By using our Services (defined below) you agree to be bound by these terms and conditions (the “Agreement”) and all policies referred to in this Agreement, each as may be modified from time to time. If you do not agree to the terms of this Agreement you may not use the Services. You should print a copy of this Agreement or save it to your device for future reference.
1.1. This Agreement is between any person or entity that registers for and uses the Services (“Publisher” or “You” which expressions shall include any Authorized Users unless the context indicates otherwise) and ReviveAds (“ReviveAds” or “We”) (together the “parties”). 1.2. To contact us, please see our Contact Us page.
2. APPLICATION OF AGREEMENT
3.1. The definitions and rules of interpretation in this clause apply in this Agreement. “Account” means the account held by a Publisher with ReviveAds following Registration. “Ad Block” means any web browser extension or similar installed by an End User to remove or alter advertising content on a webpage. “Authorized Users” means employees, agents or other representatives of the Provider who access or use the Services on behalf of the Provider. “Confidential Information” information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 13. “End User” means a visitor to or user of the Publisher’s Website. “Fees” means the fees payable by the Publisher to ReviveAds for the Services as determined in accordance with clause 8. “Integration Code” means the current section of code made available to a Publisher by ReviveAds on the Site for the purpose of integrating into the Publisher’s Website to allow ReviveAds to analyze the impact of Ad Block on that website and provide the Services (as may be amended by ReviveAds from time to time). “ReviveAds Ad Commission” means the commission paid by the Publisher to ReviveAds for collecting and processing ReviveAds Ad Payments as determined in accordance with ReviveAds’s commission rates in respect of ReviveAds Ad Payments as made available on the Site from time to time or as may be varied from time to time in ReviveAds’s sole discretion on providing 30 days’ notice by email at the address provided by the Publisher at Registration and/or by posting such changes on the Site. “ReviveAds Ad Payments” mean the payments made by a third party advertiser to ReviveAds on behalf of a Publisher for ReviveAds Ads. “ReviveAds Ads” means the third party ads (excluding Publisher Ads) displayed by ReviveAds on behalf of the Publisher on the Publisher’s Website to Relevant End Users. “ReviveAds CPM Fee” the fee payable by the Publisher to ReviveAds for displaying the Publisher Ads shall be a cost per thousand advertising impression as set out on the Site or communicated directly to the You in writing from time to time and as may be varied from time to time in our sole discretion on providing 30 days’ notice to the Publisher by email at the address provided by the Publisher at Registration and/or by posting such changes on the Site. “Publisher Ads” means the adverts displayed by ReviveAds on behalf of a Publisher that have been provided by the Publisher to ReviveAds for this purpose. “Publisher’s Area” means the area of the Site only accessible to a Publisher following Registration. “Publisher’s Website” means the website (including web pages and web server) used by the Publisher in connection with the Services. “Registration” means the registration process carried out by a Publisher either through the Site or with an authorised representative of ReviveAds to gain access to the Publishers’ Area and use the Services. “Relevant End Users” mean End Users using Ad Block. “Services” means the services provided by ReviveAds to the Publisher under this Agreement via the Site or any other website notified to the Publisher by ReviveAds from time to time as described in clause 5 below. “Virus”means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 3.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 3.3. Words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders. 3.4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 3.5. A reference to a particular statute or statutory provision is a reference to it as it is in force in California for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1. In order to use the Services, the Publisher completes Registration. Registration may not be completed by any automated methods or “bots”. 4.2. The contract in accordance with the terms of this Agreement will be deemed to have been formed on the completion of Registration. 4.3. On completion of Registration, You will be granted access to the Publisher’s Area. We reserve the right in our sole discretion at any time to cancel your Account, the provision of any Service to You and/or to refuse You access to the Publisher’s Area, in each case without notice to You.
5. THE REVIVEADS SERVICES
5.1. On completion of Registration, the Publisher must correctly install the Integration Code to begin receiving the Services. The Publisher may be required by ReviveAds to update the Integration Code from time to time in order to continue receiving the Services. The Services which may be provided to the Publisher are as follows: (a) Analytics (i) ReviveAds will aggregate statistics in relation to the use of Ad Block by End Users and make these statistics available to the Publisher through the Publisher’s Area. (ii) So that ReviveAds can create the above statistics, the Publisher agrees and understand that every visit to the Publisher’s Website by an End User may result in a corresponding request to ReviveAds servers to investigate and record whether Ad Block is installed. (b) Advertising (i) A Publisher may at its discretion integrate ReviveAds Ads into its Publisher’s Website. Where the Publisher chooses this feature of the Services, the Publisher understands that advertising content from ReviveAds servers or third parties may be shown to Relevant End Users, and that the selection of this service is deemed to be a request from the Publisher to display such advertising content. (ii) A Publisher may also request that ReviveAds displays Publisher Ads to Relevant End Users on its Publisher’s Website. (iii) A Publisher who integrates ReviveAds Ads or requests that ReviveAds displays Publisher Ads shall adhere to the terms of clause 6 below. 5.2. The Services or any part thereof may be amended, suspended or discontinued by ReviveAds at any time in its sole discretion.
