Terms and Conditions
These Web Publisher Terms and Conditions (the “Terms and Conditions”) shall govern your participation in the Organic Visitors Publisher Network (“Organic Visitors”). You will be referred to herein as the “Publisher.”
Membership in Organic Visitors is subject to prior approval by Organic Visitors. Organic Visitors reserves the right to refuse or terminate service to any Publisher. Publisher must obtain approval for each Publisher Domain on which Ad Tags are to be placed. Acceptance of one or more Publisher Domain(s) shall in no way guarantee acceptance of any additional Publisher Domain(s) owned or operated by Publisher.
3. Eligibility Requirements
In order to be eligible for Membership in Organic Visitors, Publisher Site(s) must at all times remain in compliance with the Organic Visitors Publisher Code of Conduct. Should any provision of the Code of Conduct be in conflict with these Terms and Conditions, the latter shall prevail.
4. Placement and Service of Organic Visitors Ad Tags on Publisher Domain(s)
Publisher shall be responsible for placing Organic Visitors Direct Tags on approved Publisher Domain(s) in a manner that allows verification of the URL of the web page. and in compliance with these Terms and Conditions. Publisher will make the Inventory available to Organic Visitors in Organic Visitors’s Standard IAB Units as described in these Terms and Conditions or as may be updated by Organic Visitors from time to time. Organic Visitors Advertising Guidelines are available to Publisher via the Publisher Interface.. Direct Tags are to be placed on approved Publisher Domains only. Publisher is prohibited from modifying, or causing to be modified, Organic Visitors Direct Tags. Placing Direct Tags on non-approved Publisher Domains is specifically prohibited by these Terms and Conditions and will result in immediate removal of the Publisher from Organic Visitors, and non-payment of any and all amounts due Publisher. Publisher understands that the placement of Ad Tags on non-approved Publisher Domains may result in monetary and reputational harm to Organic Visitors. Therefore, Publisher acknowledges and agrees that, in the event that Direct Tags are placed on any unapproved domain, Organic Visitors shall be entitled to seek immediate injunctive relief, and Publisher will be liable to Organic Visitors for compensatory damages related to any lost revenue, loss of brand value or any other consequence resulting from such unauthorized use of Direct Tags.
5. Impression Counts; Reporting; Inventory
Organic Visitors shall provide Publisher with online reporting detailing the placement, inventory, and earnings of Advertisements or offers on Publisher Site(s) through the Publisher Interface. Organic Visitors’s inventory counts and earnings shall be the sole source of measurement with respect to campaigns run on Publisher Site(s) and payments to be made to Publisher hereunder. Organic Visitors makes no guarantee that it will fill 100% of the advertising Inventory on the Publisher Site(s) with paying Advertisements. Any suspected discrepancies must be reported by Publisher within 30 days. Reasonable efforts will be made to resolve discrepancies, provided, however, that any resolution will be at Organic Visitors’s discretion and will be final. Publisher will be given the ability to manage advertiser exclusions through Organic Visitors’s Publisher Interface.
6. Payment Provisions
Organic Visitors will pay Publisher a revenue share equal to fifty-five percent (55%) of Net Revenue. Payments are made in U.S. dollars except in instances where the Publisher has elected a wire transfer or International ACH payment method, for which Publisher agrees to pay applicable fees. Revenue share payments shall be paid forty-five (45) days following the end of each calendar month provided, however, that no payment will be issued to Publisher in any month where total accumulated amounts due to Publisher do not equal the greater of Fifty Dollars ($50) or the minimum amount set forth by Publisher. Any monthly balance less than the minimum payment withdrawal amount will accumulate until such month in which the total accumulated amount due to Publisher reaches the minimum payment withdrawal amount. Any dispute regarding a payment from Organic Visitors hereunder must be submitted to Organic Visitors in writing within 30 days following the end of the month in which such inaccuracy is believed to have occurred. Organic Visitors will make commercially reasonable efforts to resolve reported inaccuracies fairly. Resolution is at Organic Visitors’s sole discretion and all resolutions are final. If Organic Visitors pays Publisher by check, Publisher must cash such payment within one hundred and eighty days of the date of the check; otherwise such check will be null and void and publisher waives all rights and claims to such payment.
