This Advertising Agreement (the “Agreement’) is a legal agreement between Adklip, LLC, (“Adklip”) and you (“Publisher”). BY SIGNING UP, YOU ARE CONFIRMING THAT YOU READ AND AGREE TO BE BOUND TO THESE TERMS. These terms will govern your use of the Adklip website, platform, ad units and tags that serve 1st or 3rd party web advertisements.

  1. PUBLISHER SITE APPROVAL.

Adklip has the right to approve or deny any Publisher website submitted for approval to run Adklip’s ad units or tags. Publishers agree to not place Adklip’s ad units or tags on any sites that are denied or not explicitly approved. Adklip has the right to deny or revoke a Publisher site at any time for any reason.

  1. AD UNITS & TAGS.

Adklip may replace or remove ads at any time and has the right to change the design and function of the ad unit at their sole discretion. Publisher agrees to only place the ad unit or tags on pages that are agree to by the Adklip team and the Publisher. Publisher also has the right to deny placement of ad unit or tag on specific pages in its sole discretion.

  1. PAYMENT.

Net Advertising Revenue will be based solely on Adklip’s ad server numbers and is subject to adjustments for discrepancies or invalid/fraudulent impressions (i.e. bot or non-human impressions as identified by Adklip’s proprietary fraud detection tools or its Advertiser, DSP, SSP, Exchange, Network or Agency partners). Adklip has the right to adjust net advertising revenue in real time or after the fact if invalid/fraudulent impressions (i.e. bot or non-human impressions) are identified. Adklip will share a report that documents the invalid/fraudulent traffic adjustment with the Publisher. However, the infraction details and tools used may or may not be shared with Publisher, in Adklip’s sole discretion, to protect the integrity of the ecosystem. Adklip and the Publisher will agree to a CPM or a revenue share prior to running any ad units or tags. The CPM or revenue share can be adjusted based on market conditions in the future but only if agreed upon by Adklip and the Publisher in advance. Adklip will initiate payment of all amounts due to Publisher under this Agreement within sixty (60) days after the end of each calendar month for which the amounts have been reported as net advertising revenue. However, Adklip is only responsible for payment of funds to the Publisher that have already been paid to Adklip from any Advertiser, DSP, SSP, Exchange, Network or Agency Partner. If the amount accrued is less than $50 (USD), payment will be deferred until the month in which the cumulative balance owed to Publisher exceeds $50 (USD). Accounts that are terminated with less than $50 (USD) accrued will forfeit the unpaid amounts. For international wires, if the amount accrued is less than $250 (USD), payment will be deferred until the month in which the cumulative balance owed to Publisher exceeds $250 (USD). Wire fees incurred by Adklip will also be assessed against Publisher balance, if applicable. Payment processing and delivery can take from 1-10 days to be received by Publisher once initiated.

  1. TERM & TERMINATION.

This Agreement will continue with no end date until it is terminated for any reason by either Adklip or the Publisher and notice is given in writing. Adklip has the right to disable ad serving for any reason immediately. The Publisher must give 24 hour notice before ad units or tags are removed.

  1. RESTRICTIONS.

Publisher acknowledges that the services and ad units provided by Adklip are proprietary information and agrees not to disassemble, decompile or reverse engineer any elements of Adklip’s ad units, whether it’s in its entirety or any component thereof, or permit any third party to do so.

  1. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS.

Adklip and its advertisers retain all right, title and interest in and to the ad units, including all enhancements and improvements to them and in any derivative works based on them. The rights to retained by Adklip and its advertisers include all patent rights, copyrights, trademarks, trade secrets any other proprietary rights recognized in any country or jurisdiction in the world, including registrations, applications, renewals and extensions of such rights (collectively, “Intellectual Property Rights”) therein. Publisher shall not copy, mimic, decompile, disassemble or otherwise reverse engineer any Adklip ad unit, whether in its entirety or any component thereof, in order to create a competing advertising product. Publisher retains all right, title and interest in and to the Publisher Site(s).

