CODEC PRIME Advertiser Agreement
By signing up for and/or using CODEC Prime, Inc. (“CODEC”) services you agree that you have read, understood, and accept this Advertiser Agreement (“Agreement”). If you do not accept this Agreement, please do not sign up for, or use, CODEC. You are responsible for any divisions, partners, clients, agencies, or affiliates using your CODEC account and are bound by this Agreement. By signing up for CODEC, Advertiser warrants that Advertiser (or Authorized Representative of the Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot accept this Agreement.
Definitions
Titles used throughout this Agreement are intended solely for convenience of reference.
Advertiser
Any company or individual who signs up for a CODEC advertising account. Agencies that sign up to create accounts on behalf of their clients are considered Advertisers as defined above. Any Advertiser account created through an Agency is the Agency’s responsibility and is bound by this Agreement.
Publisher
Any company or individual who holds a CODEC Publisher account in order to display CODEC content and Ads on their Site.
Site(s)
Website, mobile website, mobile app, where Publisher displays, or intends to display, CODEC content & Ads.
Ads
Refers to all types of advertisement that are served by CODEC onto Publisher’s Site, such as branded content, sponsored content, native ad units, native ad pages, video pre-rolls, video ads, and other content & advertising formats.
Campaign(s)
A named collection of ads, or a single ad, belonging to a single Advertiser, sharing the same price and pool of funding.
Party/Parties
Refers to CODEC and/or Advertiser.
Spend
The funds spent by Advertiser on CODEC services.
Backend
Refers to the CODEC admin area (https://admin.codecprime.com) which Advertiser has access to when signed up for CODEC.
1) Using CODEC Services
Advertiser shall be responsible for compliance, including without limitation, the relevant International Code of Advertising Practice, applicable law, statute, or industry codes of practice for all advertisements and related materials delivered to CODEC as well as content/services/products/brands which Advertiser advertises through CODEC.
CODEC does not allow Ads that contain, or promotion of content/services that contain anything which is, or can be construed as: (i) morally questionable, (ii) illegal, (iii) illegal drugs promotion, (iv) racism, (v) provocative political, (vi) provocative religious, (vii) malware or virus, (viii) fraudulent or suspicious, (ix) not in line with the regulations as set by relevant regulatory bodies, (x) adult – suitable only for users over the age of 18, (xi) misleading.
CODEC is a self-serve service. Advertiser is solely responsible for Campaigns he runs through CODEC, including, but not limited to: activating Campaigns, pausing/stopping Campaigns, setting/changing auto top-up, adding/removing/moving funds, changing/creating Campaigns, changing/creating Ads (including adjusting categorization of Ads), creative/banner upload, changing/adding/removing targeting, changing/adding destination URL’s, and changing/updating account details.
Advertiser understands that once it has set up the Campaign(s), it must go through activation. CODEC endeavors to activate Campaigns within 1 US working day, however Advertiser understands that CODEC cannot guarantee that this will always be the case.
If Advertiser asks CODEC to make any changes to their CODEC Advertiser account on Advertiser’s behalf including, but not limited to: activating Campaigns, pausing/stopping Campaigns, setting/changing auto top-up, adding/removing/moving funds, changing/creating Campaigns, changing/creating Ads (including adjusting categorization of Ads), creative/image/video/file upload, changing/adding/removing landing page(s), changing/adding/removing targeting, changing/adding destination URLs, changing/updating account details, Advertiser agrees and understands that all the changes made are still entirely the Advertiser’s responsibility, and that it is the Advertiser’s responsibility to check everything thoroughly, and ensure all changes and updates are accurate and correct. If there are any errors made, then Advertiser agrees to take full responsibility.
CODEC reserves the right to refuse service to any new or existing Advertiser for any reason, or no reason, at its sole discretion.
2) Payments
Advertiser is responsible for all payments transaction charges including, but not limited to, bank charges and credit card charges that its bank may impose on it.
CODEC is a company based in NY state, USA. Taxes, if applicable, will be deducted from the payment received.
Advertiser may pause or stop a Campaign at any time. Advertiser can move funds between their Campaigns. CODEC may, at its sole discretion, allow an Advertiser to transfer funds between different CODEC accounts.
Refund of Unspent Funds
On request CODEC will return any unspent funds to the Advertiser. Any Advertiser bonuses or extras granted by CODEC and added to Advertiser account will not be paid to Advertiser and will be deducted from the unspent funds amount to be returned. Advertiser is liable for a $35 administration charge for amounts up to $300 and 10% for amounts over $150 which will be deducted from the unspent funds, and must also pay all transaction charges. Unspent funds are returned to the Advertiser within 30 days of the request received given there are no disputes and Advertiser has fully complied with this Agreement. The Advertiser account may then be closed.
Funds can be added at any time from the Advertiser Backend, whilst setting up Campaigns and before setting up Campaigns. Funds will be allocated to Advertiser account only when payment has cleared into CODEC’s bank account. To ensure continuity of Campaigns, Advertiser understands that it is its responsibility to allow time for payments to reach CODEC and clear into the bank account. CODEC is not responsible for Campaigns that are paused due to lack of funds, nor for account top-up payments not being received on time.
