Standard Terms for Publishers

These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into and govern any media booking submitted by Adnexo Ltd, 81 King Street, Manchester, Greater Manchester, England, ("Adnexo"). Media bookings can either be agreed by way of signed insertion order ("Insertion Order" or "IO"), or registered Publishers can use our platforms to select campaigns. All media bookings shall be referred to as "Booking", regardless of whether they were made through signed IO or agreed through our platform. For the purposes of this Agreement, "Publisher" shall mean all parties directly or indirectly providing advertising inventory such as direct publishers, publisher networks and supply side platforms. These Standard Terms and the Booking terms shall be collectively referred to as the "Agreement". In case of discrepancies between these Standard Terms and the Booking terms, the Booking terms shall prevail.

1. Platform Registration.

Publishers that want to use our platform may register a user account following the steps described during the registration process. If you are registering on behalf of your employer or any other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. Publishers warrant that all data provided is true, complete and accurate. Adnexo reserves the right to approve or disapprove access to its platform in its sole discretion. Publishers are responsible and liable for all actions under their account.
Adnexo reserves the right to modify, enhance, further develop, change, add and remove features on its platform from time to time particularly where this is customary in the industry, required by applicable law and regulations, or to optimize its services and the platform as such.

2. IO Terms, Cancellations, Modifications.

Adnexo reserves the right to suspend and/or cancel any Booking, in whole or in part, or to modify certain Booking terms such as payouts, territory, and other campaign specifications either by written notice (email valid) or by making changes to the offers that are visible on the ADNEXO platform or otherwise within the platform. If in writing, such changes as well as cancellations shall become effective at midnight UTC on the first day following 48 hours change period. In the ADNEXO platform, modifications and cancellations may become effective in realtime unless a longer period is indicated. If Publisher does not agree with a modified offer, Publisher must stop the affected campaign(s) within the applicable change period.

3. Advertising Material (the "Creative").

The Creatives including the links provided by Adnexo must not be changed without the prior written consent of Adnexo. Adnexo must approve the final Creative. Adnexo hereby grants to Publisher a limited, non-exclusive license to use, display, transmit and distribute the advertisement and all contents therein solely for the limited purpose of fulfilling the advertising services covered by this Agreement as specifically requested by Adnexo and only in accordance with the terms of this Agreement.
If Publisher uses third parties to serve the advertisement, then Publisher shall be liable for such third parties complying with the obligations set forth in this Agreement.
Except as expressly set forth or agreed as part of the Booking, the specific positioning of advertisements by the Publisher shall be approved by the Adnexo contact person listed in the Insertion Order.
Publisher shall be liable for any unauthorized use of the Creative. Creatives must not be placed in any illegal environment or on media blacklisted by Adnexo.
Adnexo reserves the right to suspend the use of any Creative at any time. Publisher will take all necessary steps to terminate the use of such Creative and will return all copies of the Creative and Confidential Information (as defined below) at the request of Adnexo.

