advertising terms & conditions

Pursuant to one or more Insertion Orders (in both the singular and plural “IO”) that incorporate by reference these IDKFAdtech Advertising Terms and Conditions (“Ts & Cs”), the member of the IDKFAdtech identified in the IO (“IDKFAdtech”, “we”, “us” or “our”) shall perform services for the Client specified in the IO (“Client”). These Ts & Cs, in conjunction with the corresponding IO, shall constitute the “Agreement”. Terms not defined in these Ts & Cs shall have the meaning given to them in the IO.

Advertising Services
1. The Client, which may act on behalf of an advertiser third party which it represents whether as an agent or otherwise, is nevertheless treated and referred to as “Advertiser” below. Advertiser confirms its understanding and acknowledgement that IDKFAdtech’s sole obligation under the Agreement as a provider of Advertising Services is to include creative provided by the Advertiser (“Creative”) in the banner or other format identified in the IO on sites where the IDKFAdtech places advertising for the period specified in the IO or until any measurable criteria specified in the IO have been met (a “Campaign”). The submission of a signed IO by Advertiser to IDKFAdtech is construed as an acceptance of all the rates, terms and conditions under which advertising is sold, Creative is run and Campaigns are conducted at that time. Any and all modifications to an IO or these Ts & Cs are invalid unless acknowledged and accepted in writing by both IDKFAdtech and the Advertiser.
2. Advertiser agrees that (a) IDKFAdtech may display Creative across any appropriate sites selected by IDKFAdtech unless specific site(s) are specified for the Campaign in the IO, and (b) daily Campaign activity begins at 00:01 AM GMT or 00:01 EST if campaign is based in the United States of America. IDKFAdtech may, at its option, modify the Start Date of a Campaign if the Creative or linking URLs are not delivered on time, there are delays due to 3rd party ad-serving, there is inventory fluctuation or there are any other issues. All rates quoted in an IO, orally, or through written communications are only valid and binding when set out in a signed IO. IDKFAdtech reserves the right to change quoted rates at any time.
Delivery Measurement Standards
1. Subject to paragraph 1.2 above, IDKFAdtech will use commercially reasonable efforts to deliver the impressions stated in the IO in accordance with the Agreement and will use commercially reasonable efforts to deliver the impressions starting with the Start Date and ending with the End Date set forth in this IO, and will make commercially reasonable efforts to spread such impressions evenly throughout the period between the Start Date and the End Date unless otherwise agreed with the Advertiser.
2. Unless otherwise agreed in writing, measurement of Campaigns and invoices issued by IDKFAdtech for Campaigns shall be in accordance with measurement and tracking performed by IDKFAdtech. IDKFAdtech has adopted the IAB’s (Internet Advertising Bureau) methodology for measuring impressions. Using this methodology, Campaign impression commitments will be considered met when the impressions reported by IDKFAdtech meet the impression commitment in the IO.
3. In the event that IDKFAdtech agrees in writing to use Advertiser’s third-party measurements of Campaign impressions (“Third Party Measurement”), Advertiser expressly agrees that IDKFAdtech shall be facilitated to use such Third Party Measurement via its online reporting systems.
Payment, Credit & Cancellation Terms
1. All invoices issued by IDKFAdtech for Campaigns shall be based on measurements made in accordance with paragraph 2.2 (Delivery Measurement Standards) above.
2. The Client shall make all payments in advance unless payment in arrears is agreed in writing or credit is approved and IDKFAdtech is under no obligation to perform services or commence or continue a Campaign until payment is received. Where IDKFAdtech agrees in writing to payment in arrears, the Client shall pay all invoices within 30 days of the date of invoice.
3. It is the Advertiser’s responsibility to validate all impressions, and/or clicks. The Advertiser must report any discrepancies related to their campaign to IDKFAdtech within fifteen (15) days of the occurrence. IDKFAdtech is not liable for any discrepancies not reported within this time frame and Advertiser waives all right, title, and intent to dispute payment to IDKFAdtech based upon any discrepancy not reported within this time frame. All discrepancies must be reported to IDKFAdtech at info@idkfadtech.com.
4. Either party may cancel a Campaign upon providing 48 hours written notice via email sent by (a) the Client in accordance with sub-paragraph 8 below identifying the relevant IO and IO Number or unique campaign identifier or (b) by IDKFAdtech to Client to the Client’s Buyer and/or Billing email address specified in the IO, and in either event the Client shall pay for all impressions delivered up to the modified cancellation date at the CPM rate specified in the IO.
5. If Advertiser fails to pay overdue invoices for a previous campaign, IDKFAdtech reserves the right to immediately terminate any current Campaign.
6. In the event Advertiser pays with a credit card, Advertiser expressly agrees not to charge back on the relevant credit card account.
