This is an agreement for services between AdMetrics Media and the person or entity that completes and submits an AdMetrics Media Advertiser or Agency signup form (the "Advertiser") or accepts the Advertiser Agreement via other contracts that reference the agreement.
AdMetrics Media operates, maintains, and administers an Internet advertising network (the "Network"), comprised of advertising space provided by various independent Internet sites and desktop applications, which is sold to advertisers.
Advertisers must provide AdMetrics Media with complete, accurate and up-to-date information. Advertisers may not assume an identity other than their own when entering into this agreement with AdMetrics Media. Advertisers must notify AdMetrics Media of any changes to submitted information within two (2) business days of the change.
Individuals must be 18 years of age or older to advertise with AdMetrics Media. Advertisers may not advertise products or services of a company for which they are not a legally authorised representative. Advertiser is solely responsible for any changes, debits, credits, authorised or unauthorised activity, and any other use of their AdMetrics Media advertising account, including use and activity by authorised agents of your company, and unauthorised use by those who have obtained your account information in any way whatsoever.
AdMetrics Media reserves the right to terminate the account of any Advertiser at any time without prior notice, and / or pursue legal action in the event of system abuse, fraud, or any type of activity deemed inappropriate by AdMetrics Media. Advertiser agrees not to display any content on their advertising creative or landing page that is;
Or otherwise unlawful, or that infringes upon any party’s intellectual property or other proprietary rights
Exclusively AdMetrics Media will determine the fitness of creative and landing pages.
Your agreement to the terms of this advertiser registration form is signified when you complete and submit an advertiser signup form or sign a contract or insertion order that states, "I agree that I have read and reviewed the terms and conditions, understand them completely, and have the authority to enter into such an agreement." You may not advertise with AdMetrics Media unless you agree to the terms of this Advertiser Agreement.
Upon the execution of the Agreement, Advertiser must register on the AdMetrics Media website and create a unique, password-protected account ("Account"). Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsible for any and all actions taken under Advertiser's Account, whether authorised by Advertiser or not. Advertiser must immediately notify AdMetrics Media of any unauthorised use of Advertiser's Account. Advertiser is responsible for keeping its Account information current, complete and accurate, and Advertiser acknowledges and agrees that AdMetrics Media will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.
The positioning, placement, frequency and other editorial decisions related to Ads shall be made by AdMetrics Media and/or its Publishers, as applicable, in their respective sole discretion. The applicable IO may set forth the particular place(s) where Ads may appear and/or be distributed. Advertiser agrees that in a case where no points of placement or distributions are set forth in the applicable IO or, in cases where "Run of Publisher Network" or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that AdMetrics Media and/or its Publishers may determine, in their respective sole discretion.
Unless otherwise stated in writing by AdMetrics Media, each Ad used by AdMetrics Media in connection with an Ad Campaign must include, in unaltered form, the special transaction tracking computer code provided by AdMetrics Media ("Ad Codes"). Advertiser will not knowingly modify, circumvent, impair, disable or otherwise interfere with any Ad Codes and/or other technology and/or methodology required or made available by AdMetrics Media to be used in connection with any and all Ads.
AdMetrics Media will be the sole arbiter in determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed.
AdMetrics Media will be solely responsible for determining charges to the Advertiser’s account.
AdMetrics Media reserves the right to immediately terminate your rights under this Advertiser Agreement with or without investigation or inquiry should AdMetrics Media have reason to believe that the Advertiser has violated this Advertiser Agreement. The Company may at any time elect to change and / or delete portions of this Advertiser Agreement with written notice to the Advertiser.
The failure of either party to this Agreement to object to or to take action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future wrongful conduct, violation or breach.
Advertiser agrees not to resell, delegate, assign, or otherwise transfer its rights or obligations under this agreement without the written authorisation from AdMetrics Media.
AdMetrics Media agrees to indemnify, defend and hold harmless Advertiser and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable solicitor’s fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach of any duty, representation or warranty by AdMetrics Media under this Agreement. This section shall survive completion, cancellation, or termination of the Agreement.
Advertiser agrees to indemnify, defend and hold harmless AdMetrics Media and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonably legal fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of the content of the Advertiser’s website, the business practices of the Advertiser, and any material breach of any duty, representation or warranty by Advertiser under this Agreement. This section shall survive completion, cancellation, or termination of the Agreement.
Charges to the Advertiser’s account believed by the Advertiser to have been made in error must be disputed, in writing, within thirty (30) days of the disputed charge being made. AdMetrics Media will be the sole and final arbiter in determining the validity of claims.
All public announcements and / or press releases related to AdMetrics Media must have advance written approval by AdMetrics Media.
If any provision of this agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal or enforceable comes closest to the original intentions of the parties and has like economic effect.
This Advertiser Agreement shall be for the benefit of and be binding upon the parties to this Advertiser Agreement and their successors and assigns. In the event of any dispute arising out of this Agreement, the laws of the United Kingdom shall govern.
