Publisher Agreement

Marmalads has developed a dynamic yield optimization platform working across major demand sources, to optimize Publisher’s Ad revenue.

Please read this agreement carefully before registering for Marmalads SSP. Participation in its services indicates that you accept this agreement including any changes or modifications we may make. If you do not accept this agreement, please do not register or continue to participate.

Definitions:

“Account” means an account in which value is stored for Publisher, which value Publisher may be paid, in each case in accordance with this Agreement.

“Ad” or “Advertisement” means any advertisement the content of which an Advertiser or its licensor has produced, including but not limited to banners, buttons, videos, interstitials, and graphics, and that Marmalads causes to be served to any Publisher’s Site.

“Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances, and does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was lawfully given to the recipient by another party.

“CPM” means charging on the cost-per-thousand advertising model. The Publisher is paid when an Ad is displayed to a visitor to the Publisher’s Site/Application. Impressions are aggregated into groups of one thousand Impressions and payments are calculated and made for each one thousand Impressions.

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trade mark law, moral rights law, and all other similar rights.

“Privacy Policy” means the privacy policy, in respect of Your information, that is published on the Marmalads website and may be amended by Marmalads and from time to time.

“App/Site” means any online asset such as a Application/Website or device platform to which Marmalads serves any Ad.

“Tag” is a collection of a few lines of code inserted within the source code of the web page support, and — in the majority of cases — placed where the advertisement will appear (for the simple formats).

“Visitor” means a unique, individual, human, end-user visitor to a Site, as determined by Marmalads tracking technology.

“Company HTML Insertion Code” means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher’s Site(s) and Application(s).

“Company Network” means the advertising network owned and operated by Company.

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Site(s).

“Publisher site/app” is any website/application belonging to a Publisher as defined herein, having been accepted as such by one or several Advertisers, and which can include, within the framework of Programs or Campaigns, links directing Internet users to Advertiser sites.

1. Publisher’s Terms and Conditions

Marmalads AG, Baarerstrasse 82, 6300 Zug, Switzerland (hereinafter referred to as the “Company”) is a full-service advertising network that provides advertising and marketing consulting services, mass media market analysis, and buying advertising space.

The Publisher (hereinafter referred to as the “Publisher”) is a natural or legal person having contracted with or able to contract with the Company’s platform via the registration form, in order to commercialize all or part of the advertising space on the site(s), application(s), game(s) that they perform, (hereinafter collectively referred to as the “Parties” and each individually as the “Party”).

The Publisher desires to sell and the Company desires to purchase certain of the Publisher’s products and services in accordance with the terms set forth in this Agreement. NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

2. Payment terms and Conditions

2.1 Net 60

The Publisher can get the total earning obtained during 60 days period after each month. The payment will be counted for the actual number of impressions approved by Marmalads and served on the Publisher’s inventory.

Prior that, Marmalads receives the payment from the advertiser on the Publisher’s behalf.

There is a minimum limit of payment established for the Publisher that accounts for $100.00 via the Paypal and $1000.00 via the Wire Transfer. In order to receive the payment it is important to be sure the sum has reached essential minimum level on the Publisher’s account.

Kindly note that Publisher is responsible for paying the taxes, bank and PayPal fees, duties and other governmental charges and any related penalties and interest arising from the payouts to the Publisher.

2.2. Currency

Unless otherwise noted, all payments shall be made in US Dollars.

2.3. Party Functions

The Marmalads party functions as AdExchange, therein it depends on the Advertisers to proceed the payment before Marmalads will be able to pay the Publisher.

From its part Marmalads will make all possible efforts to ensure the payment share that belongs to the Publisher is paid in time.

Marmalads can’t be held accountable for the purchases committed by Advertiser, thus can’t guarantee that Publisher’s inventory will be purchased.

Accordingly, payment for the display of each Advertisement is strictly subjected to and conditional upon the payment of fees for the same Advertisement («Ad revenue») by the relevant Advertiser. Same way, the payment procedure for the advertisement display is subjected to the fees and «Ad revenue» fees payment by Advertiser.

Thus, Marmalads should not be kept liable for the full payment in case some segment of it wasn’t provided by the Advertiser. In other words, the Publisher must accept that Marmalads is not responsible for the insufficient Ad revenue delivered from the Advertiser to the Publisher through the system.

2.4 Role of the Company

The Publisher needs to acknowledge the fact that Marmalads operates only as a service provider and as the agent for Advertisers.

