Harrenmedia Terms & Conditions
TERMS OF THE AGREEMENT:
This agreement governs advertising delivered through Publisher’s Web site(s) or platform(s) (the "Publisher’s Site(s)"). Harrenmedia and Publisher agree as follows:
A. Harrenmedia plans advertising campaigns and buys advertising media on behalf of its clients.
B. Publisher sells certain advertising products and services that it is willing to make available in support of Harrenmedia’s clients’ advertising campaigns.
C. Publisher desires to sell and Harrenmedia desires to purchase certain of Publisher's products and services in accordance with the terms set forth in this Agreement.
D. Harrenmedia will only pay only for monetized ad impressions.
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:
“Advertising Material” means the text, graphics, videos, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, pre-mid-post rolls, text-links, created by an advertiser.
"Publisher Earnings" and “Harrenmedia Earnings”. “Publisher Earnings” means the total revenue Harrenmedia generates by running advertising campaigns for Publisher using the Advertising Materials less "Harrenmedia Earnings", and subject to the Total Spend that may be established under an Order. "Harrenmedia Earnings" are calculated at the campaign level at the sole and absolute discretion of Harrenmedia. Harrenmedia evaluates each advertising campaign and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA, CPI), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher's site(s) and Harrenmedia's Network as a whole.
A campaign metric as set out above may include the following online or mobile marketing remunerations set out in the respective Purchase Order:
- CPL/CPA : Pricing based on the generation of a new user or registration by the Publisher.
- CPI on Web traffic: Pricing based on the generation of a successful install for a download client/software.
- CPI on Mobile traffic: Pricing based on a successful install with a following opening for a specific mobile application.
The exact lead flow required on each campaign will be previously communicated by Harrenmedia to you before starting activity on any campaign.
“Total Spend” means the maximum amount of money for which Harrenmedia will be liable under the Order.
“Harrenmedia Ad Code” means the code in which Publisher is permitted to use Advertising Material delivered to the Publisher’s Site(s).
“Harrenmedia Network” means the advertising network owned and operated by Harrenmedia.
1. Payment. Publisher must send an invoice to firstname.lastname@example.org at the end of each month and Harrenmedia shall remit payment to Publisher 30 days after the reception of this invoice. Harrenmedia will pay Publisher its Publisher Earnings for Advertising Material actually delivered by Publisher to each of Publisher’s Site(s) during the applicable calendar, subject to the applicable Order’s specifications, terms and conditions. Publisher acknowledges that Harrenmedia bills its Advertisers, and pays its Publishers, based on actual delivery.
1.a. Payment Method: Publisher agrees the method of payment that Harrenmedia will use depends on the amount of the campaign. Minimum payment is $100, accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until $100 is reached. It is establish that payments under one thousand US Dollars (U$S 1.000) will be issue by Pay Pal or Payoneer. Over one thousand US Dollars (U$S 1.000) payment should be transfer by Wire or Payoneer. Payments made via Pay Pal or Payoneer do not have processing fees. If preferred Payment is Wire Transfer, Banks fees will be deducted from the payable amount. For international Wire transfer, Bank fee is $40.
2. Recording of Service Counts. For the purposes of billing, payment, and general delivery reporting Harrenmedia shall have the sole responsibility for calculation of statistics, including Impressions and click-through numbers. Eastern Standard Time (EST) shall be the time period for traffic and tracking purposes. Harrenmedia shall provide the Publisher with daily reports or a login in order to follow the daily numbers. Publisher understands that Harrenmedia’s online statistics may not be 100% accurate and that Harrenmedia may make adjustments to Publisher’s statistics at the end of each calendar month to account for, among other things, specific contractual provisions (e.g., bonuses) and statistical errors.
3. Liability for Publisher’s Revenue. Publisher understands and agrees that Harrenmedia acts solely as an agent for the Advertisers; and that Harrenmedia shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers. Harrenmedia, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
4. Taxes. All amounts stated herein are net of any taxes. By participating in the Harrenmedia Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence thereof.
5. Advertising Materials. Harrenmedia Ad Code. Publisher shall place the Harrenmedia Ad Code on all appropriate pages within its Site(s). Publisher shall not alter, sell or disclose the Harrenmedia Ad Code in any way without Harrenmedia’s prior written consent. The Harrenmedia Ad Code for Advertising Material may not be used on a web page other than one located at an approved Site and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved Web Site. Advertising Material must not be modified from original format.
Harrenmedia Ad code must not be implemented such that ads: (i) obscure elements on a page; (ii) obscure site content or otherwise interfere with a user’s interaction with the site except where the ad format is designed to be displayed within a Site or around an element of the Site; (iii) are integrated into a non-web-based desktop application except as expressly approved by Harrenmedia; or (iv) placed in email programs or in emails, including but not limited to email newsletters, except as expressly permitted by Harrenmedia.
5.a In App Ad Policies. In-App Ads must not be placed: (i) underneath or adjacent to buttons or any other object such that it interferes with a user's typical interaction with the App; (ii) in a manner that otherwise obstructs the user from viewing the content in an App; or (iii) on a "dead end" screen where the user is not able to exit the screen without clicking the ad and the user is not notified that the home button will exit the App.
5.b. Fraudulent Impressions. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Harrenmedia. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, blind text links, running 'spiders' against the Publisher's own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by Harrenmedia, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-through of any link other than Harrenmedia's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Harrenmedia may terminate this Agreement effective upon delivery of notice. Such termination is at the sole discretion of Harrenmedia and is not in lieu of any other remedy available at law or equity. Harrenmedia's ad server will be the official counter for determining the number of Advertising Material delivered under an applicable Order, and amounts payable under this Agreement.
