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Before we get started, we would like to ask that you review the terms and conditions of service, and provide an electronic signature to confirm agreement. The terms and conditions will always be found at the following URL: http://v11media.com/publisher-terms-of-service

    TERMS AND CONDITIONS

    This Advertising Services Agreement (“Agreement”) is made and entered into as of signup date (the “Effective Date”) by and between the company entered (“Publisher”), and a corporation with a principal place of business located at the address entered below, and Volume11 Media, Inc. ("Provider"), a C corporation with a principal place of business located at 111 New Montgomery Street, Ste. 420, San Francisco, CA 95117.
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    1. Definitions

    a. “Action” means any action linked to an Ad, including, without limitation, any registration, form submission, offer response or purchase. b. “Ad” means any material that offers or promotes a brand, product or service (including, without limitation, virtual currency, game tokens, experience points and the like). Examples of Ads include, without limitation, ad banners, badges, buttons, links and other interactive or promotional features and offers for the purchase of virtual currency, game tokens, experience points and the like. c. “Advertiser” means any individual or entity having an agreement with Provider to serve Ads through the Platform. d. "Application" means each application, widget, or game listed on Schedule A, as revised by Publisher from time to time. e. “Commission” means the portion of Gross Revenue allocated to Provider for services rendered. f. "Confidential Information" means (i) the Ads, prior to publication; (ii) the terms and conditions of this Agreement; (iii) any information, without limitation, statistics or other data, relating to Publisher’s use of the Platform; (iv) all Publisher related Ad performance information, and (v) any nonpublic information, whether in oral, written, electronic or other form, provided by one party the other party under this Agreement that the recipient knows or reasonably should know is confidential to the discloser. Publisher Confidential Information includes, without limitation, all information about Provider’s Commission and the Gross Revenue, all Publisher related Actions and all User Information, User demographic information, information concerning the manner in which Publisher implements Ads and any information concerning the use of Ads to promote Applications and/or the results of such efforts. g. “CPA” means cost per action, and refers to the amount paid by advertisers for each specific action. h. “CPC” means cost per click, and refers to the amount paid by advertisers for each click or impression of an ad. i. “CPM” means cost per thousand, and refers to the amount paid by advertisers for each 1,000 impressions of an ad. j. “Gross Revenue” means the gross amount actually received by Provider in connection with Ads as they relate to the Applications (which includes, without limitation, amounts paid directly by Users (whether via credit card, stored value or debit card, PayPal transfer, bank transfer, mobile billing, or other payment source) and amounts paid by advertisers for Ads (whether on a CPA, CPM, CPC, Action or other basis)), less (a) taxes (excluding taxes based on the net income of the Provider) and other governmental charges and (b) credits, allowances, unpaid post backs, unaffiliated third party commissions (including, without limitation, agency fees), and third party payment processing charges; where all the exclusions under subpart (b) are not to exceed ten percent (10%) of the corresponding amounts received. No other costs or expenses may be excluded from Gross Revenue (e.g., salaries, in-house sales commissions, operating expenses, cost of maintaining web operations, etc.). k. “Personally Identifiable Information” means any data or other information that can be used to identify, contact or locate a natural person, including, but not limited to, a natural person’s name, address, telephone number, e-mail address or social security number. l. “Platform” means Provider’s system used to target and display Ads on or in connection with an Application. m. “Services” means the advertising services that Provider is to provide under this Agreement for Applications, including, without limitation, the delivery of ads to users and the generation of advertising and other revenue for the Applications. n. “User” means any person who uses an Application. o. “User Information” means all information submitted by or collected from any User as a result of that User’s activities on or in connection with any Application or Action. Without limiting the foregoing, User Information includes all anonymous information relating to the User (such as IP addresses), all Personally Identifiable Information of Users and all information about User activity (including, without limitation, all information regarding the activities and purchasing behavior of Users, individually and in the aggregate).

    2. Services

    a. General Obligation. Provider shall provide the Services. Without limitation, Provider shall provide Publisher with Advertiser placements, provide and serve all Ads and collect and hold in trust for Provider the underlying revenue and assist Publisher in commercializing traffic to the Applications. b. Limitation of Social Networking Websites. Publisher is not responsible for the availability of any social networking website or resources. c. Real-Time Reporting. Provider will provide Publisher with real-time access to statistic information about Publisher’ Gross Revenue, Net Revenue, Provider revenue, Top 25 offers per app, Top 25 offers overall, Impressions, clicks, eCPM and revenue as it related to offer performance, Ad performance, Actions and other User, Application and Ad activity, as reasonably requested by Publisher.

