This Agreement regulates the relations between the Publisher and Digitalx(Pvt)Ltd located at No 111/15,Hunupitiya Lake Road,Colombo 02 the private limited company is validly incorporated according to the law of Sri Lanka. The Agreement comes to the enforcement the moment a Publisher agreed upon, filled out and submitted the online registration form. As well, it administers and controls advertising matters served on Websites and platforms that belong to the Publisher. The both parties automatically agree upon following conditions:
The both parties automatically agree upon following conditions: :
The Publisher commissions and entrusts ADSTUDIO.CLOUD to perform the digital media purchases and ad campaign planning.
2) The Publisher commits to sell certain advertising products of own choice and selection which will support the ad campaigns functioning on the Advertiser’s side.
3) The Publisher is interested in selling certain products or services and ADSTUDIO.CLOUD is interested in buying them in the full correspondence with the functioning Agreement standards listed below:
“Advertiser” depicts the client of ADSTUDIO.CLOUD, the agent whose authorized creative (ad material) is delivered through the Publisher’s website or platform.
”Advertising Material” notion may involve different creative types and formats: the logo, graphic material, textual material, hallmarks or copyrighted banners, pop-ups, videos, buttons and other elements that bear Advertiser’s authorship.
“Approved Monthly Delivery” signifies the inventory which should be delivered according to the monthly campaign’s calendar plan, this inventory amount can be found in the Order.
“Approved Monthly Spend” signifies the maximum amount of money spend defined by ADSTUDIO.CLOUD, in case such limit is specified in the Order, ADSTUDIO.CLOUD holds full responsibility for it in each specified calendar months.
“ADSTUDIO.CLOUD HTML Insertion Code” is a string of the code applied on the Publisher’s website in order to deliver the advertising material of the Advertiser.
“ADSTUDIO.CLOUD Network” represents the advertising network that belongs to the ADSTUDIO.CLOUD and is run by ADSTUDIO.CLOUD.
“Impressions” signifies how many times the creative has been shown to the visitor on the Publisher’s website or platform.
“Order” is an identifier of the order that Publisher accepts, it is provided by ADSTUDIO.CLOUD via the Internet. It represents the Publisher’s proposition for the request that ADSTUDIO.CLOUD accepts.
”Earnings of the Publisher” the gross revenue generated by ADSTUDIO.CLOUD running campaigns on behalf of Publisher.
“Earnings of the ADSTUDIO.CLOUD” is a relative revenue earning defined on the ADSTUDIO.CLOUD company level and that belongs to ADSTUDIO.CLOUD.
ADSTUDIO.CLOUD defines own revenue based on the relevant variabilities, including but not limited to following metric measured during the ad campaign: CPA, CPC or CPM, also the campaign’s overall performance, how well performs the Publisher’s website, costs for the technological advancements and operational expenditures related to ADSTUDIO.CLOUD’s Network.
THE AGREEMENT
2.1. Obtaining the payment. The Publisher can get the total earning obtained during 30 days period after each month. The payment will be counted for the actual number of impressions approved by ADSTUDIO.CLOUD and served on the Publisher's inventory.
Prior that, ADSTUDIO.CLOUD receives the payment from the advertiser on the Publisher’s behalf according to the part 3.2
There is a minimum limit of payment established for the Publisher that accounts for $100. In order to receive the payment it is important to be sure the sum has reached essential minimum level on Publisher’s account.
2.2. The ADSTUDIO.CLOUD party functions as Ad Exchange, therein it depends on the Advertisers to proceed the payment before Adstudio.cloud will be able to pay the Publisher.
From its part ADSTUDIO.CLOUD will make all possible efforts to ensure the payment share that belongs to the Publisher is paid in time, that is in 45 days after such payment obtained from Advertiser.
ADSTUDIO shall be entitled to claim 15% commission as a service and platform fees from the total earning.
ADSTUDIO.CLOUD can’t be held accountable for the purchases committed by Advertiser, thus can’t guarantee that Publisher’s inventory will be purchased.
