Publisher Terms & Conditions

Last updated : 08/12/2022

Being or becoming a Publisher to a Clicknetic Media Platform by Adtelligent Inc. Located at you bind yourself by the following Publisher Terms and Conditions (“Terms and Conditions“) entered into between  Adtelligent Inc  (“Company“) and the Publisher (you). These Terms and Conditions constitute a binding contract between  Company and Publisher (“Agreement“).

If you do not agree to these Terms and Conditions, please do not use the Clicknetic Media Platform.

From time to time we may update these Terms and Conditions.&bsp; If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you in an email notification to the email address we have on file for you. Any such changes will become effective no earlier than 5 (five) days after they are posted, except those changes addressing new functions of the Clicknetic Media Platform or changes made for legal reasons will be effective immediately. Your continued use of the Clicknetic Media Platform after the date of any such changes become effective constitutes your acceptance of the new Clicknetic Media Platform Terms and Conditions.


1. Term

The term of this Agreement shall commence on the Publisher’s first use of the Platform and continue in full force for twenty-four (24) months or until the termination of all outstanding IOs in accordance with the subscription period set forth on the relevant IO (the “Term”). Except as otherwise stated in an IO, subscriptions will automatically renew for additional twelve (12) month periods.

2. Access to Platform

Subject to the Terms and Conditions the Company grants to Publisher a non-exclusive, non-transferable, non-sublicensable, limited subscription license for Publisher and its End Users to access and use Clicknetic Media Platform via the Publisher Account as described on the IO for Publisher’s advertisement serving business purposes on its domains, applications, and other digital assets specified in the IO (collectively, the “Websites”). Publisher’s authorized use of the Platform includes the purposes of receiving and displaying the advertisements or Publisher content delivered by the Company into the Sites (“Ad Impressions”), deploying cookies created by the Company and/or a third party to assigned visitor computers or devices in order to communicate through the Company’s ad server (“Unique User Identifiers”), and employing Company’s ad tags. For purposes of this Agreement, “End Users” means Publisher’s employees, contractors, and representatives who are authorized to access the Platform on Publisher’s behalf, and for which Publisher will remain liable and responsible.

3. Advertisements’ Distribution.

The term of this Agreement shall commence on the Publisher’s first use of the Platform and continue in full force for twenty-four (24) months or until the termination of all outstanding IOs in accordance with the subscription period set forth on the relevant IO (the “Term”). Except as otherwise stated in an IO, subscriptions will automatically renew for additional twelve (12) month periods.

  • 3.1. Within the Clisknetic Media Platform the Company delivers content required for Advertisement (“Ad”) to Publisher in the form requested by the Publisher according to the Settings the latter made within their Account on the Clicknetic Media Platform.
  • 3.2. Positioning of the Ads is at the sole discretion of the Publisher and its affiliates.
  • 3.3. Publisher will comply with the provisions of these Terms and Conditions, including all Ad placement restrictions.
  • 3.4. Any methods and or means direct or indirect, intentional, accidental, incidental, that artificially and/or fraudulently inflate the volume of impressions/clicks is strictly forbidden. Additionally, Company may withhold amounts relating to the Publisher’s Earnings indicated in Section 7.4. of these Terms and Conditions, if Company in its sole reasonable discretion, believes the performance related to them is fraudulent or invalid in nature; or may withhold or recover mentioned amounts from the Publisher, if Company was charged or credited back in their respect by any Company’s Clients (demand partners). Payment amounts displayed in Company’s reporting systems may be adjusted at any time and may not reflect the final payment to Publisher as per adjustments made hereunder.
  • 3.5. In case the volume of fraudulent impressions/clicks constitutes 80% or more Publisher Earnings are canceled in full for the month in which such fraudulent volume was inflated. In case of two (2) subsequent months of such breach the Publisher Account in breach should be permanently suspended.
  • 3.6. Publisher will not be required to publish any Ad that is not in accordance with its policies, restrictions or specifications as determined in its sole discretion in Publisher Account.
4. Restrictions and Traffic quality.