4. General Rules & Restrictions.

For a Deliverable to be "Valid", it must meet all criteria stated in a Booking, these Standard Terms and in particular the following criteria: (i) All information requested must be provided accurately in a way that Adnexo tracking mechanisms signal such lead; and (ii) the underlying user action must have been carried out by a natural person and must not be automatically generated or otherwise in a manipulative way; and (iii) fraud detection software does not flag such lead as fraudulent; and (iv) payment providers collecting payment from such lead have not flagged such lead as fraudulent; and (v) all campaign specs must be adhered to.
NO MISLEADING PRACTICES as for example untrue free offers, misleading competitions, brand abuse, unauthorized use of third party brands, click jacking, typo squatting, like jacking; iframe masking, false redirects, illegal content lockers, spam, malware, spyware, adware, ransomware, scare ware or other deceptive practices. No free trials may be offered or implied without prior approval from Adnexo in writing. Any advertisement implying that user's device may be infected with a virus and fake virus scans are strictly prohibited. No advertising in illegal contexts as for example illegal file sharing. or other copyright infringing pages, pages promoting or displaying racism, violence, hate speech or other indecent, libelous, defamatory contents.
In the Netherlands we comply with the Code of conduct for operators and advertising networks of Dutch and Danish online flirt platforms (Gedragscode voor exploitanten en advertentie netwerken van Nederlandse en Deense online flirtplatformen) as provided by the Dutch Authority for Consumers and Markets (ACM). All creatives targeting an audience in The Netherlands should comply to this code. The nature and characteristics of our services is providing a chat service where a consumer -at payment of a specified amount per message- can send and receive erotic messages or other content with purely fictitious profiles. Our service is not a dating platform and it is not possible for consumers to physically meet chat operators. All communication, creatives, statements, images, suggestions or omissions may not be confusing or misleading to consumers in regards to the nature of the advertised product.
Adnexo shall not be responsible, nor be obliged to pay, for any campaigns with incorrect URL's, subject lines and/or creatives that have not been approved according to section 3 and/or that were changed without the prior written approval of Adnexo.
Adnexo does not allow any first cookie to be overwritten for 24 hours if the second click has been activated by a user clicking on an advertising unit served by an adware of Publisher. Publisher may not alter or interfere with any Adnexo tracking link to the detriment of another publisher. A tracking link must only be activated via a click as defined by a deliberate action on behalf of the user to visit a clearly advertised website.
Publisher must not use any Adnexo website as a "popunder" or "sub site". Affiliate cookies must not be placed unless through a click which is defined as a deliberate user action.
All email based traffic sent by Publisher must be 100% double-opt-in. Publisher must provide opt-in information for any person who generates a spam complaint. In the event of a dispute, Publisher must provide all reasonably requested information and materials necessary to show such compliance and server logs prior to payment.
If Publisher is hosting the Creative, Publisher needs to adhere to all advertising production specifications provided by Adnexo. Adnexo will not pay for any traffic if the tracking tool or tracking link provided by Adnexo was not incorporated as requested by Adnexo.
No Brand Bidding. Publisher is not allowed to deliver any ad units triggered by keywords using trademarks of clients of Adnexo that can be promoted.
Publisher will not engage in any Adware and/or Spyware activities, neither directly, nor through third parties.

5. Payment

1. In case the campaign type is Pay Per Lead (PPL) and this IO states that invoicing is done by Adnexo the credit note shall be made and sent to Publisher within 7 days of the ending of the agreed billing cycle and paid in full within the agreed payment term. Credit notes are sent to the publisher's finance e-mail as listed in this IO. Publishers will be paid for valid leads only and has 5 days to dispute the invoice after receiving the invoice by email.
2. In case the campaign type is Pay Per Lead (PPL) and this IO states that invoicing is done by Publisher. Adnexo will provides final numbers in a purchase order within 7 days after the agreed billing cycle. Publisher is after receiving purchase order entitled to send an invoice for the amount specified on the purchase order and referring to the purchase ID and sending it to billing@adnexo.com. Adnexo shall after receiving the invoice pay the agreed amount within the agreed payment term stated in this IO.
3. In case the campaign type is Revenue-Share (REV) and this IO states that invoicing is done by Adnexo the credit note shall be made and sent to Publisher within 7 days of the ending of the agreed billing cycle and include all funds that Adnexo has received by Advertiser and paid in full within the agreed payment term. Invoices are sent to the finance e-mail as listed in this IO.
Invoices will include all Deliverables subject to payment for the invoiced period, time frame and currency. Adnexo reserves the right to suspend outpayment if outpayment is below 250 EUR for the monthly billing cycle, 1.000 EUR for the bi-weekly billing cycle and 2.500 EUR for the weekly billing cycle. When Publishers deliverables subject to payment don't meet the outpayment thresholds for the agreed billing cycle publisher will be set on the monthly billing cycle and be paid in full once the amount exceeds 250 EUR.
Even after receipt of these Publisher invoice, if any Deliverables are found not be valid, Publisher shall either issue a refund to Adnexo, or, if there are still active campaigns, apply a mutually agreed credit to future invoices, unless Publisher can prove that Deliverable was valid.
Budgets agreed in a Booking do not represent a commitment of Adnexo but a binding cap and must not be exceeded without prior written approval by Adnexo.
In case a pre-paid budget has not been fully utilized, Publisher shall, at the choice of Adnexo, either issue a credit note and pay back all overpaid amounts or keep serving the Creatives until the prepaid amount has been fully utilised. Payment term for refunds is 30 days from request. Late payments accrue interest of 7% per month or the maximum allowed under applicable law, whichever is lower.
Adnexo shall not be obliged to make payment for any Deliverables or Actions (as defined below) which are not in accordance with campaign specifications, special instructions or any other terms of this Agreement.
Adnexo reserves the right to set off refund claims and other claims it may have against Publisher against Publisher's invoices.
In case the publisher works on revenue-share with Adnexo. Then Adnexo has the right to refund chargebacks or any other amounts where Adnexo unable to retrieve the funds from the advertiser or where the funds are reimbursed by the advertiser.
Each party shall be responsible for and pay its own income taxes, sales and use taxes, value-added taxes, and any other taxes, license or registration fees, duties, and other similar assessments or charges levied or imposed by any jurisdiction as a result of the execution of this Agreement, the performance of any obligations under this Agreement or the transfer of any property, rights or any other grant under the terms of this Agreement.

