Terms & Conditions

Home  About Us  Type of Media  Contact Us  Other Services  Markets  International Markets  Targeting & Optimization  Advertisers  Publishers  Member Login Our online advertising network combines cutting-edge, proprietary technology with business know-how which empowers advertisers of all sizes and budgets.  learn more Earn an industry high % weekly payouts on all online advertising revenue that your website generates!  learn more VertiClick Media, LLC. Standard Terms and Conditions – Version 1.0 1. Services. This document, in conjunction with the following Insertion Order constitute the entire agreement (the "Agreement"), between Agency/Advertiser/Clients/Agents (herein collectively referred to as "Advertiser") and VertiClick Media, LLC. Dba VertiClick Media and/or VertiClick Network (collectively with any company controlled by, controlling or under a common control with VertiClick Media, LLC.), known as ("VertiClick"), as to its subject matter and supersedes all prior understandings, written or oral, and may not be modified, except by a written document agreed to by both parties undersigned hereto. This Agreement promotes a sole understanding that VertiClick’s sole obligation is to promote the Advertiser’s product or services by displaying banners, images, text-links, text-messages, taglines, or any creative ("Creative") provided to VertiClick by Advertiser, on the site(s) across the VertiClick Network, and/or VertiClick brokered site(s).  The execution of a signed Insertion Order by Advertiser to VertiClick is construed to be an acceptance of all the rates, Terms and Conditions, under which advertising is sold at that time.  Advertiser agrees that VertiClick may display Creative across the entire VertiClick advertising Network, affiliate site(s), or brokered advertising site(s) and that daily activity is recognized to begin Eastern Standard Time at 9:00 AM.  VertiClick reserves the right to modify, delay, pause, or cancel any campaign(s) if the Creative is not delivered on time, not functioning properly, causing technical errors, delays due to 3rd party ad-serving, or other such issues.  VertiClick hereby rejects any provisions contained in communications from Advertiser which are in addition to or which conflict with the terms set forth in this Agreement. 2.  Advertisement Delivery.  VertiClick will use commercially reasonable efforts to provide Advertiser impressions stated in the Insertion Order in accordance with this Agreement, and will use commercially reasonable efforts to deliver the impressions set forth in the Insertion Order starting with the Start Date and ending with the End Date.  VertiClick will make reasonable efforts to deliver impressions throughout the term of the Insertion Order.  2.1 VertiClick has adopted the IAB / AAAA’s Standard Terms and Conditions For Internet Advertising, for measuring impressions/results.  Measuring results accordingly, VertiClick will considered to have "Delivered" impressions, when impressions reported by VertiClick meet an Advertisers Insertion Order.   2.2 VertiClick’s default position regarding reporting is one which requires the Advertiser to pay according to VertiClick’s reporting.  In the event that VertiClick agrees to use Third-Party impression measurements for billing purposes, Advertiser expressly acknowledges that VertiClick may use and consider Advertiser’s Third-Party measurements via their online reporting systems, interfaces, or manual, email delivery of reporting measurements from the Advertisers third-party reporting as an accurate, valid and final measurement of their campaigns performance.  Advertiser herein agrees that it will not dispute their third-party data delivered via online reporting interface or via manual email to VertiClick.  2.3 Schedule.  Advertiser agrees and will deliver all Creative(s) to VertiClick no less than 3 days prior to the first scheduled appearance of the Advertisement(s) on VertiClick Network or brokered site(s).  If Advertiser does not deliver these Creative(s) to VertiClick within the 3 days, VertiClick reserves the right to terminate the Insertion Order upon notice to Advertiser and will no longer have any obligation or dutie under this Agreement. 3.  License.  Advertiser represents and warrants that is has the right and license to grant VertiClick a non-exclusive, world-wide, royalty-free right and license (subject to the Insertion Order) under the applicable party’s intellectual rights to transmit, publicly display, perform, store, copy, and distribute the Advertisement, trademarks, logos, images described in the Insertion Order on the VertiClick Network and/or brokered site(s). 4.  Reservation of Right.  The availability, placement, positioning and description of the Advertisements on the VertiClick Network and/or brokered site(s) will be set forth in the Insertion Order.  VertiClick will use commercially reasonable efforts to place the Advertisement on the Network and/or brokered site(s) as specified in the Insertion Order.  In the event that VertiClick re-designs the Network or brokered site(s), VertiClick will provide placement that are similar in prominence and value as determined by VertiClick during the term of this Agreement.  