confidentiality provisions in this Section 8 by Publisher or its Representatives. The duties and requirements under this Section 8 relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive termination of this Agreement.
9. Non-solicitation
Publisher recognizes that CPM Advisors has proprietary relationships with the third-party advertisers which provide creatives via the CPM Advisors Ad Network and Publisher agrees not to intentionally solicit, induce, recruit, encourage, directly or indirectly, any advertiser that is known to Publisher to be an advertising client and/or customer of CPM Advisors (e.g., an advertiser which provides creatives via the CPM Advisors Network), for purposes of offering products or services that are competitive with CPM Advisors (including the provision of advertising inventory) nor contact such advertisers for any purpose, during the term of Publisher's membership in the CPM Advisors Ad Network and for the 90-day period following termination of Publisher's membership in the CPM Advisors Ad Network, provided however, that the foregoing restriction shall not apply to advertisers with whom Publisher already has a relationship prior to the placement of advertising on Publisher's Website on behalf of such advertisers by CPM Advisors, as explicitly proven by documented evidence of such prior relationship provided by Publisher to CPM Advisors immediately upon CPM Advisors' written request.
10. Term and Termination
This Agreement will commence on the date above and shall continue until terminated by either party for any reason upon seven (7) days prior written notice to the other party. CPM Advisors may also terminate this Agreement without prior notice as set forth in Attachment A. In the event that this Agreement is terminated, the following shall occur:
a. All copyrights, linking and licenses granted in this Agreement cease;
b. CPM Advisors and Publisher shall promptly remove all Advertising and the CPM Advisors Ad Network Branding from the Publisher Website; and
c. CPM Advisors shall make a final remittance to Publisher of Publisher's share of outstanding Net Advertising Revenue according to the terms of Section 3.
11. No Guarantee
CPM Advisors makes no guarantee regarding the level of impressions of ads or clicks on any ad that might be served to Publisher, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Publisher under this Agreement.
12. No Warranty
CPM Advisors makes no warranty, express or implied, including without limitation with respect to advertising, links and other services, and expressly disclaims the warranties or conditions of noninfringement, merchantability, and fitness for any particular purpose. To the extent ads or links are based on non-CPM Advisors content, CPM Advisors shall not have any liability in connection with the display of such ads or links.
13. Limitation of Liability
Except for a party's obligations under the indemnification provisions set forth in Section 7 of this Agreement, neither party nor its Publishers shall be liable or obligated under any section of this Agreement or under contract, negligence, strict liability or other legal or equitable theory for any special, incidental or consequential damages (including any loss of revenue, profits or data) suffered or incurred by the other party or its Publishers.
14. Entire Agreement, Amendment
This Agreement represents the entire agreement between Publisher and CPM Advisors with respect to the subject matter hereof and thereof and supersedes all previous oral or written communications, representations or agreements. This Agreement may be modified only by writing executed by a duly authorized company officer.
15. Severability
To the extent that any of the provisions of this Agreement, or any word, phrase, clause, or sentence in it shall be found to be illegal or unenforceable for any reason, such provision, word, clause, phrase or sentence shall be modified or deleted in such a manner so as to make the Agreement as modified legal and enforceable under applicable laws, and the balance of the Agreement or parts thereof shall construed as severable and independent and not be affected thereby.
16. Notices
CPM Advisors may give notice to you through postal notification or through e-mail notification, in its sole discretion. Publisher may give notice to CPM Advisors via e-mail Publisher email contact, by postal mail to 100 Bush St, Suite 780, San Francisco CA 94111, USA., or via facsimile to (415) 354-3316.
17. Assignment
This Agreement may not be assigned by Publisher without CPM Advisors' prior written consent. This Agreement may be assigned by CPM Advisors without Publisher's consent.
18. Entire Agreement, Amendment
Nothing contained in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the parties hereto, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
19. Governing Law
This Agreement shall be governed by the laws of the state of California, without regard to the choice of law provisions thereof, which state shall have jurisdiction of the subject matter hereof.
Attachment A
CPM Advisors Editorial Standards for Linked Publishers
These Editorial Standards exist to help the Publisher and CPM Advisors achieve their goals of growing the audience for the Publisher Website, growing CPM Advisors' overall users, and deriving mutual financial benefit. As outlined below, these Editorial Standards set forth some known limits for editorial content. The list of standards specified below, however, is not a comprehensive listing of prohibited conduct by Publisher. The Publisher remains fully responsible for ongoing monitoring of content on the Publisher Website to ensure adherence with the requirements of this Agreement. The Editorial Standards include the following:
1. Unacceptable Content
The Publisher Website, including all information, text, images, photographs, graphics, e-mail addresses, web pages, comments and reviews, discussion board postings and other materials contained in or linked to the Publisher Website, may not contain, publish, link to, sell or otherwise distribute any "Unacceptable Content." Unacceptable Content is defined as content that:
a. Is lewd, profane, obscene, or indecent, including any content that is violent or pornographic or that contains nudity, explicit violence or sexual material, or depictions of violent or sexual acts;
b. Is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person;
c. Is unlawful or that could facilitate the violation of any applicable law, regulation or governmental policy;
d. Offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid schemes;
e. Is libelous, defamatory, knowingly false or misrepresents another person;
f. Infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party;
g. Is harmful to CPM Advisors' or any other party's systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information;
h. Violates any obligation of confidentiality;
i. Violates the privacy, publicity, moral or any other right of any third party; and
j. Consists of any other content that CPM Advisors in its sole discretion deems to be Unacceptable Content.
If Publisher permits user comments and trackbacks on the Publisher Website, Publisher shall regularly monitor these comments and remove any that include and/or link to Unacceptable Content.
CPM Advisors, in its sole discretion, will determine what constitutes "Unacceptable Content" under these Editorial Standards. CPM Advisors is under no obligation to monitor the Publisher for compliance with these Editorial Standards. CPM Advisors may change the Editorial Standards at any time by providing Publisher with ten (10) business days prior written notice. CPM Advisors reserves the right to remove the Publisher, without providing the Publisher with prior notice, from the CPM Advisors Ad Network at any point if the Publisher posted uses Unacceptable Content or otherwise does not meet the requirements for the Publisher set forth in this Agreement. CPM Advisors reserves the right to terminate this Agreement without prior notice in the event that, in CPM Advisors judgment, Publisher has violated the Editorial Standards or the other requirements for the Publisher set forth in this Agreement. Publisher shall not have any right to review or approve CPM Advisors use of the Publisher content, provided such use is in compliance with this Agreement.