These CPM EARN Advertising Program Terms (“Terms”) are entered into by CPM EARN (“CPM EARN ”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in CPM EARN ’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing, the parties agree as follows:
Programs. Customer authorizes CPM EARNand its affiliates to place Customer’s advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by CPM EARNor its affiliates on behalf of itself or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes CPM EARNor its affiliates to use automated tools to format Ads. CPM EARNand its affiliates may make available to Customer certain optional Program features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. CPM EARNor Partners may reject or remove a specific Ad or Target at any time for any or no reason. CPM EARNand its affiliates may modify or cancel Programs at any time. Customer acknowledges that CPM EARNor its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta,” “Ad Experiment,” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
Ad Serving. (a) Customer may utilize an Ad server solely for serving or tracking Ads under Programs that permit third party Ad serving and only if the Ad server has been authorized by CPM EARNto participate in the Program. CPM EARNwill implement Customer’s Ad server tags so that they are functional. (b) CPM EARNwill have no liability for discrepancy between CPM EARN ’s impression count (“IC”) and the IC produced by Customer’s third party Ad server (“3PAS”).
Ad Cancellation. Unless a Policy, the Program user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Customer cancels an Ad after a commitment date provided by CPM EARN(e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by CPM EARNto Customer (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account if the functionality is available, (ii) if this functionality is not available, with notice to CPM EARNvia email to Customer’s account representative or (iii) if Customer does not have an account representative, with notice to CPM EARNvia email to admin@CPM EARN .com (collectively, the “Ad Cancellation Process”). Customer will not be relieved of any payment obligations for Creative not submitted or submitted by Customer after the due date provided by CPM EARN . CPM EARNwill not be bound by a Customer provided IO. (iv) If customer finishes campaign more than 20% of total than customer has not been eligible for Refund process.
Make-Goods. For reservation-based online display Ad impressions billed on a CPM basis (“Display Ads”), CPM EARNwill deliver any agreed upon aggregate number of Display Ads by the end of the campaign, provided that if CPM EARNfails to do so, then Customer’s sole remedy is to make a claim within 60 days after the invoice date (“Claim Period”). If CPM EARNconfirms the accuracy of the claim, then CPM EARNwill not charge Customer for the undelivered Display Ads or, if Customer has already paid, at CPM EARN ’s reasonable discretion, CPM EARNwill provide for (i) advertising credits, which must be used by the Customer within 60 days of issuance of the credits (“Use By Date”), (ii) later placement of the Display Ads in a position CPM EARNdeems comparable or (iii) an extension of the term of the campaign. CPM EARNcannot assure that any auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads.
Disclaimers. EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND CPM EARN , ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF CPM EARN , ITS AFFILIATES OR CPM EARN ’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.
Indemnification. Customer will defend, indemnify and hold harmless CPM EARN , its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.
Term. CPM EARN may add to, delete from or modify these Terms at any time without liability. Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party,