The term of this Agreement shall commence on the Publisher’s first use of the Platform and continue in full force for twenty-four (24) months or until the termination of all outstanding IOs in accordance with the subscription period set forth on the relevant IO (the “Term”). Except as otherwise stated in an IO, subscriptions will automatically renew for additional twelve (12) month periods.

  • 4.1. Publisher may only use the Platform as described in this Agreement and in the then-current documentation
  • 4.2. Except as expressly authorized by this Agreement, Publisher will not, and will not allow any other third party to, (i) decompile, disassemble, modify, translate, distribute, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Clicknetic Media Platform, except to the extent expressly permitted by applicable law, (ii) rent or lease any rights in the Clicknetic Media Platform in any form to any person, (iii) use the Clicknetic Media Platform or any Confidential Information to develop a competing product or service, (iv) use the Clicknetic Media Platform, or allow the transfer, transmission, export, or re-export of the Clicknetic Media Platform or portion thereof, in violation of any export control laws or regulations administered by any government agency, or (v) remove, minimize, block, or modify any copyright, trademark, proprietary rights, disclaimer, digital watermark, or warning notice included on or embedded in any part of the Clicknetic Media Platform, including any screen displays, or any other products or materials provided by the Company hereunder.
  • 4.3. Publisher shall comply with all export control laws and regulations, such as, but not limited to laws administered by OFAC or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), regimes, entities, and persons (collectively, “Embargoed Targets”). Publisher is not an Embargoed Target or otherwise subject to any Economic Sanctions Law. Without limiting the generality of the foregoing, Publisher shall not without the required export approvals, transmit, directly or indirectly, any information nor make any of the services provided by the Company available to any location or person to which the transmission is prohibited by such applicable laws. Under no circumstances will the Company be liable or responsible for any use, or any results obtained by the use, of the Clicknetic Media Platform in conjunction with any services, software, or hardware that are not provided by the Company. All such use will be at Publisher’s sole risk and liability. The Company reserves the right to modify the Clicknetic Media Platform for any reason, without notice and without liability to Publisher, to comply with applicable law.
  • 4.4. Publisher may only use the Platform as described in this Agreement and in the then-current documentation
    • Websites that contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc.);
    • Websites with gratuitous displays of violence, abusive content or content which endorses or threatens physical harm;
    • Websites promoting any type of hate
    • Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.);
    • Websites that are under construction or incomplete websites with extremely limited audiences or viewership websites with any type of content reasonable public consensus deems to be improper or inappropriate
    • Websites that in any way that violates any applicable local, national, or international law or regulation of any applicable jurisdiction.
  • 4.5. Publisher shall provide all notices to consumers and obtain all consents from consumers required for the creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of personal information related to Ad placement under all applicable foreign, federal, state, and local laws and regulations relating to the processing, protection, or privacy of personal information, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction (“Privacy and Data Protection Requirements”). The Privacy and Data Protection Requirements includes, but is not limited to, the European General Data Protection Regulation (Regulation EU 2016/679) (“GDPR”), the United Kingdom Data Protection Act as amended by the UK-GDPR (collectively, the “UK-GDPR”), the European Privacy and Electronic Communications Directive (ePrivacy Directive), the California Consumer Protection Act of 2018 (“CCPA”) and the California Consumer Privacy Rights Act of 2020 (“CPRA”), Canadian Personal Information Protection and Electronics Documents Act (PIPEDA), and the Virginia Consumer Data Protection Act (“CDPA”). Publisher shall not include or launch any Site on the Platform if such Site is directed at children under 13 as contemplated by the Children’s Online Privacy Protection Law, as amended (“COPPA”) and Publisher shall inform the Company in writing prior to launching any of such Site on the Clicknetic Media Platform. Publisher shall not pass to the Company or its demand partners any personal data of children under 13 as defined under COPPA. Without limiting the foregoing, Publisher shall comply with its obligations under applicable Privacy and Data Protection Requirements.
