Publisher Service Agreement

1. Definitions.

"Advertisement" or "Ad" means text, videos, graphics, rich media and other advertising materials.
"Ad-tag" means a piece of programming code to serve any kind of Advertisement
"Bid Price" means an RTB Buyer's winning bid for a given Impression on Publishers' Website(s) measured on a per thousand impression (CPM) basis.
"Impression" means a measurement of responses from an ad delivery system to an ad request from Publishers' user's browser.
"RTB Buyers" means the Ad buyers on the ConnectAd Realtime programmatic ad exchange who deliver, serve, and display Ads.
"Website(s)" means Publishers' domain names which have available Ad-tags to display Ads.
"Effective Date" means the date on which impressions are rendered on Publisher Inventory.
“CPM” means cost per mille (cost per thousand).
“Publisher” means the Party using the ConnectAd Realtime Service.

2. ConnectAd Service.

By accessing and using the ConnectAd Realtime Service, Publisher agrees to comply with and be bound by this Agreement.

Publisher hereby engages ConnectAd to provide the ConnectAd Realtime online advertising optimization services on and relating to Publisher’s and its partners’ advertising inventory (“Publisher Inventory”) on and relating to all of its and its partners’ respective Web sites, Internet-powered applications, mobile, smartphone, tablet and other wireless devices and any other Internet-accessible material whether existing before or after the Effective Date (the “Publisher Properties”).

ConnectAd operates a real-time, data-driven automation platform for advertising, data management and yield optimization. The ConnectAd Realtime Service creates an auction for each advertising impression from the Publisher Inventory where the “bids” are derived from multiple sources, including various media buying clients (each a “Demand Partner”). Publisher authorizes ConnectAd to serve content, advertising materials and/or related technology from Demand Partner on its Inventory. ConnectAd collects site, user and third-party data related to your Inventory.

Subject to the terms and conditions of this Agreement, ConnectAd hereby grants Publisher access to the ConnectAd Services during the Term solely for purposes of (a) serving advertisements for delivery through the ConnectAd Realtime Services, and (b) receiving and analyzing reporting data made available via the ConnectAd Realtime Services. ConnectAd reserves the right to remove Publisher’s access to the ConnectAd Services at any time in its sole discretion.

Upon our written request, Publisher will promptly remove Ad-Tags from any Inventory. Publisher may not place Ad-Tags on any Publisher Inventory that ConnectAd has not approved in advance. ConnectAd may reject or remove a specific Ad, modify or suspend the Services and/or delete your Account at any time for any reason or no reason.

ConnectAd is continuously changing and improving its Services and may add or remove functionalities or features of the Services at any time and may suspend or stop a Service altogether. ConnectAd may modify this Agreement at any time and will post any modifications to this Agreement on https://connectadrealtime.com/terms. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or made for legal reasons will be effective immediately. If Publisher does not agree to any modified terms in the Agreement, you must stop using the ConnectAd Realtime Service. Your continued use of the Services after the effective date of any changes constitutes your Agreement to follow and be bound by such modifications.

Publisher acknowledges that ConnectAd has no responsibility for reviewing the content of any advertisement appearing on the Website. However, ConnectAd will contractually require its RTB Buyers to comply with ConnectAd ad quality standards, ConnectAd Realtime Ad Exchange policies, or substantially similar guidelines with respect to the Advertisements. Publisher may request to block Advertisement categories in writing at any time. Publisher may ask to block an Advertisement it reasonably finds objectionable, by providing ConnectAd with written notice of the URL. Notwithstanding any of the foregoing, neither party may remove a live/presently-served Advertisement.

3. Payment.

a) ConnectAd will pay Publisher within sixty (60) days based on the self credit note issued by ConnectAd unless otherwise agreed upon by the parties in writing, subject to our prior receipt of valid payment and tax information. If amounts due hereunder do not exceed $300, ConnectAd shall allow amounts owing hereunder to accumulate and shall only make Payment the amounts have exceeded $300.
b) Compensation is based on the applicable winning Bid Price(s). Payment will be made based on ConnectAd reporting of Impressions which shall be provided to Publisher on a monthly basis in the currency selected by the Publisher and to the bank account designated in the ConnectAd Interface. Bids will be placed on a net CPM (cost per one thousand impressions) basis, all reportings and statistics are reflecting publisher net values.
c) In the event ConnectAd is unable to provide Publisher with a bid for a bid request or provides a Bid Price that Publisher does not accept, ConnectAd will not owe any payment for that bid request.
d) Each calendar month, ConnectAd shall use commercially reasonable efforts to collect Publisher Revenue due from Demand Partners. If ConnectAd is or in its reasonable discretion will be unable to collect any amount of Publisher Revenue, then such amount shall be deemed “Outstanding Receivables.” Without limiting the foregoing, any Indirect Publisher Revenue that remains unpaid for a period of more than one-hundred twenty (120) days following the end of the calendar month during which the applicable Publisher Inventory was purchased shall also be deemed Outstanding Receivables. Once deemed, ConnectAd will advise Publisher and adjust the subsequent Publisher Statement to reduce the amount payable to the Publisher.
e) ConnectAd shall provide Publisher with a password-protected web page on the ConnectAd web site where Publisher shall be able to access all records of delivering advertising to the Publisher Inventory including impression reports, revenue reports or other applicable measure. Publisher acknowledges that any and all numbers displayed in Publisher Reporting are estimates and do not represent actual numbers for billing purposes.
f) No text or incentives (such as points, gifts, prizes, premiums, cash or some other form of remuneration) may be used by Publisher or its media suppliers to encourage visitors to click on an Advertisement. If in ConnectAds’s reasonable determination, there has been incentivized, computerized or otherwise deceptive or artificial means used to increase impressions, page views, engagement, interactions, click-throughs or any other campaign metric (a “Fraudulent Activity”), ConnectAd may terminate this Agreement effective upon notice and Publisher will forfeit all fees under this Agreement, including those previously paid and that may not be related to the Fraudulent Activity. Fraudulent Activity may include, but is not limited to, repeated manual clicks or impressions, use of robots, automated click and impression generating tools, third-party services generating clicks or impressions such as paid-to-click, paid-to-surf, auto-surf, and click-exchange programs, or any deceptive software. Publisher will indemnify ConnectAd and its RTB Buyers for any damages or claims, including lost advertising revenue resulting from a Fraudulent Activity.