Advertiser will be sent a receipt after payment is received, for the amount received.
CODEC reserves the right to set and negotiate specific payment terms, deals, relationships, and rates on an Advertiser-by-Advertiser basis.
3) Statistics
CODEC’s technology and systems are the official counter for determining delivery of impressions, clicks, and Spend, for each Campaign. No other measurements or statistics of any kind shall be accepted by CODEC or have any effect under this Agreement.
4) Publisher network
Publishers may reject Advertiser’s Campaigns and/or Ads at their own discretion.
Advertiser understands that CODEC operates as a blind network and does not disclose the names or URLs of its Publishers. However, CODEC may, at its sole discretion, reveal Publisher examples to Advertiser.
Ads placed may be subject to additional terms and conditions imposed by certain Publishers.
5) Termination and closing account
Advertiser may stop using CODEC at any time by simply pausing/stopping their Campaigns. Advertiser can close their account by submitting a support ticket.
CODEC may, at its sole discretion, pause or stop Advertiser’s Campaigns and/or close Advertiser’s account at any time.
Fraudulent behavior
Attempting to game the system, or actually gaming the system, by trying to obtain free impressions or clicks is not permitted and will be considered fraud. The ‘gamed’ funds will be recovered from Advertiser and Advertiser’s account will be closed. Legal action may be taken against Advertiser.
6) Prices and availability
Advertiser understands that CODEC operates as a self-serve service. Advertiser understands that CODEC prices, and inventory availability, can and will vary. Advertiser also therefore understands that raising their price per play will not necessarily result in more impressions and clicks. Prices are dependent on several parameters, including but not limited to, territory, available inventory and campaign targets and will be shown when Advertiser sets the Campaign details in the Backend.
Advertiser understands that any figures or data which are viewed by Advertiser within the CODEC Website, including the Backend, or given to Advertiser by a CODEC team member, such as rates and inventory volumes whether by country, OS, handset type etc are to serve only as a guide.
CODEC makes no guarantee regarding the levels of impressions or clicks that are available to Advertiser, nor any guarantee of the length of time it may take to deliver Advertiser’s Campaigns.
7) Support
CODEC aims to reply to support tickets, and activate campaigns, within one US working day. However, Advertiser understands that CODEC makes no guarantee as to how quickly Support Tickets will be answered, or how quickly Campaigns will be activated.
8) Service limitations
Advertiser understands and agrees that from time to time the CODEC services may be inaccessible, unavailable, or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic upgrades, maintenance, or repairs; or (iii) causes beyond the control of CODEC such as interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability or inaccessibility of Sites, network congestion, or other failures; (iv) server, database, software, and hosting error/failure/problems. While CODEC makes best efforts to provide the services on a continuous basis, Advertiser acknowledges and agrees that CODEC gives no guarantee of the availability of the services on a continuous or uninterrupted basis. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement.
Whilst CODEC makes best efforts to keep statistics error free, the Advertiser acknowledges that CODEC does not guarantee the statistics will be error free all of the time. If CODEC discovers a fault, then CODEC will provide Advertiser with an explanation and an adjustment as the case may be.
CODEC Publishers are connected only after manual verification using high ethical and editorial requirements. Advertiser understands that however that not every page of Publishers Sites can be checked and will thus not hold CODEC responsible for the Ads that appear on the Publishers pages with inappropriate content.
Advertiser understands that CODEC is under no obligation to provide any extra information, statistics, log files, or data outside that which is available to all Advertisers within the CODEC Backend. From time to time per Arvertiser’s request, CODEC may, at its sole discretion, provide the requested extra information, statistics, log files, or data. In such cases an administration fee will be charged. The fee will be determined by CODEC, and will be based on the work required. The fee must be paid before the extra information, statistics, log files, or data is provided.
CODEC does not guarantee the quality of the click-throughs or impressions. Advertiser agrees to not hold CODEC responsible for a poor return on investment, or conversion rates.
9) General
Advertiser warrants and represents that the Advertised Site and Advertisement or material submitted by the Advertiser to CODEC does not violate any applicable law, is not false or misleading, does not violate or infringe the rights of any person, including but not limited to trade secrets, trademarks, copyrights or rights of privacy or publicity, and does not contain language or graphics that are abusive, profane, offensive, defamatory or harassing, and does not violate or encourage others to violate any applicable law and is free of viruses, trojan horses, trap doors, back doors, worms, time bombs, cancelbots, spyware and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.
Advertiser also represents, warrants and covenants that: (i) Advertiser has the power and authority to enter into and perform its obligations under this Agreement; (ii) Advertiser shall not be in violation of any obligation, contract or agreement by signing up for and using CODEC, by performing its obligations hereunder, or by authorising and permitting CODEC to perform the services hereunder; (iii) Advertiser shall comply with all of this Agreement, as amended from time to time; (iv) all information provided by Advertiser to CODEC, and on the Ads, is truthful, accurate and complete, and is not misleading in any way; (v) CODEC is hereby authorised by Advertiser to perform all the services described hereunder with respect to Advertiser. Advertiser grants CODEC the right to transmit the Ads to the Publishers’ Site/s.