    3. Ad Delivery

    a. Tag Delivery. To the extent not already provided to Publisher, Provider shall deliver the Tags to Publisher immediately following the execution of this Agreement. Publisher may use the Tags provided by Provider to deliver Ads under this Agreement. b. Technical Specifications. Publisher agrees to use its reasonable efforts to comply with any reasonable technical specifications provided by Provider. c. Content Policy Compliance. Provider will screen all Ads pursuit to content guidelines presented by Publisher. At Publisher’s request, Provider will provide a “user interface” that allows Publisher to review and approve all Ads before they are published in Publishers Application(s). Provider acknowledges and agrees that while Publisher has no obligation to monitor the compliance of the Ads with the Content Policy or the Ads themselves, if and when Publisher determines that any Ad does not comply with the with the Publisher’s content guidelines, Publisher may immediately disable or remove the Ad from displaying on or in connection with the Applications without liability of any kind or nature to Provider. If Publisher notifies Provider of the removal, then Provider must cure the violation within two business days after this notice (the “Cure Period”) by removing all Ads that violate the Publisher’s content guidelines. If Provider fails to cure the Content Policy violation within the Cure Period, Publisher may, without further notice, immediately terminate this Agreement. Provider further agrees to remove any other Ads from the Platform that Publisher reasonably deems objectionable. Provider will remove those Ads as soon as reasonably possible, but no later than 48 hours from receipt of Publisher’s request. d. Availability of Ads with Applications. In addition to that set forth in this Agreement, Provider acknowledges and agrees that Publisher may suspend Ads or otherwise elect not to continue to offer Ads on or in connection with the Applications. Provider understands and agrees that Publisher has no obligation to make the Ads available to Users.

    4. Support

    a. Support Obligations. Provider agrees to (i) use commercially reasonable efforts to provide Publisher with support for the Ads, and (ii) handle all customer service issues related to any of the Ads. Provider shall respond and resolve all inquiries, problems and issues as soon as commercially practicable and in a professional and workmanlike manner. b. Changes. Provider acknowledges and agrees that Publisher may modify the Applications from time to time, including as necessary to comply with applicable laws or regulations or restrictions imposed on Publisher.

    5. License and Intellectual Property Rights; User Information; Exclusivity

    a. License. Subject to the terms and conditions of this Agreement, Provider hereby grants Publisher a non-exclusive, fully-paid, royalty-free license to use the Platform and the tags to display Ads on or in connection with the Applications. Except as required to perform this Agreement, Publisher agrees not to copy, modify, create derivative works of Provider’s service, the Ads or Tags. b. Ownership. As between the parties, Provider owns all right, title and interest, including all intellectual property rights, in and to the Platform, and Publisher owns all right, title and interest, including all intellectual property rights, in and to the Applications and all User Information.

    6. User Information

    In addition to the confidentiality obligations of this Agreement, Provider shall only use User Information as necessary to fulfill Provider’s obligations under this Agreement.

    7. Payment and Gross Revenue

    a. Payment of Gross Revenue. Provider shall remit the Gross Revenue (less an amount equal to the Provider Commission) to Publisher within ten business days after the end of every other calendar week. With each payment, Provider shall deliver a written or electronic report to Publisher that sets forth the Gross Revenue remitted and Commission retained and shows, for each Application, the calculation and basis for the payment, including any revenue that was deducted or exempted and the reasons why the deduction or exemption applies. Provider shall have an officer certify each report as complete, true and correct. In the event no Gross Revenue is due, Provider’s report shall so state. b. Exceptions. Provider will not be obligated to pay money with respect to any fraudulent or invalid Actions or any fraudulent or invalid clicks or impressions on any Ads generated by any person, bot, automated program or similar device, including any Action, clicks or impressions (i) originating from Publisher’s IP addresses or computers under Publisher’s control, or (ii) pursuant to which Users were directly or indirectly mislead or falsely encouraged to complete Actions, including, without limitation, making it seem that a User is creating an Action other than the Action actually being offered. c. Payment and Late Fees. All payments to Publisher under this Agreement shall be made electronically to the account provided to Provider (which may be changed by Publisher upon advance written notice to Provider). All payments hereunder shall be made in immediately available U.S. funds, at Publisher’ address listed on the cover page. Any amount not paid when due will bear a late payment charge, until paid, at the rate of 0.05 % per month or the maximum amount permitted by law, whichever is less.