4.1 VertiClick reserves the right to reject, revise or remove, or to require Advertiser to correct or revise any or all of the Advertisement, if VertiClick reasonably believes that such Advertisements might violate any of Advertisers representations under this Agreement, or might fail to conform to acceptable Creative standards.  Advertiser agrees and understands that failure to comply with VertiClick’s specifications for Advertisements, may result in the removal of the Advertisement from the VertiClick Network and/or brokered site(s). 5.  Payment, Payment Liability, Credit and Cancellation Terms.  The Insertion Order shall specify and define the amount and terms under which VertiClick will receive payment for the delivery of the Campaigns.  VertiClick will Invoice Advertiser on a predetermined basis for all Campaigns delivered during the term of the Insertion Order.  5.1  Upon the Invoicing of Campaigns to the Advertisers, full payment is to be made within 30 days.  Failure to pay total balance due, will result in a 1.5% monthly accrual of interest or the maximum allowed by law.  5.2  Advertiser is liable and agrees to pay all outstanding amounts due to VertiClick.  All balances must be paid before the start of the next campaign.  VertiClick reserves the right to cancel any/all campaign placement after notification of unpaid balances after 3 days.  5.3  All payments will be made in advance unless agreed upon otherwise or credit is approved and VertiClick is under no obligation to perform agreed upon services until payment is received.  Upon credit approval, terms are standard  agreed to be Net 30 from the date of Invoice.  5.4  The Advertiser is responsible to validate all impressions and/or clicks delivered.  The Advertiser must report any under and/or over deliveries within 5 days of the occurrence.  VertiClick is not liable for an under and/or over deliveries not reported within this timeframe and the Advertiser does not reserve the right, title, and intent to dispute payment.  5.5  Either party may cancel this Agreement upon providing two weeks written notice via email, fax, or telephone.  If the Advertiser cancels the campaign early – payment is to be settled immediately, and a credit or debit is required to be paid.  5.6  All payments must be made in US funds.   5.7  Pausing.  Pausing a campaign will be considered a normal practice by VertiClick if a campaign delivers outside standard 10% impression discrepancy, there are technical errors, reporting problems,  and VertiClick will make commercially best and reasonable efforts to fix any/all problems in order to resume the campaign.  5.8  Advertisers credit is established on a client by client basis.  5.9  If the Advertisers payment has not cleared for the Insertion Order, a faxed/emailed copy of the payment should be provided to ensure smooth transition for the start of the campaign. 6.  Advertisement & Creative Standards. If Advertiser provides VertiClick with Creative using 3rd party tags, Advertiser agrees to provide VertiClick with a sample of each and all advertisements contained within the 3rd party tags. If Advertiser fails to provide the samples and tags, will be cause for termination.  In the event VertiClick's relationship with its affiliates, brokered site(s), and publishers is damaged as a result of this condition, VertiClick reserves the right to recover any and all monetary damages.  6.1  All Advertisements and Creative(s) are subject to VertiClick’s approval, and VertiClick reserves the right to reject or omit any Creative and/or Advertisement.   6.2  Advertiser agrees to login to their VertiClick reporting account and check all Creative / Advertisements within 2 days of the start of a campaign.  If no confirmation is received, it will be recognized as acceptance of the Creative / Advertisement, and that it is functioning properly and Advertiser agrees to pay for all impressions and clicks delivered via described in this Insertion Order.  Any and all Creative(s) / Advertisements problems should be brought to the attention of your VertiClick Account Manager immediately. 7.  Limitations of Liabilities.  VERTICLICK WILL NOT AND SHALL NOT HAVE ANY LIABILITY TO THE ADVERTISER FOR LOSS PROFITS OR OTHER SPECIALS, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES BASED UPON A CLAIM OF ANY TYPE OR NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY DAMAGES.  VERTICLICK MAKES NO WARRANTIES TO THE ADVERTISER AND DISCLAIMS ALL WARRANTIES. 8.  Indemnify.  All Creative / Advertisements have been accepted and published upon the representation that the Advertiser is authorized to publish the entire contents and subject matter provided.  Advertiser agrees to indemnify and hold harmless VertiClick, its Affiliates, Brokered Site(s), Clients, Publishers and their respective affiliates, employees, officers, agents, directors, and representatives, harmless from any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (collectively "Losses") indemnify, defend, and release VertiClick harmless from any and all liability for any claim or suits for libel, tort, defamation, violation of rights of privacy, plagiarism, attorney’s fees, trademarks, logos, copyright infringement, unauthorized content placement, distribution contained in the Creative / Advertisement or the unauthorized use of any person’s name or photograph arising from VertiClick reproduction or redistribution, and publishing of such Creative / Advertisements.  