Terms & Conditions

Privacy Policy

JustPremium and its subsidiaries (“we”, “us” “our”) view privacy and the protection of personal data as an important element of the services we provide. We have prepared this Privacy Policy so that you can become familiar with how we collect, use and share information we receive and collect about you. We receive such information on you especially through our services and websites (collectively “Services”). We may receive and process information about you as customer of our Services, or as an end user, when you visit our clients’ websites, mobile applications, media players or other properties. In so far as we process your personal data, Dutch data protection law is applicable and JustPremium shall comply with requirements arising from this. We may change this Privacy Policy from time to time. Please check the Privacy Policy regularly for updates. For more information, please see “Nature of and Changes to the Privacy Policy” below.

What data we process on you

  1.   Personal Data

With “personal data” we mean any information that may identify you as an individual.

  1.  Personal Data On Clients

The personal data we process may include, among others, the following information on our clients:

  • Company name;
  • Name;
  • Contact details (such as e-mail address, telephone number and address);
    Payment information (such as bank details);
  • Correspondence (such as emails); and
  • other information on you relating to, or derived from the use and provision of the Services, and/or your customer relationship or other business with us.

We collect or receive personal data through, among others, JustPremium.com, our other websites, our analytics dashboard for publisher clients, our software applications, social pages, as well as email and other communication channels.

Additionally, we may receive personal data through our advertising Services and technologies used by our publisher clients and other third parties on their websites and other digital properties across the Internet. We may also update and supplement personal data with information provided by third parties in order to improve the Services.

  1.  Personal Data On Individuals Who Visit Our Clients’ Properties

What is said above of processing personal data on our clients may in some situations apply also to individuals who are shown advertising as a result of our technology when these end users visit our clients’ websites, mobile applications, media players or other properties.. We may process the following information on the end user which, in a particular context, may be considered as personal data:

  • your IP-address;
  • a unique user ID;
  • browser type;
  • visited URL;
  • session ID; and
  • time stamp.
  1.  Usage Data

We may collect and process technical and log data such as information sent by your browser when you are visiting our websites or those of our clients. Although technical data does not necessarily aim to recognize you, due to its contents, in practice, you can sometimes be recognized from it. In such situations, these data can also be seen as personal data.

When you use or access our Services or third-party sites, or properties using the Services, we may collect, among others, the following data: the URL of the site from which you came, the pages visited, the site to which you are going, Internet protocol (IP) address of the device you use, the device type, time of webpage visit, webpages visited, time spent on each webpage of the website, and the type of operating system used in the devices used to access the Services, type and version of your browser, date and time an ad was served, clicks on ads, and other traffic data.

We may collect this information in a variety of ways including through your browser or device, mobile advertiser identifier and your IP address. We may also use cookies and other tools, such as pixel tags, web beacons, and other local shared objects, for automatic data collection.

We may use third party service providers, such as Google Analytics, to collect and process technical data on our behalf.

Cookies are pieces of information stored directly on the computer that you are using. Although cookies are a commonly used technology, they vary significantly by features and use. You may control the use of cookies by changing your browser settings and the setting of other programs that use cookies (e.g. the settings of your Adobe Flash Player). For more information about cookies generally, including how to see what cookies have been set on your device and how to control and delete them, visit www.allaboutcookies.org and www.youronlinechoices.eu.

  1.  Location Data

JustPremium may collect and process location data which may identify your current or past location. Such data is processed in order to provide and develop location based Services, and may include information such as your IP-based location or device-based location data. Such device-based data may rely on, for example, the location of Wi-Fi networks, GPS signals, or similar technologies.

When processing location data, JustPremium, or a company acting on our behalf, will always ask for your necessary consent and abide by it.

  1.  Why We Process Data On You

When it comes to the data we process about clients, we process data on you especially in order to host, provide, maintain, develop and improve current and future Services and your customer relationship, as necessary from time to time. Such actions may include sending and directing marketing and other communication to you, and carrying out market research.

When it comes to the data we process about end users who visit our clients’ properties, we process data to be able to deliver our Services to our clients and to calculate payments for this and to monitor and improve the effectiveness of these Services (e.g. by keeping track of what advertisements are shown to a particular user)

Data processing may also be necessary to prevent and investigate fraud and other misuses.

