WHEREAS, Puff Digital (Puff Digital) is a company located and registered in Canada and is engaged in the business of providing display advertising through PuffDigital.com. PuffDigital.com is owned and operated by Puff Digital.
WHEREAS, ““publisher” , “advertiser”” and “““publisher” , “advertiser”” , “advertiser”” desires to participate in the display advertising network through PuffDigital.com
This Agreement shall govern participation in the display Advertising Network (Program) offered by PuffDigital.com. By participating in the Program, you will be deemed to have agreed to these Terms and Conditions.
“publisher” , “advertiser” must comply with the terms and conditions set forth in this Agreement.
“publisher” , “advertiser” represents and warrants that they are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If “publisher” , “advertiser” is a corporate entity, “publisher” , “advertiser” represents and warrants that they have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or “User” shall refer to such corporate entity. If, after your acceptance of this Agreement, Puff Digital finds that “publisher” , “advertiser” does not have the legal authority to bind such corporate entity, “publisher” , “advertiser” will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Puff Digital shall not be liable for any loss or damage resulting from Puff Digital’s reliance on any instruction, notice, document or communication reasonably believed by Puff Digital to be genuine and originating from an authorized representative of “publisher” , “advertiser”’s corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Puff Digital reserves the right (but undertakes no duty) to require additional authentication.
Payment will be sent within 48 business hours from request. “publisher” , “advertiser” must log into their account to request payment. If the “publisher” , “advertiser” request that payment be made through a third party payment source such as PayPal, Payoneer or Wire Transfer, the minimum payment amount will be determined by such third party payment source. Puff Digital reserves the right to withhold payment from “publisher” , “advertiser” if it violates any of the termsand conditions set forth herein.
Puff Digital shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. The following sites are NOT allowed to participate in our Program:
It is the “publisher” , “advertiser”’s sole responsibility to maintain acceptable content as outlined in this Agreement. Any violation of these rules will result in the “publisher” , “advertiser”’s immediate removal from the Program, cancellation of your account and your payment will be null and void. Puff Digital shall not be responsible or liable for “publisher” , “advertiser”’s advertisement content.
“publisher” , “advertiser” may not artificially inflate traffic counts using any device, program or robot. In addition, “publisher” , “advertiser” may not misuse Puff Digital’s ad codes to affect “publisher” , “advertiser”’s earnings under this Agreement.
Each “publisher” , “advertiser” may only hold one account with Puff Digital. “publisher” , “advertiser”s may have more than one URL in their account, each of which must be submitted for review prior to placing the ad code on each individual site.
Puff Digital ad codes may not be modified from its original format without prior written consent from Puff Digital. “publisher” , “advertiser” agrees to use the ad code provided by Puff Digital not more than once per page view. Ad codes may only appear on root URLs that Puff Digital has reviewed and accepted for participation in the Program. Ad codes cannot be placed in email messages.
Puff Digital is the sole owner of all website, campaign and aggregate web user data collected by Puff Digital. Puff Digital shall also be responsible for collecting impressions and geographic statistics. “publisher” , “advertiser” shall only have access to campaign data that is collected through the use of their inventory.
“publisher” , “advertiser” agrees not to artificially inflate traffic counts using any program, script, device or by any other means. Puff Digital will audit every “publisher” , “advertiser”’s traffic on a daily basis. If “publisher”, “advertiser” produces or commits fraudulent statistics “publisher” , “advertiser” will have their account permanently removed from our Program and “publisher” , “advertiser” will not be compensated for such fraudulent traffic. Additionally, Puff Digital reserves the right to register any fraudulent activities by “publisher” , “advertiser” in a global advertisement network fraud database for usage by other advertisement networks. Excessive page reloading or any other abuse of our system may result in Puff Digital pursuing legal action against “publisher” , “advertiser”.
Removal from Program:
In order to protect our clients and third parties from any form of fraudulent activity, Puff Digital may, at our discretion, terminate any account that we believe violates one of our rules or that has very low conversion ratios. We reserve the right to request server logs from “publisher” , “advertiser” for investigation. In the case of non-agreement between Puff Digital and “publisher” , “advertiser” regarding fraudulent activity, the decision of Puff Digital shall be the final. Any account that has been cancelled due to fraudulent activities or due to low conversion ratios will not receive payment. In cases where fraud has occurred and payment has been made, Puff Digital may take legal action against the “publisher” , “advertiser” in addition to closing the account.
“publisher” , “advertiser” in violation of the Terms and Conditions set forth herein will be immediately deactivated. Puff Digital may deactivate “publisher” , “advertiser” with no prior notice, although every effort will be made to notify the deactivated “publisher” , “advertiser” via the email address provided by the “publisher” , “advertiser”.
Upon termination of “publisher” , “advertiser” from the Program the “publisher” , “advertiser” shall immediately remove all HTML insertion codes and Puff Digital ad codes from any and all web pages where the “publisher” , “advertiser” inserted such codes.