Organic Visitors is required by U.S. law to collect certain tax withholding information for all Publishers (US and international). Publishers must submit this information upon activation of their account with Organic Visitors. The accuracy and completeness of the tax information provided is the sole responsibility of the Publisher. No payments will be made to Publishers until all required tax or other information has been provided. Publisher shall be responsible for all taxes related to income received through Organic Visitors.
9. Collection and Use of Information and Data
10. Service and Advertisements
Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Organic Visitors and its advertisers have and will retain all rights, title and interest in and to the Advertisements and the service and all copies, modifications and derivative works thereof. Publisher acknowledges that it is obtaining only a limited, non-transferable, non-exclusive license right to display the Advertisements and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Publisher under these Terms and Conditions or otherwise.
Either party may terminate their relationship at any time or for any reason upon written notice to the other party, provided, however, that Publisher shall be obligated to fulfill any site-specific advertising campaigns configured to run on Publisher Site(s) prior to such termination. Organic Visitors shall be released from all outstanding payment obligations in the event that these Terms and Conditions are terminated by Organic Visitors due to a breach by Publisher. Upon termination, Publisher shall promptly remove all Ad Tags from Publisher Domains. Notwithstanding anything else herein, Organic Visitors may suspend Publisher’s account immediately without notice in the event of any breach of these Terms and Conditions by Publisher. Upon termination of the parties’ relationship, Organic Visitors shall cease all use of the Publisher Marks (as defined in Section 20 below). Sections 6 (only to the extent of payments owed to Publisher at the time of termination, if any), 7-10, 13-17, 19 and21 shall survive termination of these Terms and Conditions.
Notices to Organic Visitors may be sent via email to firstname.lastname@example.org. Any notice received later than 5:00 p.m. PST (or PDT) Monday – Friday, on a Saturday or Sunday, or on any U.S. federal holiday shall be deemed received on the following business day. It is the sole responsibility of the Publisher to maintain updated and accurate Contact Information in the Publisher Interface through which Organic Visitors will respond to such notices or give notice to Publisher. Notices given pursuant to this Section 12 constitute notice in writing, where such is required herein.
Both parties understand and acknowledge that, during the performance of these Terms and Conditions, each party may be required to disclose to the other certain information which the disclosing party regards as proprietary or confidential. As used herein, the term “Confidential Information” shall include (i) trade secrets, business plans, strategies, and methods; (ii) computer system architecture and network configurations; (iii) all information obtained through the Publisher Interface, including, but not limited to, payment amounts received by Publisher hereunder, and (iv) any other information relating to the disclosing party that is not generally known to the public, including information about the disclosing party’s personnel, products, customers, financial information, marketing and pricing strategies. Each party may use Confidential Information disclosed to it only in connection with its performance hereunder, and not for any other purpose. Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of the receiving party; (ii) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of these Terms and Conditions by the receiving party; (iii) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party; (iv) the receiving party had in its possession prior to the date of disclosure by the disclosing party; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
14. Representations & Warranties
15. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, OR OTHER INDUCEMENTS, EXPRESS OR IMPLIED. SERVICES PROVIDED BY Organic Visitors HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PUBLISHER ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICES PROVIDED BY Organic Visitors HEREUNDER MAY BE SUBJECT TO OCCASIONAL SERVICE INTERRUPTION. Organic Visitors SHALL NOT BE RESPONSIBLE FOR DELAYS OR SERVICE INTERRUPTIONS CAUSED BY ACCIDENT, ACT OF NATURE, SYSTEM FAILURE, GOVERNMENT OVERSIGHT OR OTHER CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. Organic Visitors MAKES NO REPRESENTATION OR WARRANTY AS TO PERFORMANCE, SERVICE UP-TIME OR RESULTS.