4. Cancellation and Termination

This Agreement shall remain in full force and effect while Publisher uses the ConnectAd Realtime Services or maintain an Account with us. Either Party may terminate this Agreement at any time with immediate effect upon delivery of written notice. Publisher will make no further use of ConnectAd Realtime Services after the date of termination and ensure that no further Ad Requests are sent to ConnectAd. If Publisher fails to remove ConnectAd Ad-Tags after termination of this Agreement, ConnectAd reserves the right to charge Publisher with a technical compensation of CPM $ 0.01 for Ad Requests submitted to ConnectAd. Publisher agrees to pay the amount due within 30 days.

5. Warranties; Disclaimer.

5.1 Mutual Warranties.
Each party represents and warrants to the other party that (a) it has all necessary rights and authority to enter into, execute and perform its obligations under this Agreement; and (b) the execution of this Agreement and the performance of their respective obligations hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.

5.2 ConnectAd Warranties.
ConnectAd represents and warrants to Publisher that ConnectAd will not violate any applicable law or regulation in connection with the performance of the ConnectAd Services hereunder

5.3 Publisher Warranties.
Publisher represents and warrants to ConnectAd that (a) each Publisher Property that displays advertisements via the ConnectAd Services shall not violate any applicable laws or regulations, contain Prohibited Content or have not been previously approved by ConnectAd, (b) it will not and will not permit any third party to, directly or indirectly: (i) access, launch or activate the ConnectAd Services through or from, or otherwise incorporate the ConnectAd Services in, any software application, website or other means other than the Publisher Properties; (ii) transfer, sell, lease, syndicate or otherwise sublicense the ConnectAd Services; (iii) generate queries, or impressions of or clicks on ads, through any automated, deceptive, fraudulent or other invalid means; (iv) encourage or require end users or any other persons, either with or without their knowledge, to click on the advertisements displayed through the ConnectAd Services through offering methods that are manipulative, deceptive, malicious or fraudulent; (v) pass any data to ConnectAd that could be used to personally identify any person without obtaining such person’s consent to pass such data to ConnectAd; and (c) it has and will maintain throughout the Term all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to the Publisher Properties and to permit ConnectAd to provide the ConnectAd Services to Publisher as contemplated under this Agreement. “Prohibited Content​” is defined as indecent, obscene or pornographic material, hate speech, subject matter that a reasonable person would consider highly objectionable, any material which improperly references illegal activities, or any material that is or contains malware, viruses, or other potentially destructive computer programs and security threats.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS RESPECTIVE SERVICES OR PRODUCTS, INCLUDING NON-INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

6. Privacy & Data-Usage

6.1 Privacy Policy.
Publisher shall abide by an appropriate privacy policy and post a privacy policy on each Publisher Property. Such privacy policy must provide clear notice of Publisher’s use of methods to collect and use user data, including ConnectAd’s and its Demand Partners’ methods

6.2 Data Ownership and Use.
Publisher retains all right, title and interest in and to all data derived from the Publisher Inventory or the publication of advertisements therein (“Publisher Data”). Publisher Data shall not include any data provided or made available by ConnectAd, its Demand Partners or third party service providers (“ConnectAd Data”). ConnectAd retains all right, title and interest in and to all ConnectAd Data. Publisher acknowledges that ConnectAd and Demand Partners may drop cookies on its users in connection with the ConnectAd Services. Publisher hereby grants ConnectAd and its Demand Partners a limited, revocable, royalty-free right to collect, use and share user data (including Publisher Data) that is passed by Publisher or collected by ConnectAd or Demand Partner (a) in connection with the delivery and optimization of the ConnectAd Services during the Term, (b) to use such data in an aggregated, non-site specific format during and after the Term, and (c) in response to a legal demand or process during and after the Term.

7. LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS, PAYMENT OF FEES OWED HEREUNDER, AND FRAUD AND WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE ACTUAL AMOUNTS PAID BY DEMAND PARTNER TO ConnectAd UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, OR LOST DATA, OF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ConnectAd Content Guidelines

ConnectAd collects data directly using tracking technologies such as cookies and/or tags. For device environments that do not support cookies creation such as mobile applications, we use non-cookie tracking technologies to collect data such as Apple IDFA or Google Advertsing ID.

We generate a technical identifier (a random generated number) to identify your browser.

ConnectAd collections information provided by third-parties and link up data across advertsing platforms and devices. We use the randomly generated browser identifier to match data from third-party-business partners, advertising platforms and/or data provider (cookie sync). That said we do not link your information to track any behavioural or contextual analysis.

What ConnectAd collects

Publisher will not place Advertisements on any Website that contains or does any of the following:

1. Any obscene or pornographic material, adult material, or mature content including thinly censored nudity (for example, certain image hosting or free web hosting services)
2. Violent content, racial intolerance, or advocacy against any individual, group, or organization
3. Hacking/cracking content
4. Illicit drugs and drug paraphernalia
5. Excessive profanity
6. Gambling or promotion of gambling, unless approved
7. Content related to compensation programs where users are encouraged to click on ads or offers, perform searches, surf websites, read emails, or similar activities
8. Excessive, repetitive, or irrelevant keywords in the content or code of web pages
9. Sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns)
10. Any content that is illegal or promotes illegal activity
11. Any content that promotes discrimination or infringes on the rights of others
12. Any material that infringes intellectual property rights, including but not limited to copyright and trademark rights (see below)
13. Any file-sharing or torrent sites
14. Any offers for illegal activities, products or services
15. Promotion of fake documents, copied material, or paper mills
16. Websites made for the sole purpose of clicking on advertisements
17. Any content that is misrepresentative, defamatory, libelous, or that violates any applicable law or regulation
18. Any content that infringes or violates any copyright, trademark, patent, right of publicity, right of privacy, moral right, or other right of any third party
19. Spyware or malware
20. Inappropriate or controversial subject matter of any nature, including without limitation that which pertains to illegal activity or to hacking, cracking, or warez
21. Any page that is “under construction”
22. Invisible Ad-Placements (unknown visibility and/or visibility below 25%)

Alteration of Advertisements

Publisher will comply with the following policies:

1. Publisher may not, and may not permit any other party to, alter or manipulate any Advertisements or standard Advertisement behavior in any way, without prior written approval from ConnectAd or its RTB Buyers.
2. Publisher may not, and may not permit any other party to, alter any portion of the ConnectAd Ad-tag or code provided by ConnectAd or change the behavior, targeting, or delivery of any Advertisement.
3. Publisher may not, and may not permit any other party to, use methods to direct traffic to websites from which it sends ConnectAd bid request(s) in violation of this Agreement.

Advertisement Placement

Publisher will comply with the following Advertisement Placement policies:
1. No more than five (5) Advertisements may be displayed per page, unless agreed upon by the parties in writing.
2. Page content must not obstruct any portion of the ad displayed.
3. No Advertisements may be placed on any non-content-based pages.
4. No Advertisements may be served on any downloadable applications.
5. No Advertisements may be placed behind a registration system without prior written approval from ConnectAd.
6. No Advertisements may be placed on pages published specifically for the purpose of showing ads, whether or not the page content is relevant.
7. No video Advertisements may be placed in in-stream video players without content or disabled playback.
8. No auto-refresh.
9. No in-banner video (does not include in-banner video Advertisements served by ConnectAd or an RTB Buyer)
10. No sound off in-stream video.
11. No Below-the-Fold auto-play placements.
12. Syndicated players must play content related to the site.
13. Visibility on 75% of all submitted requests must be greater than 25%

Blocked Content

ConnectAd may use proprietary and third-party tools to block Website(s) that contain certain categories of content.

These categories include, but may not be limited to the following:
1. Abused Drugs
2. Adult Content
3. Bot Networks
4. Dynamic DNS
5. Elevated Exposure
6. Freeware and Software Download
7. General Email
8. Hacking
9. Illegal or Questionable
10. Instant Messaging
11. Internet Telephony
12. Malicious Embedded iFrame
13. Malicious Embedded Link
14. Malicious Web Sites
15. Marijuana
16. Message Boards and Forums
17. Militancy and Extremist
18. Nudity
19. Parked Domain
20. Pay-to-Surf
21. Peer-to-Peer File Sharing
22. Phishing and Other Frauds
23. Potentially Damaging Content
24. Potentially Unwanted Software
25. Proxy Avoidance
26. Racism and Hate
27. Sex
28. Sex Education
29. Spyware
30. Supplements and Unregulated Compounds
31. Surveillance
32. Tasteless
33. Text and Media Messaging
34. URL Translation Sites
35. Violence
36. Weapons
37. Web Chat
38. Web Collaboration
39. Web Hosting

This Publisher Agreement was last updated on February 18, 2020.