Accordingly, payment for the display of each Advertisement is strictly subjected to and conditional upon the payment of fees for the same Advertisement ("Ad revenue") by the relevant Advertiser. Same way, the payment procedure for the advertisement display is subjected to the fees and "Ad revenue" fees payment by Advertiser.
Thus, ADSTUDIO.CLOUD should not be kept liable for the full payment in case some segment of it wasn’t provided by the Advertiser. In other words, the Publisher must accept that ADSTUDIO.CLOUD is not responsible for the insufficient Ad revenue delivered from the Advertiser to the Publisher through the system.
2.3. Ad Revenue Accountability. The Publisher needs to acknowledge the fact that ADSTUDIO.CLOUD operates only as a service provider and as the agent for Advertisers.
ADSTUDIO.CLOUD can be accountable only for the revenues actually obtained from the Advertiser which represent funds that can be immediately obtained, (referred to in this Agreement as “Cleared Funds”).
ADSTUDIO.CLOUD fully embraces the responsibility to control the billing process and the procedure of payment collection from the Advertiser to make it timely and unobstructive.
The right to quit the payments can be reserved by ADSTUDIO.CLOUD in cases the terms and conditions of service were severely violated by Publisher.
The clicks on the house banners are not subjected to payment by ADSTUDIO.CLOUD and will not bring the revenue to the Publisher.
2.4. Obtaining the Invoice.
2.5. Taxes. The Publisher is fully responsible for paying own taxes and the consequences of dealing with them, ADSTUDIO.CLOUD thereof cannot be held accountable for such matters. ADSTUDIO.CLOUD will provide the Publisher with all necessary information concerning the taxation procedures
2.6 Fraudulent impressions. In case ADSTUDIO.CLOUD finds out that the level of fraud in served impressions exceeds 10% the invoice payments can be cancelled and suspended. The suspended payments will be considered frozen till the case is not investigated and the mutual decision is not found by the parties. In section 3.4 more detailed information can be found.
3.1. How materials for advertising are delivered. The general advertising materials along with specific ones will be delivered at the time of serving to the Publisher through the servers which belong to ADSTUDIO.CLOUD. In case some sort of a technical problem occurs and obstructs the Publisher from obtaining Advertising Materials from servers, the Publisher should terminate the delivery and immediately contact ADSTUDIO.CLOUD in the first day the problem occurs. In such case, the delivery should not be restarted until ADSTUDIO.CLOUD doesn’t give the permission for it, this is to make sure the problem is fully resolved. If trouble persists, ADSTUDIO.CLOUD may organize the direct delivery of the advertising materials for the Publisher.
3.2. HTML Code on Publisher’s Website. Using ADSTUDIO.CLOUD services the Publisher agrees to place the string of HTML code on the website or separate pages of it that will be used for the advertising delivery. This also means that ADSTUDIO.CLOUD prohibits to modify this code string on the inventory unless the parties agree on that in the written consent. The HTML code string provided by ADSTUDIO.CLOUD should not be used or shared on any other source except the webpage or the site it was placed on initially, including the chat rooms, emails or newsgroups as it may result in the wrong code execution. The Publisher also agrees to avoid using specific marketing practices such as Run On Network and others in case such practices usage wasn’t discussed and agreed upon in the written form with ADSTUDIO.CLOUD. The violation of this rule may lead to the blocking of revenue, website declines or the personal account suspension with no subsequent traffic compensation from ADSTUDIO.CLOUD.
