Adverge Terms of Service – AD NETWORK AND OPERATION AGREEMENT

Adverge TOS

General Terms and Conditions for the Publisher

These General Terms and Conditions (“General Conditions“), including all Special Conditions set out in the Annexes (“Special Conditions“) govern the relationship between Adverge (DBA Adverge.ai) and the Partner as identified in the Purchase Order. Adverge and the Partner are referred to individually as a “Party” and jointly as the “Parties“. These General Terms and Conditions, the Purchase Order, and the Special Terms and Conditions together constitute the “Agreement“. This Agreement applies to the provision of the Adverge Services, as defined below, made available through the Platform. By clicking on “accept” or signing the contract, the Partner accepts all the Terms of these Special Conditions included in this Agreement. If the Partner does not intend to accept the Terms of this Agreement, the Partner must immediately stop using the Adverge Services. The use of the Adverge Services will be considered as tacit acceptance of the Agreement. This Agreement shall be effective from the date the Partner accepts it (by clicking on “I have read and accept” present on the Adverge Platform or signing the Purchase Order) or as otherwise agreed with Adverge (“Effective Date“) and shall be effective until terminated in accordance with the Terms of this Agreement.

1. OBJECT

This Agreement applies to Adverge’s advertising solution which enables the Partner to monetize its advertising inventory. Adverge advertising solutions are composed of the services described in greater detail in these General Conditions and/or in the Special Conditions, where applicable (each a “Service” and jointly the “Services“). The Services shall be agreed between the Parties by means of a Purchase Order and/or the Platform and/or by electronic mail and provided in accordance with this Agreement. The Partner may subscribe to one or more Services at the same time and/or decide to add new Services during the Term of this Agreement. Adverge Services facilitates the placement of advertisements in the various dedicated spaces within the Properties and the display of advertisements on the Properties using Adverge Formats.

1. DEFINITIONS

For the purposes of this Agreement, the Adverge Definitions shall apply. The terms “including”, “such as” or “for example” shall be construed without limitation in respect of the following terms.

1. IMPLEMENTATION AND OPERATION

The Partner will comply with all technical requirements provided by Adverge for the use of the Platform and access to the Services. Adverge will provide the Partner with the necessary guidelines via electronic mail and/or digital transmission. The Partner acknowledges and accepts that Adverge will organize and manage the placement of Advertisements (monetizing through programmatic and/or non-programmatic protocols, directly and/or through third parties). The Partner acknowledges that an unforeseen event and/or any significant event related to the industry or third-party standards to which Adverge is subject, occurring during the Term of the Agreement, which results in a significant technological or economic change beyond Adverge’s control, may directly and/or indirectly affect Adverge’s performance of its obligations and the economic balance of the Agreement as determined at the time of signing the Agreement. In such a case, Adverge will inform the Partner, and the Parties undertake to seek in good faith an appropriate solution for the continuation of the Agreement. If the Parties are unable to agree on a solution within ten (10) working days, Adverge shall be entitled to terminate the Agreement by giving the Partner five (5) days’ written notice by electronic mail or other equivalent means. The Partner agrees to comply with the technical implementation instructions provided by Adverge and understands that updating the technical implementation instructions is necessary, from time to time, in order to enable the optimization of the Adverge Services on the Partner’s Property. The Partner agrees not to remove or edit the Tags and/or disable the SDK integration throughout the duration of the Agreement. The Partner understands that should it remove or edit the Tags, and/or disable the SDK integration, it will be considered a termination of this Agreement without proper notice as provided in Article 9 of this Agreement.

1. PLATFORM ACCESS

Adverge grants access to the Platform for Users through the use of the username and password communicated by Adverge to the Partner or which the Partner has chosen when creating the account on the Platform (“Identification Data“). The Identification Data is confidential and can only be modified by the Partner or, at the Partner’s request, by Adverge. The Partner is responsible for the confidentiality and security of the Identifying Data and will not provide access to the Identifying Data to third parties unless they are Platform Users authorized by the Partner. The Partner is fully responsible for all activities carried out on its account and for any consequences resulting from the use of the Identifying Data, including any loss, theft, appropriation, and/or fraudulent use of the Identifying Data.

The Partner shall provide all information requested during the registration process. The Partner must regularly check and update the registration information to ensure that it remains accurate, current, and complete. Adverge will not be responsible for any problems relating to the operation of the Platform or the Services caused by the information provided by the Partner.

1. PLATFORM USE

The Partner agrees to use the Platform in accordance with the Platform General Terms and Conditions of Use.

The Partner explicitly recognizes and accepts that Adverge Network Members will determine the validity of the traffic and the validity of the Impression generated. If any Adverge Network Member considers, in its discretion, that the traffic or any Impression is invalid, such Impressions will not be taken into account for the purpose of calculating the compensation due to the Partner under this Agreement.

