Outfit7 Advertising Network Terms and Conditions
(last update October 2016)
These Outfit7 Advertising Network Terms and Conditions (“Network Terms”) are part of the Insertion Order (“IO”) between Outfit7 Limited (“Outfit7”) and the customer (“Advertiser”), and shall govern Advertiser use of the Service (defined below). The IO and Network Terms are collectively referred to hereunder as the “Agreement.” In case of any conflicts between the IO and these Network Terms, the terms of the IO shall prevail.
You and Outfit7 shall be collectively referred to as (the “Party”, “Parties”). If you are entering into the Agreement to provide Ads on behalf of a third party Advertiser, you are obligated to bind the Advertisers you use to implement this Agreement to the terms set forth in this Agreement, however you are ultimately responsible for the fulfillment of any Advertiser obligations pursuant to this Agreement.
Outfit7 Advertising Network is an ad mediation and optimization network offering user acquisition advertising services to publishers and advertisers (“Outfit7 Network”, “Advertising”).
Outfit7 Network offers its advertising services based on various advertising models (“Advertising Model”):
- CPC means Ads sold on cost per click basis.
- CPE/CPA means Ads sold on a cost per engagement/action basis, whereas the parties shall agree prior to the campaign start what kind of an achievement of user shall be the basis for such Advertising Model.
- CPI means Ads sold on a cost per install basis, whereas install means the first launch of the Advertiser App within the Look-back Window, which is twenty-four hours starting from the time the user has clicked on the Advertiser’s Ad within Publisher’s app.
- CPM means Ads sold on a cost per thousand impressions basis.
- CPV means Ads sold on a cost per view basis, whereas for a view of a video ad it is enough that the video ad has started playing unless otherwise agreed between the parties prior to the campaign start.
- CPCV means Ads sold on a cost per completed view basis, whereas completed view means the video ad started playing and played through its entire duration to completion unless otherwise agreed between the parties prior to the campaign start.
Advertiser shall give permission or in case of an Agency it shall obtain the Advertiser’s relevant permission in order for the Publisher to display graphical content, video, audio, text, icon and name of Advertiser’s app or any other material as agreed between the parties, as an ad within Publisher’s app (“Ad”). Publisher’s users shall be automatically rewarded in Publisher’s app for completed video view of an Ad.
The territory for providing the services is global. Advertising campaigns shall be set out in the IO, or as confirmed by company’s e-mail, all of which shall constitute a valid obligation for the Parties. Any changes to the advertising campaigns shall be implemented within 48 hours following written notice. In case of subsequent e-mails, the terms of the last approved e-mail shall prevail.
Outfit7 Network shall be provided by Outfit7, any of its affiliates and/or providers of outsourced services.
Outfit7 may incorporate the links to ads for Advertiser’s app acquired from and approved by the Platform into Outfit7 Network. The links cannot be accessed and used at Publisher’s own discretion. After integration Advertiser shall offer Ads for the display within Outfit7 Network. Each Ad/Advertiser’s App used must include the special transaction tracking computer code provided by Outfit7 and Advertiser will not in any way interfere with any such Ad Code and/or other technology required to be used for the advertising campaign. Advertiser shall make commercially reasonable efforts not to transmit any Ads to Publisher that are defamatory, libelous, harassing, abusive, obscene, fraudulent, non-compliant, black listed or unlawful, but provides no guarantees therefor. Outfit7 shall position, show and/or optimize the Ads in a way it sees it the most effective. Outfit7 reserves the right to stop the campaign and/or terminate Advertiser’s participation in Outfit7Network in case of breaches that cannot be solved in a reasonable timeframe, without any liability to the Advertiser. Outfit7 may alter or modify the content of Ads or request Advertiser to make necessary modifications if this is necessary to implement the services. Outfit7 shall use commercially reasonable efforts to investigate or resolve any claim or dispute involving Advertiser in relation to the advertising campaign and all determinations made by Outfit7 in connection with the advertising campaign shall be final and binding. Apart from other obligations and rights stated herein, the Advertiser further agrees as follows. The Advertiser shall not: a) interfere or attempt to interfere with the purpose of Outfit7 Network b) use Outfit7 Network for any purpose not necessary for the implementation of the services including any fraudulent or unlawful purposes c) breach any term of this Agreement.