    8. Compliance with Laws and Social Networks' Policies

    Provider shall deliver the Ads and conduct the related User transactions in compliance with all applicable local, state, federal and international laws, rules and regulations (including, without limitation, all laws regarding the transmission of technical data exported from Provider’s country of residence, and all relevant data protection and privacy laws, including, but not limited to, the Gramm-Leach-Bliley Act and Fair Credit Reporting Act) and the advertising policies of all of the Covered Locations. Violation of any of the foregoing may result in immediate termination of this Agreement, at Publisher’ sole discretion.

    9. Termination

    a. Term. This Agreement commences on the Effective Date and continues thereafter for a period of one year (“Initial Term”), unless terminated sooner as provided for herein. Following the Initial Term, this Agreement will automatically renew for additional, successive one year terms unless either party provides the other with written notice of its intent not to renew a minimum of 30 days prior to the expiration of the then-current term. b. Rights of Termination. Either party may terminate this Agreement for any reason with 30-days written notice. Upon a material breach of this Agreement, the non-breaching party may terminate immediately with written notice to the breaching party. c. Effect of Termination. Upon termination of this Agreement: (i) Provider shall pay Publisher all Gross Revenue and other money owing to Publisher under this Agreement within 15 days, even if longer payment terms had been provided; and (ii) each party will promptly (but in no event later than 15 days after the effective date of termination) return to the other party, or, if requested by the other party, destroy, the other party’s Confidential Information and have an officer of the party promptly certify to the other party in wiring that the party has fully complied with the requirements of this sentence. d. Survival. The terms and conditions of Sections 5, 6, 9, 11 and 12, together with those that by their nature continue and survive, shall survive any termination or expiration of this Agreement. e. Additional Remedies. Termination will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party will be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

    10. Confidentiality

    a. Nondisclosure and Nonuse Obligation. Each party acknowledges that, in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The receiving party shall, both during and after the term of this Agreement, keep in confidence and trust all of the other party’s Confidential Information received by it. The receiving party shall not use the Confidential Information of the other party other than as necessary to perform this Agreement. The receiving party shall take all reasonable steps to prevent unauthorized disclosure or use of the other party’s Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. The receiving party shall not disclose Confidential Information of the other party to any person or entity other than its employees who need access to the Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with the receiving party under terms sufficient to enable the other party to comply with its confidentiality obligations under this Agreement. The receiving party shall immediately give notice to the other party of any unauthorized use or disclosure of other party’s Confidential Information. The receiving party agrees to assist the other party in remedying such unauthorized use or disclosure of its Confidential Information. b. Legal Disclosures. A disclosure of Confidential Information (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, will not be a breach of this Agreement or a waiver of confidentiality for other purposes, on condition that the party disclosing the information provides prompt written notice of the required disclosure and seeks a protective order or otherwise obtains confidential treatment or prevents or limits the disclosure. c. Other Permitted Disclosures. Either party may provide a copy of this Agreement to the following persons and/or entities who are under obligations of confidentiality substantially similar to those set forth in this Agreement: potential acquirers, merger partners or investors and to their employees, agents, attorneys, investment bankers, financial advisors and auditors in connection with the due diligence review of such party. A party may also provide a copy of this Agreement to the party’s outside accounting firm and legal advisors. A party may also disclose a copy of this Agreement in connection with any litigation concerning this Agreement. d. Remedies. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, the other party shall be entitled to equitable relief to protect its interest therein, including, but not limited to injunctive relief.

    11. Representation and Warranties

    a. General Warranties. Each party hereby represents and warrants to the other that: (a) it has all right, power and authority to execute, deliver and perform this Agreement and to grant the licenses hereunder and otherwise consummate the transactions contemplated hereby; and (b) this Agreement has been duly authorized, executed and delivered by such party, constitutes the legal, valid and binding obligation of such party and is enforceable against such party in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws of general applicability governing the enforcement of the rights of creditors or by the general principles of equity (regardless of whether considered in a proceeding at law or in equity). i. By Provider. Provider hereby represents and warrants that (i) Provider does and shall at all times comply with all applicable local, state, federal and international laws, rules and regulations, including, without limitation, Gramm-Leach-Bliley Act and Fair Credit Reporting Act, (iii) the Platform, Service and Ads do not and will not violate any intellectual property or proprietary rights of any third party. ii. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION EACH PARTY MAKES NO WARRANTIES OF ANY TYPE OR KIND UNDER THIS AGREEMENT AND HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS UNDER THE UNIFORM COMMERCIAL CODE. Publisher MAKES NO GUARANTEE REGARDING THE VOLUME OR TIMING OF ACTIONS IN CONNECTION WITH THE SERVICES OR PLATFORM OR THE AMOUNT OF COMPENSATION THAT PROVIDER MAY RECEIVE UNDER THIS AGREEMENT OR THE RESULTS OF ANY AD CAMPAIGN, OR THE NUMBER, TIMING OR COMPLETION OF ACTIONS, CLICKS OR IMPRESSIONS, AND PROVIDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.

