SYNQY Persuasive Product Ad Network™ Publisher Agreement
The purpose of the Program is to permit you to incorporate advertising made available through the Program (“Ads“), consisting of images, video, text, HTML, and/or other information (collectively, “Content“) on Your Properties in connection with advertising campaigns (“Campaigns“) by Advertisers in order to earn fees, as specified herein. An “Ad” may be sold by SYNQY, a SYNQY Persuasive Product Ad Network advertising reseller, you or your designated advertising sales agent(s).
To enroll, you must provide us with such information as we request from Publishers that choose to participate in the Program in the language we request (“Program Application“). Among other things, you must identify Your Properties in your Program Application. You will ensure that the information you include in your Program Application and otherwise provide to us is at all times complete and accurate. All such information is incorporated into and forms a part of this Publisher Agreement. You may not share any login or password information that is issued to you in connection with the Program with any third party.
We will not serve any Ads to Your Properties until you provide us with valid taxpayer identification information or otherwise satisfy us that you are not an entity from whom we are required to obtain tax information. Additionally, if we discover or are notified that the tax information you have provided is not complete and accurate, we will immediately stop serving Ads to Your Properties and we may withhold your Advertising Fees until you provide correct information or otherwise satisfy us that you are not an entity from whom we are required to obtain tax information. You represent and warrant to us that (a) any Property on which you enable Ads to be served is one of Your Properties, (b) you have obtained the rights necessary for the exercise of all rights granted under this Publisher Agreement, and (c) you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to such content.
Before or after the enabling of Ads to be served to Your Properties we may review your Program Application and request additional information from you regarding the nature and content of Your Properties and your compliance with the Operational Documentation (and you agree to provide such information).
You may display Ads only on Your Properties, and only in compliance with this Publisher Agreement and the Operational Documentation. You can require pre-approval of Ads that run on Your Properties. You may not modify Ads or Content we provide to you, or use Ads or Content other than as expressly permitted by this Publisher Agreement.
Either Party may terminate any Campaign at any time running on Your Properties.
By participating in the Program, you agree that you will comply with the Acceptable Use Policy and all pages, schedules, policies, guidelines, and other documents and materials referenced either in this Publisher Agreement or the Operational Documentation. You agree that you will use the Program and any Content provided to you only in accordance with this Publisher Agreement and the Operational Documentation.
You will promptly provide us with any information that we request to verify your compliance with this Publisher Agreement or any Operational Documentation. If we determine (in our sole discretion) at any time after you begin to receive Ads that the information provided in your Program Application is inaccurate or that any of Your Properties violates any of our Operational Documentation, or that you are otherwise in violation of this Publisher Agreement, we may suspend your participation in the Program with or without prior notice to you. Any such suspension will remain in effect until we are satisfied that the information provided to us is complete, accurate, and up-to-date, and that you and Your Properties are not violating this Publisher Agreement or the requirements of the Operational Documentation. You hereby consent to us investigating Your Properties to verify compliance with this Publisher Agreement and the Operational Documentation.
You will be solely responsible for (a) Your Properties, including development, marketing, operation and maintenance, and all content that appears on Your Properties, (b) your use of the SYNQY Persuasion Engine client application(s), (c) your participation in the Program (including your display of Ads) in compliance with this Publisher Agreement and the other Operational Documentation, and (d) any action by a Campaign Partner (as defined below) that would violate this Publisher Agreement if undertaken by you.
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) all matters described in this Section 5; (b) your violation of any term or condition of this Publisher Agreement or any other Operational Documentation; or (c) your or your employees’ negligence, willful misconduct or fraud (each a “Claim“). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld (provided that it shall not be deemed unreasonable for us to withhold consent to any settlement that requires us or any of our affiliates to admit fault or otherwise adversely affects us or our affiliates). You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (but without limiting your indemnification obligations).
You will participate in one or more pricing models:
All determinations and calculations of Advertiser Fees by us will be final and binding. Advertiser Fee Rates, Fees paid to you or to us, and additional terms pertaining to the payment and taxability of Fees, are set forth in Addendum A of the Master Agreement.