  1. CONFIDENTIAL INFORMATION.

“Confidential Information” of each party includes without limitation all information disclosed which is designated as confidential or would otherwise be reasonably considered confidential or proprietary under the circumstances. With respect to Adklip, such Confidential Information includes how its provides its ad units, and all software, documentation, financial information, performance information, pricing information, methods, processes, techniques, designs or other technical information relating thereto. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

7.1. USE AND DISCLOSURE RESTRICTIONS.

Neither party will use the other party’s Confidential Information except as necessary for the performance of the Agreement and will not disclose such Confidential Information to any third party. Each party will maintain the confidentiality of all such Confidential Information. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party where it is required to do so pursuant law or regulation or the order or requirement of a court, administrative agency, or other governmental body.

  1. COLLECTION OF NON-PERSONALLY IDENTIFYING DATA AND COOKIES.

Publisher understands that Adklip collects non-personally identifiable data in connection with the services it provides, including, but not limited to, non-personally identifiable information provided by users when they view an ad. To the extent that Adklip collects any user information and data in connection with the services it provides on Publisher Site(s), such user information and data shall be the sole and exclusive property of Adklip and/or its advertisers.

  1. REPRESENTATIONS AND WARRANTIES.

Publisher represents and warrants that: (a) it owns without restriction, or has obtained license rights, to all content, including without limitation, text, images and video, published at the Publisher Site(s) sufficient to permit Adklip to display advertising pursuant to this Agreement; (b) Publisher Site(s) (and any content therein) do not infringe any third party Intellectual Property Rights, publicity or privacy rights and are not defamatory, vulgar, pornographic or obscene; and (c) it will not: (i) generate fraudulent, automated or otherwise invalid actions, clicks or impressions; (ii) use robots or other automated query tools or computer generated search requests or any other search engine results optimization techniques or software unless authorized by Adklip; or (iii) authorize a third party to do any of the foregoing.

  1. INDEMNITY.

Publisher agrees to indemnify, defend and hold Adklip and its officers, directors, employees and agents harmless from and against any third party claim, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees that arise out of or are related in any way to Publisher’s use of the Adklip ad units or tags.

  1. LIMITATION OF LIABILITY.

ADKLIP WILL NOT BE LIABLE TO PUBLISHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF ADKLIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. , IN NO EVENT WILL ADKLIP’S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT EARNED BY PUBLISHER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM OR ACTION.

  1. NOTICES.

All notices required or permitted under this Agreement will be in writing and delivered by email.

  1. REMEDIES.

Publisher acknowledges that its breach of any confidentiality or proprietary rights provision of the Agreement may cause Adklip irreparable damage, which monetary damages would be inadequate to remedy. Consequently, Adklip may seek injunctive or other equitable relief to enforce this Agreement and prevent any and all acts in violation of those provisions. The exercise by either party of any remedy under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.

  1. FORCE MAJEURE.

Neither party will be liable by reason of any failure or delay in the performance of its obligations under the Agreement on account of events beyond the reasonable control of such party for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

  1. RELATIONSHIP OF PARTIES.

Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties nor give either party the power to bind the other or to incur obligations on the other’s behalf. The Agreement is intended for the sole and exclusive benefit of the parties, and is not intended to benefit any third party.

  1. GOVERNING LAW, VENUE, AND ATTORNEYS’ FEES.

All disputes arising from or relating to this Agreement will be governed by and construed in accordance with the laws of the state of Connecticut, without giving effect to its conflict of laws principles. The parties agree that any action arising out of this Agreement will be brought in the state or federal courts and irrevocably submit to the exclusive jurisdiction of such courts. In any legal proceeding, the prevailing party shall be entitled to reasonable attorneys’ and court fees from the opposing party.

  1. MODIFICATION OF THIS AGREEMENT.

As part of the consideration for this Agreement, Publisher agrees that Adklip may make unilateral modifications to this Agreement from time to time. When these modifications are made, Adklip will notify Publisher of such modifications and make the new version of the Agreement available on its website. Publisher understands and agrees that it accepts the modifications by continuing to use the Adklip for longer than seven (7) days after it has been that this Agreement has been modified. Publisher may not modify or otherwise amend this Agreement without the written consent of Adklip.

  1. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding of the parties concerning the subject matter of this Agreement and supersedes all other prior and contemporaneous agreements and understandings, whether oral or written, with respect to that subject matter.

  1. ACCEPTANCE BY PUBLISHER

By signing up, Publisher accepts and agrees to all of the foregoing terms and conditions.