In limited situations, we may process personal data on you for other purposes as well. Such processing may be necessary, for example, due to a legal obligation or public authority request; in order to protect our rights; or to allow us to pursue available remedies or limit sustainable damages.

We keep data only as long as necessary for us to fulfill the purposes described in this Privacy Policy. Once information is no longer necessary, we delete it as soon as possible.

  1.  How we Disclose and Transfer Data On You

We may regularly disclose personal data on you among our subsidiaries and affiliates for the purposes described in this Privacy Policy. In such situations, JustPremium is the party responsible for the management of the personal information that we use jointly with our affiliates. JustPremium may also disclose data to other third parties in limited situations. We do not disclose data to other third parties without careful consideration, and not without you being informed by us or a company acting on our behalf.

In addition to disclosing personal data, we may disclose pseudonym data, and aggregated or other anonymous data to third parties, especially in the following situations:

  • To our publisher partners to allow them to analyze the effectiveness and performance of our Services and to offer targeted ad inventory to our advertiser clients; and
  • To our advertiser clients to allow them to make decisions regarding buying advertising inventory on our publisher clients’ websites and applications, and to analyze the effectiveness and performance of their advertising campaigns via our Services.

We may store and process your personal data in any country where we have facilities, employees, and/or service providers. Such countries may include the United States and other countries outside the European Union. We will ensure that any transfers of personal data to countries outside the European Union are subject to safeguards to ensure an adequate level of protection as required under European law.

  1.  Your Rights

As a client or end user whose personal data we process, you have the right to receive information on how we process data on you. Such information is provided in this Privacy Policy. In addition, you have the right to:

– know what personally identifiable data we hold about you;
– request that incomplete, incorrect, outdated, or unnecessary personal data is corrected, deleted, or updated; and
– opt out of receiving direct marketing communications from us.

If you would like to access or correct data on you, or opt out of direct marketing, please contact us at privacy@JustPremium.com. You can also opt out of marketing communications that you may receive from us, such as e-mail messages and SMS-messages, by using the unsubscribe function included in all of our marketing messages.

Please note that we will need sufficient information from you to establish your identity, and that we may charge a small processing fee if less than a year has passed since your last inquiry relating to accessing personal data we hold on you.

  1.  Opting Out Of Behavioral Advertising

JustPremium and our clients may use behavioral elements in our Services, such as behavioral advertising to end users, in order to provide more relevant services and content to you. Such customized content may be tailored to you based on information which is generated on you by combining previously collected data. To the extent this is done through the use of tracking cookies JustPremium or a company acting on its behalf will first ask your consent.

Some of our publisher clients have their own mechanisms to opt-out or withdraw your consent that are linked to their sites or their online-posted privacy policies. You should review the privacy policies of those companies for these opt-out links if you no longer wish to receive targeted advertising from a particular company, or multiple companies.

  1.  Data Security

The security of personal data is important to us. We seek to use reasonable organizational, technical and administrative measures to protect your personal data within our organization and secure your personal data against unauthorized access, accidental or unlawful destruction, manipulation, disclosure and transfer and other unlawful processing.

  1.  Third Party Activities

This Privacy Policy applies only to personal data processing carried out by JustPremium. The Privacy Policy does not address and we are not responsible for, the privacy, data or other practices of any third parties, including our clients, advertisers, demand or supply side providers, vendors or any other third party operating any site or service that you may encounter in connection to the Services. We encourage you to carefully familiarize yourself with privacy policies applicable to any third party operated websites and/or services, including any third-party website containing our Services. If our Services (or a link to our Services) are included on a third party website it does not mean that we have given an endorsement of such site or service.

  1.  Nature of And Changes to the Privacy Policy

From time to time we may change this Privacy Policy. You can tell when changes have been made to the Privacy Policy by referring to the Last Updated legend on top of this page. Any changes to this Privacy Policy will become effective when we post the revised Privacy Policy on the Services. If you continue to use the Services following any changes to this Privacy Policy, you accept any such changes we have made.

