AdGlue reserves the right to amend, modify, change, add or terminate (collectively “Changes”) the Terms, the AdGlue.com website (the “Site”) or the Platform at any time in our sole discretion. Your continue use of the Site or the Platform shall be deemed your acceptance of any such Changes. You should make sure you view these Terms periodically to make sure you are familiar with the most recent version of them.
The Platform is designed to enable you as an advertiser to search for and place orders for available advertising inventory (“Available Inventory”) on websites, social media sites and other sites operated by Publishers that signed up for the Platform (“Publisher Sites”) and to purchase such Available Inventory and place advertising on such Publisher Sites through the Platform. Subject to these Terms and payment of all applicable fees, AdGlue grants Advertiser a non-exclusive, non-transferable right to access and use the Platform solely for purposes of managing its or its client’s advertising campaigns, purchasing and paying for Available Inventory and viewing and receiving reporting data as described herein. All rights in the Platform not expressly granted to Advertiser are reserved to AdGlue.
Advertiser will not, nor attempt to, use the Platform, nor any part thereof, other than as permitted herein, or (i) copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works of the Platform, or any portion thereof; (ii) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided by the Platform; (iii) modify any advertising tags (i.e., any programming code or HTML that requests AdGlue to deliver media to a Publisher), or set, alter, delete or link to any AdGlue cookie on any AdGlue domain; (iv) collect data provided by or from Publisher Sites via cookies or other mechanisms, for purposes of subsequent re-targeting, interest category categorization, or syndication to third parties, unless such data collection is (a) authorized by the Publisher through the Platform, (b) authorized by the party serving the ad unit in question, (c) or the data is derived from a user’s “click” on an ad unit; (v) associate cookies, web beacons, or other tracking mechanisms with personally-identifiable information (PII); or (vi) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Platform.
Advertiser may use the Platform to search for Available Inventory and place orders to purchase the Available Inventory on the Publisher Sites. Once an Advertiser selects Available Inventory, Advertiser has two (2) minutes from selection of the Available Inventory to complete the order or the Available Inventory will be released. If an Advertiser places and confirms an order (“Order”) through the Platform, the Advertising Inventory is specifically and exclusively reserved for thirty (30) days from the confirmation of the order (“Order Commencement Date”) to that Advertiser for delivery and placement of the advertising; once the Ad Materials are delivered and accepted in accordance with Section IV below, it will be “glued” to the Publisher Site for the entire 30-day period. Confirmed Orders are not cancelable by Advertiser and cannot be removed from the Publisher Site during the 30- day period, except as set forth in Section V of these Terms.
Within 30days of the Order Commencement Date, AdGlue will make available to Advertiser, via the Advertiser’s account, reports that (i) confirm that Available Inventory has begun delivery in accordance with the terms of the Order, and (ii) detail fulfillment of the terms of the Order on at least a daily basis, based on AdGlue’s server or a third party ad server approved by AdGlue. AdGlue will monitor the delivery of the Ad Materials into the Available Inventory in accordance with the terms of the Order and will notify Advertiser as soon as reasonably practicable via the Advertiser Account or in writing, at its discretion, if AdGlue believes that an under-delivery is likely or has occurred. Similarly, Advertiser may notify AdGlue if it believes an Under-Delivery is occurring based on information derived from its Third Party Ad Server, if any. Notwithstanding the foregoing, if it appears that the Order is likely not to be fulfilled in its entirety, the Parties will work in good faith to resolve any disputes that may arise with respect to same.
Additionally, AdGlue may, in its sole discretion, deliver up to one hundred and ten percent (110%) of the Available Inventory that should be delivered pursuant to an Order, provided Advertiser will not be responsible for payment with respect to any inventory delivered in excess of one hundred percent (100%) of that required to be delivered pursuant to the Order and AdGlue will not be responsible to Advertiser for any incremental costs incurred by Advertiser in the event of such over-delivery (e.g., AdGlue will not be responsible for additional ad serving fees Advertiser may incur).
Advertiser is solely responsible for creating, designing and providing all of the advertising content and material (“Ad Materials”) for the advertising placed on the Available Inventory purchased by Advertiser.
All Ad Materials submitted by Advertiser must conform to AdGlue’s and the Publisher’s then existing advertising criteria and specifications, including any applicable policies, content limitations, and technical specifications (collectively, the “Requirements”). Where the Ad Materials submitted by Advertiser do not conform to the Requirements, AdGlue will use commercially reasonable efforts to notify Advertiser within ten (10) business days of its receipt of such Ad Materials. AdGlue reserves the right to reject any Ad Materials that do not conform to the Requirements, as determined in its sole discretion, or that do not comply with any applicable law, regulation or other judicial or administrative order, as determined in its sole discretion. In addition, AdGlue reserves the right to reject any Ad Materials that are or may tend to bring disparagement, ridicule, or scorn upon AdGlue or any Publisher. If AdGlue rejects any Ad Materials pursuant to this Section IV, AdGlue may either (i) provide Advertiser with notice of rejection and an opportunity of up to two (2) business days to cure whatever deficiency AdGlue has determined exists with respect to the Ad Materials, or (ii) cancel the Order in its entirety.