3.3. Advertising Material and its alteration. Served advertising materials can not be changed or altered by the Publisher without prior written consent obtained from ADSTUDIO.CLOUD. Same way the materials can not be shared in the emails, personal messages or any other source by the Publisher, copied, sold, or used for any other purposes. The codes used for advertising purposes should be treated same way and can’t be disclosed at any circumstances. The violation of this rule may lead to the certain circumstances as the payments or Agreement termination. The only occasion when the Publisher can modify the code can be the language pre-approving which is configured below or above the advertising material. The inquiry for the language approval ADSTUDIO.CLOUD officially accepts via email: support@adstudio.cloud
3.4. Service calculations. ADSTUDIO.CLOUD takes Greenwich Time (GMT) as the default time in order to track the trafficking periods. ADSTUDIO.CLOUD is in charge of performing all the calculation considering traffic, the number of clicks, impression served and related statistics, which Publisher can find out in the system at https://.Adstudio.cloud. In order to ensure the clarity and correctness of statistical information on its side, avoid mistakes, provide contractual bonuses, ADSTUDIO.CLOUD can adjust the statistics gathered at the Publisher’s side that will take place at the end of the month. Since coding on the Publisher’s side often causes technical problems such as server glitches, accidental code changes and other malfunctions, it may lead to the inaccurate number of impressions, therein the Publisher has to provide the response to the email alert which will be sent by ADSTUDIO.CLOUD in 48 hours. In case such response will not be provided by the Publisher, ADSTUDIO.CLOUD can withdraw the payment for Impressions served after this period (48 hours) expires or stop delivering the advertising materials through the Publisher’s inventory.
3.5. Click Spam and Fraud. The Publisher acknowledges that any fraudulent activity aimed at augmenting the number of clicks is strictly prohibited and can bear severe consequences, regardless of intent, means or form of execution. As ADSTUDIO.CLOUD’s advertising platform is in charge of counting the total number of impressions served and the revenue generated, the total sum that should be paid to the Publisher will be defined referring to the system’s indications combined with Publisher’s data assessed by ADSTUDIO.CLOUD. To such prohibited methods can be attributed: manipulations with click destinations for ad-banner’s, redirection of users to different pages, browser auto-spawning, blind text links, other practices determined by ADSTUDIO.CLOUD as harmful or unacceptable and affect impressions or click-through rates. On the automatically reloading pages the ad placement is also not accepted. Please do not ask the users to click on the certain areas of the website, don’t incentivise them to click on the advertising materials before they visit your website. Clicking on different links than those were provided by ADSTUDIO.CLOUD’s Advertising Material or applying artificial click/visit boosters may inflict the sanctions on the Publisher ending with account and all payments termination. The decision of the termination is absolutely due to consideration of ADSTUDIO.CLOUD team.
Note that ADSTUDIO.CLOUD can also withdraw the chargeback sums required by advertisers from Publishers in case during the investigation ADSTUDIO.CLOUD Policy Team reveals that the performance was artificially boosted with any kind of fraudulent activity originated on the Publisher’s side. Also note, ADSTUDIO.CLOUD reporting system may not reflect the final sums of revenue and can be modified any moment in case different adjustments take place.
It is up to ADSTUDIO.CLOUD to select which Publisher to collaborate with so the company reserves the right to decline certain affiliations::
ADSTUDIO.CLOUD reserves the right to make occasional website audits on Publisher’s website or platforms in order to ensure the inventory is compliant to the rules. If during the course of such inspection the violation will be revealed by ADSTUDIO.CLOUD Policy Team, the account of such Publisher will be terminated and the Advertising Materials will not be served at such site. ADSTUDIO.CLOUD will also not be accountable on compensating the revenue to the Publisher who served the ads at such inventory.
Publisher guarantees to ADSTUDIO.CLOUD party that:
The termination Aftermath. ADSTUDIO.CLOUD’s HTML code should be removed from the Publisher’s website the moment the written notice about termination has been delivered.
ADSTUDIO.CLOUD may act on behalf of trademarks and can use the names of Advertisers and parties without notifying their owners beforehand.
8.1. Privacy Policy.
The parties oblige themselves to locate the privacy policies, terms and conditions on the website that state how the data can be collected, gathered, processed or shared, how the user emails will be used and how to withdraw the Agreement for personal data usage. The privacy policies that belong to the Publisher should notify the users that the cookies of the vendors and third-party advertisers can be placed on the website or the platform.
8.2. How the privacy is warranted and represented. Each party should guarantee that they commit to the existing laws and regulations during the period the Agreement is valid which also includes GDPR data protection regulation and other governmental-level privacies) The Publishers should guarantee their practices correspond to the Self-Regulatory Principles Governing Online Preference Marketing of the Network Advertising Initiative.
