Publisher Member Agreement

MANTIS AD NETWORK PUBLISHER MEMBER AGREEMENT
DATED FEBRUARY 12, 2016

This Publisher Member Agreement (“Agreement”) is an agreement between MANTIS Ad Network, LLC, a Colorado limited liability company (“MANTIS”) and you (if registering as an individual) or the entity you represent (if registering as a business) (“Publisher”) pursuant to the terms of the Master Services Agreement (“MSA”) between MANTIS and Publisher which is herein incorporated by this reference. In the event of a conflict between any terms of the MSA and terms of this Agreement, the applicable terms of this Agreement shall control. Capitalized terms used and defined in the MSA shall have the same meaning when used in this Agreement.

WHEREAS, MANTIS owns and operates an online advertising platform (“Ad Network”); and

WHEREAS, Publisher wants permission to distribute advertisements managed by MANTIS on one or more channels (including but not limited to: websites, mobile applications, display devices), all on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

  1. DEFINITIONS. The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.
    1. Advertising Data” means all data and information related to our performance under this Agreement or otherwise related to our providing you with Ads, including Ad Response and Ad Performance Data, but excluding Publisher Data.
    2. Action Fraud” shall collectively include, without limitation, for example, click fraud or impression fraud, or fraud of any other kind, whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or “bots”) to click on an any form of response mechanism, annotation or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue.
    3. Advertising Materials” include advertisement artwork, copy or active URLs.
    4. Client” means an Advertiser or other Third Party, if any, on whose behalf Publisher utilizes services under this Agreement.
    5. Clicks” are defined as an occasion on which a user clicks on the Advertiser’s ad banner/advertising materials directing him/her to the Advertiser’s URL. A click shall be deemed a “Countable Click” if, and only if, it (i) is counted by the MANTIS ad server and (ii) is unique, as determined by MANTIS in its sole discretion.
    6. Site Materials” shall collectively include the content of a Publisher Property and other materials controlled by the Publisher on the Publisher Property.
    7. Publisher Property” or “Publisher Properties” means any website, mobile application or devices owned, operated or controlled by Publisher that are approved for participation in the Ad Network.
  2. CAMPAIGN, INSERTION ORDERS AND INVENTORY AVAILABILITY
    1. As part of a Campaign, MANTIS may provide the Publisher with Ads to place on Publisher Properties as agreed to as part of the Campaign. MANTIS shall have the right to discontinue a Campaign at any time without notice to Publisher.
    2. MANTIS will deliver Ads to Publisher using advertising space contracted for by MANTIS for the benefit of the Advertiser.
  3. AD PLACEMENT AND POSITIONING. Publisher must comply with all terms and conditions of the Network, including all Ad placement restrictions and requirements as outlined in the Publisher’s Implementation section in the Frequently Asked Questions area on the MANTIS website, to create a reasonably balanced delivery schedule, and provide an Ad to the appropriate Publisher website as agreed to between the parties when such website is called up by an Internet user. Any exceptions must be approved by MANTIS in writing.
  4. PUBLISHER PROPERTY(S)
    1. The Publisher represents and warrants that it writes, maintains, operates or represents each Publisher Property and that it has the authority to enter into this Agreement, including the right to grant MANTIS permission to place Ads on the Publisher Property. The placements, frequency, and manner of the Ads, and any use of the Site Materials shall be determined by MANTIS in its sole discretion.
    2. As between the Publisher and MANTIS, the Publisher will be solely responsible for the maintenance and operation of the Publisher Property and for all materials that appear on the Publisher Property, including, but not limited to, the following: (i) the technical operation of the Publisher Property and all related equipment (and all costs associated therewith); (ii) the accuracy and appropriateness of materials posted on the Publisher Property; (iii) ensuring that materials posted on the Publisher Property do not violate or infringe upon the rights of any Third Party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights) and are not libelous or otherwise illegal; (iv) properly installing advertising tags generated by any ad serving system utilized by MANTIS; (v) ensuring that the following material, as interpreted by MANTIS in its sole discretion, will not be included on the Publisher Property: (a) pornographic or other unacceptable adult-themed material, get-rich-quick schemes, products or services