6. Cancellation. Both Harrenmedia & Publisher have the right to cancel the campaign, any time, providing the other party 24 hours' notice.
7. Prohibited Content. Publisher acknowledges that Harrenmedia Network does not accept any Media that contains: indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by Harrenmedia), any illegal subject matter or activities or any other content that does not meet Harrenmedia Network´s Quality standards as in effect from time to time (collectively referred to as the "Prohibited Content"). Publisher represents and warrants that during the term of this agreement any of its Media on which it places Harrenmedia Ad Code shall not contain any Prohibited Content. This includes:
• Sites/apps, which contain material, that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.).
• Sites/apps with pornography, adult content, sexual or erotic material or sites that contain links to such content
• Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
• Sites/apps promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
• Sites/apps that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
• Sites/apps promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, cracking, phreaking, etc.)
• Sites/apps with illegal, false or deceptive investment advice and money-making opportunities.
• Sites/apps with online Gambling or online casino-related content, sale of alcohol or sale of prescription drugs unless expressly permitted by Harrenmedia.
• Sites/apps that sale products that are replicas or imitations of designers goods.
• Sites/apps that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
• Sites/apps that Redirect users to unwanted websites.
• Sites/apps that modify browser settings, or otherwise interfere with site navigation. For clarification, this prohibition precludes the use of any system that overlays or creates ad space on a given Site without the express permission of the Site owner, including without limitation toolbars.
• Sites/apps that are under construction or incomplete
• Sites/apps with extremely limited audiences or viewership
• Sites/apps with any type of content reasonable public consensus seems to be improper or inappropriate
• Sites/apps that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.
8. Prohibited Activities. Publishers shall not induce persons to click on creatives based on incentives. Except as otherwise provided in these Standard Terms and Conditions, under no circumstances may a Publisher, without the prior, express written consent of Harrenmedia, alter, copy, modify, take, sell, re-use, or divulge in any manner any Harrenmedia Ad Insertion Code.
Publishers are prohibited from displaying ads on websites and other properties that do any of the following: (i) change user preferences or initiate downloads without the user's express consent, (ii) redirect users to unwanted websites, or (iii) contain pop-ups or pop-unders or any other elements that interfere with site navigation.
9. Non-solicitation. Publisher recognizes that Harrenmedia has proprietary relationships with the third-party advertisers which provide Advertising Material via the Harrenmedia Network and Publisher agrees not to intentionally solicit, induce, recruit, encourage, directly or indirectly, any advertiser that is known to Publisher to be an advertising client and/or customer of Harrenmedia Network (e.g., an advertiser which provides creative’s via the Network), for purposes of offering products or services that are competitive with Harrenmedia Network (including the provision of advertising inventory) nor contact such advertisers for any purpose, during the term of Publisher's membership in the Network and for the 90-day period following termination of Publisher's membership in the Network, provided however, that the foregoing restriction shall not apply to advertisers with whom Publisher already has a relationship prior to the placement of advertising on Publisher's Media on behalf of such advertisers by Harrenmedia Network, as explicitly proven by documented evidence of such prior relationship provided by Publisher to Harrenmedia Network immediately upon Harrenmedia Network `s written request.
10. Representations and Warranties. Publisher represents and warrants to Harrenmedia that:
• All content, products, and services on the Site(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights; and
• The Site(s) do not, and will not during the term of this Agreement, contain any material described in Section 7 of this Agreement; and
• The Site(s) are free of any "worm", "virus" or other device that could impair or injure any person or entity.
• It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations; and
• It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher will not conflict with or a cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher is a party or subject.
11. License and Intellectual Property. Harrenmedia shall use the trade names or trademarks of the other party or Advertisers without prior written approval from the party owning such name or mark.
13. Indemnification. Indemnification. Both sides agree to indemnify and hold their affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the Publisher with the Ad Network (ii) operation of the Publisher's Site(s) submitted to the company for participation in the Ad Network or (iii) otherwise arising from Publisher's relationship with the company. Both companies mutually agrees to indemnify each other for any legal fees incurred by the second party, acting reasonably, in investigating or enforcing its rights under this agreement.
14. Disclaimers, Exclusions and Limitations.
• Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, HARRENMEDIA MAKES, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
• Limitation of Liability. UNDER NO CIRCUMSTANCES WILL HARRENMEDIA BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT HARRENMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL HYPERMEDIA'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.
15.1 Notices. All notices required hereunder shall made be in writing to Publisher at the address and/or fax number noted as the main contact on the IO, or to Harrenmedia at the following address and/or fax number: Dr. Luis Bonavita 1294, 1 floor suite 123, Montevideo, Uruguay Zip 11300.
15.2. Governing Law, Jurisdiction and Venue. The laws of the Province of Montevideo shall govern this Agreement and all Orders, without regard for the conflict of law principles thereof. The Federal and State Courts located in Montevideo, Uruguay shall be the sole venue to hear controversies arising from or related to this Agreement, and each party consents to the personal jurisdiction of those courts.
15.3. Force Majeure. Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes.
15.4. Applicability. These terms and conditions, as and if amended, shall constitute the entire and only Agreement between the parties regarding Publisher's participation in the Network, and shall supersede all previous communications, representations or Agreements, whether written or oral between the parties.
15.5 Publisher agree this IO shall be governed by the AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v3.0 (“IAB 3.0”) posted at http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf, as amended below. This IO and IAB 3.0, subject to the amendments herein, shall collectively form the “Agreement”. Any conflict between the terms that govern the relationship between Harrenmedia, and Publisher shall be resolved by the documents in the following order: the IO, and then IAB 3.0.