7. All payments must be made in the currency specified in the IO. Advertiser understands and agrees that in no event, and under no circumstance will data provided by any IDKFAdtech representative constitute final billing numbers. Only Invoices mailed directly to Advertisers and Agencies are to be construed as representative of billable amounts.
8. Advertiser agrees that all Campaign cancellation notices must be submitted by the Client via email to the IDKFAdtech email address specified in the IO and must include a CC: to trafficking@idkfadtech.com. All such notices must be copied to this email address to be considered valid, and Campaign cancellation requests not copied to this address will not be considered valid and the Advertiser will be liable for all payments due.
9. IDKFAdtech agrees to stop a Campaign temporarily (“Pause”) with a written request from the Advertiser. IDKFAdtech will accept one (1) Pause request per Campaign and will extend the Pause for a maximum of seven (7) days. If Advertiser does not make further contact with IDKFAdtech concerning the Pause following a Pause request, IDKFAdtech will automatically restart the Paused Campaign and continue to deliver agreed upon impressions, clicks or leads with the End Date extended by the duration of the Pause. If Advertiser wishes to terminate the Campaign early, Advertiser agrees to abide by the cancellation procedures set forth within these Ts & Cs. IDKFAdtech will not accept the Pause period as a part of a Campaign cancellation notice period. If Advertiser cancels a Campaign during a Pause, Advertiser agrees to pay for impressions, clicks or leads at the rate specified in the IO for the cancellation notice period at a daily rate based on the daily averages pertaining prior to Pause.
Creative Standards
1. All advertisements and Creative are subject to IDKFAdtech’s approval. IDKFAdtech reserves the right to reject, discontinue, or omit any Creative or any part thereof. This right shall not be deemed to have been waived by acceptance or actual use of any Creative. IDKFAdtech may reject any Creative that IDKFAdtech feels is not in keeping with reasonable standards whether outlined in these Ts & Cs or otherwise. IDKFAdtech is not liable for errors in Creative position and/or placement, or typographic errors of any kind.
2. If Advertiser intends to provide IDKFAdtech with Creative via 3rd party tags, Advertiser agrees to provide IDKFAdtech with a sample of each and all Creative contained within the 3rd party tags. Failure to do so will be deemed a breach of this Agreement. In the event IDKFAdtech’s relationship with proprietors of sites where Creative appears (each a “Publisher”) is damaged or lost as a result of such a breach, the Client shall indemnify IDKFAdtech against all losses and damages suffered as a direct or indirect result.
3. Advertiser will confirm correct function of all Creative. If Advertiser does not notify IDKFAdtech of any problem, IDKFAdtech will assume that Creative is functioning properly and Advertiser agrees to pay for all impressions and clicks derived from the creative as measured by IDKFAdtech. All problems related to creative should be immediately brought to the attention of Advertiser’s IDKFAdtech account executive.
4. Advertiser agrees and understands that if IDKFAdtech is requested to retrieve Creative for and on behalf of Advertiser, that IDKFAdtech performs this service solely as a courtesy to Advertiser, and as such IDKFAdtech will not be liable for any errors, including but not limited to retrieving incorrect Creative. Furthermore, Advertiser agrees to pay for all Campaigns delivered for and on behalf of Advertiser, as defined in the IO, where IDKFAdtech was requested to obtain Creative from a location provided by the Advertiser.
Limitation of Liabilities
1. IDKFAdtech shall not have any liability to the Advertiser for lost profits or other consequential, special, indirect or incidental damages, based upon a claim of any type or nature (including, but not limited to, contract, tort, including negligence, warranty or strict liability), even if advised of the possibility of such damages. In any event IDKFAdtech’s total obligations and/or liability to the Advertiser under or in connection with an IO shall not exceed the charges payable under the IO in question. Except as expressly set forth in the Agreement, IDKFAdtech makes no other warranties to Advertiser and disclaims all warranties of merchantability, fitness for a particular purpose or reasonable skill and care.
Indemnification and Data Protection
1. The Advertiser represents and warrants that it is authorised to publish the entire contents and subject matter of all Creative, and that it will not infringe the rights of any third party nor any applicable law. Advertiser agrees to indemnify IDKFAdtech, its Publishers and their respective affiliates, employees, officers, agents, directors and representatives (“IDKFAdtech Indemnified Parties” or “CIP”) against all losses, damages, liabilities, obligations, costs and expenses (including without limitation reasonable legal fees) (collectively “Losses”) relating to any claim, action or proceeding based on or resulting from any allegation (a) that Creative or any part of it, or its inclusion, reproduction or publishing on or in connection with any site infringes the rights of any person or entity or any applicable law, or (b) based on or that would indicate a breach of sub-paragraph 3 below.
