This Publishing Partner Terms and Conditions Agreement (“Agreement”) was last updated in September 28, 2016, and governs the relationship between Bucksense, Inc., a company incorporated in the State of Nevada (hereinafter referred to as “Bucksense”) and its publishing partners (“Partner/Partners”).
Whereas, Bucksense wants to provide its advertisers with the ability of having their advertising served on Partner’s network of publishers; and
Whereas, Partner operates an ad network and/or a Real Time Bidding Exchange and wants to serve advertisements obtained from Bucksense on its network of publishers, in accordance with the terms of this Agreement.
Now therefore, in consideration of the foregoing and the mutual promises contained herein, the parties hereto agree as follows:
1.1 “Advertisement” means any CPM advertising unit.
1.2 “Advertisement Measurement” means a Page view, click-through or any other measurement related to an Advertisement.
1.3 “Advertising Guidelines” means Partner’s advertising guidelines, if any, including specifications for the file size, dimension, content, animation and other characteristics of Advertisements to be delivered to the Network as may be prescribed by Partner’s software codes.
1.4 “Advertising Statistics” means information regarding Advertisement Measurements and other statistical information relating to Advertisements obtained by Bucksense through serving Advertisements to the Network, including aggregated information used by Bucksense for its reporting purposes, consisting of compilations of aggregated statistics about Bucksense’s ad-serving service (i.e. the aggregate number of ads delivered etc).
1.5 “Fraudulent Impressions” shall mean the serving of Advertisements with the purpose of directly or indirectly generating leads, impressions or any other Advertising Measurement by fraudulent traffic generation such as bot/nonhuman traffic, stacked/hidden iframes, ad injection, impression laundering, clicks without referring URL'S, extraordinary high number of repeat clicks and other forms or mechanisms not approved by Bucksense.
1.6 “Network” shall mean the Partner’s network of publishers or Real Time Bidding Exchange.
1.7 “Pageview” means a Network page to which an Advertisement is delivered as recorded by Bucksense’s advertising reporting system.
2.1 It is hereby agreed by and between Partner and Bucksense, that Partner will source/obtain Advertisements from Bucksense and serve the Advertisements on the Network in accordance with the terms of this Agreement.
3.1 Partner and Bucksense may perform one or more server stress tests to successfully serve Advertisements in real time biding mode under high traffic situations that will mirror day-to-day delivery of Advertisements to the Network, and Bucksense’s ad servers' Advertisement Measurement count allocation. The parties shall, to the extent necessary, coordinate such testing within the Test Notice Period. Both parties shall provide each other at their request, all materials necessary (including test images) to enable each of them to determine their respective ability to comply with their obligations under this Agreement.
3.2 Parties will make the results of any tests conducted pursuant to Section 3.1 available to the other Party upon receipt of a written request.
3.3 During the term of this Agreement, parties shall provide the other party no less than ten days prior written notice of any contemplated substantial changes to its ad server that may affect the other party’s ability to serve Advertisements to the Network.
4.1 Bucksense will only serve CPM Advertisements on the Network and based on the specifications provided by Partner. Partner will also provide Bucksense creative ad policies and guidelines in writing.
5.1 The Consideration for this Agreement is attached in Schedule 1.
6.1 This Agreement will take effect on the Effective Date and will remain in force till terminated in accordance with this Section 6.
6.2 This Agreement may be terminated by either party at its sole discretion and without assigning any reason, by giving a written notice to the other party to that effect of not less than 30 days.
6.3 Immediately upon this Agreement’s termination, Bucksense and Partner shall cease serving Advertisements onto the Network.
7.1 Bucksense will make payments for the advertisements served based on reports provided by Partner. In case of any discrepancy the Bucksense should notify Partner within 15 days of the incident and settlement will be done based on mutual discussion between Bucksense and Partner.
7.2 Bucksense and Partner will periodically reconcile the Advertisement Statistics as may be mutually agreed.
8.1 Each party shall indemnify, defend and hold harmless the other and its respective employees, representatives, agents and affiliates, against any and all expenses, costs, charges, damages and losses, (including reasonable attorneys’ fees and costs) incurred by the other in connection with any claims, legal proceedings, civil or criminal of any kind arising out of or relating to any breach of this Agreement by any of them (including, but not limited to, any breach of a representation or warranty set forth in Section 9).
9.1 Parties represent and warrant that (i) their activities in connection with this Agreement, (ii) the serving of the Advertisements to the Network and (iii) the Advertisements will not: (i) violate any applicable law or regulation, or (ii) infringe in any manner upon the copyright, patent, trademark, trade secret or any other intellectual property right of any third party.
9.2 Partner further represents that Partner or publishers in the Partner Network will not serve Bucksense with Fraudulent Impressions.
10.1 IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY TO THE OTHER OR ANY THIRD PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE TOTAL NET REVENUE ACTUALLY RECEIVED BY PARTNER UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE APPLICABLE CLAIM.
11.1 “Confidential Information” shall mean any information or data disclosed by one party to the other party pursuant to this Agreement that is marked in a manner that indicates it is of confidential nature.
11.2 Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall not disclose such Confidential Information to any third party.
11.3 COPPA. To the extent Partner makes content available to children under the age of thirteen in the United States, this Section 7.5 shall apply. Partner represents and warrants that: (i) Partner will comply with all applicable laws and regulations related to Children's Online Privacy Protection Act of 1998 and its rules, as the same may be amended from time to time (collectively, "COPPA"); (ii) except as specifically set forth in a notice described in this section, the Network is not directed to children under the age of thirteen and Partner does not have actual knowledge that any publisher in the Network collect personal information from children under the age of thirteen; and (iii) Partner shall not collect or pass to Bucksense any personal information for any purpose not permitted under COPPA.
11.4 Partner further represents and warrants that, in addition to the foregoing provisions, it has and shall maintain a privacy policy that: (i) fully and completely discloses to users of the Network the practices of Partner, Bucksense or third parties with respect to the collection, use and disclosure of data and other information (including, but not limited to, personally identifiable information) through the use of cookies and similar methods, including for advertising purposes, on the Network; (ii) discloses that Partner allows third parties to serve advertising within the publishers’ sites; and (iii) provide an easy opt-out tool for users who wish to avoid collection of tracking data that includes clear and conspicuous opt-out information and instructions.
Any term of this Agreement may be amended or waived only with the written consent of the parties. This Agreement shall be governed by the laws of the State of New York and shall be the exclusive jurisdiction in any matter arising out of or relating to this Agreement. This Agreement may be executed in counterparts. Any provision of this Agreement that is held to be unenforceable shall be severed from the remainder of the Agreement, which shall remain in effect. The parties are independent contractors and not the agent of the other. Any notice under this Agreement shall be in writing and delivered to the respective party’s address set forth above (or via email) and shall be deemed effective upon receipt. This Agreement may not be assigned by a party without the written consent of the other party, except to an acquirer of all or substantially all of the business or assets of the assigning party, or in connection with a merger of the assigning party. Neither party shall publicly disclose any of the terms and conditions of this Agreement (except to its attorneys, accountants or as otherwise required by law) without the prior written consent of the other. This Agreement constitutes the entire Agreement of the parties pertaining to the subject matter hereof, and supersedes all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.
The Consideration for this Agreement
Calculation. : All payments under this Agreement shall be made based on the terms agreed by both parties under the corresponding Bucksense, Inc. Insertion Order. Partner agrees that Bucksense shall not be obligated to make any payments arising from Fraudulent Impressions.