This AM Tech Networks Advertiser Agreement ("Advertiser Agreement") governs the relationship between AM Tech Networks ("AM Tech Networks" or "publisher") and the entity accepting these terms (“Advertiser")
Definition: A “Conversion” also know as Lead / Sale / Install will be defined as a user going through the ‘Conversion Flow’ order process and reaching the confirmation page on which the publisher pixel is deployed.
Returned Leads/Sales/Installs: If an advertiser removes conversions classifying them as ‘junk leads’ as mentioned in the Return Criteria above, the advertiser will send a detailed lead report to the Publisher clearly marking junk Conversions with elaborate explanation latest by 10th of each month or daily/weekly depending on the requirement of Publisher for leads delivered in the previous month. Failure to provide a detailed lead report will imply that Publisher will be paid for all leads delivered. In case of no Return Criteria, Publisher will bill the Advertiser for all pixel fires as recorded by the Publisher.
Delivery: The number of individual Ad Units, impressions, click-throughs, and/or Conversions delivered by Publisher to Advertiser may be measured each month during an advertising campaign by a selected independent third party Ad Server. In the event of any discrepancy larger than 10% between Ad Server and Publisher with respect to the number of Ad Units reported as delivered, both parties will mutually agree to a make-good.
Reporting: Advertiser shall provide Publisher access to or share reports daily/weekly/monthly of Ad Server statistics showing Ad Units viewed, click-throughs and/or acquisitions obtained. All data generated or supplied under or in connection with this Online Media Insertion Order is confidential and proprietary to Advertiser and shall not be disclosed to any third party or used or exploited in any way by the Publisher except as expressly permitted hereunder. Publisher reserves the right to have an independent auditor review any data reports from Advertiser’s ad server to verify accuracy.
Billing: Publisher will send invoices to Advertiser showing acquisitions delivery on a monthly basis. Advertiser will wire Payment within 15 days after the last day of the billable month or according to payment terms decided. In the event Advertiser is more than 60 days past due in paying amounts owed, Advertiser is liable for attorney’s fees and other costs of collection. For each full week beyond the 60th day after the date of invoice reception, Advertiser is due to pay 2.5% interest of the full amount.
Advertiser agrees to notify Publisher whenever it experiences downtime that affects the performance of the Customer Acquisition Campaign atleast 48 hours in advance. In the event that the Advertiser’s site goes down during a campaign without any notification to the Publisher, Advertiser will compensate Publisher by the following process:
Identify when the downtime occurred.
Check server log of Advertiser (avg. subscriptions generated per hour 3 hours before errors started to occur and 3 hours after errors were resolved). Lost leads/sales would be determined by the average number of leads/sales generated per hour of normal service minus the average number of leads/sales generated during the downtime period multiplied by the number of hours of downtime.
Publisher will check the server log for avg. revenue generated per 3 hours before errors started to occur and 3 hours after errors were resolved. Lost revenue will be determined by the average number of revenue generated per hour of normal service minus the average # of revenue generated during the downtime period multiplied by the number of hours of downtime. Lost leads/sales would be the lost revenue divided by the payout per sale.
Advertiser will pay Publisher the average of the lost leads/sales estimate determined by Advertiser and the lost leads/sales estimate determined by Publisher.
Creative: Upon providing Creative to the Publisher, Advertiser hereby grants the Publisher a non-exclusive, non-transferable license to use the provided Creative and all elements thereof in the form provided by Advertiser solely for the purposes contemplated under this Media Purchase Order. Publisher reserves the right to reject Creative if deemed inappropriate and objectionable.
Cancellations: Either party may terminate this agreement for any reason with 2 business days prior written notice. In case of an emergency, Advertiser may terminate this agreement with 1 business day prior written notice but Publisher reserves the right to redirect all Advertiser traffic to other current Advertisers. For pre-paid Advertisers, Publisher will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).
Liability: NEITHER PUBLISHER NOR ADVERTISER SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, REGARDLESS OF THE FORM OF ACTION, AND IRRESPECTIVE OF WHETHER THE PARTY HAS ADVISED OR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.
Indemnification: Advertiser agrees to indemnify and hold Publisher harmless from and against any and all claims, demands, liabilities, expenses, losses, damages or attorney fees arising from any and all claims and lawsuits.
Publicity: Publisher shall have the right to reference and refer to its work for, and relationship with, Advertiser for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of both parties.
Governing Law: Any disputes arising from or relating to this contract will be resolved exclusively in the courts located in Chandigarh, India and in accordance with the laws of India, without regard to its conflict laws. The prevailing Party shall be entitled to an award of its reasonable costs and expenses, including attorneys’ fees, in any action or proceeding arising out of this Agreement.