The following Terms of Use (“Terms”) are a binding agreement between you (“you”, “your” or “Publisher”) as the publisher of certain media properties on the Internet and AdGlue, LLC. (“AdGlue”, “we”, “us” or “our”) with respect to the placement of advertising through the AdGlue advertising platform and services (the “Platform”). BY REGISTERING FOR OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT USE THE SITE OR THE PLATFORM.
AdGlue reserves the right to amend, modify, change, add or terminate (collectively “Changes”) the Terms, 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 advertisers (“Advertisers”) to search for available advertising inventory (“Inventory”) on websites, social media sites and other sites on the Internet (“Publisher Sites”) and to purchase and place advertising on such Publisher Sites. By registering with www.AdGlue.com (“AdGlue Site”), Publisher agrees that AdGlue may offer Available Inventory (as defined below) on the designated Publisher Sites to Advertisers for the placement of advertising according to the terms and conditions specified by AdGlue for such advertising.
Publisher will be provided a snippet of program code (“Code Snippet”) that it can place on article templates and other pages on the Publisher Sites. The Code Snippet will show the AdGlue trademark on the Publisher Site and will communicate with the Platform to indicate whether there is advertising space available on the Publisher’s Site where the Code Snippet was placed (“Available Inventory”). The Code Snippet will also be used to track page views, click throughs and other usage data relating to the advertising that is placed on the Publisher’s Site (“Ad Data”). Advertisers may then place an order to purchase the Available Inventory on the Publisher Sites through the Platform. An 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 Inventory that is specifically and exclusively reserved for thirty (30) days to that Advertiser for delivery and placement of the advertising.
The 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. Such Ad Material shall conform to such formatting and other specifications as may be required by AdGlue.
Orders are not cancelable by Publisher, except as set forth in Section VI of these Terms. Either AdGlue or the Advertiser may release Available Inventory at any time by removing the advertising placed by the Platform on the Publisher Site. In such a case, the Advertiser may be entitled to a pro rata credit for any advertising fees charged.
Advertising is automatically placed on the Publisher Site after Ad Materials are delivered to AdGlue in accordance with its specification and Advertiser has paid the applicable Advertising Fee (as defined below). Publisher may not remove any advertising placed on the Publisher Site through the Platform except that upon prior notice to AdGlue, it may remove and cancel any order for advertising that consists of or includes “Prohibited Content” as defined in Section VII below.
Publisher shall have the right to remove any of the following types of advertising that are placed through Platform for publication on the Publisher Sites: (a) advertising that infringes upon a third party’s IP Rights; (b) advertising that contains obscene, pornographic, sexually explicit or adult content; (c) advertising 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 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”).
AdGlue is solely responsible for invoicing and collecting any and all fees charged to Advertisers for the purchase of Available Inventory (“Advertising Fees”). Advertiser will remit to Publisher the following percentage of Advertising Fees received for placement on advertising on the Publisher Sites through the Platform, less any credits for cancelled advertising, discounts or short rates (the “Publisher’s Fee”): (a) seventy percent (70%) if Publisher uses a sale representative to sell Available Inventory on the Publisher Sites; and (b) sixty percent (60%) if Publisher does use their sales representative or sales force to sell such Available Inventory. If Publisher’s sales representative sells an Advertiser Available Inventory on another Publisher’s Site, then thirty percent (30%) of the Advertising Fee will be paid to the first Publisher, forty percent (40%) to the second Publisher (on whose site the advertising is placed) and thirty percent (30%) will be retained by AdGlue. The Publisher Fee will be paid on a monthly basis, thirty (30) days after the end of the preceding month along with a report showing the Advertising Fees collected with respect to the Publisher’s Site.
Publisher is solely responsible for maintaining and operating the Publisher Sites and all content, products and services offered thereon. Publisher agrees to publish the advertising placed through the Platform on the Publisher Sites for the period specified in the order placed by the Advertiser for such advertising. Publisher shall not edit, alter, remove, interrupt or delete any such advertising except as provided in Section VI above.
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 Services or any Offerings 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 on behalf of a company or other entity, the legal entity 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 to these Terms. You agree to provide accurate, current and complete information about yourself or your company 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 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.
Publisher agrees and acknowledges that AdGlue has no responsibility or liability for the Ad Materials or any advertising that is placed by an Advertiser or any products or services offered by the Advertiser.
The Terms shall take effect when accepted by Publisher 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. 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”). Publisher shall cease use of the Platform or any products and services offered on or through the Site, and may remove any and all Code Snippets from the Publisher Sites, except to the extent they are required for Post- Termination Advertising. Sections I, and XII through XXII, will survive any termination of these Terms.
Advertiser will collect, maintain, use and disclose both personally identifiable and non-personally identifiable information from Publishers and their employees or representatives that register and use our Site and the Platform in accordance with the Privacy Policy located at http://www.AdGlue.com/privacy. Please view that policy before using our Site or the Platform.
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, 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 Macer Media, LLC. Unauthorized use is strictly prohibited. All rights 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 r 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 or the placement of advertising on Publisher’s Site by Advertisers.
We reserve the right to terminate a Publisher’s s account or right or ability to use the Site or the Platform without notice, for any reason, or for no reason, including without limitation, for any violation of these Terms. Publisher shall continue to be bound by these Terms even after such termination.
By registering to use the Site, below, 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 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.
Publisher represents and warrants that (i) all of the content and services offered on the Publisher’s Sites does not violate or infringe upon any intellectual property, privacy, publicity or other rights of any person or entity; (ii) Publisher has all necessary right, power, and authority to enter into these Terms and to perform the acts required of Publisher hereunder; and (iii) Publisher has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in using the Site and the Platform. Publisher agrees to indemnify, hold harmless and defend AdGlue, its affiliated and subsidiary companies and each of their directors, officers, employees, agents, and advertisers and Merchants 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 Publisher’s use of the Site or Publisher’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 USERS 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. Publisher 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.