TERMS AND CONDITIONS
Renegade Internet, (hereinafter "Renegade") and Publisher (hereinafter "Publisher") whose information is provided in the
AdvertServe Select SSP Insertion Order (hereinafter "IO") agree to the following terms and conditions for the delivery of
online advertising (hereinafter "Media") to Publisher.
- Publisher warrants that they have the appropriate authority to enter into this Agreement, and that there are no restrictions or covenants prohibiting Publisher from entering into this Agreement.
- The Publisher hereby grants Renegade the right and license to use, transmit over, and otherwise display Media on Publisher.
- Publisher will not expose or run Media on sites that engage in, promote, or facilitate fraudulent traffic, bot-traffic, impression or click fraud, illegal activities, adult content, bit torrent, P2P, illegal file sharing, hate content, promotion of illegal or illicit behavior, and/or otherwise questionable traffic. Publisher hereby grants Renegade the authority to refuse or restrict use of any Media- and net revenue- to Publisher on non-compliant traffic.
- Media and revenues provided by Renegade are served, tracked and reported by it. Renegade's reporting shall govern the counting and be binding, and all billable amounts determined by Renegade.
- Media provided to Publisher by Renegade must be activated within fifteen (15) days of initial provision and is considered 'active' status when a minimum of one thousand (1,000) daily impressions are recorded. In the event Media remains inactive for a period of greater than fifteen (15) days, it will immediately default to 'inactive' status and any subsequent activity will not be counted, eligible, or otherwise compensated for by Renegade. Furthermore, any media that averages less than one-thousand (1,000) daily impressions over a thirty-day (30) period shall be susequently considered inactive, and any further activity will not be counted, eligible, or otherwise compensated.
- In the event Publisher disagrees with any calculation or reporting, or disputes any chargeback made under this agreement, a written request for review should be sent to Renegade within five (5) days from the date of dispute or statement relating to such charge. Failure to so notify Renegade is a waiver to any claim or dispute relating to such chargeback and revenue reporting shall remain final.
- By agreeing to these Terms and Conditions and executing the IO, Publisher agrees to reference Renegade reporting within the initial 48-hours of campaign start and continue to reference said reporting at a period of no less than once a week. Failure to reference Renegade reporting within the initial 48-hour run of the campaign and subsequent weekly period thereafter, Publisher shall waive such rights to dispute Renegade governing counts, and all reported counts shall be considered accurate and payable.
- Renegade may terminate this Agreement with Publisher immediately, and withhold revenues, if Publisher violates any terms of this agreement or is found to provide fraudulent, bot-generated, or otherwise falsified traffic -as outlined in Article 3.
- By entering into this Agreement, Publisher grants Renegade the right to list, reference, or otherwise publish Publisher's participation within the Renegade network for the generation of business, sales enlistment, or other purposes for the promotion of the network.
- Publisher understands that Media revenues are derived from disparate 3rd Party demand sources unrelated to Renegade, and that Renegade acts solely as a mediation partner for Media syndication and revenue reconciliation. In such role; Renegade shall only be liable to Publisher for revenue based on payments received from demand sources without restrictions that constitute immediately-available funds (hereinafter called “Cleared Funds”). Publisher agrees that (i) Renegade shall have no liability or obligation to Publisher for payments due but unpaid from demand sources, or that are not Cleared Funds; and (ii) Publisher shall hold Renegade harmless and indemnify it from any claims or liability related to such unpaid amounts. Renegade agrees to make every reasonable effort to bill, collect and clear payment from the demand sources on a timely basis.
- Renegade agrees to pay Publisher in US dollars. Payments are automatically issued by Renegade once one-hundred ($100.00) dollars in revenue has been earned by the Publisher. Publisher is responsible for all revenue payment transaction fees and tax withholding/income reporting.
- Renegade shall not be subject to any liability whatsoever for (1) any failure to provide reporting, reference, or access to all or any part of the campaign due to systems failures or other technological failures of Renegade or the Internet; (2) delays in delivery and/or non-delivery of Media or reporting, including, without limitation, difficulties with a Publisher or website, difficulties with a third-party server, or electronic malfunction; and (3) errors in content or omissions in any Media provided to Renegade.
- Renegade and the Publisher hereby agree to indemnify, defend and hold harmless each other and each other's affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings for libel, defamation, violation of right of privacy or publicity, copyright infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the advertising that is the subject of this agreement; or arising out of any breach by the parties of any duty, representation or warranty under any agreement.
- This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior understandings or agreements, written or oral. Nothing in this Agreement shall be deemed to create a direct partnership or joint venture between the parties and neither Renegade nor Publisher shall hold itself out as the agent of the other.
- The Publisher may not assign this agreement, in whole or in part, without written consent of Renegade. Any attempt to assign this Agreement without such consent will be null and void.
- This Agreement will be governed by and construed in accordance with the laws of the State of Nevada. The parties irrevocably consent to the exclusive jurisdiction of the courts within the County of Clark, and the federal courts situated in the U.S. District in the State of Nevada in connection with any action arising between the parties.
- This Agreement shall remain intact for the entire term the Parties work together. Either party may discontinue working together at any point without cause or remedy to the other Party. Renegade shall provide Publisher with revenue reporting and payment through date of cancel.
- In the event any portion of these terms is found to be inapplicable or in conflict by a competent court of law, the remaining terms shall survive and remain enforceable.