Welcome to JustPremium!
Thanks for your interest in our advertising services (the “Services”)! These terms (“Publisher Terms”) are part of the agreement (“Agreement”) concluded between JustPremium INC (a company located in New York City; “JustPremium”) and you, on behalf of and as authorized representative of the publisher company you represent (“You”, “you” or “Publisher”). Please read these Publisher Terms carefully.
1. Access to and Using the Services
Your use of the Services is subject to our approval of a JustPremium account (an “Account”). We have the right to refuse or limit your access to the Services.
If you do not agree with these terms or a part thereof or in case you are not authorized to bind Publisher, you and Publisher are not authorized to use the JustPremium Services.
By enrolling in JustPremium, you permit JustPremium to serve advertisements and other content (“Ads”) to your websites, mobile applications, media players, mobile content, and/or other properties approved by JustPremium (“Publisher’s Advertising Inventory” together and each individually a “Property”). JustPremium may refuse to provide the Services to any Property. Any Property that is a software application and accesses our Services may require preapproval by JustPremium in writing.
You may use our Services only as permitted by the Agreement and any applicable laws. Don’t misuse our Services. For example,
- don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide,
- place a code snippet where an Ad is due to be displayed (“Ad Tags”) solely on the agreed positions and websites; JustPremium reserves the right to pay only for impressions that are delivered on the agreed positions,
- don’t place Ad Tags on sites with content which is unlawful or considered inappropriate by JustPremium at its sole discretion, which includes but is not limited to pornographic material, gambling, alcohol, weapons, or racist content,
- don’t serve Ad Tags in toolbars and/or downloadable applications or
- any other use in violation with the Agreement or the law.
JustPremium reserves the right to exclude websites that are in violation of the Agreement. Publisher represents and warrants that it will not misuse the Services. Publisher will be held liable for (im)material damage that arises from the misuse of the Services. JustPremium is entitled to withdraw all payments in connection with Ads which have been served on Properties which violate the Agreement and/or applicable law.
We are constantly changing and improving our Services. You acknowledge that JustPremium is continuously developing the features and the functionality of the Service. JustPremium may, from time to time, under its sole discretion, modify and update the Service or a part thereof and may cease to provide the JustPremium Service in whole or in part. You acknowledge further that the Service may also be temporarily unavailable for maintenance or other reasons.
You may discontinue your use of any Service at any time by removing the relevant Ad Tag from your Properties.
2. Changes to the Publisher Terms
Changes will not apply retroactively and generally will become effective 14 days after they are posted.
However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Publisher Terms, you should stop using the affected Services. Your continued use of the JustPremium Service means that you have accepted the changed Publisher Terms.
3. Revenue (share)
Subject to this section you will receive a payment related to the number of times an Ad is displayed on your Properties (“Ad Impressions”).
For the purposes of billing and general delivery, all reported numbers are based on counts within JustPremium and its partners which allow buyers of digital ad inventory to connect with You (“Demand Sources”).
Reporting shall be made available to Publisher online. Publisher acknowledges and accepts that JustPremium’s online reporting may not be 100% accurate and that JustPremium may, upon written notice to Publisher, make adjustments to Publisher’s online reporting at the end of each calendar month to account for, among other things, specific contractual provisions, statistical errors, and Demand Sources adjustments.
JustPremium shall calculate the Net Revenue for each relevant calendar month solely based on records and measurements compiled and maintained by JustPremium.
No other measurements or statistics of any kind shall be accepted by JustPremium or have any effect under the Agreement (including but not limited to any statistics compiled or maintained by You).
“Net Revenue” for each calendar month is defined as the amount of media spend actually received by JustPremium based on monetized Ad Impressions served by JustPremium on Publisher’s Properties during the relevant calendar month as measured by JustPremium, net of value added taxes, other duties, costs, fees, revenue generated through Artificial Traffic or other invalid traffic, impressions, clicks or other invalid transactions or data fees.
Publisher shall receive the share of the Net Revenue as specified by JustPremium (the “Revenue Share”).
For clarity, JustPremium shall not be obliged to pay any amounts to Publisher for any Ad Impressions or any other action which, pursuant to JustPremium reasonable assessment, may be: (i) based on Artificial Traffic, (ii) originating from Publisher’s IP addresses or computers or networks under Publisher’s control, (iii) solicited, requested or purchased by Publisher for the purpose of accumulating Revenue Share; (iv) Ad Impressions for which JustPremium is unable to charge its customers (for whatever reason); or (v) Ad Impressions co-mingled with a significant amount of Artificial Traffic described below. You acknowledge that any participation or attempted participation or violation of any of the foregoing is a material breach of the Agreement and may be sanctioned under criminal law.
“Artificial Traffic” shall mean invalid, automated, deceptive or fraudulent Ad Impressions, which may, without limitation, be generated by or originating from any person or which may originate without limitation from automatic openings, spiders, robots, automated programs, browser toolbar, adware or spyware, requests in e-mail or chat rooms, script generators, placing and using JustPremium’s Services in a manner they are not intended to be placed or used.
