Partner Terms and Conditions
- Terms and Definitions
Ad Tags: the code snippet inserted within the HTML code of the webpage where the Advertising is due to be displayed
Advertising: the content provided by the Advertiser to promote its product(s) on the Partner’s Media
Advertiser: a firm or individual who purchases advertising space and provides Advertising to Network N
Advertising Space: the advertising space to be made available by the Partner as set out in the Advertising Representation Agreement
Contract: the contract between Network N and the Partner for advertising representation services, in accordance with the Advertising Representation Agreement and these Partner Terms and Conditions.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018; and (iii) where applicable the California Consumer Privacy Act and the Children’s Online Privacy Protection Act (“COPPA”).
Fraudulent Impression: an Impression that results from an intentional deceptive practice designed to manipulate legitimate ad serving or measurement processes or to create fictitious activity that lead to inflated Impressions.
Impression: a single instance of a digital display ad being displayed on the Media.
Insertion Order: the signed agreement between Network N and an Advertiser which includes, but is not limited to, information regarding the total number of advertisements, geographical targeting and the type and size of the units.
IVT: means invalid traffic, including but not limited to clicks or Impressions generated by Partner clicking their own live ads, repeated ad clicks or Impressions generated by one or more users, where the Partner has encouraged clicks on their ads, and automated clicking tools or traffic sources, robots or other deceptive software. Invalid traffic will be measured using software provided by MOAT or IAS, or other such solution as Network N may use from time to time.
Media: the platform(s) owned and operated by the Partner, to include but not limited to, websites, apps, social media and video content, as set out in the Advertising Representation Agreement together with such additional media as agreed between the Parties from time to time.
Month where Revenue was Paid: the month where an Advertiser has paid Network N for the Advertising placed on the Partner’s Media.
Net Revenue Received: the revenue received by Network N in respect of placing the Advertising on the Media after deducting any direct costs associated with such placement.
Payment Day: the day that the Partner is paid the agreed proportion of Net Revenue Received as set out in the Advertising Representation Agreement.
Payment Invoice: a document detailing the proportion of Net Revenue Received due to the Partner.
Reporting Platform: a platform to provide information and an estimate of revenue expectations, in advance of the Payment Invoice.
Source of Earnings: the advertising type that the revenue was generated from, to include but not limited to; core display advertising, programmatic display advertising, content promotion, video revenue, social promotion, retargeting revenue.
Viewability: the measurement metric that determines whether a digital display ad had the opportunity to be seen, as set out in the Internet Advertising Bureau UK guidelines as updated from time to time.
- The Parties hereby agree that Network N shall have the exclusive right to represent the Partner worldwide with respect to the placement of Advertising on the Media, during the term of the Contract.
Network N’s Obligations
- Network N agrees not do anything that will harm the reputation of the Partner and will not make available any advertising space to an Advertiser that is not covered by the Contract without seeking prior approval from the Partner.
- On the Effective Date, Network N shall grant the Partner login access to Network N’s Reporting Platform.
Subject to clause 12.1, Network N shall use reasonable skill and care not to place any Advertising on the Media that violates the agreed rules of engagement as set out in this clause 3.3:
- no auto playing sound;
- no Advertising that conceals the content of the Media;
- no pop ups or pop unders;
- no Advertising that auto redirects the user; and
- no Advertising that breaks the layout of the page,
except where the Partner has provided written consent that such content be placed on the Media. If
Network N becomes aware that these rules have been violated it will block the relevant Advertising as
soon as is reasonably practicable.
- Network N shall place and manage all Advertising through its ad-server and will be responsible for all aspects of ensuring Advertising is placed properly, on time, and targeted in accordance with the Insertion Order or other agreement made between Network N and the Advertiser. Network N shall seek the Partner’s prior approval for any Advertising that imposes upon the Partner obligations to the Advertiser other than to provide advertising space, such approval not to be unreasonably withheld.
- The Partner shall use reasonable endeavours to integrate with Network N’s systems, as notified to the Partner by Network N, by the end of the Onboarding Period.
- The Partner agrees to make available the Advertising Space on every page which displays content on each of the Media.
- The Partner agrees that the Advertising placed in accordance with clause 3.4 can be refreshed at intervals, either at the request of the Partner or for the purposes of increasing Advertising performance.
- The Partner shall use reasonable endeavours to meet the Viewability Target. If the Partner does not meet the Viewability Target, Network N will require the Partner to change its Media in order to improve Viewability. The Partner agrees to make any such changes within 7 days of receiving such a request in writing.
- The Partner shall be responsible for meeting the Minimum IVT % on each of the Media. Where Network N detects that the Minimum IVT % has been exceeded it shall notify the Partner who will have 30 days to reduce the IVT. If the IVT remains above the Minimum IVT % then Network N shall be entitled to reduce the proportion of Net Revenue Received due to the Partner in accordance with clause 5.5 until such time as the Minimum IVT % is met.