You will: (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill your obligations under this Publisher Agreement; and (c) either destroy or return all such information to us promptly when this Publisher Agreement terminates (and, upon request, confirm such destruction in writing). For clarity, Advertising Data is our confidential information and may only be used or disclosed as permitted under Section 8(b) of this Publisher Agreement. This section covers all confidential information regardless of when you receive it. You will not issue any press release or make any other public communication with respect to this Publisher Agreement, your use of the Ads or Content, the Program or your participation in the Program. You will not misrepresent or embellish the relationship between you and us or any Advertiser (including by expressing or implying that we or they support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between you and us, any Advertiser, or any other person or entity except as expressly permitted by this Publisher Agreement.
You grant us, our affiliates, and each of our employees, agents, contractors, and designees any and all necessary rights and permissions, on a royalty-free, worldwide basis, to use your name, the names and app icons of Your Properties, and the trademarks, trade names, logos, copyrights and other intellectual property provided by or through you for the purpose of fulfilling our obligations under this Publisher Agreement, for reporting purposes, and for marketing and promoting Your Properties to potential customers and Advertisers in connection with the Program.
In addition to the limited license set forth in the LSA, subject to the terms of this Publisher Agreement and solely for the limited purposes of displaying Ads in connection with the Program, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) sell Ads solely on Your Properties, and (b) display the Ads solely on Your Properties. We may, in our sole discretion and with our express prior written consent (email will be sufficient), grant you the right to sublicense these rights to third parties. If you are permitted to sublicense these rights, you agree that you are responsible for any breach of this Publisher Agreement or the Operational Documentation by such third party. This license will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Publisher Agreement or any Operational Documentation, or otherwise upon termination of this Publisher Agreement. In addition, we may terminate this license in whole or in part upon written notice to you. If we terminate this license, we may disable your use of the SYNQY Persuasion Engine.
Other than the limited licenses expressly set forth in Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Publisher Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Ads, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Publisher Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission“), you hereby grant us (even if you have designated Your Submission as confidential) a perpetual, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, make available and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect or maintain our rights in and to Your Submission.
In connection with your participation in the Program, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you (federal, state, or otherwise), including laws that govern marketing email (e.g., the CAN-SPAM Act of 2003), user privacy and data security. For any Ads served to end users located in the U.S., you will at all times comply with the Digital Advertising Alliance’s (DAA) Self-Regulatory Principles for Online Behavioral Advertising (including the Mobile Guidance issued by the DAA in July 2013) set forth at www.aboutads.info (or any successor website). For any Ads served to end users located in the E.U., you will at all times comply with the European Interactive Digital Advertising Alliance’s European Principles, set forth at http://www.edaa.eu (or any successor website). If Your Properties are available through another distribution program, you agree that any information you make available to a third party regarding your use of any advertising identifier in Your Properties will be accurate and complete, and that you will properly honor any requirement of that program regarding the tracking of Ads in Your Properties.
Notwithstanding the provisions of this Publisher Agreement, other license terms may apply to certain software files contained within or distributed with the SYNQY Persuasion Engine that are specifically identified in related documentation, including any license, notice or readme files (collectively, “Third Party Software“). Such Third Party Software license terms shall apply to the corresponding Third Party Software file in lieu of the terms set forth in this Publisher Agreement. You acknowledge and agree that the SYNQY Persuasion Engine contains files built with open source code, and that your license to use, make available and distribute such files in Your Properties (including any other license provided by the LSA) is conditioned on your providing to users of Your Properties the proper notices and disclaimers with respect to such open source code (collectively, the “Open Source Notice“) and that we may terminate your license to use and distribute SYNQY Persuasion Engine in Your Properties if you fail to provide the Open Source Notice to your users. The required form of Open Source Notice can be found in the notices file that is downloaded with the SYNQY Persuasion Engine.
We may communicate with you in connection with your use of the Program electronically and in other media, and you consent to such communications regardless of any customer communication or similar preferences or requests you may have indicated on the SYNQY.com web site or by any other means. Any written notice we are permitted or required to send to you may be sent to the email address then currently associated with your account. You will be deemed to have received all communications sent to that address even if the address is no longer current.
You understand and agree that if you use the SYNQY Persuasion Engine Platform after the date on which this Agreement has changed, such use will constitute your acceptance of the updated terms of this Agreement in full.
Upon any termination of this Publisher Agreement, all rights and obligations of the Parties hereunder will be extinguished, except that the rights and obligations of the Parties under Sections 5, 6, 7, 8, 10, 11, 13 and 15 will survive such termination.