Advertising Demand
Agreement

This Ad Operations Agreement (the "Agreement") is a legal agreement between Adklip, LLC ("Adklip") and you ("Publisher"). These terms will govern your use of the Adklip website, platform, ad units and tags that serve 1st or 3rd party web advertisements.

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.

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 agreed 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.

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 are identified.

Adklip will pay the Publisher an agreed upon share of the revenue paid to Adklip by upstream Advertiser, DSP, SSP, Exchange, Network or Agency partners.

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 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 upstream partner.

If the amount accrued is less than $100 (USD), payment will be deferred until the month in which the cumulative balance owed to Publisher exceeds $100 (USD). Accounts that are terminated with less than $100 (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 cumulative balance exceeds $250 (USD). Wire fees incurred by Adklip will be assessed against Publisher balance, if applicable. Payment processing and delivery can take from 1–10 days to be received by Publisher once initiated.

Term & Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party. Either party may terminate this Agreement for any reason by providing thirty (30) days prior written notice to the other party. Adklip reserves the right to disable ad serving immediately and without notice in the event of a breach of this Agreement or suspected fraudulent activity.

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 in its entirety or any component thereof, or permit any third party to do so.

Non-Circumvention

During the term of this Agreement and for a period of three (3) months following termination, Publisher shall not directly or indirectly solicit, negotiate with, contract with, or engage in any business relationship with any upstream Advertiser, DSP, SSP, Exchange, Ad Network, or Agency partner of Adklip for the purpose of displaying advertisements on the Publisher Site(s) if such partner was first identified or made available to Publisher through Adklip's services.

Publisher acknowledges that Adklip has spent significant time and resources developing these upstream relationships and that any breach of this provision would cause irreparable harm to Adklip, entitling Adklip to seek injunctive relief and/or the forfeiture of any unpaid revenue share.

Ownership of Intellectual Property Rights

Adklip and its advertisers retain all right, title and interest in and to the ad units, including all enhancements, improvements, and derivative works. These rights include all patent rights, copyrights, trademarks, trade secrets, and any other proprietary rights recognized in any country or jurisdiction in the world.

Publisher shall not copy, mimic, decompile, disassemble or otherwise reverse engineer any Adklip ad unit in order to create a competing advertising product. Publisher retains all right, title and interest in and to the Publisher Site(s).

Confidential Information

"Confidential Information" of each party includes all information disclosed which is designated as confidential or would otherwise be reasonably considered confidential under the circumstances. With respect to Adklip, such Confidential Information includes how it provides its ad units, and all software, documentation, financial information, performance information, pricing information, methods, processes, techniques, designs or other technical information.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of 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; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

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 information. These obligations will not restrict either party from disclosing Confidential Information where required to do so pursuant to law, regulation, or the order of a court or governmental body.

Collection of Non-Personally Identifying Data and Cookies

Publisher understands that Adklip collects non-personally identifiable data in connection with the services it provides. 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.

Representations and Warranties

Publisher represents and warrants that: (a) it owns or has obtained license rights to all content at the Publisher Site(s) sufficient to permit Adklip to display advertising; (b) Publisher Site(s) do not infringe any third party Intellectual Property Rights and are not defamatory, vulgar, pornographic or obscene; and (c) it will not generate fraudulent, automated or otherwise invalid actions, clicks or impressions, or use robots or other automated query tools unless authorized by Adklip.

Indemnity

Each Party shall, to the extent allowed by law, defend, indemnify and hold harmless the other from and against any and all claims, losses, causes of action, judgments, damages and expenses to the extent caused by the negligent actions or omissions of the indemnifying party, its employees, officers, or agents.

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), or incidental damages, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, 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.

Notices

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

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.

Force Majeure

Neither party will be liable by reason of any failure or delay in the performance of its obligations 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.

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.

Governing Law, Venue, and Attorneys' Fees

All disputes arising from or relating to this Agreement will be governed by 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 of Connecticut. In any legal proceeding, the prevailing party shall be entitled to reasonable attorneys' and court fees from the opposing party.

Modification of This Agreement

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

Entire Agreement

This Agreement contains the entire agreement and understanding of the parties concerning the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings with respect to that subject matter.