By using our Services defined in these Terms Of Use, you are agreeing to these Terms Of Use (the Contract), which apply to your use of the Services. Please read them carefully.
You will provide advertising impressions (inventory) from your website(s) and we will offer this inventory to our Demand Partners. The Demand Partners will bid against the floor price provided by you. In the event that the floor price is beaten, the AdCPM Adserver will serve the winning Demand Partner's advertisement tag (Ad Tag) to your site. In the event that the floor price is not beaten, you will be given the opportunity to re-direct to your own advertising. You will not receive any payment with respect to this advertising from us.
We do not in any way guarantee to you that we can sell all or any of your inventory.
AdCPM will supply a set of Ad Tags to you and a login to the AdCPM platform. You will place these tags on your pages where you have any inventory that you would like AdCPM to sell on your behalf. These tags will expose your inventory via AdCPM's platform to its Demand Partners. Where AdCPM is successful in selling an impression, the revenue due from this sale less AdCPM's charges will be shown in the user interface reached via your login to the AdCPM User Interface (UI).
You need to comply with AdCPM's instructions at all times for the purpose of implementing the Ad Tags and serving inventory and, by accepting our Services, you undertake not to modify the AdCPM invocation code in any way whatsoever.
For the purpose of security, you need to keep the login and password for your account confidential at all times. You are not authorised to sell, transmit or sublicense your account to third parties. You are fully responsible for the activity on your account and for the accuracy of the information associated with the account.
Subject to the amount shown in your User Interface having reached the Payment Threshold, we will remit to you the amount shown in your User Interface at the end of each calendar month, after having been checked and received approval for it, within approximately 30 days from the end of that month.
The Payment Threshold will be $100 or the equivalent in any other currency.
If the amount in your User Interface is less than the Payment Threshold, then you will not receive a payment until the total amount of the payment owed to you reaches the Payment Threshold and that payment will be sent to you at the end of the next month.
Until the Payment Threshold is reached, your unpaid amounts will roll over to the next month and accrue until they meet the Payment Threshold. In the event that the threshold is not reached within 12 months and/or there is no activity in the form of impressions on your account for not less than 12 months, a variable administrative charge will be levied on the account and any accrued but unpaid amounts will be cancelled in payment of such charge.
Payment to you and any amounts due to you will be based solely on our statistics as provided in your User Interface and may be amended by us in the case of manifest error.
You must never do either directly or indirectly:
a) use in connection with any Ad Tags, any URL re-directions, framing techniques, interstitial advertisements, pop-up windows, new consoles or other items or techniques that would alter the appearance, presentation or functionality of any website from that seen by users hand-entering the applicable URL for that Ad Tag into their browser;
b) license, sell, assign, distribute or otherwise commercially exploit or make available to any third party the Services, including advertisements derived from the Services or the Ad Tags;
c) generate impressions or clicks on pages containing the Ad Tags through any fraudulent means, including automated requests;
d) modify by any means, or rearrange, the content of any Ad Tags;
e) include the Ad Tags in any locations other than the domain that you have registered with AdCPM upon sign up, unless expressly agreed in writing by AdCPM. Should you wish to place the Ad Tags on a different site, you must register the additional site(s) with AdCPM so that the site(s) can be audited.
f) include the Ad Tags on any portion of your site that includes any material that promotes or allows download of software viruses or other malware, or any material that is itself illegal or which improperly references illegal activities;
g) include the Ad Tags in a browser window generated by an adware, spyware or P2P application;
h) integrate any websites containing software viruses, worms, trojan horses or other harmful computer code into the Services or otherwise interfere with or disrupt the integrity or performance of the Services.
In addition during the course of your use of the AdCPM Adserver, AdCPM's systems or the Services you must never access, store, distribute, introduce or transmit any harmful code, or any material :
a) that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; b) that facilitates illegal activity; c) that depicts sexually explicit images; d) that promotes unlawful violence;
e) that is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
If AdCPM in our absolute discretion believes that you are in breach of any of the above provisions then AdCPM reserves the right, without liability to or prejudice to its other rights against you, to (i) immediately disable your access to the Service; and/or (ii) whilst AdCPM investigates any such breach or possibility of breach to serve, without notice, non-revenue generating “blanks' on your inventory in place of Ad Tags. AdCPM shall not be liable to you for any losses arising from its service of “blanks“ in such circumstances, including without limitation for loss of revenue.
You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives software, technology, programming, materials, guidelines and documentation relating to the Services (including Ad Tag coding) and any other information of a confidential nature which has been disclosed to you by AdCPM, its employees, agents or subcontractors or through your use of the Services.
AdCPM does not warrant that the Services will operate uninterrupted or error-free and it is possible that the Services may be inaccessible, unavailable, or inoperable from time to time. AdCPM is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
You represent and warrant that you (i) have all necessary and legal rights, powers, and authority to enter into the Contract (for publishers who are individuals the Services are available only to individuals who are at least 18 years old); and (ii) are the owner of all right, title or interest in the websites and the inventory (or are legally authorised on behalf of the owner to purchase the Services for them).
AdCPM may terminate the Services at any time, for any reason, forthwith on providing notice to you by email.
You may terminate Services at any time by removing the Ad Tags from your Adserver.
On termination of the Contract (a) the accrued rights, remedies, obligations and liabilities of you and us at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and (b) clauses which expressly or by implication have effect after termination shall continue in full force and effect (including but not limited to Data, Confidentiality and intellectual property, Service Guarantee, Performance levels, Indemnity, Termination, Governing Law and entire agreement).
We are constantly changing and improving our Services. We may from time to time add or remove functionalities or features and we may suspend or stop any part of a Service altogether.
You can stop using our Services at any time, although we would be sorry to see you go. AdCPM may also stop providing Services to you or add or create new limits to our Services at any time.
The relationship is between you (or the publisher) being the person (whether an individual or other entity) using the Services and AdCPM (AdCPM, we, us or our).
You, the publisher, agree that AdCPM will sell your advertising impressions to AdCPM's advertisers or buyers (Demand Partners) in order to generate revenue on your website.
The use of our Services is granted to you only, is not exclusive and is not transferable or assignable by you to any other party.