In case the Partner generates a disproportionate amount of invalid traffic, Adverge reserves the right to terminate the contract and retain the compensation due to the Partner under this Agreement.

This document continues with additional sections covering Pricing, Invoicing, Payments, Privacy Policy, Data Processing, Intellectual Property, Contract Duration, and other essential terms. Please review all terms carefully before agreeing to this Agreement.

In case the Partner generates a disproportionate amount of invalid traffic Adverge reserves the right to terminate the contract and retain the compensation due to the Partner under this Agreement.

In the event that the Partner is not the owner of the Properties on which the Advertisements are shown through the Platform, the Partner guarantees that it (i) holds the necessary rights to the Properties and the content appearing thereon; and (ii) is authorized to use the Properties for the purposes of this Agreement. The Partner shall be responsible for compliance with the conditions prescribed for the use of the Platform and the Terms of this Agreement by the Platform Users.

In addition, the Partner agrees to: (i) follow Adverge ’s instructions in relation to the use of the Platform; and (ii) immediately inform Adverge of any event that may affect its ability to comply with the Terms of this Agreement.

The Partner will comply with all Adverge policies in relation to the use of the Platform, including the Adverge Privacy Policy (“Privacy Policy“). The Partner acknowledges that the Privacy Policy may be updated from time to time by Adverge. In the event of any updates to the Privacy Policy, Adverge will provide the Partner with specific notice thereof.

Adverge may, at its sole discretion, with or without notice, temporarily or permanently suspend the Partner’s use of the Platform, without incurring any liability whatsoever.

Adverge may deactivate any unused account for six (6) consecutive months for security reasons. If the Partner wishes to reactivate the account, upon request, Adverge will send the Partner new Identification Data to access the Platform. In the case of an account that has been inactive for at least twelve (12) months, Adverge will have the right to terminate the Agreement, without having to provide any further reasons.

6. PRICING, INVOICING, AND PAYMENTS

The Partner agrees to allow Adverge a revshare and/or a SAAS fee in the amount set out in the Purchase Order for all advertising revenue generated by Adverge each month. Revenues will be based on net advertiser numbers (net of advertiser commissions, service fees, and invalid traffic costs) and will be collected by Adverge, then paid on a monthly basis, net 60 days. Payments will be paid to the Partner in the first week of each month. The minimum monthly payment threshold is $200. Unpaid revenue will accrue until the minimum threshold is reached. In the event of termination of this Agreement mid-month for any reason, revenues and revshare will be paid pro-rata.

Adverge Network Members measure Impressions and other metrics against which fees are calculated. The Partner shall have access to a dashboard through the Platform that provides access to economic reporting as well as other statistics and measurements related to the account (“Matrix“). The Partner accepts that all Adverge measurements and statistics are final and binding.

The fees are calculated on the basis of the Dynamic CPM in accordance with the conditions stated on the Platform and agreed between the Parties. However, the Parties may agree to use any other metric. In this case, the Partner and Adverge will agree on the applicable metric, which will be formalized in the Purchase Order or via electronic mail (as the case may be) and which may be modified from time to time when expressly agreed between the Parties. In the event of a conflict, the metric agreed by the Parties by electronic mail shall prevail.

It is expressly agreed between the Parties that Adverge reserves the right to revise its pricing conditions during the Term of the Agreement. If any revisions to the pricing conditions will be made, Adverge will provide a 30-day written notice to the Partner via electronic mail or other digital transmission.

The Partner acknowledges that, in some cases, Adverge will have to make changes to the statistics reported on the Platform. In the event that the difference between Adverge ’s and the Partner’s measurement exceeds ten percent (10%), the Partner shall notify Adverge within 15 days of the end of the billing month and the Parties shall attempt to remedy the divergence in good faith.

The Partner acknowledges that, where required by taxing or governmental authorities, third-party network providers or advertisers may deduct from advances, commissions, and/or other payments to The Partner hereunder any tax so imposed or other taxation or governmental charge or levy which they are obliged to deduct from such payments as aforesaid under or by virtue of any applicable tax law or governmental provision, whether or not as a result of The Partner’s status for tax purposes. Adverge shall be paid its fees based on the total amount earned by the Partner, not the net amount after any required tax withholding.

All monies received by Adverge for and on behalf of the Partner, such as monies received from third-party networks, will be transferred to the Partner, and, Adverge. will NEVER hold any funds for any tax liabilities whatsoever. All tax liabilities shall be solely the responsibility of the Partner and/or the owner of the site/app.

