These Terms of Service (the “TOS”) and the Privacy Policy (the “Agreement“) govern your ( “Publisher”, “you” or “your”) participation in the Native Ads program (the “Program”, “Platform” or “Technology”) of Native Ads Inc (“Native Ads”, “us” or “we”) incorporated in Delaware. We reserve the rights to modify the TOS at any time by posting the changes on our website, www.nativeads.com (the “Site”). You can review the most current version of the TOS on the Site at any time and we strongly encourage you to periodically review the Site for the most current version of the TOS and the rules and guidelines governing the Program. By using the Service, you agree to all the terms and conditions of this Agreement. If you do not agree to this Agreement, please do not use any part of the Service (as defined below).
Participation in Our Native Ads Program is subject to all the terms, conditions, limitations, obligations and waivers below. These Terms contain the complete terms of service which apply to your participation in the Program. You acknowledge and agree that, by participating in the Program, that You will abide by and be bound by these Terms.
THIS IS A LEGAL AGREEMENT BETWEEN THE PUBLISHER AND NATIVE ADS. BY PARTICIPATING IN THE PROGRAM, YOU AFFIRM THAT IF YOU ARE AN INDIVIDUAL YOU ARE AT LEAST 18 YEARS OF AGE AND IF YOU ARE A PUBLISHER YOU HAVE READ AND UNDERSTAND THE TERMS OF SERVICE SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THESE TERMS. YOU CANNOT BECOME A PARTICIPANT OF THE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREIN.
In this Agreement, the following expressions have the following meaning:
Earnings - monetary payments made to the Publisher in relation to ad impressions and or clicks served.
Privacy Policy – please refer to our Privacy Policy as set out at http://www.nativeads.com/privacy-policy.php Where there is conflict between the TOS and the Privacy Policy, the clauses within the Privacy Policy shall prevail.
Service - means the provision of: (i) the Technology; (ii) access to the technological and commercial relationships between publishers, advertisers and ad exchanges; (iii) the Native Ads Product; and (iv) the Tools to Publishers approved by Native Ads
Native Ads Products - the Ad Units and widgets that are distributed to publishers to display advertisements on publisher websites.
Native Ads Code - a piece of JavaScript code that when added to a web page or global footer, enables the Technology and the Service on the Publisher's website(s).
Native Ads Publisher Interface - the login-protected section of the Service that provides the Publisher with reporting on activity and Earnings and account and service management.
Tools - other non-core products made available by Native Ads to Publishers, including, but not limited to, Campaign Wizards and APIs.
2.1 The Publisher must apply to use the Services via the Native Ads website or at http://www.nativeads.com. Native Ads will evaluate the Publisher's application for suitability to receive the Service in its sole discretion. Publishers with content containing pornographic, violent, illegal or political material will not be permitted to use the Service.
2.2 If Native Ads approves the Publisher's application for the Service they will be informed via email and the Publisher will be able to gain access to the Service and implement the Technology or service.
2.3 The Publisher must inform Native Ads if it wishes to use the Service on additional Publisher website(s) other than that first applied for. Each new Publisher website must be individually approved and setup for inclusion in the Service. The Publisher may not use the Technology on any website other than those for which it has Native Ads' prior permission
2.4 By enrolling in Native Ads, you permit Native Ads to serve, as applicable, advertisements and other content (“Ads”) and/or other properties approved by Native Ads (each individually a “unit”). In addition, you grant Native Ads the right to access, index and cache the Properties, or any portion thereof, including by automated means. Native Ads may refuse to provide the Services to any Unit.
You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions provided by Native Ads.
You may discontinue your use of our Service at any time by removing the relevant code from your Properties and emailing customer service at support(AT)nativeads(DOT)com.
We may change or upgrade our services from time to time at company’s sole discretion; as a result, some features may be omitted or added to improve the efficiency of the service.
5.1 Provided you are in compliance with these Terms, for any given calendar month, we will pay You a share of earnings actually retained by Native Ads for valid impressions and or clicks of Ads displayed as determined by Native Ads reporting system.
5.2 Reporting and Payment. We will make Our Statistics Reports available to You for preliminary daily reporting of Ads served, and You acknowledge and agree that: (i) such reporting may not represent the number of Ads served for which We will pay You and (ii) You will control access to and maintain the confidentiality of Your password for accessing the Statistics Reports.
5.3 Payment Terms. Our payment terms are as follows:
For Publishers with business operations located in the United States or Canada checks will be mailed to the mailing address entered in the Native Ads Publisher Portal provided you have earned a minimum of $50.
For Publishers with business operations located outside the United States or Canada, we will issue payments provided the Publisher has earned a minimum of $50 for PayPal, or $500 for wire payment via Payoneer for the relative period. If the Publisher has not earned minimum required for the preferred payment method, the earnings for the related period will be rolled over until the minimum payment threshold is reached, at which time the Publisher will receive payment.
