Publisher Terms & Conditions

AdSpruce® publisher
terms and conditions

By using AdSpruce you agree that you have read, understood, and accept these Terms and Conditions. If you do not accept these Terms and Conditions, please do not sign up to, or use, Adspruce. You are responsible for any divisions, partners, clients, agencies, or affiliates using your AdSpruce account and are bound by these Terms and Conditions. By signing up to AdSpruce, Publisher warrants that Publisher (or Authorised Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Publisher cannot accept these Terms and Conditions. AdSpruce is a division of Yamgo, registered in England and Wales, company number 3597254, Technium 1, Kings Road, Swansea, SA1 8PH, Wales, UK.

Definitions

Titles used throughout this agreement are intended solely for convenience of reference.

Publisher

Any company or individual who holds an AdSpruce Publisher account in order to display Adspruce Ads on their Site.

Site(s)

Website, mobile website, mobile app, where Publisher displays, or intends to display, AdSpruce Ads.

SDK

Programming code supplied by AdSpruce for publishers to insert into their Site code in order to request and display Ads.

Vertical(s)

An unique identifier used for grouping and filtering ad requests, e.g. in terms of categories, and/or other restrictions.

Ad request(s)

A single request to the AdSpruce system for one or more ads to be displayed to a user. Ad requests may be server to server (from the Publisher’s webserver to the AdSpruce system), or client to server (e.g. a javascript ad request made directly from the user’s device to the AdSpruce system).

Fill rate(s)

The percentage of ad requests that return paying ads.

Advertiser

Any company or individual who signs up for an AdSpruce advertising account with the intention to buying traffic in the form of impressions and/or Redirects.

Refers to all advertisements that are served by AdSpruce onto Publisher’s Site or provided by AdSpruce to Publisher in any other way such as video ads, pre-roll videos, post-roll videos, interstitial video ads and YouTube videos run as pre-roll, mid-roll or post-roll.

Redirect(s)

The user is automatically redirected to the Advertiser’s web site, mobile site or app when they visit a Publisher’s Site which has AdSpruce Redirect code in place.

Agency/Agencies

Any ad agency, media agency, or reseller, who signs up to use AdSpruce on behalf of their clients.

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 AdSpruce and/or Advertiser.

Dashboard

Refers to the website which Publisher has password access to when signed up to AdSpruce to view performance data.

CTR

Click through rate of an ad, expressed as a percentage.

Earnings

The revenue earned by Publisher from displaying AdSpruce Ads.

Response times

The time it takes for an AdSpruce ad server to send back an ad in reply to an Ad Request from a Publisher Site or a mobile user’s device.

Locked account

A Publisher account that has been blocked by AdSpruce so Publisher cannot log in to the Dashboard, nor serve any Ads until further notice.

Deactivated account

A Publisher account that has been blocked by AdSpruce so Publisher cannot serve any Ads, however Publisher can still log in to the Dashboard.

Closed accounts

A Publisher account that has been blocked by AdSpruce so Publisher cannot log in to the Dashboard nor serve any ads on a permanent basis. The publisher will not be able to log in to the Dashboard nor serve any ads.

1) Using AdSpruce®

AdSpruce will assess your application to become a Publisher and will inform you of the decision. If your application is successful we may need further information from you including, but not limited to, company information and VAT details where applicable.

AdSpruce is self-serve. Publisher is solely responsible for creating/editing/deleting Verticals, changing/editing categorisation of their Site, changing/updating account/payment details.

AdSpruce does not allow service to any Publisher whose Site contains or promotes anything which is, or can be construed as: (i) illegal, (ii) libellous, (iii) defamatory , (iv) abusive, (v) excessively violent, (vi) hate-oriented behaviour, (vii) malware or virus, (viii) fraudulent or suspicious, (ix) not in line with the regulations of any country or region specific regulatory body, (x) pornography, (xi) misleading.

Publisher understands they are solely responsible for placing the SDK on their Site, testing, and ensuring it is working correctly.

Publisher agrees to only place SDK on Sites and domains that were disclosed when signing up for the AdSpruce Publisher account, or for which they have received prior approval from AdSpruce.