- When required and upon reasonable notice the Partner shall work with Network N and, if it appears necessary, Network N will request the Partner to work with the Advertiser, with whatever details the Advertiser or Network N requires to ensure that the Advertising runs in accordance with the applicable Insertion Order.
- The Partner agrees that Network N may use the Partner’s details for the purpose of completing any documentation required by third party ad vendors to enable the monetisation of the Media through programmatic platforms.
- From time to time Network N may require the Partner to make changes to its Media to enable compliance with external policies and emerging technological standards in respect of the placement of Advertising. The Partner agrees to make such changes to the Media within 7 days of receiving such a request in writing.
- The Partner shall place the Ad Tags on the Media in accordance with this agreement. The Partner shall not alter or amend the Ad Tags.
- The Partner agrees to pass all advertising leads back to Network N and will place a link on the footer of the each Media that will refer to “Network N Ltd” as the advertising partner and give Andrew Church ([email protected]) as the sales contact for advertising activity.
Billing & Payment
- Subject to clause 5.4 and 5.5, Network N shall pay to the Partner the proportion of Net Revenue Received in accordance with the Advertising Representation Agreement.
- Such payment will be made in full and cleared funds to the bank account nominated in writing by the Partner. Network N shall have no liability to account to the Partner for Net Revenue Received unless and until Network N has received payment from the Advertiser.
- Network N will provide the Partner with a Payment Invoice on the Payment Day.
Network N reserves the right to withhold payment to the Partner or obtain a refund of any payment in the
event of any breach of this clause 5.4 either directly or indirectly by the Partner.
- any Fraudulent Impressions generated by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on any Advertising, as reasonably determined by Network N;
- Advertising delivered to end users whose browsers have the advertisements disabled; or
- Impressions co-mingled with a significant number of Fraudulent Impressions or fraudulent clicks; or
- as a result of other breach of the Contract by Partner.Network N shall not be liable for and the Partner shall not be entitled to any payment based on:
- Where the Partner has exceeded the Minimum IVT % under clause 4.5, Network N shall reduce the proportion of Net Revenue Received due to the Partner in line with the number of Fraudulent Impressions generated as a result of the IVT over the Minimum IVT %. The number of Fraudulent Impressions shall be based on the actual traffic to Impression rate on each Media. Unless otherwise stated, Network N will assume an actual traffic to Impression ratio of 1:3.
Communication and responsiveness
- Network N and the Partner agree to respond to each other’s communications requests on a best-efforts basis.
- If the Partner fails to respond to a communication from Network N within a seven (7) day period then that will be deemed a material breach of the Contract.
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
In compliance with the Data Protection Legislation, the Partner must:
- obtain the necessary consents to share such data, including consent for the collection, sharing and use of personal data for personalisation of advertisements, and where necessary, obtaining such consent from parents or legal guardians of children in accordance with applicable Data Protection Legislation.
- For the avoidance of doubt, Network N shall be acting as a Data Controller and will not be processing Personal Data (where Personal Data has the meaning as defined in the Data Protection Legislation) on behalf of the Partner during the course of the Contract.
- The Partner agrees to indemnify and keep indemnified and defend at its own expense Network N against all costs, claims, damages or expenses incurred by Network N or for which Network N may become liable due to any failure by the Partner or its employees or agents to comply with any of its obligations under this clause 7.
Term & Renewal
The Contract takes effect on the Effective Date and, subject to Clause 9, shall continue for the Initial Term and indefinitely thereafter unless:
- the Contract is terminated by either party giving at least one (1) months prior written notice to expire on the expiry date of the Initial Term; or
- the Contract is terminated by either party giving at least three (3) months’ written notice.
- The Contract takes effect on the Effective Date and, subject to Clause 9, shall continue for the Initial Term and indefinitely thereafter unless:
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Network N, in its sole discretion, may terminate and suspend all Advertising on the Media or any portion thereof at any time if it reasonably believes there has been a violation of the terms set forth in the Contract or for any other reason that Network N reasonably believes may adversely affect its Advertisers or the integrity of its network. Furthermore, Network N may terminate the Contract immediately, upon written notice, if the Partner monetizes its ad-space through another third party or directly through negotiated transactions with the Advertiser (unless agreed in writing in advance by Network N).
- If Network N terminates the Contract under clause 9.2, Network N shall be entitled to retain the proportion of Net Revenue Received for each day’s default prior to termination of the Contract from any payment due to the Partner.
- In the event that the Partner has been paid a proportion of Net Revenue Received prior to termination under clause 9.2, Network N shall have the right to recover on demand the payments made relating to such default.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
Representations, Warranties and Covenants
The Partner hereby represents, warrants and covenants that:
- All of the information provided by the Partner to enter into the Contract is correct and up-to-date;
- It is the owner or licensor of the Media;
- Use of the Media by Network N or any Advertisers will not infringe upon any third party intellectual property rights;
- The Media does not and will not contain any content which violates any applicable law or regulation; and
- It has all necessary rights and authority to enter into the Contract and place Advertising, and authorise the placement of Advertising on the Media.
