TERMS & CONDITIONS
“Ad” means any advertisement provided by Media Company on behalf of an Advertiser.
“Advertiser” means the advertiser for which Media Company is the agent under an applicable IO.
“Advertising Materials” means artwork, copy, or active URLs for Ads.
“Affiliate” of any entity means any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
“Agency” means the advertising agency listed on the applicable IO.
“Fraud” means to directly or indirectly generate queries, or impressions of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software.
“Fraudulent” means created by Fraud.
“IO” means a mutually agreed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser.
“Media Company” means Ginger Advertising Solutions LTD.
“Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by Media Company.
“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads. “Parties” means Ginger Advertising Solutions LTD and the Publisher.
“Policy” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
“Publisher” means the website from which Media Company is buying traffic from under an applicable IO.
“Representative” of an entity means any director, officer, employee, consultant, contractor, agent, and/or attorney of an entity and/or of its Affiliate(s).
“Site” or “Sites” means Media Company Properties and Network Properties.
“Terms” means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (Publishers), as they shall be amended from time to time.
“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
“Third Party Ad Server” means a Third Party that will serve and/or track Ads.
”Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders created by an advertiser.
"Publisher Earnings" and “Ginger Media Earnings” “Publisher Earnings” means the total revenue Ginger Media generates by running advertising campaigns for Publisher using the Advertising Materials less " Ginger Media Earnings", and subject to the Total Spend that may be established under an Order. " Ginger Media Earnings" are calculated at the campaign level at the sole and absolute discretion of Ginger Media. Ginger Media 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), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher's site(s) and Ginger Media Network as a whole.
“Total Spend” means the maximum amount of money for which Ginger Media will be liable under the Order.
“Ginger Media HTML Insertion Code” means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher’s Site(s).
“Ginger Media Network” means the advertising network owned and operated by Ginger Media.
These Terms together with the IO constitute an agreement between the Parties. It supersedes all prior proposals, agreements, or other communications between the Parties regarding such subject matter.
Publisher will serve the campaign for the length of duration requested, regardless of the date on which the IO is signed or sent. Notwithstanding the aforesaid, either party may stop the campaign by giving a 24 hour written notice to the other party.
4. Cancellation and Termination
4.1. Without Cause. Unless designated on the IO as non-cancelable, either Publisher or Media Company may cancel the IO, with a 24 hour written notice.
4.2. For Cause. Either Media Company Publisher may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, then even if Publisher cures such breaches, then Media Company may terminate the IO or placements associated with such breach immediately upon written notice.
4.3 Advertiser can pause or stop campaigns and ask for refund within 24 hours not before 60 days of starting activity.
4.4 In the event that any payment due to the Network from any specific advertiser and/or advertisement agency is delayed for any reason (“Delayed Amounts”), the Network shall make its best efforts to collect such amounts within 30 days of the date upon which the payment due to the Network from a specific advertiser and/or advertising agency was required to be made (the “Collection Period”), and shall deliver to Publisher the Monthly Payment within 5 business days as of the date of the collection of such Delayed Amounts.
4.5 Network may adjust payments to Publisher hereunder for refunds or credits provided to advertisers or ad-exchanges agencies for their advertisements.
Unless otherwise agreed on the IO by both Parties, Publisher is responsible for following the campaign numbers and noticing if there are discrepancies. Publisher is fully responsible, and agrees to be paid in full according to Media Company’s numbers.
6.1. Media Company will serve Ads through a Third Party ad server, and payment shall be based on Media Company’s system count. Media Company will provide the Publisher with connection data (login, user name and/or password) to their ad server upon request.
6.2. In the event that Media Company determines that the impressions ordered herein are served incorrectly by the Publisher, in terms of either tag or technical specification, then such impressions shall not count towards the number of impressions deemed delivered hereunder and Media Company shall not be liable to pay for the same. 6.3. Auto Refresh: In the event that the Publisher uses any type of impression auto-refresh delivery system, the Parties shall discuss whether the use of such system negatively impacts on the commercial benefit for the Advertisers of Media Company and accordingly the Parties shall discuss in good faith and implement changes as necessary to the commercial terms hereof.
6.4. Shifting: throughout the campaign, Media Company shall have the right to request shifting of ordered impressions not yet received by it to new placements of comparable value, subject to inventory and reasonable discretion.
6.5. Click Fraud: Media Company shall not be obligated to make any payments arising from any Fraudulent impressions generated by any person, both through automated programs or similar Media Company shall be responsible for determining, in its sole and absolute discretion, what acts and/or omissions violate these Terms, which acts include activity that is deceptive and/or Fraudulent in nature.
6.6. 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 Ginger Media Network. 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 Ginger Media, acting reasonably, or based on industry practices) click-trough’s 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 click-through’s of any link other than Ginger Media 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, Ginger Media may terminate this Agreement effective upon delivery of notice. Such termination is at the sole discretion of Ginger Media and is not in lieu of any other remedy available at law or equity. Ginger Media 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.
7.1. Confirmation of Campaign Initiation. Media Company will, within two (2) business days of the start date stated on the IO, provide confirmation to Publisher, either electronically or in writing, stating whether it has commenced delivery of the components of the IO.
7.2. Media Company Reporting. Media Company will make reporting available with a log in to the used ad server, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by impressions, clicks, conversions, spend/cost, and other variables as may be defined in the IO. Once Media Company has provided the online or electronic report, it agrees that Publisher is entitled to reasonably rely on it, subject to provision of Media Company’s invoice for such period.