AdSpruce SDK shall not be modified without prior written consent from AdSpruce. Publisher cannot alter, copy, modify, take, sell, reuse, or divulge any AdSpruce SDK elements, except as is necessary for purposes of requesting and displaying the Ads and performing Publisher’s other obligations hereunder. Any Publisher modifications to AdSpruce SDK shall be owned solely by AdSpruce. Ads must be displayed correctly as served by AdSpruce. From time to time Publisher may be required to update their SDK. This must be done within 30 days. Failure to do so may result in Publisher not delivering Ads and their account being Locked, Deactivated, or Closed.

Publisher must, upon request, provide AdSpruce with a list of all URLs, Site pages, and domains which are serving AdSpruce Ads. Failure to do so, within 48 hours of request, may result Publisher account being Locked, Deactivated, or Closed and all Earnings confiscated.

If Publisher asks AdSpruce to make any changes to their AdSpruce Publisher account on Publisher’s behalf including, but not limited to, creating/editing/deleting Verticals, changing/editing categorisation their Site, changing/updating account/payment details, Publisher agrees and understands that all the changes made are still entirely the Publisher’s responsibility, and that it is the Publisher’s responsibility to check everything thoroughly, and ensure all changes and updates are accurate and correct. If there are any errors made, then Publisher agrees to take full responsibility.

The use AdSpruce services and inclusion of our SDK and/or other programming code into Publisher’s Site(s) is solely at Publisher’s risk and Publisher agrees to take full responsibility for checking any possible or future issues which may be caused by using AdSpruce Services. AdSpruce makes no representation or warranties that AdSpruce’s SDK and/or code is free from error or defects which may cause Publisher’s site to crash or fail at any time. Publisher takes full responsibility for testing and checking at all times.

Publisher represents that Publisher has and shall maintain a privacy policy that clearly and conspicuously (i) discloses throughout the term hereof (a) the usage of third-party technology and (b) the data collection, usage and disclosure resulting from these Terms and Conditions in compliance with all applicable laws, rules and regulations, including descriptions of data collection for interest-based advertising/cross-app advertising and, if applicable, the use of non-cookie technology for such collection, and (ii) provides a description of, and navigation to, a consumer-facing transparency mechanism that displays the collection of data for interest-based advertising/cross-app advertising and the opt-out status of the particular browser or device, as applicable; (y) a clear and conspicuous link to an easy-to-use mechanism that provides the user the ability to opt out of interest-based advertising/cross-app advertising through the applicable advertising service(s); and (z) to the extent required by applicable law, rule or regulation, an easy-to-use mechanism to obtain, with respect to the services hereunder, users’ prior and informed consent to the usage of third-party technology (reasonable evidence of such consent to be maintained to the extent so required).

Publisher acknowledges that AdSpruce may not be able to fill all Ad Requests with paying Ads.

AdSpruce reserves the right to refuse sign-ups from, and/or service to, any Publisher for any reason, or no reason, and cancel Publisher’s account at its sole discretion.

2) Advertisers

Publisher acknowledges that AdSpruce is not responsible for Advertiser Ads, Campaigns, or the products/services being promoted.

Advertiser reserves the right to choose to have their Campaigns blocked from individual Publishers’ Site(s).

Publisher understands that AdSpruce does not disclose the names of its Advertisers. However, AdSpruce may, at its sole discretion, reveal Advertiser examples to Publisher.

Ads placed may be subject to additional terms and conditions imposed by certain Advertisers.

3) Statistics, earnings and payments

AdSpruce’s technology and systems are the official counter for determining delivery of impressions, clicks, and Publisher Earnings. No other measurements or statistics of any kind shall be accepted by AdSpruce or have any effect under these Terms and Conditions.

The standard payout rate is currently 50% of net income. AdSpruce reserves the right to set and negotiate specific payout rates, terms, deals, relationships, on a Publisher-by-Publisher basis.

Publisher can view their Earnings, the amounts due for payment, or payments made, in the AdSpruce Dashboard.

The minimum payout is £100. All unpaid Earnings will roll-over to the next pay period.

