Affle – Publisher Terms of Service
- 1.1 “Advertising Asset” means any mobile/tablets/desktop site or application that provides Ad Inventory for marketing or promotion for any person, products or services
- 1.2 “Ad Inventory” means digital advertising inventory, including, without limitation, web, mobile, application and/or widget-based advertising inventory; provided, however, that an application may constitute Ad Inventory hereunder only if such application (i) provides the user with clear and conspicuous notice about all material functionality, (ii) obtains informed consent from the user prior to download/install, and (iii) allows the user to maintain control over his or her computing environment.
- 1.3 “Ad Tag” means any programming code or HTML, placed as is or via APIs or via a SDK (Software Development Kit), that requests AFFLE’s platform to serve an Ad Format.
- 1.4 “Ad Format” means a unit or units of advertising content served via the Ad Tag such as banners ads, native ads, video ads, install ads etc.
- 1.5 “Click Tracker Tag” means a click-tracking tag used by AFFLE hereunder to track a user’s “click”.
- 1.6 “Install Tracker” means a programming code, whether via a SDK (Software Development Kit) or server to server integration, used by AFFLE hereunder to track a user’s “Install on first open”.
- 1.7 “Advertiser” means any third party who uses AFFLE’s platform or services for enabling advertising campaigns for promoting their Advertiser Asset.
- 1.8 “Advertiser Asset” means any mobile/tablets/desktop site or application owned by the Advertiser being advertised using AFFLE’s platform or service on Partner’s Advertising Asset.
- 1.9 “Buying Model” means the payment method adopted for completion of an Objective (Clicks, Installs, Activations or Impressions). Buying models will consist of CPCV, CPV, CPC, CPI, CPA or CPM.
- 1.10 “CPCV” means cost per complete view.
- 1.11 “CPV” means cost per Visit.
- 1.12 “CPC” means cost per click.
- 1.13 “CPI” means cost per Install on first open.
- 1.14 “CPA” means cost per Acquisition where Acquisition could be a lead, pack activation etc.
- 1.15 “CPM” means cost per Impression.
- 1.16 “Term” has the meaning set forth in Clause 2 hereto.
3. Advertising Asset details:
4. Partner agrees to:
- a. Integrate AFFLE’s Ad Tags/ Ad Formats on all relevant Advertising Assets.
- b. Provide necessary support on integrating and testing AFFLE’s Ad Tags and Ad Formats.
- c. Represent and warrant that it will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any technology platform, code, software, services, interface, applications, solution, provided hitherto by AFFLE for provision of services under this agreement.
- d. Ensure Advertising Asset does not contain content or materials of any kind (including, but not limited to, text, graphics, images, photographs, sounds, etc.) that are illegal or objectionable (for example, materials that may be considered obscene, pornographic or defamatory).
- e. Not employ improper ways and means to deliver Objectives (Clicks, Installs, Activations or Impressions) using either manual cheats, specialized programs, code/s, script/s, bot/s, Trojan/s, emulator/s or other fraudulent methods. Not deliver Objectives by auto initiation of Video Views, Page Visits, Clicks, Activations and Installs and that these must be result of user initiated action. Partner acknowledges that if Partner uses any of the above mentioned improper ways and means to deliver any Objectives then AFFLE has the right to reject all payments where such improper ways and means are detected and/or reasonably suspected and has the sole right to terminate any outstanding order and black list the Media Company as the case may be for any future business.
- f. Participate in any joint press releases and marketing announcements, with prior approval from AFFLE.
5. AFFLE agrees to:
- a. Provide Party with reasonable technical support for the integration of Ad Tags.
- b. Ensure that Ad Tag shall not contain content or materials of any kind (including, but not limited to, text, graphics, images, photographs, sounds, etc.) that are objectionable (for example, materials that may be considered obscene, pornographic or defamatory).
- c. Represent and warrant that Ad Tags/Ad Format/Creatives does not infringe any third parties’ rights, including but not limited to patents, trademarks, copyrights, trade secrets, license or other proprietary rights.
- d. Provide online reports or reports on regular basis with details on completion of objectives such as Clicks, Installs, Activations or Impressions which shall be the basis of invoicing by the Partner. Such reports would not limit or in any way waive AFFLE’s rights to retrospectively report or detect any reasonably suspected improper ways and means of the Media Company which may be investigated at any time during the term of this agreement.
- e. Participate in any joint press releases and marketing announcements, with prior approval from both parties.
6. Invoicing and Payments:
- a. Invoice shall be raised by Partner to AFFLE at each month end for all deliveries during the previous month.
- b. Invoice will be based on the confirmation from AFFLE or actual delivery as reported by the AFFLE Platform, after adjusting for any refunds/reversals/adjustments as the case may be. All invoicing and payment terms would follow the norms of the IAB.
- c. If no discrepancy is reported to AFFLE by Partner within seven (7) calendar days from the date of receipt of campaign reports, the numbers will be considered as correct and final. Any discrepancy reported within 7 days as mentioned above is subject to be negotiated with evidence by both Parties.
- d. All Invoices shall be paid within thirty (30) days, from date of receipt of the final invoice after deduction of the withholding tax / levy as applicable.
- e. AFFLE would have the right to seek refunds/reversals/adjustments for any past fraudulent or improper ways reported/detected/suspected in accordance with this agreement and the Media Company or Partner would have to make such adjustments as per the written demand from AFFLE.
- f. This Agreement supersedes all prior agreements, insertion orders, written or oral, between the parties relating to the subject matter of this agreement. Internet Advertising Board – AAA/IAB Standard Terms and Conditions of Internet Advertising for Media Buys One Year or Less v3.0 section III ‘c’ (“IAB 3.0”) would be applicable for all orders made issued by AFFLE to the Media Company.
- g. Invoices will be raised with addition of taxes and levies as applicable from time to time as per government regulations
- h. In case of a campaign being paused, the applicable number for billing shall be as is reported by the AFFLE platform as of twenty four (24) hours after the pause request.
- i. The partner shall provide all required documents to process overseas payments from Singapore, as per applicable laws.
8. Indemnification and Limitation of Liability:
“Confidential Information” shall not include information that was known to a Party prior to the other Party’s disclosure, or information that becomes publicly available through no fault of the Party. Each Party shall hold in strictest confidence, shall not use or disclose to any third Party, and shall take all necessary precautions to secure any Confidential Information of the other Party. Disclosure of such information shall be restricted solely to employees, agents, consultants and representatives who have been advised of their obligation with respect to Confidential Information.
10. Intellectual Property Rights:
- a. Partner will retain all right, title and interest in and to its, or its licensees, copyright and other intellectual property rights (“IPR”) relating to the Partner’s Properties.
- b. AFFLE will retain all right, title and interest in and to its IPR provided such IPR is not created or generated for Partner and/or by using Partner’s IPR.
- c. Partner grants to AFFLE, during the term, a non-exclusive, non-sub-licensable, royalty-free, world-wide license to use, reproduce and display Partner logo and Partner branding (“Partner Marks”) in the form provided by Partner solely for the purposes of marketing the Ads.
- d. Upon the expiration or termination of this Agreement, each Party will cease using the IPR of the other.
- a. Each Party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term, all right, title and authority to enter into, and perform all of its obligations pursuant to, this Agreement.
- b. AFFLE warrants that it complies with, and shall continue to comply with, all applicable Singapore laws and regulations applicable to AFFLE’s performances under this Agreement.
- c. Parties warrant that use of each other’s IPR shall not infringe any third party rights.