7.3. Recording of Service Counts. For the purposes of billing, payment, and general delivery reporting Ginger Media shall have the sole responsibility for calculation of statistics, including Impressions and click-through numbers. Universal Time Coordinated (UTC) shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online at Ginger Media’s Dashboards through a login & password provided by Ginger Media. Publisher understands that Ginger Media online statistics may not be 100% accurate and that Ginger Media may make adjustments to Publisher’s online statistics at the end of each calendar month to account for, among other things, specific contractual provisions (e.g., bonuses) and statistical errors.
8.1. Publisher understands and agrees that Ginger Media acts solely as an agent
for the Advertisers; and that Ginger Media shall only be liable to Publisher for Publisher’s Revenue based on
payments from Advertisers that it has received without restrictions that constitute immediately-available
funds to Ginger Media (hereinafter called “Cleared Funds”). Publisher agrees that (i) Ginger Media shall have no
liability or obligation to Publisher for payments due but unpaid from Advertisers, or that are not Cleared
Funds; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and (iii) Publisher
shall hold Ginger Media harmless and indemnify it from any claims or liability related to such unpaid amounts or
amounts that do not constitute Cleared Funds. Ginger Media agrees to make every reasonable effort to bill,
8.2.Media Company will pay on the agreed net terms. It is the Publisher’s responsibility to deliver invoices on time. Invoices will be approved only once numbers are validated by Media Company. For this matter, the following shall not be billable:
8.2.1. Impressions targeting countries not specified in the IO; and
8.2.2. Impressions or clicks which have been generated by Fraud. Notwithstanding any other remedy available to Media Company under this these Terms and Conditions, in the event that Publisher fails to provide any of its deliverables under any applicable IO, Media Company shall be entitled to demand the immediate return of any sums prepaid under the budget stipulated in such IO.
8.3. Liability for Publisher’s Revenue: collect and clear payment from the Advertisers on a timely basis. Ginger Media, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
8.4. Taxes: All amounts stated herein are net of any taxes and fees. By participating in the Ginger Media Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence thereof.
9. Display Sites.
The Sites on which the Media Company Advertiser’s creative will be displayed (“Display Sites”) cannot include any content that Media Company deems is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behavior or conduct. The Display Sites shall not be designed to appeal to minors. Further, Media Company is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. The Display Sites cannot be designed to distribute or promote any spyware, adware, Trojan horses, viruses, worms, spybots, keyloggers or any other form of malware.
9.1. Prohibited Content: Prohibited Content. Publisher acknowledges that Ginger Media Network does not accept BOT/Non Human traffic or/and masked traffic, or and unmatch domain traffic or/and unmatch placement/player size, In Case this violations or other violations of the T&C, the publisher hereby forfits payment for said traffic. Publisher acknowledges that Ginger Media Network does not accept - Otherwise agreed - any Media that contains: indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by Ginger Media Network), any illegal subject matter or activities or any other content that does not meet Ginger Media 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 Ginger Media HTML Insertion Code shall not contain any Prohibited Content. This includes:
Sites 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 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 promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
Sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
Sites with illegal, false or deceptive investment advice and money-making opportunities
Sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
Sites that are under construction or incomplete
Sites with extremely limited audiences or viewership
Sites with any type of content reasonable public consensus seems to be improper or inappropriate
Sites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.
9.2. Prohibited Activities. Publishers shall not induce persons to click on creatives based on incentives without the prior written approval of Ginger Media Network. Except as otherwise provided in these Standard Terms and Conditions, under no circumstances may a Publisher, without the prior, express written consent of Ginger Media Network, alter, copy, modify, take, sell, re-use, or divulge in any manner any Ginger Media HTML Insertion Code.
9.3. Non-solicitation: Publisher recognizes that Ginger Media has proprietary relationships with the third -party advertisers which provide Advertising Material via the Ginger Media 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 Ginger Media Network (e.g., an advertiser which provides creatives via the Network), for purposes of offering products or services that are competitive with Ginger Media 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 Ginger Media Network, as explicitly proven by documented evidence of such prior relationship provided by Publisher to Ginger Media Network immediately upon Ginger Media Network `s written request.
10. Proprietary Rights.
The full right, title and interest in all Ads and Advertising Materials and all of their components, including, without limitation, patents, trademarks, service marks, copyrights, know how, software, text, design, clips, graphics, logos and all intellectual property rights related to all of these (the “Proprietary Rights”), is and shall remain with Media Company and/or its Clients. Media Company reserves all rights not expressly granted in these Terms in the Proprietary Rights, and these Terms do not provide Publisher with any rights to use any Proprietary Rights, except as expressly permitted by these Terms.
All business, commercial, proprietary or non-public information disclosed by Media Company under these Terms is confidential, and Publisher will only use and disclose such information for the purposes of effecting this Agreement.
12. Force majeure
12.1. Neither Media Company nor Publisher will be liable for any delay or default in the performance of their respective obligations under these Terms 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 (each a “Force Majeure Event”). If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or remedy is reasonably acceptable to Publisher, Media Company will allow Publisher a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase.
12.2. Cancellation. If a Force Majeure Event continues for five (5) business days or longer, Media Company and/or Publisher shall have the right to cancel the remainder of the IO without penalty.
Publisher hereby agrees to indemnify, defend and hold harmless Media Company, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by Advertiser (collectively the “Losses”), insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by Publisher or any representation or warranty made by Publisher herein; or (ii) any claim related to the Publisher’s Sites on which Advertiser’s creative materials will be displayed.
14. Representations and Warranties
Representations and Warranties. Publisher represents and warrants to Ginger Media 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 6 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.