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Terms and Conditions

ADPRUDENCE TERMS AND CONDITIONS

ENTERING INTO THIS AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING FOR ADPRUDENCE. PARTICIPATION IN ITS SERVICES INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER OR CONTINUE TO PARTICIPATE.

BACKGROUND

This Agreement is between You and AdPrudence advertising Network. «You» means the entity or person listed on the Registration Form you submit to us. The AdPrudence offer an advertising platform for web sites and advertisers that want to reach their visitors. The platform includes ad delivery capabilities, reporting and payment services. By entering this agreement, You represent that You are at least 18 years of age or reached the age of majority in the jurisdiction of your residence. You represent that you are a domain owner or you are authorized to enter this agreement with AdPrudence by domain owner.

PUBLISHER TERMS

BANNER PLACEMENT
When you participate as a Publisher you agree that:

Your web site does not contain excessive profanity, racism, pornography, content which violates applicable laws or infringes copyright or any other party's intellectual property rights.
You will embed AdPrudence ad tags or code on your web pages only in accordance with the AdPrudence specifications. You may run only one AdPrudence ad tag per ad size per page (you can't run two 300×250 at the same page but you can run 300×250 and 728×90 at the same page).
You will not display AdPrudence ad tags on sites that have not been approved by Us.
You will add sufficient spacing between AdPrudence banners and page content to minimize accidental clicks.
You will not place AdPrudence ad tags into self-reloading frames or similar devices without Our permission.
You will not conceal AdPrudence banners from full view using layers, hidden frames or any other devices.
You will not inflate click thru rates artificially by clicking on ads yourself or by asking someone else to do so, by encouraging site visitors to click thru, by using automated software or scripts that simulate clicks, or by any other means.
You will not engage in any practice or action that manipulates or abuses AdPrudence platform, system or participants.
Although you may conduct direct sales with your other advertising clients, you agree not to contact AdPrudence advertisers directly.
You will provide notice to Us if you choose to remove one or all AdPrudence ad tags from your web site.
Exemption from any rules must be signed between You and Us in writing.
We reserve the right to reject any application for participation based on Our review of Your web pages.
All impressions generated outside approved URL must be discarded. You should provide AdPrudence with complete list of URL's used for your website (s) as well as with “ad serving” URL. Complete URL list should be loaded into URL filter.

All clicks getting ClickForensicsTM score less than 100 should be considered as fraud and will not be counted and paid.
Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by AdPrudence (including by electronic mail). You can have more than one URL in the account, each of which should be submitted for review prior to placing the code on those individual sites.
AdPrudence ad codes must be not modified from original format without consent from Aprudence. You agrees to use the ad code provided for displaying Creative not more than ONCE per page view per ad size.
Ad codes cannot be placed in email messages. In-page Banner ads code need to be placed within the first 600 pixels of the top of your page.
AdPrudence ad codes cannot be placed on pages without any content.
Prohibited Uses. You shall not directly or indirectly generate queries or impressions or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools or computer generated search requests, or the unauthorized use of other search engine optimization services or software.

PAYMENT TERMS
On-time payments: Our minimum payout is $20 and the mode of payment is paypal. We pay on a Net10 basis. Infact we are the first company which pays within 10 days of month end. Net10 means your earnings in a particular month are payed by the 10th of following month. For example, December earnings will mature at the beginning of Jan, January earnings will mature in Feb, etc. adPrudence uses this time to verify payments. Payments are processed once per month, on the 10th day of the month.

TERMINATION
You can end your participation in our Services at any time. If you decide to do so, you must provide notice to Us. We can cancel your account and end this Agreement with you at any time, for any reason, by sending notice to the email address you have indicated on Your registration. If no rules were violated and the balance of terminated account is positive, final payment will be sent on the usual monthly date or upon termination.

YOUR REPRESENTATIONS AND WARRANTIES

a. REPRESENTATIONS
You represent and warrant that:
You have the authority to enter into this Agreement with Us.
You are at least eighteen years old. If you are younger than eighteen, you must contact us directly via the contact form on the AdPrudence website for alternative, quick approval.
The registration and account information You have given Us is accurate and complete.
The content You provide as you participate, whether that content is Advertising or on a web Site, and Your participation does not violate any applicable law or any third party's rights, including but not limited to intellectual property or privacy rights.
You will not interfere with or rig the bidding system or click counts in any way, either by technological means or by agreement with other individuals.

b. LIABILITIES
Indemnification. If any other party should make a claim against Us or sue Us based on Your participation in Our services and that participation violates this Agreement, You agree that you will indemnify Us for all costs associated with defending against the claim as well as all resulting damages.
If any party makes a claim against You or sues You based on Our conduct under this Agreement and that conduct has been grossly negligent or is willful misconduct, then we will indemnify You for all costs associated with defending the claim as well as any resulting damages.
These indemnification promises will not be valid unless the party that the claim or suit is brought against promptly notifies the other and cooperates fully in the defense of the claim.
No Guarantee. We make no guarantee regarding the level of impressions or clicks or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, We do not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond our control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services.

Intellectual Property Rights; Confidentiality. You will not reverse engineer or otherwise interfere with Our Intellectual Property Rights in the AdPrudence network. You will not use our marks or copyrighted materials for commercial purposes without getting our written permission first. You will not reveal any Confidential Information except as required by law.

No Warranty. AdPrudence MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ITS SERVICES AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.

Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO YOUR PARTICIPATION, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) AdPrudence'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY AdPrudence TO PUBLISHER DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

OTHER TERMS Online advertising is an evolving commercial activity. We can modify general terms and conditions at any time, effective within seven calendar days after We publish the change on our web site. Your continued participation in Our Services means you accept the new terms. AdPrudence reserves the right to inform its publishers, customers and partners about any news using email newsletter but not more often then once per week.

We are not partners with You and these services are not offered as a joint venture with You. We do not Act as your agent for any purpose. You and AdPrudence are independent contractors to each other.