6. REVIVEADS ADS AND PUBLISHER ADS
6.1. In so far as they are not inconsistent with applicable legislation, policies and codes, the Publisher shall comply with the following guidelines when integrating ReviveAds Ads or Publisher Ads displayed in connection with the Services (for the purpose of this clause 6, collectively referred to as “Ads”): (a) Ads may only be displayed to the left, right, top or bottom of the main page content of a Publisher’s Website. You should never display Ads in front of content or between paragraphs of text. (b) An Ad displayed above the main page content of a Publisher’s Website must not be configured with a height greater than 230 pixels. (c) Ads displayed to the left or right of main page content of a Publisher’s Website must not be collectively wider than 330 pixels. 6.2. A Publisher shall ensure that End Users are informed of the possibility of Ads being shown to them where Ad Block is installed. We recommend that You update your Publisher’s Website (for example, in its terms and conditions of use) to explain this to End Users.
8. FEES, REVIVEADS CPM FEE AND PAYMENT
8.1. The fees payable by the Publisher to ReviveAds for the Services shall be those fees set out on the Site or communicated directly to the Publisher in writing from time to time and as may be varied from time to time in our sole discretion on providing 30 days’ notice to the Publisher by email at the address provided by the Publisher at Registration and/or by posting such changes on the Site (“Fees”). 8.2. The Fees may include: (a) the ReviveAds Ad Commission (where the Publisher chooses the ReviveAds Ad feature); and/or (b) the ReviveAds CPM Fee (where the Publisher chooses the ReviveAds Ad feature); and/or (c) such other fees as may be set out on the Site from time to time. 8.3. Where the Publisher selects a Service feature which requires a payment to ReviveAds, the Publisher shall provide to ReviveAds valid, up-to-date and complete credit card, PayPal, bank account details or approved order information acceptable to ReviveAds and any other relevant valid, up-to-date and complete contact and billing details. 8.4. If the Publisher provides: (a) its credit card, PayPal or bank details to ReviveAds, the Publisher hereby authorises ReviveAds to bill such credit card, PayPal or bank account in respect of any applicable Fee; and (b) its approved order information to ReviveAds, ReviveAds shall invoice the Publisher for any applicable Fees as appropriate and the Publisher shall pay each invoice within 30 days after the date of such invoice. 8.5. If ReviveAds has not received payment within 30 days after the due date for any applicable Fees, and without prejudice to any other rights and remedies of ReviveAds: (a) ReviveAds may, without liability to the Publisher, disable the Publisher’s password, Account and access to all or part of the Services and ReviveAds shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of ReviveAds’s bankers in California at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 8.6. All amounts and fees stated or referred to in this Agreement (unless otherwise stated): (a) shall be payable in the currency in which they are billed or invoiced; (b) are non-cancellable and non-refundable; and (c) are exclusive of value added tax, which shall be added to ReviveAds’s invoice(s) at the appropriate rate. 8.7. ReviveAds may at any time, without notice to the Publisher set off any liability of the Publisher to ReviveAds against any liability of ReviveAds to the Publisher, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, ReviveAds may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by ReviveAds of our rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
9. REVIVEADS AD PAYMENT AND REVIVEADS AD COMMISSION
9.1. Where ReviveAds receives a ReviveAds Ad Payment on behalf of a Publisher, We will hold such ReviveAds Ad Payment on behalf of the Publisher. 9.2. So that We may pay such ReviveAds Ad Payment to You, We require the details of the Publisher’s PayPal or Bank account. Where a minimum balance of $200.00 in ReviveAds Ad Payments is owed to a Publisher on the first Monday of any calendar month, ReviveAds will pay such ReviveAds Ad Payments (less ReviveAds Ad Commission and transaction fees) to the PayPal or Bank account nominated by the Publisher within thirty (30) days. 9.3. Should You have ReviveAds Ad Payments owing to You of less than $200.00 in any month, this amount will be paid out at the end of a calendar year or, in the event of cancellation, within a period of 6 months from cancellation, provided that the amount is greater than any applicable ReviveAds Ad Commission, taxes and transaction fees. 9.4. Any ReviveAds Ad Payments made to You are inclusive of any Value Added Tax (or any similar tax in any jurisdiction) (VAT) or any other applicable taxes that may be owed. 9.5. You agree that ReviveAds may deduct the ReviveAds Ad Commission plus any applicable PayPal or bank transaction fees and taxes from the ReviveAds Ad Payments in advance of paying the ReviveAds Ad Payments to You.
10. PUBLISHER OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
11. REVIVEADS’ OBLIGATIONS
11.1. ReviveAds undertakes that the Services will be performed with reasonable skill and care. 11.2. The undertaking at clause 11.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ReviveAds’s instructions, or modification or alteration of the Services by any party other than ReviveAds or ReviveAds’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, ReviveAds will, at its own expense, endeavour to correct any such non-conformance within a reasonable timeframe, or make efforts to provide the Publisher with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Publisher’s sole and exclusive remedy for any breach of the undertaking set out in clause 11.1. Notwithstanding the foregoing, ReviveAds: (a) does not warrant that the Publisher’s use of the Services will be uninterrupted or error-free; nor that the Services and/or the information obtained by the Publisher through the Services will meet the Publisher’s requirements; nor that the statistics or information provided in the Publisher’s Area will be accurate or complete; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and other electronic communications, and the Publisher acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 11.3. This Agreement shall not prevent ReviveAds from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. 11.4. The Publisher acknowledges and understands that ReviveAds is under no obligation: (a) to back-up copies of the information made available in the Publisher’s Area including any statistics or analytics. The Publisher is solely responsible for maintaining its own records; or (b) to any End User in relation to the Services. 11.5. ReviveAds warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. 11.6. ReviveAds shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance purposes.