4. TRACKING & REPORTING
Outfit7 and Advertiser shall agree on the tracking system prior to launch of the campaign. Advertiser shall set up a 3rd party or its own tracker for the app campaign and for CPI campaigns it shall allow Advertiser’s connection with Outfit7 Network in order to enable Advertiser’s postback to Outfit7 backend for conversion tracking. Advertiser shall be obligated to send to Outfit7 reports until the 5th of the following month for the previous month. Advertiser may send reports until the 15th of the month upon Outfit7′s prior approval. Outfit7 shall use commercially reasonable efforts to adhere to the daily cap.
“Install” means each time a user installs and runs the Advertiser’s App while being online within the lookback/attribution window time period of twenty-four (24) hours starting from the time the targeted user has clicked on the Advertiser’s App icon within Publisher’s App (“Lookback Window”). Installs sent within the time period from the Lookback Window will be fully charged. Advertiser will also pay for the additional installs that come within the Lookback Window period after the campaign has been stopped, provided that the total budget has not run out.
Advertiser shall provide access to tracking data from its system upon Outfit7′s request. Outfit7 may provide reports via e-mail. If Advertiser provides tracking service itself or via a third party service, it shall be responsible for the continued operation and 100% uptime of the tracking service. Advertiser must promptly inform Outfit7 if the tracking service provided by Advertiser is not operational. If the Advertiser doesn’t request Outfit7 to pause Advertiser’s campaigns during this non-operation of tracking service period, Outfit7 will estimate tracking numbers and the associated costs for this period based on the average tracking numbers volume within a similar period when tracking was operational and will charge the Advertiser based on such estimate. Advertiser shall pay for any tracking numbers generated during the non-functioning of Advertiser’s or third party’s tracking system for which Outfit7 may provide evidence. The Parties shall make best efforts to resolve any discrepancies between the measurements of more than 10% promptly and amicably.
The payment method shall be as provided in the IO. Outfit7 shall issue a pro forma invoice for the total budget of the IO and Advertiser shall make an advance payment via wire transfer within three (3) days before the campaign start date. In case of non-advance payments, Outfit7 will invoice Advertiser presumably until the 15th day of the current month for the Advertising Services in the previous month or after expiry or termination of the IO, whichever is earlier, for the price stated in the IO. In case of open budget campaigns, the invoice for Advertising Services will be based on tracking numbers as reported by approved tracking and serving system in accordance with the Advertising Model as agreed between the parties prior to the campaign start. Advertiser will make payments within 30 days from the date of the invoice.
The prices do not include taxes that may be assessed by any jurisdiction and which shall be Advertiser’s sole responsibility. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser will pay such taxes to ensure that Outfit7 receives the full amount invoiced to Advertiser without any offset or deduction. To the extent that Outfit7 is required to collect and/or remit any such taxes in connection with an IO, Advertiser will reimburse it for such taxes, so that Outfit7 total payment shall be as stated in the IO. If the total budget is not spent till the end date of the campaign, the Parties may decide either to prolong the campaign by exchanging e-mail confirmations, transfer the unspent but paid amount to another Advertiser’s campaign or Outfit7 shall return the outstanding amounts to the Advertiser. The invoice and any outstanding amounts shall be issued/paid within eight (8) working days from the end of the campaign. The invoice can be rejected within eight (8) days from its receipt, with sending a notice clarifying the reasons to email@example.com. Any notification sent after the deadline or via other means shall be disregarded. Outfit7 is allowed to make a set off of the amounts owed to it by Advertiser and the pre-paid amounts for the unspent campaigns. Advertiser is obligated to make the payment in a currency stated on the invoice. Advertiser shall pay any transaction costs accrued due to using PayPal for payment purposes.
6. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
7. LIMITATION OF LIABILITY
In no event shall either Party be liable for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, including, but not limited to, loss of profits or business, whether based on breach of contract, tort or otherwise, even if such damages are foreseeable and whether or not that Party has been advised of the possibility thereof. Outfit7′s total liability arising out of the Agreement or the services, whether based on contract, tort or otherwise, shall not exceed the amount equal to three month’s payments retained by Outfit7 from Advertiser’s usage of the service pertaining to which the relevant liability is assessed or $20,000 USD, whichever is less. Advertiser acknowledges that the fees payable hereunder reflect the allocation of risk set forth in the Agreement and that they would not enter into the agreement without these limitations on liability.