  • 4.6. At any time Company may investigate any Publisher’s website for violation of the Terms and Conditions. If Company determines that Publisher’s website(s) includes any undesirable content, Company may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Ads on such website(s). In no event, will Company or its Clients be obligated to pay for Ads served through Websites containing undesirable content after Publisher’s receipt of such notice from Company.
  • 4.7. Non human, robotic or suspect traffic, for positioning of the Ads and any fraudulent traffic will not be used for positioning of the Ads and paid for and subject to retroactive chargeback.
  • 4.8. Moreover, placement and positioning of the Ads by Publisher or its affiliates in respect of the traffic, mentioned in the Section 4.7. of these Terms and Conditions, is strictly forbidden and grounds for immediate termination without pay.
5. Company Representations.
  • 5.1. Company warrants and represents that:
    • It has all right, title and interest in and to the Ads that it places;
    • The use of the Ads by Publisher and its affiliates as contemplated and authorized hereunder will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
    • All Ads will comply with all applicable laws, regulations and ordinances; and
    • All of the information provided by Company to Publisher is correct, complete and current.
  • 5.2. Company further represents and warrants that any website linked to Company’s Ads:
    • Complies with all laws and regulations in any state or country where the Ad is displayed;
    • Does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and
    • Is not false, misleading, defamatory, libelous, slanderous or threatening.
6. Publisher Representations.
  • 6.1. Publisher represents and warrants to Company that:
    • Publisher’s or its affiliate’s website(s) do not, and will not during the Term, contain any material described in Section 4.4 of these Terms and Conditions;
    • Publisher’s or its affiliate’s website(s) are free of any “worm”, “virus” or other device that could impair or injure any person or entity;
    • It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply;
    • It will conduct its business in compliance with all applicable laws, rules and regulations;
    • It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein;
    • The execution of the Agreement and the performance of its obligations by Publisher will not conflict with or a cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher is a party or subject.
7. Reporting and Payment.
  • 7.1. Company shall have the sole responsibility for calculation of statistics (reporting). Publisher acknowledges that statistics provided by Company are the definitive and binding measurements of Publisher’s performance on any obligations provided herein and no other measurements or usage statistics shall be accepted by Publisher or have bearing hereon.
  • 7.2. Company will provide Publisher with access to reporting within 48 hours depending on the type of Ads to enable Publisher to view the estimated revenues and impressions/clicks due to it hereunder.
  • 7.3. Final revenue & impression/clicks count numbers (statistics) will be determined and adjudicated using the Company’s reporting system within 10 (ten) days after the end of the reporting month.
  • 7.4. Within the time period specified in the IO, Company will pay Publisher its earnings («Publisher Earnings») for Company Ad Marketplace Ad served on Publisher’s web properties in accordance with the provisions of the IO during the applicable calendar month and for which Company has been paid by the Company’s clients (demand partners) with respect to the winning bids by Ad buyers derived by the Company Ad Marketplace for the display of such Company’ Ad impression/clicks on Publisher’s web properties («Ad Collected Revenue»). Publisher acknowledges that Company operates as an Ad exchange and is therefore reliant on payment by Clients to Company before Company will pay Publisher. Accordingly, payment for each Company Ad Marketplace Ad impression/clicks served on Publisher’s web properties is strictly subject to and conditional upon the payment of Ad Collected Revenue for the same Ad impression/clicks by the relevant Company’s Client. In the event that Company does not receive full payment of the Ad Collected Revenue, Company will not make any corresponding payment to Publisher.