12. PROPRIETARY RIGHTS
12.1. The Publisher acknowledges and agrees that ReviveAds and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the Publisher any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services. 12.2. ReviveAds grants to the Publisher a revocable, royalty-free licence for the term of this Agreement to integrate the Integration Code into the Publisher’s webpage. 12.3. The Publisher shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any software that forms part of the Services (as applicable) in any form or media or by any means; (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any software that forms part of the Services. 12.4. Publisher grants to ReviveAds a revocable royalty-free licence for the term of this Agreement to display the Publisher Ads under the terms of this Agreement. Publisher warrants that it and/or its licensors own all the intellectual property rights in the Publisher Ads.
13.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 13.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement. 13.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 13.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 13.5. This clause 13 shall survive termination of this Agreement, however arising.
14.1. The Publisher shall defend, indemnify and hold harmless ReviveAds against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Publisher’s use of the Services, ReviveAds’s use of the Publisher Ads and any claims by End Users whatsoever, provided that: (a) the Publisher is given prompt notice by ReviveAds of any such claim; (b) ReviveAds provides reasonable co-operation to the Publisher in the defence and settlement of such claim, at the Publisher’s expense; and (c) the Publisher is given sole authority to defend or settle the claim. 14.2. In no event shall ReviveAds, its employees, agents and sub-contractors be liable to the Publisher for any claim for infringement of any patent effective as of entering into this Agreement, copyright, trade mark, database right or right of confidentiality to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than ReviveAds; or (b) the Publisher’s use of the Services in a manner contrary to the instructions given to the Publisher by ReviveAds; or (c) the Publisher’s use of the Services after notice of the alleged or actual infringement from ReviveAds or any appropriate authority. 14.3. The foregoing states the Publisher’s sole and exclusive rights and remedies, and ReviveAds’s (including ReviveAds’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
15. LIMITATION OFLIABILITY
15.1. This clause 15 sets out the entire financial liability of ReviveAds (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Publisher in respect of: (a) any breach of this Agreement; (b) any use made by the Publisher of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 15.2. Except as expressly and specifically provided in this Agreement: (a) the Publisher assumes sole responsibility for results obtained from the use of the Services by the Publisher, and for conclusions drawn from such use or any statistics provided by ReviveAds to the Publisher in connection with the Services; (b) ReviveAds shall have no liability for any damage caused by errors or omissions in any information, instructions, statistics or scripts provided by ReviveAds to the Publisher in connection with the Services; or any actions taken by ReviveAds at the Publisher’s direction; or any information or instructions provided by the Publisher to ReviveAds; (c) ReviveAds shall have no liability for any End User or Relevant End User; (d) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (e) the Services are provided to the Publisher on an “as is” basis. 15.3. Nothing in this Agreement excludes the liability of ReviveAds: (a) for death or personal injury caused by ReviveAds’s negligence; or (b) for fraud or fraudulent misrepresentation. 15.4. Subject to clause 15.2 and clause 15.3: (a) ReviveAds shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and (b) ReviveAds’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid by the Publisher in the 12 month period immediately preceding the date the act or omission giving rise to such claim arose.
16. CANCELLATION OF SERVICE
16.1. The Publisher may cancel its Account and/or subscription to the Services at any time on giving one months’ notice to ReviveAds via email or the Publisher’s Area (which notice must expire at the end of a month). 16.2. ReviveAds reserves the right to cancel any Account at our sole discretion and without any notice to the Publisher. 16.3. On cancellation of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate; (b) ReviveAds may destroy or otherwise dispose of any data belonging to the Publisher unless it is agreed otherwise between the parties; and (c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving cancellation shall not be affected or prejudiced.
17. FORCE MAJEURE
17.1. ReviveAds shall have no liability to the Publisher under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ReviveAds or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Publisher is notified of such an event and its expected duration.
18.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. 18.2. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
19.1. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 19.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20. ENTIRE AGREEMENT
20.1. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 20.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
21.1. The Publisher shall not, without the prior written consent of ReviveAds, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 21.2. ReviveAds may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
22. NO PARTNERSHIP OR AGENCY
22.1. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. COMMUNICATION BETWEEN US
23.1. Subject to clause 23.3 below, any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by registered delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this Agreement. 23.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by registered delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). 23.3. Where indicated in this Agreement, notices may be served by email and shall be deemed to have been received one working day after transmission.
24. GOVERNING LAW AND JURISDICTION
24.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of California. 24.2. The parties irrevocably agree that the courts of California have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).