Marmalads can be accountable only for the revenues actually obtained from the Advertiser which represent funds that can be immediately obtained.

Marmalads fully embraces the responsibility to control the billing process and the procedure of payment collection from the Advertiser to make it timely and unobstructive.

The right to quit the payments can be reserved by Marmalads in cases the terms and conditions of service were severely violated by Publisher.

The clicks on the ads are not subjected to payment by Marmalads and will not bring the revenue to the Publisher.

2.5 Obtaining the Invoice

If the Invoice is submitted by Publisher. The Publisher should pay attention to the Invoice and indicate the right period of billing in it. Invoicing is taking place monthly, it should indicate the time period following the month after delivery.

Only actual delivery-based Invoices are taken into consideration, the contracted numbers in the Invoices are not regarded. When 60 days of receipt pass, all Invoices obtained by Marmalads will be considered correct and valid by default. In some cases Marmalads may recognize the Invoice as invalid or inaccurate and notify the Publisher about it by email to resolve the issue.

In case the Publisher doesn’t provide own Invoice Marmalads will make determination of the Publisher’s balance on the first day in month after the previous.

Such determination is due to calculation by the Marmalads tracking system which counts in the traffic provided. The resulting sum will be displayed at Marmalads system.

In case the Publisher doesn’t agree with the calculations the dispute should be submitted within 60 days after the last day in the month. In case the payment was not subjected to dispute during that period it automatically attributed to correct and final.

2.6 Disputes

The Invoicing issued by Publisher. In case The Invoicing was issued by Publisher and Marmalads disputes the all or only the section of it, Marmalads is paying the undisputed Invoice part. The section that is due to disputing should be subjected to the negotiation. During the negotiation Marmalads and the Publisher come to the resolution, after that Marmalads pays its share on disputed section

The Invoicing not issued by Publisher. If the Publisher wants to dispute all or only the section of balance calculated by Marmalads which has been determined with a Marmalads tracking system, Marmalads is paying the undisputed Invoice part.The section that is due to disputing should be subjected to the negotiation. During the negotiation Marmalads and the Publisher come to the resolution, after that Marmalads pays its share on disputed section.

2.7 Taxes

The Publisher is fully responsible for paying own taxes and the consequences of dealing with them, Marmalads thereof cannot be held accountable for such matters. Marmalads will provide the Publisher with all necessary information concerning the taxation procedures.

2.8 Fraud

In case Marmalads finds out that the level of fraud in served impressions exceeds 10% the invoice payments can be cancelled and suspended. The suspended payments will be considered frozen till the case is not investigated and the mutual decision is not found by the parties. In section 4 more detailed information can be found.

3. Term Termination

3.1 Term

Subject to the early termination rights of either party herein, the term of this Agreement shall be 1 year from the date first written above; and it shall renew automatically for subsequent one-year periods unless either party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the Agreement.

3.2 Termination by the Company

The Company may terminate this Agreement (a) in the event of the Publisher’s material breach of this Agreement, upon forty-eight (48) hours’ notice to the Publisher if such breach remains uncured after the expiration of such forty-eight (48) hours’ notice period; (b) for convenience without cause, on thirty (30) days prior written notice to Publisher; (c) immediately upon the Company’s notice to the Publisher of the Company’s reasonable determination that Publisher or its End-Users are using or are likely to use the Network in such a manner that could damage or cause injury to the Network or otherwise reflect unfavorably on the reputation of the Company which can be the case, without limitation, when the Ad is placed in illegal or discriminatory context; or (d) as otherwise agreed by mutual determination by both Parties.

3.3 Termination by the Publisher

The Publisher may terminate this Agreement: (a) in the event of the Company’s material breach of this Agreement, upon ten (10) days’ notice to the Company if such breach remains uncured after the expiration of such ten (10) day notice period; or (b) upon fifteen (15) days’ notice to the Company, upon receipt of notice from the Company of its intention to raise Fees pursuant to sections of this Agreement and before the new Fees go into effect or (d) as otherwise agreed by mutual determination by both Parties.

4. Fraudulent activity

Advertising fraud is typically done by creating fake ad traffic using content-scraping websites or other environments, launching ads outside of a user’s view, or creating other fictitious mechanisms for delivering ads that are not seen by consumers. Malicious Fraud are bots or botnets, ghost sites, ad stacking, purchased traffic, mobile SDK Overlap, iFrame/1×1 Pixels.