Publisher is solely responsible for the all content appearing on Publisher Domains and shall hold Organic Visitors, its officers, directors, affiliates, employees, agents, representatives and advertisers harmless from and against any and all third party claims, demands, liabilities, expenses, losses and damages (including reasonable attorney’s fees) resulting from or related to: (i) content on or the operation of Publisher Domains (other than unmodified Advertisements or other content provided by Organic Visitors hereunder); (ii) Publisher’s breach of these Terms and Conditions; (iii) infringement or violation by Publisher or users of the Publisher Domains of any intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity or any other intellectual property right; or (iv) Publisher’s violation of any law or regulation, including but not limited to the CAN-SPAM Act of 2003 and the COPPA Act of 2000, and/or any privacy law, rule or regulation, or (v) Publisher’s violation of Section 4 of these Terms and Conditions. Organic Visitors shall hold Publisher, its officers, directors, affiliates, employees, agents and representatives harmless from and against any and all third party claims, demands, liabilities, expenses, losses and damages (including reasonable attorney’s fees) resulting from or related to: (i) Organic Visitors’s material breach of these Terms and Conditions; (ii) infringement or violation by Organic Visitors of any intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity; (iii) Organic Visitors’s violation of any privacy law or regulation.
17. Limitations on Liability
EXCEPT FOR THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 16 ABOVE, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP SET FORTH HEREIN. IN NO EVENT SHALL Organic Visitors’S TOTAL LIABILITY HEREUNDER EXCEED THE FEES PAID TO PUBLISHER HEREUNDER FOR THE MONTH IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM.
18. Right to Modify Terms
Organic Visitors reserves the right to change or alter the services and technology it provides Publisher and/or these Terms and Conditions, except for the payment provision set forth in section 6 above. Any material change to the Organic Visitors services and any change to these Terms and Conditions will be clearly posted on Organic Visitors’s website and communicated to Publisher through Organic Visitors’s Publisher Interface. Continued participation in Organic Visitors following notice of such change shall constitute Publisher’s consent to be bound by such amended Terms and Conditions.
19. Governing Law and Jurisdiction
These Terms and Conditions will be governed by the laws of the State of California without regard to its conflicts of law provisions. The parties hereby consent to the exclusive jurisdiction of any state or federal court located in Alameda County, California.
20. Intellectual Property License
Publisher hereby grants to Organic Visitors a limited, non-transferable (except as provided for herein), non – exclusive license, during the term of Publisher’s participation in Organic Visitors, to use and display the trademarks and logos associated with the Publisher Domains (the “Publisher Marks”) for the purpose of listing and promoting the Publisher as a member of Organic Visitors in connection with marketing to and communication with potential advertisers.
The parties hereto are independent contractors and nothing contained herein or done in performance of these Terms and Conditions shall constitute either party as the agent or employee of the other party or constitute the parties as partners or joint ventures. Publisher may not assign or otherwise transfer, whether voluntarily or by operation of law, any of the rights or obligations contained herein without the prior written consent of Organic Visitors. Organic Visitors may transfer or assign its obligations under these Terms and Conditions without Publisher’s consent in connection with the sale, transfer or reorganization of its business. These Terms and Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersede any prior proposals, agreements and/or representations between the parties. The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which will remain in full force and effect. Publisher consents and agrees that the use of a key pad, mouse or other device to select an item, button, icon or similar action while using any Organic Visitors service, or in accepting or making any transaction regarding any agreement, including the Terms and Conditions and the Code of Conduct, constitutes the signature, acceptance, and accord of Publisher as if actually signed by Publisher in handwriting. Further, Publisher agrees that no certification authority or other third party verification is necessary to the validity of Publisher’s electronic signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of Publisher’s electronic signature or any resulting agreement between Publisher and Organic Visitors.