The Publisher shall notify Native Ads of any changes, inaccuracies, or incompleteness of any statement. We reserve the right to deduct from payments made, or otherwise recoup any amounts paid to the Publisher in prior months for any invalid impressions or clicks and chargebacks from our Advertisers.
5.4 Invalid Impressions and Chargeback’s. We shall have no obligation to pay for impressions or clicks that are deemed fraudulent according to our guidelines as determined by Our antifraud filtering and tracking systems. The publisher site may not initiate a download or change settings without the user’s knowledge and consent. The publisher may not mask or cloak the site’s URL, or employ any means to obscure the true source of traffic. The publisher may not artificially inflate impressions, clicks or requests.
The publisher site may not install or distribute malware or viruses. The publisher may not include or launch fake error messages or system flags. A substantial portion of the publisher’s site must be accessible without a login. The publisher may not employ any means to induce or trick the user into clicking on an ad. Placing arrows or text such as “Click here” next to an ad is strictly prohibited Publisher sites deemed unsafe by reputable 3rd party malware-detection services may be suspended until all user safety issues are addressed. Publisher sites must include a privacy policy. We reserve the right to require You to provide server log files that include, but are not limited to, the daily number of ad impressions or clicks delivered to Us. In the event that We determine in Our sole and absolute discretion that You or any third party site in Your Network has delivered invalid impressions, clicks or traffic that violates any material term of this Agreement, We may, at Our option: (1) immediately terminate this Agreement upon written notice to You, or (2) require You to immediately cease displaying, and allowing third party sites in the Your Network to display, Native Ads Ad Units via any particular means, method, product, or third party distributor, and/or (3) not pay You for the Invalid Impressions. (4) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement,(5) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify Native Ads in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any Unit defaults on payment to Native Ads, we may withhold payment or charge back your account.
You are responsible for all taxes (if any) associated with the Services, other than taxes arising on Native Ads. All payments to you from Native Ads in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
7.1 We will retain all rights, title and interest in and to the Ad impressions data, the related databases, all data generated by Our impression tracking system and other performance measurement applications, and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein).
7.2 Your Proprietary Rights, Other than the Native Advertisements. You will retain all right, title, and interest in and to Your Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein).
7.3 Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual unit rights belonging to the other party or to the other party’s licensors.
Our privacy policy outlines how we treat your data and protect your privacy when you use our Services. By using our Services, you agree that Native Ads can use such data in accordance with our privacy policy and cookie policy.
You will ensure that at all times you use the Services you have taken every reasonable step to inform your users and taken that you are collecting and using their anonymous data for advertising purposes, your privacy must also outline the data that is being captured and how the user can opt-out of that data collection. Failure to notify your users may result in termination from the program or forfeiture of all revenues earned.
You will also use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with the Services where such consent is required by law.
Each party agrees that: (i) neither will use nor disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted herein or as required by a court of law or otherwise compelled to be disclosed pursuant to the legal process or existing laws or regulations, and (ii) each will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
You may terminate the Agreement at any time by giving 48 hours notice. The Agreement will be considered terminated within 10 business days of Native Ads receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance based on the Net Terms described in section 5.3 within approximately 45-90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid.
Native Ads may at any time terminate the Agreement, or suspend or terminate the participation of any Unit in the Services for any reason and including breaking the rules of our Program Policies. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or Native Ads suspends or terminates your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on other Native Ads products.
You agree to indemnify and defend Native Ads, its publishers, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Native Ads, your use of the Services, or your breach of any term of the Agreement. Native Ads’s advertisers are third-party beneficiaries of this indemnity.
You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Unit; (iii) you are the technical and editorial decision maker in relation to each Unit on which the Services are implemented and that you have control over the way in which the Services are implemented on each Unit; (iv) Native Ads has never previously terminated or otherwise disabled an Native Ads account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Native Ads is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NATIVE ADS, INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE NATIVE ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PROGRAM; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (d) ANY OTHER MATTER RELATING TO THE TOS AND PROGRAM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
The TOS constitutes the entire agreement between you and Native Ads and governs your participation in the Program, superseding any prior version of the TOS between you and Native Ads with respect to the Program.
You and Native Ads each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and Native Ads, shall be brought exclusively in the courts located in. You and Native Ads agree to submit to the personal jurisdiction of the courts located within the state of Delaware and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
The failure of Native Ads to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The parties are independent contractors and no employment, agency, partnership or joint venture is created hereunder. No party shall have the right to act as the agent for or to bind the other.
Native Ads does not support Ads from some countries, for a complete list of unsupported countries please email support(AT)nativeads(DOT)com.
Native Ads site features cannot be emulated.
No banners or ads promoting Native Ads may be used without prior written consent from Native Ads Inc.
You may not use the name Native Ads anywhere that may defame the name of the company in any way.
The section titles in these TOS are for convenience only and have no legal or contractual effect.
You may not assign or transfer any of your rights under the Agreement.
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.