Advertiser shall not use the Platform in any manner that infringes or misappropriates a third party’s intellectual property rights or personal rights, to promote any product or service that is illegal, or engage in any promotional or marketing activities that is defamatory, obscene, threatening, libelous, abusive, hateful, or illegal. AdGlue and Publisher shall have the right, in their sole discretion, to remove any of the following types of advertising that are placed through Platform for publication on the Publisher Sites: (a) Ad Material that infringes upon a third party’s IP Rights; (b) Ad Material that contains obscene, pornographic, sexually explicit or adult content; (c) Ad Material that contains content that discriminates against individuals, groups or organizations based on race, religion, sex, age, ethnicity, veteran status, sexual orientation, or gender identity; (d) advertising for alcohol or tobacco products; (e) advertising for gambling or gambling operations; (f) advertising that is false or misleading or (g) advertising for any activity, product or service that is illegal or in violation of any applicable law, rule, regulation or order (collectively “Prohibited Content”).
Advertiser will have an account in which it can purchase credits (“Advertising Credits”) that can be used to purchase Available Inventory. Each Available Inventory shall be allocated a certain number of credits (“Advertising Credits”) that Advertiser much have in its account. Advertiser may purchase a monthly subscription of Advertising Credits for the price and the number of credits specified on AdGlue’s then current pricing schedule at [create a hyperlink]. Advertiser must have sufficient credits in its account to cover the cost of any Available Inventory and can purchase additional credits at the price specified by AdGlue to cover the cost of the Available Inventory. Advertiser shall provide a valid credit or debit card that can be charged the monthly subscription fees or additional Advertising Credits purchased. If you are an agency acting on behalf of an Advertisers, you shall be joint and severally liable for the fees and other obligations of Advertiser under these Terms.
You must be 18 years old and a resident of the 50 United States or the District of Columbia (“U.S.”) to register to use the Site, the Platform or the services offered on the Site. At this point, the Site and the Platform are not available for use outside of the US. If you use the Site or Platform on behalf of a company or other entity, or as an agency for an Advertiser, that legal entity or Advertiser must be incorporated and authorized to do business in the U.S. You must be an authorized representative with the authority to bind that company or entity or your client Advertiser to these Terms. You agree to provide accurate, current and complete information about yourself or your company, and your client Advertiser, as prompted by our registration form (including your email address) and maintain and update your information (including your email address) to keep it accurate, current and complete. We reserve the right in our sole discretion to terminate any account or your use of the Site or the Platform if any information provided by you is false, fictitious, inaccurate, not current or incomplete, with or without notice to you.
You will be issued a user id and password to access your account. You must keep that user id and password confidential and not share it with any other person. You are responsible for all activity on your account, whether or not you authorized it. However, if you become aware of any unauthorized use of your account or your user id and password, please contact us immediately at support@AdGlue.com.
Advertiser agrees and acknowledges that AdGlue has no responsibility or liability for the Ad Materials or any advertising that is placed by Advertiser or any products or services offered by Advertiser, including, but not limited to, any errors, typos or mistakes in the Ad Materials. AdGlue does not proofread any Ad Materials before they are posted on the Publisher Sites.
The Terms shall take effect when accepted by Advertiser and shall continue in effect thereafter, provided that either party may terminate the Terms upon thirty (30) written notice to the other party for any reason or for convenience, except that AdGlue may terminate it immediately upon notice for any failure to pay fees or violations of Section II.B. Except for termination for failure to pay Advertising Fees, or for Advertiser’s breach of these Terms, any orders placed prior to the effective date of termination shall continue to be placed and published on the Publisher Sites in accordance with the terms of the Order until the advertising run is completed, even if such advertising run is completed after the effective date of termination (“Post-Termination Advertising”). Advertiser shall cease use of the Platform or any products and services offered on or through the Site, and agreed may remove any and all Code Snippets from the Publisher Sites, except to the extent they are required for Post-Termination Advertising. Sections I, II.B., V. VI, and VII to XIX, will survive any termination of these Terms.
We, or our licensors, own all right, title and interest, including, but not limited to all copyright, trademark, patent, trade secret or other proprietary rights (“IP Rights”), in and to the Site, the Platform, the Usage Data (as defined below), and the AdGlue marks. You shall not reproduce, distribute, transmit, modify, create derivative works, display, perform or otherwise use the Site, the Platform, or any of the IP Rights, or attempt to reverse engineer, decompile, disassemble, or derive the source code for the Platform or use the Platform or Site to create a competing product. AdGlue is a trademark of AdGlue, LLC. Unauthorized use is strictly prohibited. All rights not granted herein are expressly reserved to AdGlue.
WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE PLATFORM OR THE ADVERTISING, PRODUCTS AND SERVICES OFFERED BY ADVERTISERS. WE EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. We provide the Site, the Platform and any other technology and services on the Site on an “as is”, “where is”, “with all faults” basis. We do not warrant that the Site or the Platform or any products and services shown or described on the Site, or other technology and services will be uninterrupted, error-free, available or operational at any particular time, or that any known defects will be corrected.
To the maximum extent permitted by law, you waive, release, discharge and hold harmless AdGlue, its affiliated and subsidiary companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of your use of the Platform, the Ad Materials, or the purchase and placement of advertising on Publisher’s Site.
AdGlue is hereby authorized and shall have the right to collect, maintain, store, analyze and use data from individuals, companies and other persons that view, click or otherwise use the Ad Materials or advertising placed through the Platform, including, but not limited to, email addresses, IP Addresses, domain names and other information (“Usage Data”).
By registering to use the Platform, you consent to conduct transactions and receive communications, notices and information from us electronically, whether sent by e-mail or other electronic means. The requirements for such electronic transactions and communications are the following: you must have access to the Internet and a valid e-mail address. You can withdraw your consent at any time by sending us an e-mail at support@AdGlue.com, but we reserve the right to terminate your account upon such withdrawal. Withdrawal of your consent will not affect the legal validity and enforceability of any notice, statement or disclosure previously received electronically. You agree to notify us promptly if your email address or other contact information changes by updating your account information or contacting us at support@AdGlue.com.
Advertiser represents and warrants that (i) all of the Ad Materials and advertising do not violate or infringe upon any intellectual property, privacy, publicity or other rights of any person or entity; (ii) the Ad Materials do not contain any Prohibited Content; (iii) Advertiser for itself and on behalf of any third party advertiser (“Principal”) that Advertiser is acting as the agency for, has all necessary right, power, and authority to enter into these Terms, and to perform the acts required of Advertiser and its Principal hereunder; and (iv) Advertiser has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in using the Site and the Platform. Advertiser agrees to indemnify, hold harmless and defend AdGlue, its parent, affiliated and subsidiary companies and each of their directors, officers, employees, agents, and representatives from and against any and all third party claims, liability, loss, awards, settlements, and expenses (including, but not limited to, court costs and reasonable legal fees) arising out of, related to or which may arise from the Ad Materials, the products and services offered by the Advertiser, the use of the Site and Platform by Advertiser, or Advertiser’s breach of the foregoing representations and warranties or any of these Terms.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER ADGLUE, NOR ITS AFFILIATED COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ANY RELATED PARTY SHALL HAVE ANY LIABILITY TO ADVERTISER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR RELATING TO THESE TERMS, THE SITE OR THE OFFERINGS, EVEN IF ANY OF SAID PARTIES HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Advertiser acknowledges that AdGlue has entered into these Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER LIABILITY ARISES DUE TO NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, VIOLATION OF STATUTE, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE LESSER OF ONE HUNDRED US DOLLARS (US$100) OR THE AMOUNT OF FEES PAID, IF ANY, BY YOU TO US IN CONNECTION WITH THE PLATFORM IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. SOME STATES LIMIT THE EXCLUSION OR LIMITATION OF REMEDIES AND SO THE ABOVE PROVISIONS MAY NOT APPLY TO YOU.
These Terms shall be governed by, and construed in accordance with, the internal laws of the State of California, without reference to principles of conflicts of law. The parties agree that the courts of the State of California, located in Sacramento County, California shall have exclusive jurisdiction over any dispute arising from or relating to these Terms, the Platform or the Site. You expressly consent to the personal jurisdiction of said courts and waive any objection to such personal jurisdiction based on forums non conveniens or any other basis.
The parties are independent contractors and nothing in these Terms shall be deemed to create an agency or employment relationship, a franchisor-franchisee relationship, joint venture or partnership. These Terms constitute the entire agreement between you and us regarding its subject matter and supersede all prior and contemporaneous undertakings and agreements between the parties, whether written or oral, with respect to that subject matter. Should any provision of these Terms be deemed unenforceable or invalid, the other provisions of these Terms shall remain in full force and effect. You cannot assign the Terms or delegate your obligations under these Terms without the express written consent of AdGlue. AdGlue may freely assign these Terms or its right or obligations hereunder to any third party. The prevailing party in any action relating to these Terms shall be entitled to recover its reasonable legal fees, costs and disbursements incurred in connection therewith from the non- prevailing party.