  • 7.5. Publisher understands and agrees that Company acts solely as an agent for the Company’s clients; and that Company shall only be liable to Publisher for Publishers Earnings based on payments from Company’s clients, which has received without restrictions. Company agrees to make every reasonable effort to bill, collect and clear payment from the Company’s Clients on a timely basis. Company reserves the absolute right not to make any payments if the Publisher violates any of the present Terms and Conditions.
  • 7.6. All amounts of the Publisher Earnings will be invoiced in U.S. dollars and paid by wire transfer to an account to be designated by Publisher in the invoice unless otherwise agreed in writing by the Parties hereto. Minimum payment threshold is $50.00. All the amounts lower $500.00 are processed through Paypal, any sum exceeding $500.00 is processed through a Wire transfer. The Company doesn’t cover transfer expenses. Any amount lower than $50.00 will be rolled over to the next month.
  • 7.7. Publisher will issue invoices to Company on a calendar monthly basis, in the month following the service provision, based on Company’s reporting data set forth in Section 7 of these Terms and Conditions; and Company shall execute payment of Publisher Earnings on the basis of mentioned invoices, timely received from Publisher.
  • 7.8. Company assumes no responsibility for paying income taxes on behalf of Publisher. Publisher assumes complete and sole responsibility for any taxes owed or which may be due in connection with Publisher’s activities under the Agreement, including but not limited to sales and use taxes, goods and services taxes, value-added taxes and withholding taxes, and agree to indemnify and hold Company and its employees, affiliates and representatives harmless from any such taxes. Company shall provide Publisher with appropriate tax information, including earnings on Form 1099. Publisher residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to Company for tax reporting purposes. In no event will payments be made on accounts that have not provided proper tax identification information. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.
8. Confidentiality.
  • 8.1. Both Parties agree to keep all communications exchanged between the Parties and all of its terms, numbers and information, confidential, and not disclose any of it to any third party, except on a confidential basis to an employee, agent, client, or partner who has a legitimate need to know to enable the Party to perform under the Agreement, and who is subject to these non-disclosures and use restrictions. Publisher agrees to keep all and any information which is given by Company confidential, including but not limited to information about keywords, costs, conversions, and any other statistics, that are not publicly available, unless otherwise approved by Company. Each Party will protect the confidential information of the other party in the same manner that it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
  • 8.2. The foregoing obligations will not restrict either Party from disclosing confidential information of the other Party pursuant to a court order from a court of competent jurisdiction, provided that the Party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order and in the event that disclosure is required, only discloses the portion of confidential information that its legal counsel advises is legally required.
9. License.
  • 9.1. For the Term Company hereby grants to Publisher and its affiliates and partners a non-exclusive, royalty-free, worldwide license to: (a) use, perform and display all Ads delivered hereunder in accordance with these Terms ad Conditions; and (b) use all associated Company intellectual property in connection therewith.
  • 9.2. Title to and ownership of all intellectual property rights of the Ads and associated Company intellectual property shall remain with Company or its third party licensors. In addition, Company agrees that Publisher may include Company ‘s name (including any trade name, trademark, service mark and logo) and any Ad provided hereunder on Publisher’s Company list and in its marketing materials and sales presentations. Publisher is the sole owner of any and all intellectual property rights associated with the Publisher, other than Company’s trademarks, logos, and other pre-existing Company intellectual property displayed via Publisher’s Websites.