  1.  Questions or Concerns

If you have any questions regarding this Privacy Policy or JustPremium’s privacy practices, please contact us via e-mail at privacy@JustPremium.com or by mail at:

JustPremium BV
Stationsplein NO 410
1117 CL  Schiphol Oost
The Netherlands

Publisher Terms US

LAST MODIFIED December 11, 2017

These terms (“Publisher Terms”) along with the Master Services Agreement (the “MSA”) collectively form the agreement (together the “Agreement”) entered into by and between JustPremium BV a private company with limited liability registered in the Trade Register of the Chamber of Commerce in the Netherlands with registration number: 54711746, (“JustPremium”) and the entity set forth on the Master Service Agreement (“Publisher”) and shall govern the Publisher’s access to and use of the Marketplace owned and operated by JustPremium for High Impact Display and Video Ads including JustPremium’s established relationships with Demand Side Platforms, (Agency) Trading Desks, Agencies, Direct Advertisers, Ad Networks and Publishers who participate in the JustPremium Marketplace (the “Services”). JustPremium and Publisher may be referred to individually as a “Party” and collectively as the “Parties.”

Please read these Publisher Terms carefully.

1. Access to and Using the Services

Publisher’s use of the Services is subject to JustPremium’s approval of a JustPremium account (an “Account”).  JustPremium shall have  the right to refuse or limit Publisher’s access to the Services.

By enrolling in JustPremium’s Services, Publisher accepts the Agreement and permits JustPremium to serve advertisements and other content (“Ads”) to Publisher’s owned and operated websites, mobile applications, media players, mobile content, and/or other properties approved by JustPremium (“Publisher’s Advertising Inventory or Properties” together and each individually a “Property”) JustPremium may refuse to provide the Services to any Property for any reason. Any Property that is a software application and accesses our Services may require preapproval by JustPremium in writing.

Publisher may use the Services only as permitted by the Agreement and any applicable laws. Without limiting the foregoing, such use may not:

  • Interfere with the Services or try to access them using a method other than the interface and the instructions that JustPremium provides,
  • Impermissibly place a piece of code where an Ad is due to be displayed (“Ad Tags”) outside of or in addition to the positions and websites set forth in the applicable confirmation and instruction email sent by JustPremium to Publisher for an advertising campaign to be run on the Services (the “Authorized Positions”); JustPremium shall pay Publisher only for impressions that are delivered on the Authorized Positions,
  • Place Ad Tags on sites containing content which is unlawful or reasonably understood to be inappropriate content, which includes but is not limited to pornographic material, gambling, alcohol, weapons, racist content, content inciting violence, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, indecent or tortious content,
  • Serve Ad Tags in toolbars and/or downloadable applications or,
  • Violate the Agreement or the law.

JustPremium reserves the right to exclude websites that are in violation of the Agreement.

JustPremium will not pay Publisher any Revenue Share in connection with Ads which have been served on Properties which violate the Agreement and/or applicable law.

In order to continuously improve the features and functionality of the Service, JustPremium may, from time to time, modify and update the Service or a part thereof and may cease to provide the JustPremium Services in whole or in part. You acknowledge further that the Service may also be temporarily unavailable for maintenance or other reasons subject to industry standard downtimes.

2. Changes to the Publisher Terms

JustPremium reserves the right, at any time, to update and change any or all of these Publisher Terms, in its sole discretion. If JustPremium does so, it will post the modified Publisher Terms on this page. Continued use of the Services by Publisher thirty (30) days after any such changes have been made shall constitute consent to such changes. If a change has a material adverse impact on Publisher, Publisher must notify JustPremium within 30 days after being informed of that change that it does not agree with the change and Publisher may cancel its Account. Publisher is responsible for regularly reviewing the most current version of these Publisher Terms, which are currently available at: http://justpremium.com/publisher-terms-US/. When JustPremium changes these Publisher Terms, it will modify the “Last Modified” date above.

3. Revenue (share)

Subject to the requirements for payment set forth in this section, Publisher will receive a payment of the Net Revenue Share, on the net payment terms set forth in the MSA, related to the number of times an Ad is displayed on Publisher Properties (“Ad Impressions”).

Reporting related to Ad Impressions shall be made available to Publisher online. Publisher acknowledges and accepts that JustPremium’s online reporting is an estimate and that the final measurements upon which Net Revenue payments are to be made may need to be adjusted at the end of each calendar month to account for, specific contractual provisions, statistical errors, and adjustments required by the purchasers of the Publisher Advertising Inventory.