7. PRIVACY POLICY AND DATA PROCESSING

7. Privacy & Data Processing
7.1 Data Handling.
In connection with the Adverge Services, Adverge may process or come into contact with personal data of the Partner’s end users (“Users”) on behalf of the Partner in order to provide, optimize, and measure advertising and related services.
7.2 Third-Party Advertising Partners.
Adverge works with third-party partners in the digital advertising ecosystem (including demand-side platforms, supply-side platforms, ad exchanges, advertisers, networks, analytics providers, and other service providers) that may receive or process data in connection with advertising delivery, reporting, and optimization. Information about such third parties and how they use data is described in the Adverge Privacy Policy.
7.3 Publisher Responsibilities.
The Partner is responsible for ensuring that its own privacy policies, disclosures, and consent mechanisms:
a) Inform Users that their data may be collected and shared with Adverge and Adverge’s third-party partners in connection with the delivery of advertising;
b) Provide lawful bases for such processing under applicable data protection laws (such as GDPR or similar); and
c) Comply with any required user choice or opt-out rights.
7.4 Consent Frameworks.
Where required by applicable law, the Partner shall implement appropriate user consent mechanisms (such as industry standard consent management frameworks) to ensure that personal data is processed lawfully for advertising and related purposes.
7.5 Aggregated Data.
Adverge may use or share anonymized and/or aggregated data that cannot be traced to any specific individual for analytics, benchmarking, and service improvement purposes.

8. INTELLECTUAL PROPERTY

Each Party will remain the exclusive owner of the intellectual property rights it held prior to entering into the Agreement.

Adverge is the exclusive owner of all intellectual property rights on and in respect of the Platform.

Adverge grants the Partner a non-exclusive, non-transferable, and revocable license for the duration of this Agreement to access and use the Platform in accordance with the Terms of this Agreement. For the duration of the Agreement, the Partner grants Adverge (and Adverge’s Affiliates) a worldwide, royalty-free, non-transferable license to use, reproduce, and depict the Partner’s trademarks and logos on all promotional literature related to the Platform and for the use of the Services.

9. DURATION AND TERMINATION OF CONTRACT

Unless otherwise provided for in the Purchase Order, this Agreement shall be effective from the date of acceptance hereof and for the first twelve (12) months thereafter (“Initial Term“).

Following the expiry of the Initial Term, the Agreement shall automatically renew for successive periods of twelve (12) months (“Extended Term“).

Either Party to this Agreement may terminate this Agreement with or without cause by providing at least thirty days’ written notice to the other Party. Any termination of this Agreement (whether for cause or not) shall not affect the accrued rights or liabilities of either Party nor shall it affect the coming into force or continuation in force of any provision hereof which is expressly or by implication intended to come into or continue in force from or after such termination.

Termination of this Agreement (for any reason) shall not affect the rights and obligations of the Parties arising prior to the date of termination. The following articles shall continue to bind the Parties following termination of this Agreement: 6, 7, 8, 9, 10, 11, 12, 13, 14, 18, and 19, and any other provisions of this Agreement that are consequently intended to survive any termination or expiration.

10. STATEMENTS AND WARRANTIES

Each Party represents and warrants that:

• it has full capacity and power to enter into and perform this Agreement;
• once entered into, this Agreement shall be legally binding upon it and enforceable in accordance with its Terms;
• entering into, implementing, and performing this Agreement is not and shall not conflict with any contract, order, judgment, or understanding, oral or written, to which it is a party or by which it may be bound; and
• it will perform its obligations under this Agreement in accordance with all applicable laws, rules, and regulations, including applicable privacy and data protection laws, rules, and regulations.

11. INDEMNITY

The Partner agrees to defend Adverge against any third-party claims that are related to a breach by the Partner of any express representations or warranties under the Agreement. The Partner agrees to indemnify Adverge for any settlement amounts or sums by way of damages, liabilities, costs, and expenses (including legal fees) awarded by reason of, or arising out of, the aforementioned claims.

12. LIMITATION OF LIABILITY

Nothing in this Agreement shall exclude or limit either Party’s liability for: (a) death or personal injury; (b) fraud or fraudulent misrepresentation; or (c) wilful misconduct or gross negligence, or any other liability that cannot otherwise be limited or excluded by applicable law.

Without prejudice to clause 13.1 below, and with the exception of the indemnity provision in clause 12 and claims arising from breaches of confidentiality, in no event shall either Party be liable to the other Party for any loss or damage arising out of or in connection with:

interruption of use, loss, or inaccuracy of data or expenses incurred in procuring substitute technology, goods, or services;

special or particular damages, even if the other party knew of the circumstances in which such damages might occur;

loss of business;

loss of revenue;

loss of profits; or

loss of or damage to goodwill;

whether such loss or damage is direct, indirect, immediate, or consequential and whether arising in contract, tort (including negligence), or otherwise.