2. Advertiser understands that IDKFAdtech does not and cannot monitor all sites for appropriate content and IDKFAdtech may not be held responsible for the content of any such site. If Advertiser reasonably determines that the placement of any advertisement by IDKFAdtech hereunder harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, including, but without limitation by containing indecent, illegal, misleading, harmful, abusive, harassing, libellous, defamatory, or other offensive materials, then IDKFAdtech shall use commercially reasonable efforts to remove such advertisement promptly following Advertiser’s notice thereof to IDKFAdtech; provided, however, that if IDKFAdtech reasonably believes that removal of an advertisement from a site will have a material impact on IDKFAdtech’s ability to deliver advertisements in accordance with the IO, IDKFAdtech may condition such compliance on Advertiser providing an extension of the End Date specified in the IO.

The provisions of this paragraph shall survive the termination of this Agreement.

Force Majeure
1. IDKFAdtech is not liable for delays in delivery and/or non-delivery of any Campaign or other service in the event of an act of God, action by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labour or material shortage, transportation interruption of any kind, work slow-down, or any condition or event beyond IDKFAdtech’s control.
Confidentiality
1. Each party (“Promisee”) has disclosed or may disclose to the other party (“Promisor”) information relating to Promisor’s business (including, without limitation, where Promisee is IDKFAdtech, data and other information pertaining to publisher sites, affiliates and vendors), all of which to the extent previously, presently or subsequently disclosed to the Promisor is “Proprietary Information.” Proprietary Information does not include information that Promisor can show:
  1. is or becomes (through no improper action or inaction of each party or its Representatives (as defined below) in the public domain,
  2. was in its possession or known by it without restriction prior to receipt from the Promisee, or
  3. becomes available to the Promisor from a source other than the Promisee or its Representatives having no obligation of confidentiality. “Representatives,” when used with respect to either party, means that party’s affiliates, agents, officers, directors, consultants and employees.
    Promisor agree
    1. to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions each party employs with respect to its most confidential materials),
    2. not to make any use whatsoever at any time of such Proprietary Information, except for the purpose of performing its obligations or exercising rights under the Agreement,
    3. not to copy any Proprietary Information for any purpose whatsoever without written permission from the Promisee, and
    4. not to divulge any Proprietary Information or any information derived therefrom to any third party or employee, except those of Promisor’s employees who have a legitimate “need to know” and are bound in writing to the restrictions herein. The Promisor will be responsible for a breach of this Agreement by any of its Representatives. The Promisor shall promptly notify the Promisee upon discovery of any unauthorised use or disclosure of Proprietary Information and will cooperate with the Promisor in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorised use.
  4. Proprietary Relationships
    1. IDKFAdtech has contractual relationships with some Publishers. With the exception of reasonably documented, pre-existing relationships with direct publishers or networks, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that the Advertiser knows, or has reason to know, is a contracted publisher for the purpose of offering to such publisher products or services that compete with those of IDKFAdtech, including, without limitation, the placement or hosting of advertising in any form without the express, written consent of IDKFAdtech. Advertiser understands that in the event of a breach of the forgoing representations by Advertiser, IDKFAdtech shall be entitled to injunctive or other equitable relief as a remedy therefor. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages, and IDKFAdtech shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material, bargained for basis of this agreement and has been taken into account in each party’s decision to enter into this Agreement.
  5. Choice of Law and Venue
    1. It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by the laws of Texas.
  6. Entire Agreement
    1. The Agreement, including the IO, comprised the entire agreement between the parties relating to their subject-matter, and may not be amended or modified except by a writing acknowledged and accepted by both parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. In the event that any of the provisions included herein are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect. Save where specified otherwise in these Ts & Cs, any notice required or permitted by the Agreement shall be made by personal delivery or email to the address specified in the IO (where the recipient is the Client) or to IDKFAdtech.
    2. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
    3. Except as expressly provided in these Ts & Cs, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
  7. Public Relations, Press Releases and Marketing Activity
    1. Advertiser agrees that it is willing to collaborate with press releases and/or be mentioned as a client of IDKFAdtech in statements made by IDKFAdtech through its own and others’ media outlets. If Advertiser is unwilling to participate in PR and Marketing activity, please let us know in writing by email to accounts@idkfadtech.com
  8. Survivability
    1. Paragraphs 5, 6, 8 and 10 shall survive in perpetuity after the termination of this agreement by either party; Paragraph 9 shall survive for six (6) months from such termination.
  9. Authorisation
    1. Advertiser hereby authorises IDKFAdtech to promote and distribute the Campaign via any electronic media as IDKFAdtech in its discretion deems appropriate to meet the requirements specified in the IO. Advertiser agrees to allow and/or assist IDKFAdtech to alter, resize, or otherwise modify Creative as necessary for distribution through such electronic media.