6. Reporting

Within two (2) business days of the agreed campaign start date, Publisher will provide confirmation to Adnexo in writing that delivery has begun (email sufficient).
Adnexo will provide statements in electronic form. The Statements indicate the consolidated amounts payable for the relevant accounting period. Accounting period is monthly unless expressly agreed otherwise. Ongoing reporting data such as for example daily statistics made available by Adnexo through its platform or another online reporting tool is preliminary. Invoices must be based on the consolidated Statements only.
If there is a discrepancy of greater than 10% between Publisher data and the Statements, the Parties shall analyse and negotiate in good faith a mutually agreeable basis for invoicing. If the discrepancy cannot be resolved within ten (10) business days, Publisher shall invoice based on Adnexo numbers provided by Adnexo unless and to the extent that Publisher can prove that numbers provided my Adnexo are wrong.

7. Processing and protection of data

When processing personal data, both parties act as data controller and ensure their compliance with all applicable data privacy laws, the terms of this Agreement and their applicable privacy policies. More particularly, the parties expressly commit to adhere to the principles of data processing in accordance with art. 5 and 32 of the EU General Data Protection Regulation (GDPR) and shall take appropriate measures to respect the rights of data subjects under the GDPR and all other privacy laws and regulations.
Under this Agreement, the parties will process data including personal data exclusively for the purposes of traffic validation, fraud prevention and services optimization. Any processing of personal data received from the other party outside that scope shall require the prior written approval of the other party.
Both parties ensure that they are each legally entitled to provide traffic data including advertising identifiers, IP addresses and possibly other personal information for the contractual purposes of traffic validation, fraud prevention and services optimization, and, if required, have obtained the necessary consents. This shall include the purpose of passing on such data to the relevant advertiser, sub-publisher or other third-party partner provided that these third parties have committed their compliance with applicable privacy laws. Such data must not be used for any other purpose and processed in accordance with applicable privacy laws.
The sharing of personal data that would allow the immediate identification of a data subject as well as data belonging to the special categories of personal data (art. 9 (1) GDPR) is not the subject of this Agreement and therefore, each party must not provide such data to the other party.
Where personal data is transferred from the EU to "third countries" as defined by EU regulations, the parties will separately sign an addendum with contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers) about such transfer which shall form an integral part of this Agreement.

8. Use of API

When Publisher uses the API provided by Adnexo then Publisher warrants that it only will use API calls triggered by an enduser action. Where the end-user should be aware that with his action an account at a 3rd party is created and agreed with the terms and conditions that apply.