Confidential Information shall be defined as any data (about users, performance etc.), information or software relating to or collected through Outfit7 Network and this Agreement as well as all information or material or data in any form, including, but not limited to, oral, written, printed, graphic or electromagnetic forms disclosed either orally, in writing or in any other way, between Parties that are not publicly known, rightfully received from a third party or independently developed without access to the other Party’s Confidential Information. The provisions of this Section shall be also mutatis mutandis applicable for the Advertiser. For the purposes of clarification, aggregated and anonymized performance data of Outfit7 Network shall not be considered Confidential Information. Furthermore, the Outfit7 Network itself and the method of generating installs, including but not limited to any processes, software, developments, inventions, algorithms, formulas, technology, designs, drawings and engineering related to Outfit7 Network shall be deemed Confidential Information. Advertiser shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects, which embody the Outfit7s Confidential Information and which are provided to it hereunder. Should Advertiser gain knowledge of the technical operation of the Outfit7 network they agree not to use said knowledge or share it with any third party. Receiving Party will not: (i) use the Confidential Information for any purpose whatsoever (for its own benefit or the benefit of a third party) other than for the implementation of this Agreement; or (ii) disclose the Confidential Information to any third party. Receiving Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information, including, but not limited to, having each of their employees and clients, if any, with access to any Confidential Information execute a nondisclosure agreement; or (iii) abandon due standard of care and therewith enable any person, firm, corporation or other entity to get access to, any Confidential Information that they obtain, access or create during the term of the Agreement, whether or not during working hours. Nothing in this agreement will prevent the Receiving Party from making any disclosure of the Confidential Information required by law or by any competent authority, provided that a prior written notice to the other Party shall be obligatory.
9. TERM AND TERMINATION
Advertiser may terminate the Agreement/campaign with 48 hours prior notice. In case of open budget campaigns, the campaign will start when approved and will run until terminated via company e-mail address or dashboard in accordance with the terms set forth therein. E-mail approval/dashboard confirmation shall constitute a valid obligation in accordance with the Agreement. Either Party may terminate this Agreement in case of a material breach that is not being remedied within a reasonable time from a written notice to the breaching Party. Material breach shall be considered any breach that results in the services not working properly, breach of the Agreement and/or applicable legislation. Each Party has the right to terminate the Agreement immediately in case of the other Party becoming insolvent, making an assignment for the benefit of the creditors or starting a bankruptcy or any other insolvency procedure. Upon termination of the Agreement Advertiser will keep Outfit7 Network operational as if the Agreement would be valid for at least one (1) month after its end, so that users accrued before the termination will be able to use the benefits of the advertising campaign. Section 8 of this Agreement shall survive the termination of this Agreement and be valid during the term of this Agreement and for an additional five (5) years thereafter.
10. IAB TERMS
11. FINAL PROVISIONS
Neither Party may assign, delegate or otherwise transfer its rights or obligations under this agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, except that each Party may assign the agreement in connection with a transfer of all or substantially all of its business or assets, whether by sale, merger, internal restructuring or otherwise and to an affiliate, at any time. Any attempted assignment, delegation or other transfer by a Party in violation of this section shall be void and shall constitute a material breach of this agreement. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the UK, if Advertiser is registered in the EU, excluding its conflict of laws rules, if the Advertiser is registered anywhere else in the world, the Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, excluding its conflict of laws rules. The Agreement represents the entire agreement between the Parties and supersedes any prior agreements with respect to the subject matter set forth herein. If any provision of the Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of the Agreement shall remain in full force and effect to the greatest extent permitted by law, so long as the economic or legal substance of the transactions contemplated thereby is not affected in any manner materially adverse to any Party. The amendment/addendum shall be valid only in a written form signed by authorized representatives of both Parties or if accepted with company e-mail exchange or via on-line dashboard as stated in this Agreement. When using e-mail, campaign details shall be communicated to the contact person whereas changes to the terms and termination shall be communicated to the authorized representative and contact person. It is Your responsibility to provide both persons contact information, if you do not do so, we will send notices to the e-mail you have provided and you shall be solely responsible for lack of notice and/or misrepresentation. Outfit7 may modify this Agreement by posting changes to the Network Terms’ link and informing the Advertiser of such changes via company e-mail. Your continued participation in Outfit7 Network fifteen (15) days after the changes are publicly posted and communicated to you via e-mail shall constitute your acceptance of the modified Agreement.
Outfit7, October 2016