Representations and Warranties:
The “publisher” , “advertiser” represents and warrants that it has full power and authority to enter into this Agreement. Puff Digital is not responsible for any content provided by third parties including “publisher” , “advertiser”s. Puff Digital and its licensors make no warranty of any kind, whether expressed, implied, statutory or otherwise, including without limitation warranties of merchantability and fitness for a particular usage. “publisher” , “advertiser” is solely responsible for any legal liabilities arising out of or relating to (i) the content and other material set forth on the “publisher” , “advertiser”’s websites and/or (ii) any content or material to which users can link through the “publisher” , “advertiser”’s websites other than through advertisement supplied by Puff Digital. “publisher” , “advertiser” hereby agrees to indemnify, defend and hold harmless Puff Digital and its officers, directors, agents, “publisher”, “advertiser”s and employees from and against all claims, suit, proceeding, assertion, actions, liabilities, losses, expenses, damages and costs including reasonable attorneys fees that may be incurred by reason of any claim arising from or connected with “publisher” , “advertiser”’s content, website, commerce and/or business conducted by “publisher” , “advertiser” or “publisher” , “advertiser”’s misuse of the services provided herein or “publisher” , “advertiser”’s breach of any of its representations and/or warranties provided to its customers or third parties.
In no event shall either party be liable for special, indirect, incidental or consequential damages arising from services provided herein.
Under no circumstances shall Puff Digital, its employees, “publisher” , “advertiser”s, or its contractors be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from “publisher”, “advertiser”’s use of or inability to use the services provided herein or “publisher” , “advertiser”’s (or “publisher” , “advertiser”’s customers or authorized users’) reliance on or use of information, services or merchandise provided on or through the “publisher” , “advertiser”’s website or advertisement.
Any advertiser caught with the below restrictions will be suspended, and funds will be withheld:
Any advertiser caught with the below restrictions will be suspended, and funds will be withheld:
Limitation of liability:
Neither Puff Digital nor its customers will be subject to any liability for (i) any failure to provide reference or access to all or any part of the website due to system failure or other technological failures of Puff Digital or the Internet; and/or (ii) delays in delivery and/or non-delivery of advertisement, difficulties with a customer or advertisement; difficulties with a third-party server; electronic malfunction and/or errors in content or omissions in any advertisement.
Puff Digital shall have the sole responsibility for the calculation of “publisher” , “advertiser”’s earnings.
Puff Digital reserves the right to change any of the terms and conditions herein at any time and such changes or modifications shall be effective immediately upon notification by Puff Digital to “publisher” , “advertiser” via email advising of such change or modification. “publisher” , “advertiser” is responsible for complying with any changes to the terms and conditions within 10 days of the date of change.
Publicity and Trademarks:
“publisher” , “advertiser” hereby permits Puff Digital to identify “publisher” , “advertiser” as a customer of Puff Digital and to display “publisher” , “advertiser”’s logo in connection with identifying “publisher” , “advertiser” as a customer of Puff Digital. “publisher” , “advertiser” shall not release any information regarding any campaigns and/or relationship with Puff Digital or its customers in any press release, promotional materials or merchandising materials without the prior written consent of Puff Digital. No press release or general public announcements shall be made without the mutual agreement of Puff Digital and “publisher”, “advertiser”.
All written information labeled as proprietary or confidential that is disclosed by either party to the other party shall remain the sole property of the disclosing party. Each party agrees that it shall not disclose, use, modify, copy, reproduce or otherwise divulge such confidential information other than to fulfill its obligations under the Agreement. The prohibitions contained in this section shall not apply to information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party. Neither party shall disclose to third parties, other than its agents and representatives on a need-to-know basis, the terms of the Agreement without the prior written consent of the other party, except either party shall be entitled to disclose (i) such terms to the extent required by law; and (ii) the existence of the Agreement.
In the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.
“publisher” , “advertiser” may not, without the prior written consent of Puff Digital, assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a breach of this Agreement and shall be void. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies to any other person or entity.
The Agreement shall be interpreted according to the laws of Canada without regard to or application of conflict-of-law rules or principles.
This Agreement shall constitute the entire agreement between Puff Digital and “publisher” , “advertiser” with respect to the subject matter hereof and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby.
No failure of either party to exercise or enforce any rights under the Agreement shall act as a waiver of subsequent breaches.
In the event any provision of the Agreement is for any reason held invalid, illegal or unenforceable, the parties will begin negotiations for a replacement provision and the remaining provisions of the Agreement will be unimpaired. The Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting the Agreement in construing or interpreting the provisions hereof. Except as provided herein, the rights and remedies of the parties set forth in the Agreement are not exclusive and are in addition to any other rights and remedies available to it at law in equity. The Agreement shall be binding upon and shall insure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns. Each party shall comply with all applicable laws, regulations and ordinances relating to their performance hereunder.
Headings used herein are for the convenience of the reader, and shall not be deemed to limit or enlarge the substantive provisions hereof.