As Client List belongs to strictly confidential matters that should not be disclosed at any circumstances, the Publisher must guarantee its safety and non-disclosure. Such information should not be revealed to any other party as well as it can’t be the shared by the Publisher’s employees that deal with it, including the head staff. In case such request arises ADSTUDIO.CLOUD should receive and regard the written consent beforehand. In order to keep this confidential information safe, the Publisher should ensure every member and employee signs up the non-disclosure Agreement.
The Publisher may disclose the fact that it collaborates with ADSTUDIO.CLOUD but it can’t share at any circumstances the list of clients or the existing relationships between any client in the list with ADSTUDIO.CLOUD. These non-disclosure Agreement requirements should be deemed valid even after the time the Agreement was officially terminated.
Functioning within ADSTUDIO.CLOUD Network the Publisher abstains from bestowing on ADSTUDIO.CLOUD party or its collaborators any claims and legal damages, unpredicted expenses, liabilities, copyright infringements and other sanctions arisen from participation in the network. The Publisher also agrees to provide the compensation to ADSTUDIO.CLOUD for legal fees incurred by ADSTUDIO.CLOUD in accordance with the Agreement.
The warranty disclaimer. ADSTUDIO.CLOUD GIVES THE DISCLAIMERS OF ANY WARRANTIES REPRESENTATIONS CONSIDERING THE TERMS AND CONDITIONS LISTED HERE, WHICH INCLUDES ANY IMPLIED WARRANTIES CONSIDERING VALIDITY OR MERCHANTABILITY OF A CERTAIN PURPOSE, AND IMPLIED ASSURANCES THAT APPEAR FROM PROCEDURE OF DEALING OR PERFORMANCE.
Limitation of Liability. WITH ALL DUE RESPECT TO THE TERMS AND CONDITIONS LISTED IN THIS CONTRACT, ADSTUDIO.CLOUD CAN NOT BE HELD LIABLE TO PUBLISHER IN CASE OF PUBLISHER’S DISREGARD OR NEGLIGENCE TO THE CONDITIONS OF THE AGREEMENT NO MATTER THE SCALE OF DAMAGE SUCH ACTIONS MAY RESULT IN, INCLUDING INDIRECT, DIRECT, INCIDENTAL DAMAGE OR OTHER KINDS OF DAMAGES INFLICTED ON PUBLISHER AS A RESULT OF AGREEMENT VIOLATION.
Within the period the Agreement is valid between parties and one year after this Agreement reaches the cessation the Publisher should guarantee to not deal with any of the Advertisers listed in the Order in the direct or indirect way or encourage the Advertisers to do business directly with the Publisher.
The Publisher acknowledges the importance and scale of this consideration for the ADSTUDIO.CLOUD for this mutual Agreement and that this condition is considered basic for the service provision.
13.1. The Order Inconsistency. In case of inconsistencies between Order and the Agreement, the Order terms should be considered as those that bear a greater importance.
13.2. Governing Law. This Agreement is regulated by the Laws of Sri Lanka and is created according to the Sri Lanka and each party submits to the exclusive court jurisdictions of Sri Lanka.
13.3. Delegation. In case Publisher decides to delegate own rights and responsibilities, transfer those or assign them to other, such decision should be regulated by the Agreement and the rights for this Agreement termination.
13.4. Agreements Merging. The Agreement and all the Addendums, additions, and all proper Orders and attachments to it regulate the obligations between Publisher and ADSTUDIO.CLOUD, same way the Agreement and following Addendums merge and supersede the other contemporaneous Agreements.
13.5. The Cumulative Rights and Severability. In case some of the provisions are regarded by parties as unenforceable the other ones should still be regarded as fully valid and executable, therein the rights and remedies are cumulative.
Both Parties in this Agreement acknowledge that they have been familiarized with conditions of Adstudio.cloud services provision and agree to all of the terms listed therein.