APPLY TO JOIN: I ACCEPT THESE TERMS
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE TOON MEDIA AD NETWORK PROGRAM. PARTICIPATION IN THE TOON MEDIA AD NETWORK PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE TOON MEDIA AD NETWORK PROGRAM.
This agreement (“Publisher”) by and between Publisher and Inrcom Inc. (“Toon Media”) (together, the “Parties”) consists of these Terms and Conditions and the accompanying attachments, which are incorporated in full by this reference. “You” and “publisher” means any entity identified in the enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
1. Overview
Toon Media is an advertising network focused on the anime, manga, cartoon, and gaming vertical. Toon Media may provide you with advertisements to place on your Web Site or Blog and shall share with you revenues generated by such advertisements. Membership in the Toon Media network is subject to approval. Toon media reserves the right to refuse service to any new or existing publisher for any reason, in its sole discretion without liability.
2. Advertising Services
Publisher hereby grants Toon Media and its assigned sales agents the worldwide rights, but not the obligation, to sell Premium Ad-units residing on Publisher sites. Premium Ad-units are defined by Toon Media as advertisements that are above the fold
Toon Media shall select and serve marketing messages in the form of banners, text links, video streams, pre-rolls, headline links, sponsorships, buttons and other such creative units determined by Toon Media and its advertisers into the Publisher Website(s) and share a percentage of revenue resulting from advertisers paying for such Advertising with Publisher according to the terms described Section 4 (“Publisher Responsibilities”) and in Section 6 (“Compensation and Revenue Share”) of this Agreement.
Advertising shall include all or some portion of the following items but shall not be limited to: Banners, display, text, video, in the form of 728x90, 300x250, 120x600, and 160x600 pixels and other units requested by advertisers.
3. Publisher Reponsibilities
Publisher agrees to:
i) Display Advertising on pages of the Publisher Website(s) subject to Toon Media’s approval and the terms of this Agreement;
ii) Make Advertising provided to Publisher by Toon Media prominent on the Publisher Website(s) and appear on the Publisher Website(s)’ first visible page (i.e., above the “fold”);
iii) Implement all tags, formatting and code necessary in order for Toon Media to exercise its rights under this Agreement;
iv) Obtain Toon Media’s approval of the placements and targeting of the Advertising at all times and all references to Toon Media in the Publisher Website(s);
v) Ensure to not take place in any deceptive or Prohibitive Conduct as outlined in Section 7.
vi) Not place Advertising on any URLS without prior written approval by Toon Media, not to alter, copy, modify, take, sell, re-use, in any manner any Advertising, not use auto spamming browsers, forced clicks or in any way induce persons to click on Advertising based upon incentives not intended to be associated with the advertisement.
vii) Ensure that publisher content does not contain any Prohibited content, as outlined in Section 8.
viii) Allow Toon Media to gather and use behavioral targeting data on Publisher website(s).
viii) Allow Toon Media to advertise, promote, and publicize Publisher and Publisher Website(s) as being part of the Toon Media network; Publisher may opt-out Publisher Website(s) from such promotions completely, or partially via a written notice. Publisher understands that this may reduce the campaigns that will be able to run on Publisher Website(s).
ix) Toon Media reserves the right to remove Publisher website(s) from the Toon Media network without providing Publisher with prior notice;
x) Take commercially reasonably measures to maintain the web server supporting the Publisher Website(s) in order to ensure that the Publisher Website(s) are available twenty-four (24) hours a day, every day of the year;
xi) Properly place Toon Media Quantcast measurement tags on Publisher Website(s). If requested, signing traffic assignment letters from Nielson/NetRatings and comScore Media Metrix to assign Publisher Website(s) traffic to Toon Media;
4. Toon Media Reponsibilities
Toon Media agrees to:
i) Identify and integrate the Publisher as a member of the Toon Media Network;
ii) Sell and place Advertising on the Publisher Website(s) pages; and
iii) Share such revenue received by Toon Media from advertisers for Advertising placed on the Publisher Website(s) by Toon Media with Publisher consistent with the provisions of Section 6 (“Compensation and Revenue Share”) of this Agreement.
iv) Toon Media shall advertise, promote and publicize Publisher and Publisher Website(s) as being part of the Toon Media network in areas, that may include but shall not be limited to:
a) Placement on the Toon Media network; or
b) In press releases, or other communication;
5.Compensation and Revenue Share
In consideration of the obligations to be performed by the Publisher under the terms of this Agreement, Toon Media agrees to compensate the Publisher as follows:
a. Revenue Share
Net Advertising Revenue received by Toon Media from third-party advertisers for Advertising placed on the pages of the Publisher Website(s) shall be shared by Toon Media and Publisher on the following basis: Fifty percent (50%) to Toon Media and fifty percent (50%) to Publisher. “Net Advertising Revenue” shall be defined as gross revenues, less agency fees, Adify fees, charge backs, bad debt, distribution fees, brand research, refunds and other such offsets.