    12. Limitation of Liability

    EXCEPT WITH RESPECT TO CLAIMS FOR INDEMNIFICATION, BREACH OF SECTIONS 5 and 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF THOSE DAMAGES.

    13. General Provisions

    a. Notices. Each party giving or making any notice, request, demand or other communication (each, a “Notice”) under this Agreement shall give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: personal delivery, Registered or Certified Mail (in each case, return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid), facsimile or e-mail. Any party giving a Notice shall address the Notice to the other party (the “Addressee”) at the address listed on the first page of this Agreement or to another Addressee or another address as designated by a party in a Notice pursuant to this Section. Except as provided elsewhere in this Agreement, a Notice is effective only if the party giving the Notice has complied with this paragraph and if the Addressee has received the Notice. b. Force Majeure. Neither party will be liable to the other for any failure of performance under this Agreement (other than the obligation to make payments under this Agreement) due to acts of God; acts of the public enemy; fires, floods, storms, or weather conditions; war, riots or terrorist acts; legal interferences; or, without limitation by enumeration, any other cause beyond the reasonable control of a party, on condition that the cause occurs without that party’s fault, negligence or involvement and that the party promptly and diligently takes all action as may be necessary and practicable under the then existing circumstances to remove the cause of failure and resume performance at the earliest reasonable time and gives notice of the circumstance to the other party as soon as practicable. If any event of force majeure continues for more than 60 consecutive days, the party whose performance is not affected by the event of force majeure may terminate this Agreement upon written notice to the other party. c. Relationship of the Parties. Provider and Publisher enter into this Agreement as independent contractors, and neither Provider nor Publisher shall be or construed to be a partner, joint venturer or employee of the other. d. Successors and Assigns. This Agreement is freely assignable by either party with reasonable advance notice to the non-assigning party. If Provider assigns this Agreement, Publisher shall have the right for 15 days following notice to immediately terminate this Agreement e. Governing Law. The laws of the State of California (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement. f. Jurisdiction; Dispute Resolution. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, and the Superior Courts of the State of California, San Francisco County, in all controversies arising out of, or relating to, this Agreement. g. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement, which shall be considered as a whole. h. No Waiver; Amendment. The parties may waive a breach of this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay (i) in exercising any right or remedy, or (ii) in requiring the satisfaction of any condition, (iii) under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other party. The parties may amend this Agreement only by a written agreement signed by the parties that identifies itself as an amendment to this Agreement. i. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain valid, legal, and enforceable. j. Nature of Agreement. Except as expressly set forth in this Agreement, this Agreement is non-exclusive. Both parties, in their sole discretion, have the right to enter into similar contractual agreements with third parties, subject to Section 4(d) above. k. No Public Announcement. Provider shall not make any press release or public announcement concerning this Agreement without obtaining the prior written consent of Publisher. l. Entire Agreement. This Agreement (including all attached schedules) constitutes the final agreement between the parties. It is the exclusive expression of the parties' agreement on the matters contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly superseded by this Agreement, including, without limitation, the Prior Agreement (as defined in Section 13 below). The parties expressly disclaim any reliance on any statements by the other party not contained herein. m. Use of Platform; Applications. Publisher may use the Platform to display and target Ads to Users through or in connection with the Applications. Publisher reserves the right to improve, modify, remove, suspend, or discontinue, temporarily or permanently, in whole or in part, any Application at any time at its sole discretion without notice and without liability. n. No Third Party Beneficiaries. The parties agree that there are no third party beneficiaries to this Agreement.

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    Please allow us up to 24 hours to get back to you to begin implementation, although we're so thrilled to have you on board that we'll likely get back to you way before. Feel free to dial up your publisher development contact at Volume11 Media if you have any questions in the meantime, or use support@v11media.com.