Publishers that commit fraudulent activities may result in non-payment, removal from the network, and/or additional legal action.

The Company reserves the right to require Publishers to provide server log files upon request. The Company has several fraud mechanisms at their disposal that will detect most forms within a few days of the initial activity.

Publishers agree to not artificially inflate traffic counts using a program, script, device, or other means.

Excessive page reloading or any other abuse of the Company’s system could result in legal action. Without limiting the foregoing, the following methods of generating visitor interest are unacceptable to the Company and may be grounds for dismissal from the Network:

Use of unsolicited email or inappropriate newsgroup postings to promote App/Web/Wap site(s).
Auto-spawning of browsers.
Automatic redirecting of users.
Clicking on own advertisement.
Blind text links.
Misleading links or any other method that may lead to artificially high numbers of impressions or clicks.
Publishers are prohibited from offering any kind of incentive, including but not limited to cash, credits, loyalty points or any such rewards in an attempt to generate results or in securing leads. If a Publisher is found incentivising offers they may result in removal from the network, and/or additional legal action.

5. Advertisement materials

Company shall provide all Advertising Material to Publisher via servers of Company. Publisher shall obtain the Advertising Materials from the Company services at the time of delivery the Advertising Materials for a specific advertisement. If Publisher is unable to obtain the Advertising Materials from the Company servers on a consistent basis, Publisher shall cease delivering Advertising Material and shall contact Company promptly, but in no event more than one business day after the problem first occurred. Publisher shall not resume the display of Advertising Materials until Company directs Publisher to do so. In the event of a persistent outage of the Company servers, Company may, at its option, provide Publisher with the Advertising Materials directly, and may direct Publisher to serve the Advertising Materials from its servers.

6. Prohibited Content

All publishers using the Company’s platform are required to adhere to these content guidelines. Company reserves the right to update the guidelines at any given point in time and it is the publisher’s responsibility to get updated with the latest content guidelines. By continuing to use the Company’s platform the Publisher agrees to abide by the current version of content guidelines. Content guidelines apply to all content in the app and wap.

Prohibited content includes:

Gambling apps or websites
Content featuring Weapons
Birth Control, Fertility and Abortion
Alcohol
Tobacco
Dating apps
Incent Model — Incent Alone Model and Incent with Content Model
UGC & CGM Content — UGC/CGM content on any site that monetize with us should comply to the general applicable content and behavior policy
Violence
Assault/Rape
Injury to human beings
Injury to animals
Blood and dismemberment, human beings
Blood and dismemberment, animals
Torture or killing of human beings
Torture or killing of animals
Obscenity and sexual material
Nudity (exposed breasts, visible genitalia, exposed buttocks)
Obscured or implied sexual acts
Explicit sexual language
Explicit sexual acts
Visible sexual touching
Anti or Hateful Speech — App contains/promoting violence or advocating against a particular group is not permitted. This includes but is not limited to groups identified by their: race or ethnic origin, color, national origin, religion, political association, disability, age, veteran status, sexual orientation/gender identity
Drugs — Content promoting drugs and drug paraphernalia. This includes drug accessories, illegal drugs, and herbal drugs such as salvia and magic mushrooms.
Downloading Copyrighted content like Music, Videos, Softwares etc
Apps or website helps in downloading contents in form of torrents are prohibited.
Sites displaying child pornography and zoosexuality, or contain links to such content
Libelous or defamatory sites
Sites containing or linking to software piracy
Software trading (warez) sites
Sites containing or linking to any forms of illegal activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.)
Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
Sites promoting any types 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 types of illegal substance or paraphernalia or activity sites with illegal, false or deceptive investment advice and money-making opportunities
Sites that are under construction or incomplete
Visitors are misled on the Sites
Sites with any types of content reasonable public consensus deems to be improper or inappropriate

Marmalads restrictively allows monetization on medical related apps/websites in countries permitted by law.

Any violation of these rules will result in immediate removal from the Marmalads supply-side platform. Your account will be cancelled and your payment will be null and void.

7. Representations and Warranties

Each of Publisher and Company represents and warrants to the other party that:

it holds all rights necessary to perform its obligations hereunder;
all information provided by it to the other party is complete, correct and current;
it will operate in accordance with all applicable privacy policies and all applicable laws, rules, and regulations, including without limitation, applicable privacy and data security laws, rules, and regulations (including, without limitation, with respect to use of all Publisher Data).