involving deceptive marketing practices, lotteries or gambling; (b) any viruses, trap doors, hidden sequences, hot keys, time bombs or other disabling code; (c) content or links to Third Party content which may result in a Third Party claim against, or civil or criminal liability to, MANTIS or one or more its affiliates; (d) content that is inconsistent with the public image of MANTIS and its clients, goodwill and reputation, applicable law or the terms of this Agreement; or (e) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party; and (vi) using any data, images, or text obtained by the Publisher from MANTIS in connection with this Agreement, including, but not limited to, the MANTIS-provided Ads and content from the MANTIS website (collectively, the “MANTIS Content”) only in a lawful manner and only in accordance with the terms of this Agreement, and promptly deleting any MANTIS Content upon request from MANTIS.
  5. QUALITY CONTROL. While MANTIS does not intend, and does not undertake, to monitor all of the content on the Publisher Property, if MANTIS at any time (i) becomes aware of a breach or inaccuracy of any representation or warranty of the Publisher or (ii) determines, in its sole discretion, that any content contained on the Publisher Property is unacceptable and/or adversely affects a Campaign, MANTIS or a client of MANTIS, the Publisher agrees that MANTIS shall have the right to request immediate removal of any such content and Publisher agrees to comply with any such request. If such request is not remedied within three (3) business days, in addition to any other rights or remedies, MANTIS may terminate this Agreement and withhold any funds payable to Publisher.
  6. PAYMENT AND PAYMENT LIABILITY
    1. Unless otherwise agreed to by the parties, payment will be sent within thirty (30) days of completion of the prior month’s delivery of Ads on the Publisher’s website. Payment shall be made by company check, bank check, bank transfer, Paypal or Stripe as requested by Publisher in the MANTIS Administration Panel. All determinations and calculations of monies paid to Publisher by MANTIS will be final and binding; provided, however, MANTIS reserves the right to adjust past and future payments for any reason whatsoever, including for example, non-payment from Advertisers, system errors, breach of any terms of this Agreement, invalid activity and prohibited activities.
    2. MANTIS will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by Network in its sole discretion to have resulted from: (i) Action Fraud, including without limitation through any clicks originating from Publisher’s IP address(es) or computer(s) under Publisher’s control, solicited by payment of money, false representation or request for end users to click on ads, or (ii) fraudulent, misleading or false activities or activities that MANTIS believes to be fraudulent or misleading or violative of either party’s respective terms of service, guidelines, rules or privacy policies.
    3. Publisher will receive payment related to the number of valid impressions or valid clicks or conversions on an approved Publisher Property. Valid impressions, valid clicks and valid conversions are to be determined by MANTIS in its absolute discretion. For the avoidance of any doubt, MANTIS shall not be required to make any payment for invalid impressions or invalid clicks or invalid conversions, and  Publisher is not entitled to payment, of any amount which results from any invalid impression, invalid click, invalid conversion or relates to any platform other than an approved Publisher Property.
  7. INFORMATION RIGHTS. Publisher shall make available to MANTIS aggregate usage data regarding the Publisher Property as reasonably requested by MANTIS. MANTIS may retain and use for its own purposes all information the Publisher provides to MANTIS in connection with each Campaign. The Publisher agrees that MANTIS may transfer and disclose to Third Parties (including but not limited to Ad suppliers, potential Ad suppliers, and MANTIS business partners) personally identifiable information about the Publisher for the purpose of approving and enabling Publisher’s participation in a Campaign, including for soliciting MANTIS-provided Ads. MANTIS disclaims all responsibility and will not be liable for any disclosure of that information by any such Third Party.
  8. COUNTABLE CLICKS. Any click on Advertiser’s banners/advertising materials resulting from robot clicks, multiple clicks from the same user/IP for the same Campaign and incomplete requests shall not be considered unique Countable Clicks.
  9. FRAUDULENT ACTIVITY. Any method that artificially and/or fraudulently generates clicks or impressions is strictly prohibited. These prohibited methods include, but are not limited to: repeated manual clicks, using robots, automated clicking tools or other deceptive software. Any attempts to artificially inflate account statistics will result in immediate account termination and forfeiture of all amounts due to Publisher, including those that may not be related to the fraudulent activity. MANTIS reserves the right to permanently withhold all payments to any Publisher engaging in fraudulent activity.