Unless otherwise agreed, in case the parties have agreed on any prepayments or advances of the Revenue Share, such prepayment shall be set off against any Revenue Share accrued to Publisher under the Agreement until the prepayment has been fully recouped. In case of expiry or termination of the Agreement prior to the full recoupment of the prepayment, Publisher shall repay to JustPremium the un-recouped amount of the prepayment immediately upon such expiry or termination.
JustPremium shall pay to Publisher the applicable Revenue Share within 60 days from the end of the relevant month, if the amount of outstanding receivables accumulated in or before the relevant month (“Balance), is US $50 or more. In the event that the Agreement is terminated, JustPremium shall pay your outstanding balance within 60 days from the termination of the Agreement, on the condition that JustPremium has received the Net Revenue attributable to Your use of the JustPremium Service by said date. JustPremium shall in no event make any payments if Your Balance is less than US $50. All amounts shall be payable in US Dollars or EURO unless agreed otherwise.
Before sending the Revenue Share, within 45 days from the end of the relevant month, JustPremium will provide You with a creditnote stating the estimated Revenue Share to be paid. You acknowledge and agree that such estimate is not binding on JustPremium and is subject to change, and that the actual Revenue Share payable to You shall be finally determined only after JustPremium has received the Net Revenue in question.
The agreed Revenue Share is inclusive of any taxes or other official duties, which may be charged from the Revenue Share. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your use of the JustPremium Service or receipt of the Revenue Share. In case JustPremium has an obligation to pay withholding tax or other official charges based on the Revenue Share, JustPremium shall be entitled to deduct corresponding amounts from actual payments made to You.
Each Party shall be liable for its own applicable official charges as well as charges imposed by the bank or other credit institution engaged by the Party to send and receive payments under this Agreement. For the avoidance of any doubt, JustPremium applies so-called shared bank charges to any payments under the Agreement, i.e. JustPremium is responsible only for the fees charged by JustPremium’s bank.
JustPremium reserves the right to withhold from making any payments in case it has reason to believe You have breached the terms of this Agreement. If you dispute any payment made under this Agreement, you must notify JustPremium in writing within thirty (30) days of any such payment, failure to so notify JustPremium shall result in the waiver by You of any claim relating to any such disputed payment.
To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
5. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
If JustPremium provides you with tools in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such tools. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by JustPremium, in the manner permitted by the Agreement.
We grant you a non-exclusive, non-sub-licensable license to use JustPremium’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with the Agreement. We may revoke this license at any time. Any goodwill arising from your use of JustPremium’s Brand Features will belong to JustPremium.
You may not copy, modify, distribute, translate, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter JustPremium’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any JustPremium services, software, or documentation.
We may include your name and Brand Features on our websites and in our presentations, documentation, marketing materials, customer lists and financial reports.
You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user’s device in connection with the Services where such consent is required by law.
JustPremium disclaims any liability arising out of data security breaches, including without limitation costs, damages and losses related to unauthorised access to data by third parties or loss of data. JustPremium disclaims any responsibility for the backup/retention of any user material submitted to the JustPremium Service.
The parties may not disclose Confidential Information. “Confidential Information” means any and all non-public information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information but in no event less than reasonable care. The receiving party will promptly return, provide a copy of, or destroy the other party’s Confidential Information upon request of the other party. Confidential Information does not include any information that (a) was already in the public domain; (b) becomes part of the public domain through no fault of the receiving party; (c) was already in possession of the receiving party; or (d) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information under judicial or governmental order, the receiving party will promptly notify the disclosing party in order to allow such party to seek confidential treatment
Either party may terminate this Agreement with or without cause by sending a written notice to the other party, such termination to be effective at the end of the calendar month following such notice. In case You have agreed on the use of JustPremium Service for a fixed period of time, the Agreement shall be effective until the end of the term that has been agreed upon, after which the Agreement will continue automatically and may be terminated in accordance with this Section.
JustPremium may at any time terminate the Agreement, or suspend or terminate the participation of any Property in the Services for any reason without notice. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account.
If you breach the Agreement or JustPremium suspends or terminates your Account, you will not be allowed to create a new Account.
You agree to indemnify and defend JustPremium, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities, including fines, arising out of or related to the Properties, including any content served on the Properties that is not provided by JustPremium, your use of the Services, or your breach of any term of the Agreement. JustPremium’s advertisers are third-party beneficiaries of this indemnity.
JustPremium agrees to indemnify and defend you, your affiliates and agents from and against any and all third-party claims and liabilities, including fines, arising out of or related to the Ads or JustPremium’s breach of any term of the Agreement.
10. Representations; Warranties; Disclaimers
You represent and warrant that (i) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (ii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; and (iii) JustPremium has never previously terminated or otherwise disabled an Account created by you due to your breach of the Agreement or due to invalid activity.
Each party represents and warrants to the other that (i) it has full power and authority to enter into the Agreement; (ii) entering into or performing under the Agreement will not violate any agreement it has with a third party or any third-party rights; and (iii) all of the information provided by it to the other party is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER 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) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after JustPremium modifies the Agreement.
Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership, or joint venture.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All disputes arising out of or in connection with these Publisher Terms shall be settled by the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, which will have exclusive jurisdiction in respect of any such disputes.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact JustPremium, please visit our contact page.