11. Limitation of Liability.


12. Indemnification.
  • 12.1. Company agrees to defend, indemnify and hold harmless Publisher and its affiliates and their respective principals, directors, officers, employees and agents from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, judgment or proceeding relating to or arising out of:
  • (a) Company’s breach of the Agreement;

    (b) the content of the Ads and any and all claims made therein; or

    (c) the products, services or content linked to from the Ads.

  • 12.2. Publisher agrees to defend, indemnify and hold harmless Company and its affiliates and their respective principals, directors, officers, employees and agents from and against any and all losses, damages, liabilities and claims, and all related expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) and costs related to, arising from, or in connection with any third-party claim, related to, arising from, or in connection with the actual or alleged:
  • (a) Publisher’s breach of the Agreement;

    (b) breach of any of Publisher’s representations, warranties, obligations, and/or covenants set forth herein;

    (c) Publisher’s services linked to the Ads;

    (d) Publisher’s gross negligence, willful misconduct or fraudulent actions.

  • 12.3. Indemnified Party shall promptly notify indemnifying Party in writing after it becomes aware of any such claims, but failure to give such notice shall not relieve indemnifying Party of its indemnity obligations hereunder unless the Indemnifying Party has been materially prejudiced by such failure. Indemnifying Party shall have exclusive control over the settlement or defense of such claims or actions, except that indemnified Party may appear in the action, at its own expense, through counsel reasonably acceptable to indemnifying Party, only in the event it is mutually determined by the Parties that an actual conflict of interest would exist by indemnifying Party’s representation of indemnified Party and indemnifying Party in such action. The indemnified Party will, if requested by the indemnifying Party, give reasonable assistance (in a manner consistent with the Parties’ respective confidentiality obligations and preservation of attorney/client, work product, and other privileges) to the indemnifying Party in defense of any claim. The indemnifying Party will reimburse the indemnified Party for any reasonable attorney expenses directly incurred from providing such assistance. Indemnifying Party shall be entitled to retain all monetary proceeds, attorneys’ fees, costs, and other rewards it receives as a result of defending or settling such claims. The indemnifying Party will have the right to consent to the entry of judgment with respect to, or otherwise, settle, an indemnified claim with the prior written consent of the indemnified Party unless such judgment materially prejudices or obligates the indemnified Party, at which point the indemnified Party shall be consulted before the matter is finalized. In the event indemnifying Party fails to promptly indemnify and defend such claims and/or pay indemnified Party’s expenses, as provided above, indemnified Party shall have the right to defend itself, and in that case, indemnifying Party shall reimburse indemnified Party for all of its reasonable attorneys’ fees, costs, and damages incurred in settling or defending such claims within thirty (30) days of each of Indemnified Party’s written requests.
13. Notice.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if delivered personally; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; upon receipt, if sent by certified or registered mail, return receipt requested; and upon receipt with written confirmation, if sent by electronic mail. All notices under this Agreement shall be sent to the address for each Party specified on the IO and all notices to the Company will include a copy to the attention of Legal Notices at 16192 COASTAL HWY, LEWES, Sussex, DE, 19958 USA and Either Party may change its address or designee for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective.

14. Termination.
  • 14.1. The Parties hereby agree that any Party may terminate the Agreement at any time, with or without cause and without any liability to the other Party whatsoever by giving 24 hours prior written notice of termination to the other Party.
  • 14.2. In the event that the Agreement is validly terminated as provided herein, then the Parties shall be relieved of their duties and obligations arising hereunder after the date of such termination and such termination shall be without liability to the Parties; provided, further, however, that Publisher has an outstanding account balance, Company will pay Publisher all legitimate money due during the next billing cycle and nothing in this Section 14.2 shall relieve the Parties of any liability for a breach hereof.
15. Miscellaneous.
  • 15.1. Governing Law and Jurisdiction.

     This Agreement shall be governed by and construed in accordance with the Laws of the State of New York without reference to conflicts of law rules and principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each Party irrevocably consents that the competent federal and state courts located in the state New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
  • 15.2. Entire Agreement; Waiver.

     This Agreement, including any written nondisclosure agreement previously executed by the Parties, set forth the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes all prior discussions, agreements and understandings of any kind, and every nature between them. The IO shall not be changed, modified or amended except in writing and signed by both Parties.
  • 15.3. Binding Effect. 

    Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective heirs, legal representatives, successors, and assigns.
  • 15.4. Severability. 

    Provisions of this Agreement shall be deemed severable. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable for any reason under present or future laws effective during the term of this Agreement, the remaining provisions shall continue to be valid and enforceable.
  • 15.5. Independent Contractor.

     The Parties are independent contractors. Nothing in this Company’s Agreement shall be construed to create a joint venture, partnership or agency relationship between the Parties. Neither Party has any authority of any kind to bind the other in any respect whatsoever and neither party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other Party’s name or on its behalf.
  • 15.6. Legal Expenses.

     The prevailing Party in any legal action, including arbitration, brought by one Party against the other and arising out of this Agreement shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court fees and reasonable attorney’s fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded.
  • 15.7. Privacy Statement.

    The Company respects the privacy of our Publishers. For details please see our Privacy Statement. By entering this Agreement, you consent to our collection and use of personal data as outlined therein.
Contact Us

In case of any additional requests about this Cookies Policy, you can contact us:

Adtelligent Inc.
Address: 16192 Coastal Hwy Lewes,
Sussex, DE
19958 USA