All payments due and owing to Publisher by AdSpruce pursuant to this Agreement shall be paid within 60 days of the end of each month in which the revenues are collected by AdSpruce.

Publisher understands that AdSpruce pays Publisher monthly, based on the Publisher Earnings in the AdSpruce Dashboard. Publisher understand that the figures in the Dashboard are subject to audit and therefore may differ from final amounts payable. Publisher understands that they need to raise an invoice reflecting the amount that is automatically calculated in GBP by AdSpruce systems, and displayed for Publisher to view in the AdSpruce Dashboard ready for invoicing. Furthermore Publisher agrees that they will not raise any invoices against AdSpruce based on Publisher’s own statistics.

All Publisher Earnings are shown in GBP. All Publisher payments are made in GBP. AdSpruce is a UK company. UK VAT, if applicable, shall be added to the invoice in accordance with UK VAT rules. The invoice needs to show the Publisher’s VAT number. For Publishers from other EC member states, EC VAT rules apply. Where the Publisher is VAT registered in an EC member state other than the UK, reverse charge usually applies; the invoice needs to show the Publisher’s VAT number including the country. Publisher agrees that AdSpruce is neither responsible nor liable for any taxes that may be levied upon Publisher in respect or Publisher’s participation in the Services under these Terms and Conditions. If AdSpruce is required by any applicable law to withhold amounts from payments to Publisher for tax purposes AdSpruce shall take appropriate measurements and will inform Publisher of these.

Payments are made after receipt of invoice by either bank transfer or online payment processor. Publisher agrees to pay all payment/transaction charges imposed by banks or online payment processors.

Payments can only be made when the payment details that the Publisher has provided are correct. Incorrect payment details may result in loss of revenue and a £25 administration fee. Publisher will not hold AdSpruce responsible for payments which go missing due to Publisher payment details either not working, being inaccurate, or incorrect.

Publisher understands that due to currency exchange rate fluctuations while the funds are in transit in the banking system, it is likely that the amount credited to Publisher accounts in their local currency may not exactly match the amount expected based on the exchange rate when the funds were sent.

Publisher acknowledges that AdSpruce reserves the right to store and access publisher statistics, Earnings, payments due, and payments made, for the legally necessary time period.

AdSpruce reserves the right to only pay a Publisher when AdSpruce itself has been paid by the Advertisers.

AdSpruce may, at its sole discretion, allow a Publisher to transfer their Earnings to an AdSpruce Advertiser account where the funds can be used to buy advertising inventory. Publisher must have an approved and active AdSpruce Advertiser account before requesting to transfer their Earnings to an AdSpruce Advertiser account.

Closed/Deactivated accounts. Publisher will continue to be paid, in the scheduled payment cycle, all legitimate, non-fraudulently accrued Earnings due up to the time of termination.

AdSpruce, reserves the right not to pay Publishers that violate any of the Terms and Conditions set forth herein. AdSpruce will be responsible for determining, at their sole discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive, damaging, or fraudulent in nature.

4) Closing account

Publisher may pause/stop using AdSpruce at any time by simply removing the AdSpruce SDK from their Site.

AdSpruce reserves the right to review and/or close a Publisher account at any time.

AdSpruce may Close Publisher account for a number of reasons including, but not limited to:

If Advertisers are not getting a return from having their Ads running on Publisher Site.
If Publisher account has low activity as determined by AdSpruce.
If Publisher is found incentivising. Publishers are prohibited from offering any kind of incentive, including but not limited to cash, credits, loyalty points or any such rewards in an attempt to generate impressions and clicks. If a Publisher is found incentivising, their account will be Locked or Closed, and any Earnings will be annulled.
If Publisher account is not being used. Publisher accounts which have not been logged into, or used, for a period of 6 months will be deemed inactive. The account will be Closed, and any accrued unclaimed funds will be annulled.
If Publisher is suspected of, or commits, fraud or deception. Attempting to game the system, or actually gaming the system, by trying to generate extra impressions or clicks is not permitted and will be considered fraud. Publisher agrees to not artificially inflate impression or click counts using a program, script, device, or other means. Page reloading, in order to generate impressions, is not allowed. The Publisher account will be Locked or Closed and any accrued Earnings will be annulled. Legal action may be taken against Publisher to recover Earnings which have already been paid to Publisher. AdSpruce reserves the right to Lock or Close Publisher account at any time, indefinitely, if there is suspicion of fraudulent activity.