9. Liability

Publisher warrants that (i) it will comply with all applicable laws and regulations also including laws and regulations pertaining to advertising and data privacy, these Standard Terms, the Booking specifications and any other specifications communicated by Adnexo in writing; (ii) the Creative is not placed in any illegal context.
Publisher indemnifies Adnexo against damages and all claims made by third parties resulting from any breaches of Publisher's warranties given under this Agreement as well as from culpable breaches of Publisher's obligations under this Agreement.
Both Parties' other claims under applicable law remain unaffected.

10. General Provisions

All notices shall be in writing and addressed to the party to be served at the respective addresses or Email addresses set forth in the preamble of this Agreement.
In regards to changes to these Standard Terms. (i) Adnexo reserves the right to amend these T&C from time to time to cover changes to its services as for example the adding or removing of certain features or to adjust these T&C and the services to changes in applicable law and regulations and to adjust the obligations of the parties accordingly. Adnexo will inform Publisher in writing either via email or by posting changes in the platform at least two weeks in advance of (a) such changes, (b) of Publisher's right to object such changes and (c) of the fact that unless Publisher objects, such updated T&C will become effective upon expiry of the two weeks' period. The foregoing only applies to changes that are not material to the Agreement i.e. that they do not affect the parties' rights and obligations in a way that the original understanding between the parties is more than just insignificantly affected. (ii) If Publisher objects to a proposed change of these T&C, the then agreed version of the T&C will remain in effect. However, either party will be entitled to terminate the Agreement with two weeks' notice.
This Agreement, any schedules or exhibits hereto constitute the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Adnexo accepts no counter offer and/or other terms and conditions.
"Confidential Information" means materials, data, and other information. concerning the operation, business, projections, market goals, financial affairs, products, services, customers and intellectual property rights of the other Party that may not be accessible or known to the public. Confidential Information shall include, but not be limited to, the terms of this Agreement, the Creative and any incorporated third party intellectual property, and any information which concerns technical or financial details of operations of Adnexo. The Parties acknowledge that through their relationship under this Agreement, they may have access to and acquire Confidential Information of the other Party. Each Party receiving Confidential Information ("Receiving Party") agrees to maintain all such Confidential Information received from the other Party ("Disclosing Party"), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing Party. The Receiving Party further agrees to use the Confidential Information only for performing this Agreement. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is independently developed by the Receiving Party without resort to the Confidential Information; or (v) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure and shall work with the Disclosing Party in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure.
Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only in the form of a non-electronic record referencing this agreement and signed by the Parties hereto.
Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to circumstances beyond the party's reasonable control such as for example earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, boycott or other similar events.
If a court of competent jurisdiction should find any provision of this Agreement to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
Neither Party may assign or transfer this agreement or any obligation hereunder without the prior written approval of the other Party, except that, upon written notice, Adnexo may assign or transfer to an entity within its group of affiliated companies or to an entity acquiring all or substantially all assets of that Party, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, joint ventures, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. Each Party shall bear its own costs and expenses in performing this Agreement.
The Parties agree that this Agreement, and any disputes arising out of or related to this Agreement, shall be governed by, construed, and enforced in all respects in accordance with the laws of England and Wales. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. For all disputes arising out of or related to this Agreement, the Parties submit to the exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts of Manchester, England.

11. Other Definitions.

The terms "Affiliate", "CPA Deliverables" ("CPA"), "CPC Deliverables" ("CPC"), "CPL Deliverables" ("CPL"), "CPM Deliverables" ("CPM"), "Deliverables" and "Third Party" shall have the meaning as defined by The Interactive Advertising Bureau (IAB) in the IAB Standard Terms and Conditions Version 3.0 available under the following link: http://www.iab.net/media/file/IAB_4AstsandcsFINAL.pdf.
"Action" means a Valid Lead or a Valid Click as defined above upon which the monthly total Cost-Per-Action invoice ("CPA Payment") is based, dependent on the campaign type (CPM, CPA, CPC, CPL) as set forth in the IO.