Terms and Conditions

Terms and Definitions

1. Ad Tags: the code snippet inserted within the HTML code of the webpage where the Advertising is due to be displayed
2. Advertising: the content provided by the Advertiser to promote its product(s) on the Partner’s Media
3. Advertiser: a firm or individual who purchases advertising space and provides Advertising to Network N
4. 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 1998.
5. Effective Date: the date of this agreement
6. Initial Term: the first 3 months of the agreement beginning on the Effective Date.
7. 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.
8. 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.
9. Month where Revenue was Paid: the month where an Advertiser has paid Network N for the Advertising placed on the Partner’s Media.
10. 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.
11. Payment Day: the day that the Partner is paid the agreed proportion of Net Revenue Received as set out in the Advertising Representation Agreement.
12. Payment Invoice: a document detailing the proportion of Net Revenue Received due to the Partner, calculated in accordance with the Advertising Representation Agreement.
13. Reporting Platform: a platform to provide information and an estimate of revenue expectations, in advance of the Payment Invoice.
14. 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
15. 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.

License Grant

1. 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 this agreement.

Network N’s Obligations

1. Network N agrees not do anything that will harm the reputation of the Partner and will not make available any advertising space to the Advertiser that is not covered by this agreement without seeking prior approval from the Partner.
2. On the Effective Date, Network N shall grant the Partner login access to Network N’s Reporting Platform.
3. 1. no auto playing sound;
   2. no Advertising that conceals the content of the Media;
   3. no pop ups or pop unders;
   4. no Advertising that violate the AdSense Terms and Conditions;
   5. no Advertising that auto redirects the user; and
   6. no Advertising that breaks the layout of the page,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: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.

Partners Obligations

1. Based on the Advertising Representation Agreement, the Partner agrees to make available advertising space on every desktop page which displays content on each of the Media.
2. Based on the Advertising Representation Agreement, the Partner agrees to make available advertising space on every mobile page which displays content on each of the media.
3. The Partner agrees that the Advertising placed in accordance with clauses 4.1 and 4.2 can be refreshed at intervals of thirty, sixty or ninety seconds either at the request of the Partner or to increase ad performance.
4. 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.
5. 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.
6. 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 5 business days of receiving such a request in writing.
7. 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.
8. The Partner agrees to pass all advertising leads back to Network N and will place a link in the Privacy Policy of each of the 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 (except where that relationship is excluded from this agreement as stated in the Advertising Representation Agreement).

Billing & Payment

1. 1. Network N shall pay to the Partner the proportion of Net Revenue Received in accordance with the Advertising Representation Agreement.
   2. 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.
   3. Network N will provide the Partner with a Payment Invoice on the Payment Day.
   4. Network N shall not be liable for any payment based on:
      1. 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;
      2. Advertising delivered to end users whose browsers have the advertisements disabled; or
      3. impressions co-mingled with a significant number of fraudulent impressions or fraudulent clicks, or as a result of other breach of this Agreement by Partner.

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.

Communication and responsiveness

1. Network N and the Partner agree to respond to each other’s communications requests on a best-efforts basis.
2. 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 this agreement.

Data Protection

1. 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.
2. The Partner agrees to post a privacy policy on each of the Media indicating the terms under which the Partner collects data and its policy on sharing data provided by the users of the Media with third parties in compliance with the Data Protection Legislation. Failure to post a privacy policy that is satisfactory to Network N, in its reasonable discretion, or the Partner’s failure to abide by its posted privacy policy, will constitute a breach of this agreement.
3. For the avoidance of doubt, the Partner confirms that no Personal Data (where Personal Data has the meaning as defined in the Data Protection Legislation) belonging to the users of the Media will be transferred to Network N during the course of this agreement, except where such transfer has been agreed in advance in writing between the parties in accordance with the Data Protection Legislation.
4. 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

1. This agreement takes effect on the Effective Date and, subject to Clause 9, shall continue for the Initial Term and indefinitely thereafter unless:
2. The agreement 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
3. The agreement is terminated by either party giving at least three (3) months’ written notice after the expiry date of the Initial Term.

Termination

1. Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of its obligations under the agreement and (if such breach is remediable) fails to remedy that breach within 5 business days after receipt of notice in writing to do so;
   2. 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;
   3. 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
   4. 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 agreement has been placed in jeopardy.
2. 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 this agreement 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 this agreement immediately, upon written notice, if the Partner monetizes its ad-space through another third party or directly through negotiated transactions with the Advertiser (unless excluded as stated in the Advertising Representation Agreement).
3. If Network N terminates the agreement under clause 9.2, the Partner shall pay Network N, as liquidated damages, its proportion of Net Revenue Received for each day’s default prior to termination of the agreement. Such payment to be made by way of deduction by Network N from any payment due to the Partner.
4. The parties confirm that the liquidated damages set out in clause 9.3 are reasonable and proportionate to protect Network N’s legitimate interest in performance.

Representations, Warranties and Covenants

1. The Partner hereby represents, warrants and covenants that:
   1. All of the information provided by the Partner to enter into this agreement is correct and up-to-date;
   2. It is the owner or licensor of the Media
   3. Use of the Media by Network N or any Advertisers will not infringe upon any third party intellectual property rights;
   4. The Media does not and will not contain any content which violates any applicable law or regulation; and
   5. It has all necessary rights and authority to enter into this agreement and place Advertising, and authorise the placement of Advertising on the Media.

Indemnification

1. 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 this agreement.

Liability

1. 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.
2. 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.
3. 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 Agreement for:
   1. loss of profits;
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of anticipated savings;
   5. loss of use or corruption of software, data or information;
   6. loss of or damage to goodwill; and
   7. any indirect or consequential loss.
4. 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 agreement, 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.

Non-Solicitation

1. 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

General

1. Nothing in this agreement 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.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
3. Neither party shall be in breach of the agreement nor liable for delay in performing or failure to perform, any of its obligations under the agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
4. This agreement 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.
5. 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 this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
6. This agreement may not be amended, nor any obligation waived, except in writing signed by both parties hereto.
7. If any provision or part-provision of this agreement 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 this agreement.
8. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Governing law and jurisdiction

1. This agreement 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.
2. 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 this agreement or its subject matter or formation.