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This agreement shall be governed by the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less Version 3.0 (the “Terms”) available at http://www.iab.net/media/file/IAB_4As-tsondcs-FINAL.pdf which ore incorporated herein by reference. This Insertion Order shall be governed by the lows of the State of California, and the parties irrevocably submit to the jurisdiction of the state or federal courts located in California. Targeting and Trafficking Requirements specified below ore subject to change at the discretion of Media Company. These changes will be communicated to Publisher via email and Publisher will hove a max of 48 hours to execute changes otherwise final payment may be delayed or adjusted.
Purpose: Selling Direct & Programmatic (PMPs) representation of (PARTNER) O&O connected TV Applications. For purposes of this Agreement, the Network includes only the properties thot ore specifically designated in the applicable IO (the “Designated Properties”). UNIFD,LLC shall not be obligated to compensate Publisher for UNIFD,LLC tracking pixels, web beacons or other similar software codes (the “Tags”) thot Publisher places on properties other than the Designated Properties, unless otherwise agreed to in writing. Publisher and each member of its Network shall not, copy, alter, tamper or modify the Tags (and any associated unique identifiers) in any manner and shall not use the Tags as defaults with any other third party utilizing Publisher’s services. Publisher shall be liable for the acts and omissions of each member of its Network in connection with the Designated Properties.|
Term and Termination. The term of this Agreement will begin upon acceptance by UNIFD,LLC of the IO, and will remain in effect unless and until terminated as provided herein (the “Term”). Either party may cancel this Agreement or any IO upon twenty four (24) hours prior written notice; provided, however, in the event thot Publisher, directly or indirectly, places Tags on properties other than the Designated Properties UNIFD,LLC may terminate this Agreement immediately without notice. Each IO shall designate the start and end date of the applicable Campaign.
Payment Terms: Payment terms will be set forth in the IO. UNIFD may, in its sole discretion, withhold payments until such time as its third—party advertiser has paid UNIFD for the Campaign. UNIFD will not make payments to Publisher, until the Publisher has reached $500.00. UNIFD reserves the right to reduce any payments owed Publisher as a consequence of any offsets token by its third—party advertisers for errors in the Campaign, including, but not limited to, technical errors, tracking discrepancies, brand safety invalid traffic violations and any other offsets to which UNIFD may be entitled in accordance with this Agreement. Publisher acknowledges and agrees thot UNIFD may, in its sole discretion, regularly review impressions, click-through or other actions with respect to Advertising. No payment will become due to Publisher for actions that UNIFD advertising partners, and UNIFD determines are fraudulent including but not limited to bot traffic, non-human traffic (NHT), ad type, data center traffic, low viewability, incentivized traffic and other invalid means. UNIFD’s excel spreadsheets will be the controlling measurement used for invoicing advertising fees owed to Publisher under on IO (the “Controlling Measurement“). The Controlling Measurement will be reconciled via the UNIFD ad server. Any discrepancies between the Controlling Measurement and Publisher’s impression data must be submitted to UNIFD in writing within thirty (30) days after receipt of the Controlling Measurement by Publisher. If the discrepancy is not resolved in writing after a good faith effort by the parties to facilitate reconciliation and invoiced within ninety (90) days of receipt of the Controlling Measurement, the Controlling Measurement shall be deemed accurate and accepted by the Publisher. UNIFD shall not be liable for any payments for invoices received after such ninety 90] days. UNIFD will pay all invoices based on sequential liability with its advertisers’ days of receipt of the relevant invoice. UNIFD will not pay for any advertisements that are delivered before a Campaign is initiated, or after a Campaign terminates.
Restrictive Activities: Publisher represents and warrants thot the Designated Properties on which the Campaigns will appear in connection with this IO shall not contain spyware applications, adware applications, or drive—by download applications. Additionally, Publisher represents and warrants that the Designated Properties on which Campaigns will appear in connection with this IO shall not contain viruses, trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other malicious computer programming routines thot ore intended to, or have the capacity to, damage, interfere with, intercept, or expropriate any system data or personal information. Publisher will also take proactive steps (i) to monitor and prevent impression fraud, spyware, adware, or any similar general and sophisticated invalid traffic agents from calling Campaigns and (ii) to prevent “forced visit“ or fraudulent traffic as such terms ore understood in the digital advertising industry. For purposes of this Agreement, fraudulent traffic may involve, without limitation, misleading or fraudulent domain representation, integration into software applications of any kind, including toolbars, the placement of tags on non-content—based websites and buying practices which may lead to botnet or other non—human traffic such as iFrame stuffing, ad stacking or ad in breach of restrictive activities, in addition to other rights contained herein, UNIFD shall have the right to;
If in UNIFD’s sole discretion, Publisher is found a credit for, any amount billed by Publisher to UNIFD for the portion of the Campaign affected by the breach of restrictive activities; and/or (iii] on immediate refund of any amounts paid for the portion of the Campaign affected by such violation.
Publisher will bill off of UNIFD, LLC’s reported delivery results. UNIFD, LLC reporting will be fully reconciled 15 days after the close of the month.