b. Payment Amount
Toon Media, or our third party payment provider, shall remit to Publisher a monthly payment based on revenue earned (“Payment Amount”). Accrued amounts of $50.00 USD or above shall be paid on a NET 30 basis, provided that payment from Advertiser has been received by Toon Media. Any amounts below $50.00 shall rollover into the following month.
c. Additional Information
i)
Toon Media uses the Adify technology platform, who provides the reporting regarding revenues accrued during the preceding month.
ii) Publisher agrees to pay any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable. Publisher also agrees that Service Provider is not obligated to determine whether sales or use taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.
iii) In the case of check payment, if you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.
iv) Any advertising revenue that has been paid out to Publisher but is later deemed bad debt will be deducted from future payments, or a payback will be required.
6. Prohibited Conduct
The Publisher agrees not to:
(1) Place Advertising in any on any blank pages, emails, or stack Advertising so that more than 2 ads are next to each other; (2) Place Advertising on non-approved Websites or web pages, or in such a fashion that may be deceptive to the User; (3)Incentivize offers or create the appearance to incentivize offers; (4) Place statements near the Ads promoting that Users click on the Ad; (5) Place misleading statements near the Ad (i.e., "You will win $10,000."); (6) Placing images or links directly next to ads in hopes of generating erroneous clicks; (7) Redirect traffic to a Website other than that listed by the particular Advertiser; (8) Ask Users to take advantage of other Ads or offers other than those listed by the particular Advertiser; (9) Use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; (10) Attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Website tags, source codes, links, pixels, modules or other data provided by or obtained from Toon Media that allows Toon Media to measure ad performance and provide its service.
7. Prohibited Content
Publisher shall not place any Toon Media Advertisement tags, on Website(s) that contain, promote, reference, or have links to:
(1) pornographic or other unacceptable adult-themed material including adult photos, tobacco-related or alcohol-related material, get-rich-quick schemes, products or services involving deceptive marketing practices, lotteries, or gambling; (2) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; (3) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, Toon Media; (4) content that is inconsistent with Toon Media's public image, goodwill and reputation, applicable law or the terms of this Agreement; or (5) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party.
8. Mutual Representations and Warranties
Each party represents and warrants to the other party that:
a. There are no agreements or arrangements, written or oral, that would be breached upon the respective party’s execution or performance of this Agreement, that would restrict, interfere or conflict with the respective party’s obligations under this Agreement, or that would diminish the other party’s rights granted under this Agreement;
b. Each party shall comply with all the terms, conditions, obligations and restrictions in this Agreement;
c. Each party has the right, power and authority to enter into this Agreement and perform its obligations as set forth herein; and
d. Each party shall at all times be in compliance with all applicable laws, rules and regulations with respect to this Agreement.
9. Indemnification
Each party shall defend, indemnify and hold harmless the other party, its affiliates, employees, successors and assigns, against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs), arising out of or in any way connected with its breach of its representations and warranties under this Agreement.
10. Limitation of Liability
Except for a party’s obligations under the indemnification provisions set forth in Section 10 of this Agreement, neither party nor its affiliates shall be liable or obligated under any section of this Agreement or under contract, negligence, strict liability or other legal or equitable theory for any special, incidental or consequential damages (including any loss of revenue, profits or data) exemplary or punitive suffered or incurred by the other party or its affiliates.
11. Governing Law
This Agreement shall be governed by the laws of the state of New Jersey, without regard to the choice of law provisions thereof, which state shall have jurisdiction of the subject matter hereof.
12. Information Rights
The Publisher shall make available to Toon Media aggregate usage data regarding the Publisher Website(s) as reasonably requested by Toon Media. Toon Media may retain and use for its own purposes all information you provide for the purposes of selling Advertisement. Publisher agrees that Toon Media may transfer and disclose to third parties (including Advertisers, Agencies, Sales Agents and Toon Media business partners) for the purposes of selling Advertisements. Toon Media disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.
13. Confidentiality
Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third- party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential. Toon Media’s campaign rates and advertisers are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement, and as outlined in Information Rights (Section 13). Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by Toon Media, Publisher must destroy or return to Toon Media any Confidential Information provided by Toon Media under this Agreement.
APPLY TO JOIN: I ACCEPT THESE TERMS |