Publisher further acknowledges that Publisher is solely responsible for being familiar and in compliance with any laws of any jurisdictions applicable to Publisher that may prohibit Publisher from either providing Publisher Data to the Company or allowing the Company to utilize the rights in the Publisher Data granted to it hereunder. Publisher represents, warrants, and covenants that the Publisher Sites are not directed to children under 13 years old and that no portion of the Publisher Data has been or will be collected in connection with any site, application, advertisement or other online service directed towards children under 13 years old. You further represent and warrant that you own or are otherwise authorized to use, and are solely responsible for, the Content posted on any of your Publisher Sites and you hold, and hereby grant to us, all rights necessary for us to perform our obligations hereunder.

8. Limitation of liability

You expressly understand and agree that we shall not be liable for any direct, indirect, spacial, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use data or other intangible loss (even if we have been advised of the possibility of such damages), resulting from or arising of:

the use of or the inability to use the service;
the cost to obtain substitute goods and/or services resulting from any transaction entered into on through the service;
unauthorized access to or alteration of your data transmission;
statements or conduct of any third party on the service, or any other matter relating to the service.

In some jurisdictions, it is not permitted to limit liability and therefore such limitations may not apply to you.

Merchant will not sell, purchase, provide, exchange or in any other manner disclose Account or Transaction data, or personal information of or about a Cardholder to anyone, except, it’s Acquirer, Visa/Mastercard Corporations or in response to valid government demands.

9. Data Protection

9.1 Data Subject Rights

It is agreed that where either party receives a request from a Data Subject in respect of Personal Data controlled by such Party, then such Party shall be responsible to exercise the request, in accordance with Data Protection Laws.

9.1 Personal Data Transfers

Transfers of Personal Data Out of the European Economic Area. Either party may transfer Personal Data outside the European Economic Area if it complies with the provisions on the transfer of personal data to third countries in the Data Protection Laws (such as through the use model clauses or transfer of Personal Data to jurisdictions as may be approved as having adequate legal protections for data by the European Commission.

9.2 Protection of Personal Data

The parties will provide a level of protection for Personal Data that is at least equivalent to that required under Data Protection Laws. Both parties shall implement appropriate technical and organizational measures to protect the Personal Data. In the event that a party suffers a confirmed Security Incident, each party shall notify the other party without undue delay and the parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident.

10. Confidentiality /Privacy policy

10.1 Privacy Policy

Each party shall include conspicuously on its Site(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Site(s).

10.2 Confidentiality

Publisher agrees that the Client List is sensitive and highly confidential information that it shall use solely for its performance under this Agreement, and that it and its officers, employees, directors, members, agents and representatives shall not disclose it to any other party for any purpose without the prior written consent of Company. Publisher shall ensure that each of the persons or parties in the previous sentence have signed confidentiality agreements with Publisher consistent with the aforesaid sentence before it may disclose the Client List to them. Notwithstanding the previous two sentences, however, Publisher may disclose to any third party the existence of its relationship with Company; but it cannot disclose the Client List or the existence or nature of Company’s relationship with any Advertisers included in the Client List. Publisher’s obligations under this paragraph shall continue indefinitely following the date of termination of this Agreement.

11. Intellectual Property Rights and License

Company 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.

12. Indemnification

You agree to indemnify and hold us harmless, our subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders from any claim or demand, including reasonable attorney’s fees, that may be made by any third party, that is due to or arising out of your conduct or connection with this web site or service, your provision of Content, your violation of this Terms and Conditions or any other violation of the rights of another person or party.

13. Disclaimer of Warranties

The services and the company’s data are provided “as-is” and as available. To the extent permitted by applicable law, we expressly disclaim any warranties and conditions of any kind, whether express or implied, including, but not limited to, the terms, warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.

14. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the US without regard to any conflict or choice of law principles. The parties agree that any disputes arising out of or in connection with this Agreement shall be exclusively settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in the US and shall be conducted in the English Language. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. Nothing contained herein shall prevent Marmalads from applying to any court of law in order to obtain injunctions, equitable relief or any equivalent temporary remedy, against the other party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement.

15. Force Majeure

Neither party shall be liable to the other party for any delay or failure in performance under this Agreement arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of regulatory agencies, or national disasters.

16. Information, Support, Questions

If you have any questions or comments concerning the Agreement, you are most welcome to send us an email to info@marmalads.com.