3. Without prejudice to Art. 13.1 below, if any liability of a Party arises, whether in contract, tort or otherwise, which is not otherwise limited or excluded by this Agreement, the aggregate amount thereof shall not exceed the amounts paid or payable under this Agreement during the twelve (12) months prior to the date on which such liability arises, provided, however, that the foregoing shall not limit the liability of a Party with respect to: (a) its indemnification obligations under Article 12; or (b) its obligations arising out of breaches of confidentiality.
4. CONFIDENTIALITY

For the purposes of this Agreement, “Confidential Information” means the Terms of this Agreement and any information, know-how, and trade secrets in any form which is not publicly known and which is identified as confidential.

Each Party agrees to:

to keep confidential any Confidential Information it receives from the other Party, and to employ the same degree of caution that it uses to protect its own Confidential Information;

not disclose to any third party any Confidential Information of the other Party without the express consent of the other Party;

use the other Party’s Confidential Information solely to exercise its rights and perform its obligations in accordance with the Terms of the Agreement.

3. The obligations of the Parties with respect to Confidential Information shall continue in force throughout the Term of this Agreement and for a further period of two (2) years after the expiry or termination for any reason of this Agreement, provided that the obligations of the Parties with respect to trade secrets shall continue in force until such trade secrets become publicly known for reasons other than a breach of this Agreement by the receiving Party.
4. FORCE MAJEURE

The Parties shall not be liable to each other for any delay or breach of this Agreement caused by any factor beyond the reasonable control of the Parties which prevents in whole or in part the performance of this Agreement, including (but not limited to) natural disasters, fire, storm, flood, earthquake, explosion, accident, acts of terrorism, wars, rebellions, insurrections, sabotage, political upheaval, epidemics, pandemics, lockdowns, quarantines or similar measures, labor disputes, shortage of workers, energy shortages, embargoes, transportation shortages or delays, any act or omission (including laws, regulations, disagreements or lack of approval) of any government or governmental agency (“Force Majeure“).

It is expressly agreed that the occurrence of a Force Majeure Event shall result in the suspension of the Agreement for the sole period of duration of such event; provided that the Party intending to invoke this Clause 15 shall notify the other Party within a period not exceeding two (2) weeks of the occurrence of the Force Majeure Event, by electronic mail or by means of other digital transmissions, specifying the period of suspension of its obligations and the Force Majeure Event justifying such suspension.

15. TRANSFER OF CONTRACT

No Party may assign, transfer, or subcontract its rights under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Adverge may assign this Agreement, without the Partner’s consent (i) to a company belonging to Adverge’s corporate group; or (ii) to a third party acquiring Adverge or a controlling interest of all or substantially all of Adverge’s share capital. Any assignment of this Agreement in breach of the provisions of this article shall be null and void.

16. APPLICABLE LAW AND JURISDICTION

The Agreement (including any dispute or claim of a non-contractual nature arising out of or relating to the Agreement) shall be governed by and construed in accordance with the laws of Delaware, without regard to any principles or rules of conflicts of laws which would result in the application of the laws of a different jurisdiction. The Parties agree that the Delaware Court of Chancery shall have exclusive jurisdiction over all disputes (including non-contractual disputes) arising out of or relating to this Agreement and hereby waive any claim of forum non conveniens with respect to such jurisdictions.

17. MISCELLANEOUS

Adverge and the Partners are independent contractors and nothing in the Agreement shall be construed to qualify either Party as a legal representative, partner, joint venturer, principal, employee, or agent of the other Party.

If any term or provision of this Agreement is held to be invalid or unenforceable, that fact shall not affect the other Terms or provisions of this Agreement, nor shall it render such provision invalid or unenforceable in any other jurisdiction. In such cases, a valid provision that comes as close as possible to what the Parties intended to define commercially and that will replace the invalid provision shall be deemed to have been agreed upon. If such a change is not possible, the provision in question, or part of it, shall be deemed deleted and shall not affect the validity or enforceability of the remainder of the Agreement.

The present Agreement constitutes the entire Agreement and understanding between the Parties and supersedes previous Agreements, declarations, negotiations, and discussions between the Parties with respect to the Platform and the subject matter of the present Agreement.

The Partner acknowledges and agrees that Adverge may update or amend this Agreement at any time. If the Agreement is updated or amended, Adverge will inform the Partner of the changes through the Platform, electronic mail, or other digital transmission, or by any other appropriate means. If such changes are material, Adverge will notify the Partner before the change becomes effective. Any use of the Services and/or the Platform by the Partner subsequent to the notification will be considered as acceptance by the Partner of the Agreement as amended. If the Partner does not intend to accept such changes, the Partner must immediately: (i) notify Adverge in writing; and (ii) stop using the Services and the Adverge Platform.

Unless otherwise provided for in this Agreement, in the event of any discrepancy between what is set out in the documents making up the Agreement, the following shall prevail, in the order set out below: (i) Purchase Order (when applicable), (ii) General Terms and Conditions.