Advertiser shall at all times defend, indemnify and hold harmless CODEC and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any content of Advertiser’s advertisements served by CODEC pursuant to this Agreement and/or any materials to which users can link through those advertisements.
Applicability
This Agreement constitutes the entire agreement between CODEC and the Advertiser with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings, insertion orders, or agreements, written or oral, regarding such subject matter. Any rights not expressly granted in this Agreement are reserved by CODEC, and all implied licenses are disclaimed. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
CODEC may, at its sole discretion, sign an Advertiser’s insertion order, or agree to additional terms imposed by Advertiser. However, this Agreement takes precedence over Advertiser’s insertion order and/or additional terms.
CODEC may, from time to time, amend this Agreement without notice. By using CODEC you confirm your acceptance of this Agreement and any subsequent changes. If there is a conflict between two versions of the Agreements to which you have agreed, the more recent version, which is live on CODEC’s web site, shall take precedence.
PR and Marketing
No press releases, promotional or merchandising materials, or general public announcements shall be made without the consent of CODEC. We reserve the right to use a part of or the entirety of your submitted video as part of any CODEC or related company marketing and advertising activity.
Remedy
If any Advertiser violates or refuses to partake in their responsibilities, or commits fraudulent activity against CODEC, CODEC reserves the right to take appropriate legal action to cover its damages.
Assignment
No rights or obligations under this Agreement may be assigned by Advertiser or CODEC without the prior written consent of the other Party.
Confidentiality
Each Party agrees not to disclose Confidential Information of the other Party without prior written consent except as provided herein. Confidential Information includes (i) Anything contained within the CODEC interface (ii) non-public Ad/Campaign details (iii) statistics (iv) data (v) technical information (v) CODEC/Advertiser company information (vi) CODEC systems and processes. It does not include information that has become publicly known through no breach by a Party, or has been (i) independently developed without access to the other Party’s confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
Non-solicitation
Whilst Advertiser has a CODEC account, and for a period of six months from the closing of Advertiser’s account, Advertiser agrees that it will not contract with, solicit, recruit or encourage, directly or indirectly, any Publisher that is known by Advertiser to be a CODEC Publisher for purposes of providing Ads directly through such Publisher. Whilst Advertiser has a CODEC account, and for a period of six months from the closing of Advertiser’s account, Advertiser may not contact CODEC’s affiliates, clients, partners, staff, or contractors, directly or indirectly to solicit the business of said affiliates, clients, partners, staff or contractors.
Independent contractors
Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein establishes a partnership, joint venture, association or employment relationship between the parties or any exclusive course of dealing.
Notices
Except as expressly set forth herein, any notices to be given by Advertiser pursuant to this Agreement shall be in writing and sent by CODEC support ticket. The receipt of such notice shall constitute the giving of notice thereof. Any notice to be given to Advertiser pursuant to this Agreement may be sent by CODEC support ticket, email to Advertiser’s email address as identified in Advertiser’s account information, or shown as a message in the Backend. The sending of such notice shall constitute the giving of notice thereof.
Damages
In no event shall either Party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising from the provision of services.
Waiver
No waivers of any breach or default by the other party shall operate or be construed as a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.
Indemnification
Both Parties will at all times indemnify and hold harmless the other Party from and against any and all losses arising out of any breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other Party.
Severability
If a court or other body of competent jurisdiction declares any term of this Agreement invalid or unenforceable, the remaining terms of this Agreement will continue in full force and effect.
Legal fees
If any action in law or in equity is necessary to enforce this Agreement, the prevailing Party will be entitled to reasonable legal fees and costs and expenses in addition to any other relief to which such Party may be entitled.
Force majeure
Neither party shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including but not limited to acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events.
Limitation of liability
UNDER NO CIRCUMSTANCES SHALL CODEC BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
ALL SERVICES, TECHNOLOGY OR OTHER DELIVERABLES ARE SUPPLIED BY CODEC STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. CODEC MAKES NO WARRANTIES THAT THE SERVICE OR THE ADVERTISING CONTAINED ON THE SERVICE WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE USE OF ANY HYPERTEXT LINK OR ACCESS TO THE SERVICE WILL BE UNINTERRUPTED. CODEC DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE CODEC WEB SITE, BACKEND, PUBLISHERS NETWORK, APPS AND/OR OTHER SERVICES.
IN NO EVENT SHALL THE MAXIMUM LIABILITY OF CODEC EXCEED AMOUNT OF THE FEE PAID BY ADVERTISER HEREUNDER.
Governing law
This Agreement is governed by and construed under the laws of the state of New York without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the New York courts and Advertiser irrevocably consents to the jurisdiction of such courts.