Once either Party has Closed Publisher account, Publisher agrees to immediately remove the SDK.

5) Service limitations

Publisher understands that AdSpruce operates as a self-serve marketplace. Publisher understands that AdSpruce CPC/CPM prices, Fill Rates, CTRs, and volumes of Ads, can change. AdSpruce makes no guarantee regarding the number of Ads, Fill Rate, Earnings, or prices that are available to Publisher. Publisher agrees to not hold AdSpruce responsible for low/fluctuating Earnings, low/fluctuating Fill Rates, low/fluctuating CPC/CPM rates, or low/fluctuating CTRs.

Publisher understands that any figures or data which are viewed by Publisher within the AdSpruce Dashboard or given to Publisher by an AdSpruce team member, such as CTRs, CPC/CPM rates, Earnings potential, top earning countries, Fill Rates, are to serve only as a guide.

AdSpruce aims to reply to support emails within one UK working day. However, Publisher understands that AdSpruce makes no guarantee as to how quickly support emails will be answered.

Publisher acknowledges that AdSpruce may not be able to fill all Ad Requests with paying Ads.

Publisher understands and agrees that from time to time the AdSpruce 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 AdSpruce 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 AdSpruce makes best efforts to provide the services on a continuous basis, Publisher acknowledges and agrees that AdSpruce 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 these Terms and Conditions.

Whilst AdSpruce makes every effort to keep statistics error free, the Publisher acknowledges that AdSpruce does not guarantee the statistics will be error free all of the time. If AdSpruce discovers a fault then AdSpruce will provide Publisher with an explanation and an adjustment as the case may be.

Publisher understands that AdSpruce makes no guarantee of Ad Request Response Times. Publisher will not hold AdSpruce responsible for slow loading Site pages, or Site not loading correctly, due to slow or varying Response Times.

Publisher will not hold AdSpruce responsible for inappropriate Ads that appear on their AdSpruce Verticals. Publisher understands that whilst AdSpruce has no intention of allowing inappropriate Ads to be served, the matching up of Advertiser Ads to Publisher Verticals is done on a best efforts basis.

Publisher understands that AdSpruce is under no obligation to provide any extra information, statistics, log files, or data outside that which is available to all Publishers within the AdSpruce Dashboard. From time to time AdSpruce may, at their 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 AdSpruce, and will be based on the work required. The fee must be paid by Publisher before the extra information, statistics, log files, or data is provided.

6) General

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.

Applicability

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 Conditions.

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.

Remedy

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.

Assignment

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 this Agreement.

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 Conditions.

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 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.

Notices

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.

Waiver

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.

Indemnification

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.

Severability

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.

Force majeure

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 CLAIM.

Governing law

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 such courts.

GDPR

Publishers need to add details regarding the General Data Protection Regulation (GDPR) to their terms and conditions and privacy policies if they have users in the European Union regarding their usage of AdSpruce. AdSpruce is not collecting and/or processing any personal data from EU users. AdSpruce’s customers have been instructed where needed that we do not facilitate cookie tracking for EU users. AdSpruce will not collect EU user personal data until further notice. Outside the EU AdSpruce collects user data such as IP address, handset details and browser type. In addition AdSpruce also collects data regarding user behaviour, i.e. which advert has been watched, how long it has been watched and whether the user (IP address, device details) has clicked any links. This data is collected for the following purposes: To send a relevant ad to the user (i.e. specific to the market they are in) To facilitate frequency capping (i.e. not play the same ad again and again) To play the ad in the correct format for the user’s device and browser To let AdSpruce’s advertising customers know that the ad has been seen and how users engaged with it Data may be passed to third parties, namely AdSpruce’s advertising customers.
PLEASE NOTE THIS APPLIES ONLY TO NON-EU USERS.

Last revised 15 October 2018

Terms & Conditions

AdSpruce® publisherterms and conditions