Representations and Warranties:
Publisher represents and warrants that the Site(s) which will be displaying Ads: (1) are owned by or licensed
to Publisher; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in
any manner on any copyright, patent, trademark, trade secret or other intellectual property right of any
third party; (4) do not breach any duty toward or rights of any person or entity including, without
limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result
in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to
any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libellous,
slanderous or threatening; (7) are 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; and (8) will not contain any
syndicated or sub-syndicated inventory. Publisher also represents, warrants and covenants that: (i)
Publisher has the power and authority to enter into and perform its obligations under these Terms and
Conditions; (ii) Publisher shall not be in violation of any obligation, contract or agreement by signing up
for and using AdSpruce, by performing its obligations hereunder, or by authorising and permitting AdSpruce
to perform the services hereunder; (iii) Publisher shall comply with all of these Terms and Conditions, as
amended from time to time; (iv) all information provided by Publisher to AdSpruce is truthful, accurate and
complete, and is not misleading in any way; (v) AdSpruce is hereby authorised by Publisher to perform all
the services described hereunder with respect to Publisher. Publisher grants AdSpruce the right to transmit
the Ads to the Publishers’ Site.
These Terms and Conditions constitute the entire agreement between AdSpruce and the Publisher 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 these Terms and Conditions are reserved by AdSpruce, and all implied licenses are disclaimed.
Headings used in these Terms and Conditions 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 these Terms and
AdSpruce may, at its sole discretion, sign a Publisher’s insertion order, or agree to additional terms
imposed by Publisher.
AdSpruce may, from time to time, amend these Terms and Conditions without notice. If you do not agree to
accept and be bound by these terms and conditions of use, you should not access or continue using the
Services. Please ensure that you review these terms and conditions regularly as you will be deemed to have
accepted a variation after it has been posted.
PR and Marketing
No press releases, promotional or merchandising materials, or general public announcements shall be made
without the mutual consent of both Parties.
If any Publisher violates or refuses to partake in their responsibilities, is suspected of, or commits
fraudulent activity against AdSpruce, AdSpruce reserves the right to Close Publisher account, annul all
Earnings, and take appropriate legal action to cover its damages.
No rights or obligations under these Terms and Conditions may be assigned by Publisher or AdSpruce without
the prior written consent of the other Party except for an assignment to any group company or subsidiary or
in the case of a merger or acquisition where the assignee has agreed in writing to be bound by the terms of
Ability to enter into these Terms & Conditions
By signing up to AdSpruce, Publisher warrants that Publisher (or Authorised Representative of Publisher) is
at least 18 years of age, and that there is no legal reason that Publisher cannot agree to these Terms and
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 AdSpruce
Dashboard (ii) Ads/Campaigns (iii) statistics/Earnings/payout rate (iv) data (v) technical information (v)
AdSpruce/Publisher company information (vi) AdSpruce 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.
Relationship of parties
These Terms and Conditions do not constitute, create, or give effect to any joint venture or partnership.
Except as expressly set forth herein, any notices to be given by Publisher pursuant to these Terms and
Conditions shall be in writing and sent by email. The receipt of such notice shall constitute the giving of
notice thereof. Any notice to be given to Publisher pursuant to these Terms and Conditions may be sent by
AdSpruce support ticket, email to Publisher’s email address as identified in Publisher’s account
information, or shown as a message within the Publisher Dashboard. The sending of such notice shall
constitute the giving of notice thereof.
No waiver of any term, provision or condition of these Terms and Conditions, whether by conduct or otherwise,
in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term,
provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver
of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by
Both Parties will at all times indemnify, defend and hold harmless the other Party and its officers,
directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, group
companies, successors and assigns 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.
If any provision of these Terms and Conditions is held to be ineffective, unenforceable or illegal for any
reason, such decision shall not affect the validity of any or all of the remaining portions thereof.
Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or
have defaulted under or breached these Terms and Conditions for failure or delay in fulfilling or performing
any part of these Terms and Conditions when such failure or delay is caused by or results from causes beyond
the reasonable control of the affected Party.
Limitation of liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
ARISING FROM THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING
SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF
AMOUNTS PAYABLE BY ADSPRUCE PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD LEADING UP TO THE
These Terms and Conditions are governed by and construed under the laws of England and Wales without regard
to the conflicts of law provisions thereof. Any action relating to these Terms and Conditions must be
brought in the courts located in England and Wales and Publisher irrevocably consents to the jurisdiction of
Last revised 16 October 2015