8.1  Advertiser understands that VertiClick cannot monitor all Creative(s) / Advertisements, and affiliate / brokered / publisher site(s), and VertiClick cannot and will not be held responsible for the content of any site.  If Advertiser can reasonably demonstrate that any placement of any Advertisement by VertiClick hereunder harms the Advertiser, then VertiClick will use commercially reasonable efforts to remove such Advertisement promptly following Advertisers notification thereto VertiClick.  8.2  Advertisers guarantees that data regarding consumers gained by this campaign will only be used for legal purposes and Advertiser will indemnify, defend and hold harmless VertiClick from any and all losses, liabilities, claims, obligations, costs, expenses. 9.  Force Majeure.  VertiClick is not liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond VertiClick’s control. 10.  Confidentiality, Non-Disclosure, Proprietary Relationships.  Advertiser and/or VertiClick have disclosed or may disclose to each other information relating to each party’s business (including, without limitation, data and other information pertaining to publisher sites, affiliates, brokered site(s), Creative, Advertisements, campaign(s) and vendors that current are or have been part of the VertiClick Network), all of which to the extent presently or subsequently disclosed to each other is "Proprietary Information." Advertiser and VertiClick agree (a) to keep Proprietary Information in strict confidence and to take all commercially reasonable methods to protect such Proprietary Information, (b) not to make any use in any manner at any time of such Proprietary Information, except for the purpose of evaluating the results of Advertiser’s advertising campaign, (c) not to copy any Proprietary Information for any purpose whatsoever without written permission from each party, and (d) not to divulge any Proprietary Information or any information derived there from to any third party.  Advertiser agrees to undertake reasonable security measures to prevent the disclosure of Proprietary Information.  10.1  VertiClick has relationships with publishers, networks, affiliates, advertisers, agencies, consultants, and others that make up VertiClick Network and VertiClick Media.  Advertiser agrees not to solicit directly or indirectly, recruit,  or encourage any of the above listed, and not limited to, relationships for purposes of competing with VertiClick, including, without limitation, the placement of Advertisements / Creative, hosting, distribution, publishing in any form without the express, written consent of VertiClick.  The Advertiser agrees that in the event of breach of these representations by Advertiser, VertiClick shall be entitled to equitable, and injunctive relief as remedy.  VertiClick will seek monetary damages up to the fullest permitted under applicable law. 11.  Choice of Law and Venue and/or Arbitration.  Advertiser enters into this Agreement in good faith and will assist VertiClick with reasonable efforts and in timely manner to effect the placement of Advertisements.  Advertiser hereby authorizes VertiClick to present, distribute and publish Advertisements as VertiClick sees fit and in accordance with the terms and conditions set forth in the Insertion Order.  Advertiser agrees that if any dispute arises out of this transaction, Advertiser will work with VertiClick to settle the dispute amicably as a first step.  If the dispute or controversy continues and is not settled amicably, then the dispute could be subject to Arbitration.  Either party may initiate arbitration by sending a written demand for arbitration to the other party, setting forth the subject in dispute and the relief sought.  The Advertiser agrees that this Agreement will shall be exclusively governed by the laws of the State of Florida.  The prevailing party of any litigated dispute arising out of this Agreement shall receive its reasonable attorneys’ fees, and any costs and expenses incurred. 12.  Press Releases.  Advertiser will not make any press or public release or disclose any information without the specific written approval of VertiClick.  Advertiser agrees to provide VertiClick with a copy of the intended disclosure no later than 3 business days prior to disclosure.  From time to time, VertiClick may issue public releases, and mention Advertiser as a new client of VertiClick. 13.  Survival.  Sections numbered 7, 8, 10, and 11 will remain in force, even after the termination of this Agreement by either Advertiser, or VertiClick.  Section 10 will remain in force for one (1) year from such termination. 14.  Misc.  Advertiser is responsible for any and all taxes, VAT., domestic or foreign, or any other fees relating to the placement of Creative / Advertisements with VertiClick.  Advertiser warrants and represents that it/he/she is at least 18 years of age, has the authority to enter into and bind this Agreement.  Advertiser may not assign or transfer this Agreement or any other rights of the Advertiser.  There is nothing in this Agreement that is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein.

VertiClick Media LLC © 2004-2009  All rights reserved.   Privacy Policy | Terms Home | Company Info | Advertisers | Publishers | Contact Us