- The Partner hereby represents, warrants and covenants that:
- In addition to its obligations under clause 7.6, the Partner and its successors and assignees shall indemnify, defend, and hold harmless Network N, its affiliated companies, and its successors and assignees from and against any and all: demands, judgments, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the rights of any other person or organisation), obligations, liabilities, damages, fines, recoveries and deficiencies, including without limitation interest, penalties, reasonable legal fees and costs (collectively, “Losses”) in connection with a claim, action, suit or proceeding made, brought or commenced by a third party other than an affiliated company of Network N (each, a “Claim”), that Network N may incur or suffer, which arises, results from, or relates to a breach by the Partner of any of its representations, warranties or covenants set forth in the Contract.
- The Partner acknowledges that Network N is not able to control the content of all Advertising and therefore shall not be liable for the content of any Advertising placed on the Media.
- Nothing in these terms shall limit or exclude Network N’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation.
Subject to Clause 12.2, Network N shall not be liable to the Partner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
- Subject to Clause 12.2, Network N’s total liability to the Partner, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to a monetary value equal to the proportion of the Net Revenue Received due to the Partner within the preceding twelve (12) months.
- The Partner agrees that during the term and for twelve (12) months thereafter, it will not solicit, induce, recruit, encourage other companies to recruit or encourage any employees of Network N or its subsidiaries to leave their employment, take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Network N or its subsidiaries
- Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clause 4.5.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- The Contract may not be amended, nor any obligation waived, except in writing signed by both parties hereto.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or by email to the address specified in the Advertising Representation Agreement. Any notice or other communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address or if sent by pre-paid first class post or other next working day delivery service, at 9am on the second business day after posting or at the time recorded by the delivery service or if sent by email at 9am on the next business day after transmission.
Governing law and jurisdiction
- The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Appendix 2 – COPPA
Partner acknowledges that if its Media knowingly collects personal information from children residing in the United States (as all terms are defined by COPPA), Partner is responsible for compliance with COPPA. Partner further acknowledges that its requirements under COPPA differ depending on which of the following categories applies to Partner’s Media:
- Primarily child-directed. The Media’s primary target audience is children under the age of 13.
- Mixed audience without age gate. The Media is directed to children but its primary target audience is people who are at least 13 years old, and the Media has a significant number of teen and child users.
- General Audience. The Media is aimed at a general audience, and does not have a primary audience of children or teenagers; rather, the content is targeted to users of all ages or to an adult audience.
- Partner agrees to use good faith judgment in determining into which of the above categories Partner’s Media should be included, and to communicate that category, as well as any subsequent updates to that category, immediately to Network N. Partner acknowledges that because Network N collects information from Partner’s site in the course of providing services to Partner, that Network N must also comply with COPPA where applicable. Partner agrees to provide Network N with reasonable assistance in determining Partner’s Media category under COPPA, including responding completely and accurately to Network N’s COPPA questionnaires and allowing for reasonable audits of Partner’s children’s privacy practices from time to time, as Network N deems appropriate.
- Partner acknowledges that Network N has the right, in addition to soliciting Partner’s representations regarding the category of Media it operates, to perform its own assessment of Partner’s Media and the category within which it falls. If there is a conflict between the parties regarding the category of the Media, the parties agree to work together in good faith to come to an agreement on the category.
Network N and Partner agree that Partner’s Media falls into the following category:
- Primarily child-directed
- Mixed audience without age gate.
- General Audience.
Based on the category selected above, Partner agrees to the following additional terms, as applicable.
- This website is intended for a general audience and not for children under the age of 13. If we become aware that we have collected “personal information” (as defined by the United States Children’s Online Privacy Protection Act) from children under the age of 13 without legally valid parental consent, we will take reasonable steps to delete it as soon as possible. We also comply with other age restrictions and requirements in accordance with applicable local laws.
- Partner acknowledges and agrees that this appendix is not a substitute for obtaining independent legal advice regarding Partner’s obligations under COPPA.
- In the event that Partner: (1) knowingly or recklessly misrepresents the category of its Media to Network N; (2) fails to immediately inform Network N of known users on Partner’s Media under the age of 13; (3) fails to immediately notify Network N in the event that it believes its Media category has changed; or (4) violates the terms of this Appendix and/or COPPA, in addition to its obligations under clause 7.6 and clause 11 of the Terms and Conditions, Partner agrees to fully defend any claim, suit, or governmental action brought against Network N by an unaffiliated third party arising from Partner’s breach of this provision (“COPPA Claim”) and pay costs and damages (including reasonable attorneys’ fees) finally awarded against Network N or agreed in settlement by Network N directly attributable to such COPPA Claim and will bear all reasonable costs of the investigation and defense of the claim. Notwithstanding the foregoing, Partner will have no defense or indemnification obligations for a COPPA Claim, and no liability of any other kind, based on claims, losses, or damage arising from Network N’s breach of this Appendix or COPPA
Network N Ltd.
Circus Mews House, Circus Mews, Bath, BA1 2PW, UK
Telephone: (+44) 01225 531631