TERMS OF USE

Last updated March 14, 2023



INTRODUCTION

This Agreement ("Agreement") constitutes a binding legal contract between you ("User" or "you") and Advuemedia ("Company", "we", "us", "our"), governing your use of our digital advertising and monetization platform and services (collectively, "Services") provided via our website and its subdomains ("Site"). By accessing, utilizing, or engaging with the Site and Services, you affirm that you have read, understood, and agree to be bound by the terms of this Agreement, including any additional documents referenced herein and our Privacy Policy.


AGREEMENT TO TERMS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.


Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.


Eligibility, Access, and Use

  • Eligibility: The Site and Services are intended solely for users who are eighteen (18) years of age or older and possess the full legal capacity to enter into binding contracts.

  • Account Registration and Security: Certain features of the Services may require you to register an account. You are responsible for maintaining the confidentiality of your account information and for all activities conducted through your account.

  • Compliance: You agree to use the Site and Services in compliance with all applicable laws, regulations, and this Agreement.

USER OBLIGATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).



Publisher Partners Obligations

To ensure a mutually beneficial relationship and optimal performance of the services, publisher partners are expected to:

  • Maintain Up-to-Date Information: Keep all provided information, including contact details, payment information, and site or app specifications, current and accurate. This allows Advuemedia to offer timely support, accurate payments, and relevant opportunities.

  • System Compatibility and Functionality: Ensure that their websites, apps, or digital platforms are fully compatible with Advuemedia's ad delivery and tracking technologies. This includes maintaining updated software, adhering to technical specifications provided by Advuemedia, and promptly implementing any required updates or fixes.


Advertisers Obligations

To leverage Advuemedia's platform effectively, advertisers are expected to:

  • Provide Accurate Campaign Information: Submit detailed and accurate information for each advertising campaign, including target demographics, budget, and creative assets. This ensures that campaigns are executed as intended and reach the appropriate audience.

  • Data Accuracy and Privacy: Provide accurate data related to campaign performance and user interactions, respecting user privacy and data protection laws. Advertisers should work closely with Advuemedia to optimize data use for campaign improvement while safeguarding user information.

Both publisher partners and advertisers are encouraged to maintain open communication with Advuemedia, promptly address any issues or concerns that arise, and actively participate in collaborative efforts to enhance the platform's value and performance. By fulfilling these obligations, all parties contribute to a thriving, effective, and compliant digital advertising ecosystem.



Intellectual Property Rights

Ownership and Licenses: Advuemedia retains all rights, title, and interest in the Site and Services, including all underlying technology and intellectual property. The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with this Agreement.



Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:

  • 1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • 2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • 3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • 4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • 5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • 6. Make improper use of our support services or submit false reports of abuse or misconduct.
  • 7. Use the Site in a manner inconsistent with any applicable laws or regulations.
  • 8. Use the Site to advertise or offer to sell goods and services.
  • 9. Engage in unauthorized framing of or linking to the Site.
  • 10. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • 11. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • 12. Delete the copyright or other proprietary rights notice from any Content.
  • 13. Attempt to impersonate another user or person or use the username of another user.
  • 14. Sell or otherwise transfer your profile.
  • 15. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • 16. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • 17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • 18. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • 19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • 20. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • 21. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • 22. Use a buying agent or purchasing agent to make purchases on the Site.
  • 23. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • 24. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.


USER GENERATED CONTRIBUTIONS 

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

  • 1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • 2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  • 3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  • 4. Your Contributions are not false, inaccurate, or misleading
  • 5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • 6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • 7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • 8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • 9. Your Contributions do not violate any applicable law, regulation, or rule.
  • 10. Your Contributions do not violate the privacy or publicity rights of any third party.
  • 11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  • 12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • 13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • 14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.



Data Protection

User Data: The Company is committed to protecting the privacy and security of user data collected through the Services. The collection, use, and disclosure of user data are governed by our Privacy Policy.



FINANCIAL TERMS

During the term of this Agreement, Advuemedia shall pay Affiliate a payment, as determined by Advuemedia in its sole and absolute discretion, calculated on the Net Revenue (“Revenue Share”). The Revenue Share shall be a percentage of the revenue earned by Advuemedia from the advertising revenue generated from the Affiliate’s website or other promotional activities. Advuemedia shall provide the Affiliate with access to a dashboard or other online reporting system that shows the Affiliate's earnings and other relevant information.

The Revenue Share payments will be determined according to the Advuemedia payout policies in effect at the time. These policies may be modified by Advuemedia from time to time in its sole discretion. The Affiliate is responsible for regularly reviewing the payout policies to ensure compliance with their terms.