  10. REFRESHING. Automatic refreshing of Advertising Materials using any means is strictly prohibited, unless first approved by MANTIS in writing.
  11. CONNECTIONS TO ADWARE. Publisher may not use Adware or Spyware that would render or deliver the MANTIS-provided Ads to users or otherwise use Adware or Spyware in connection with the MANTIS-provided Ads. Adware means any software application in which Advertising Materials are displayed while the program is running, either through pop-up windows, through a bar that appears on a computer screen or otherwise. Spyware means any software application that gathers information about a person or his/her network, organization or computer without that such person’s consent.
  12. LICENSE. For the purposes of this Agreement, Publisher hereby grants to MANTIS a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit the Publisher Property content and the Site Materials in order to place Ads on the website and perform the activities described in this Agreement; (ii) to sublicense such rights to MANTIS affiliates, business partners, contractors and service providers; (iii) to link to the Publisher Property from the MANTIS website; and (iv) to copy and otherwise use portions of Publisher Property and the Site Materials (in original or modified form) in order to drive traffic to the Publisher Property and for other promotional purposes. For the purposes of this Agreement, MANTIS hereby grants to the Publisher a non-exclusive, royalty-free, worldwide right and license to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the MANTIS-provided Ads solely for the purposes of placing such MANTIS-provided Ads on the Publisher Property in accordance with this Agreement.
  13. REPRESENTATIONS AND WARRANTIES. Publisher represents and warrants that Site Materials are and will be the Publisher’s own and original creation, except for content validly licensed by the Publisher or in the public domain; (ii) Site Materials and use of the Site Materials as contemplated herein will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any Third Party; (iii) all obligations owed to Third Parties with respect to the development, maintenance, and operation of the Publisher Property and the Site Materials including, but not limited to, all Third Party hosting, service or licensing fees, are or will be fully paid up by Publisher; and (iv) Site Materials will not violate any federal, state, or local law, rule or regulation.
  14. CANCELLATION AND TERMINATION:
    1. MANTIS may terminate this Agreement at any time, with or without cause. In the event of any cancellation by MANTIS, except as otherwise stated in Section 5(b) and/or Section 8 above, MANTIS shall remain obligated to pay Publisher for any Ads delivered to Publisher website until the time of cancellation.
    2. Either party may terminate this Agreement at any time if the other party is in material breach of its obligations hereunder.
  15. FORCE MAJEURE:
    1. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that MANTIS suffers such a delay or default, MANTIS shall make reasonable efforts within ten (10) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make good is available, MANTIS shall allow Advertiser a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase.
    2. To the extent that a force majeure has continued for thirty (30) days, MANTIS or Publisher has the right to cancel the remainder of the Campaign without penalty. Notwithstanding the foregoing, MANTIS is liable for all Ads delivered prior to the force majeure event.
  16. AD MATERIALS
    1. If Publisher becomes aware that the Advertising Materials provided by MANTIS are damaged, or otherwise unacceptable to Publisher, Publisher will notify MANTIS. Publisher may, in its sole discretion, suspend any affected portion of a Campaign until MANTIS provides corrected Advertising Materials.
    2. Publisher will not edit or modify the submitted Ads in any way, including, but without limitation, resizing the Ad, unless approved by MANTIS.
    3. When applicable, Third Party ad server tags shall be implemented so that they are functional in all aspects.
    4. MANTIS may use the name and logo of the Publisher in, for example, presentations, marketing materials, customer lists, financial reports and website listings of MANTIS Publishers. Subject to the foregoing, MANTIS, on one hand, and Publisher on the other, will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of this Agreement without the other’s prior written approval.
  17. LIMITATION OF LIABILITY. MANTIS’ aggregate liability to the Publisher under this agreement for any claim is limited to the amount paid by MANTIS to the Publisher during the one (1) month period immediately preceding the date the claim arose.