The payout policies will take into consideration a number of factors including, but not limited to, the quantity, quality, and validity of clicks on Ads, Ad impressions, and Actions, and User demographics such as the country of origin of a User’s IP address. Advuemedia reserves the right to adjust the payout policies or the Revenue Share percentage at any time in its sole discretion, without notice to the Affiliate.

Advuemedia shall pay Affiliate the Payments in up to 60 days after the Affiliate place payment request. The Affiliate must provide accurate and complete payment information to Advuemedia, including bank account information or other payment information as required by Advuemedia.

Advuemedia shall not be responsible for any delay in payment or other issues that arise due to the Affiliate's failure to provide accurate or complete payment information.

The Affiliate acknowledges and agrees that Advuemedia shall have no liability for any payments that are not received by the Affiliate or that are delayed or lost due to circumstances beyond Advuemedia's control, including but not limited to, technical problems with payment processing systems, acts of fraud or third-party interference, or errors by payment processors or banks.

The Affiliate agrees to promptly notify Advuemedia of any suspected or actual fraudulent activity related to the Affiliate's promotional activities or website. Advuemedia reserves the right to withhold payment or take other actions in response to suspected or actual fraudulent activity or any other violation of the terms of this Agreement.

The Affiliate acknowledges that the Revenue Share payments are subject to applicable taxes and other deductions, and the Affiliate shall be solely responsible for paying any taxes or other fees owed in connection with the payments. The Affiliate agrees to indemnify and hold Advuemedia harmless from any claims or liabilities arising from the Affiliate's failure to pay any taxes or other fees owed in connection with the payments.

In the event of any dispute regarding the payment of Revenue Share or any other payments under this Agreement, the parties shall work together in good faith to resolve the dispute. If the parties are unable to resolve the dispute, either party may pursue its rights and remedies as provided for in this Agreement or under applicable law.



DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATIONS

In no event shall Advuemedia, its affiliates, or their respective officers, directors, employees, agents, suppliers, or licensors be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, use, data or other intangible losses arising out of or in connection with your use or inability to use the Services or any other materials or content provided by Advuemedia, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Advuemedia has been advised of the possibility of such damages. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed, Advuemedia's liability shall be limited to the maximum extent permitted by law.

You acknowledge that Advuemedia has no control over and does not guarantee the quality, safety, accuracy, reliability, integrity, or legality of any aspect of the Services, including without limitation the performance, operation, content, or materials available through the Services. Advuemedia does not warrant that the Services will meet your requirements, operate without interruption or error, or be secure or available at any particular time or location. Advuemedia will not be responsible for any errors, omissions, or inaccuracies in the content or materials available through the Services, or for any loss or damage of any kind arising from or in connection with any content or materials transmitted or accessed via the Services.

You agree to indemnify and hold Advuemedia, its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors harmless from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your use of the Services or any violation of these Terms by you.

Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, the above limitations may not apply to you. In such jurisdictions, Advuemedia's liability is limited to the maximum extent permitted by law.



DISPUTE RESOLUTION

  • Governing Law: This Agreement shall be governed by the laws of the jurisdiction in which the Company is headquartered, without regard to its conflict of laws principles.

  • Arbitration: Any disputes arising under this Agreement will be resolved through binding arbitration in accordance with the rules of an internationally recognized arbitration association.


MODIFICATIONS TO THE AGREEMENT

The Agreement remains in effect between you and Advuemedia for as long as you continue to use our Services. We reserve the right to make changes to our Services and these User Terms Of Service at any time. If you are dissatisfied with the Services, your sole remedy is to stop using the Services. We reserve the right, in our sole discretion, to reject or remove any customer support request and to restrict, suspend, or terminate your access to or use of our Services, at any time and with or without notice, without liability to you.

Except as required by applicable law, both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.

The Agreement supersedes and replaces any prior agreements regarding your use of the Services, and does not create any third party beneficiary rights. If for some reason we do not take prompt action regarding your violation of these User Terms Of Service, this will not mean that we are giving up the right to do so in the future. If for some reason any portion of these User Terms Of Service is found to be unenforceable between the parties, that shall not affect the rest of the User Terms Of Service. If these User Terms Of Service conflict with any other terms of use for other services that we are providing to you, the other terms shall control over these User Terms Of Service.

You may not assign or transfer this Agreement, or any rights or obligations granted under it, to any other person without our express written consent. Advuemedia may freely assign its rights or obligations without your consent.



DISPUTE RESOLUTION
Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.



Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.



Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.



CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.



MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.



TERMINATION

The Company may terminate your access to the Services for any breach of this Agreement, with or without notice.



CONTACT INFORMATION

For inquiries or concerns related to this Agreement or the Services, please contact Advuemedia's support team through the contact details provided on the Site.