JustPremium shall calculate the Net Revenue for which payment is due hereunder based solely on tracking of Ad Impressions (and related records and measurements) as compiled and maintained by JustPremium, related third party ad servers or the demand-side partners and participants utilizing the Services to place Ads on Publisher Properties. In the event Publisher disputes the applicable tracking measurements and the amount in dispute is greater than 10% of the total Net Revenue for the applicable billing period, then the Parties will facilitate a reconciliation effort between two sets of server data and each party agrees to work in good faith to resolve the dispute within fifteen (15) days from the date the dispute arose.  JustPremium may withhold payment of the disputed amount(s) of the invoice, and shall remit to Publisher the undisputed amount(s) in a timely manner.  If the discrepancy cannot be resolved even though JustPremium has made a good faith effort to facilitate the reconciliation effort, JustPremium’s liability shall be no greater than 110% of the amount recorded by JustPremium’s measurements.

Net Revenue Share” is the payment amount to Publisher based on the amount of revenue actually received by JustPremium for 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, associated third-party or governmental fees, revenue generated through Artificial Traffic, impressions, clicks or other invalid transactions or data fees.

JustPremium shall not be obliged to pay any Revenue Share 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; or (iii) Ad Impressions for which JustPremium does not collect revenue from advertiser or party who initiated purchase for Publisher’s Advertising Inventory on the JustPremium Marketplace. You acknowledge that any participation or attempted participation or violation of any of the foregoing is a material breach of the Agreement.

Artificial Traffic” shall mean invalid, automated, deceptive or fraudulent Ad Impressions, which may, without limitation, be generated by or originating from any person or entity which may originate without limitation from automatic openings, spiders, robots, automated programs, browser toolbar, adware or spyware, requests in e-mail or chat rooms, or script generators.

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.

4. Payments

JustPremium shall pay to Publisher the applicable Revenue Share according to the terms set forth in the Master Service Agreement, 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 Publisher any outstanding Revenue Share balance within 60 days from the termination of the Agreement, provided that JustPremium has collected the Net Revenue attributable to the applicable Publisher Revenue Share payments.   If such fees have not been collected by JustPremium within 60 days of the termination of the Agreement, it will make the outstanding Revenue Share payments for Publisher’s Advertising Inventory on the JustPremium platform payable to Publisher, within three business days of its receipt thereof. All amounts shall be payable in US Dollars unless agreed otherwise.

Before sending the Revenue Share payment, within 45 days from the end of the relevant billing period, JustPremium will provide Publisher with a statement setting forth the estimated Revenue Share to be paid. Publisher acknowledges and agrees that such estimate is not binding and is subject to change, and that the actual Revenue Share payable to Publisher shall be finally determined only after JustPremium has collected the revenue attributable to the Ad Impressions delivered on Publisher’s Advertising Inventory through the JustPremium platform.

The agreed Revenue Share is exclusive of any taxes or other official duties, which may be deducted from the Revenue Share. Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with its use of the JustPremium Service or receipt of the Revenue Share excluding JustPremium’s income taxes. In case JustPremium has an obligation to pay withholding tax or other official charges based on the Revenue Share, JustPremium shall deduct corresponding amounts from actual payments made to Publisher.

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.

To ensure proper payment, Publisher is responsible for providing and maintaining accurate contact and payment information in its 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 Publisher with tools in connection with the Services, it grants Publisher a non-exclusive, non-sublicensable license for use of such tools.  This license is for the sole purpose of enabling Publisher to use the Services as provided by JustPremium, in the manner permitted by the Agreement.

JustPremium grants Publisher 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 Publisher’s use of the Services and in accordance with the Agreement. JustPremium may revoke this license at any time.  Any goodwill arising from Publisher’s use of JustPremium’s Brand Features will belong to, or as applicable, be assigned to JustPremium. Publisher may not copy, modify, distribute, translate, sell, or lease any part of the Services or included software, nor may it reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.  Publisher 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. Subject to prior written approval of Publisher, JustPremium may include Publisher’s name and Brand Features on its websites and in its presentations, documentation, marketing materials, customer lists and financial reports.

6. Privacy, Compliance and Data

  1. Publisher and JustPremium agree to comply with all applicable laws, including but not limited to user privacy and data security laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority including those related to privacy, consumer choice and opt-outs, cookies, personally identifiable information and data transfer and use.
  2. Publisher further agrees to post conspicuously on each Property a privacy policy, linked, at a minimum, from such Property’s home page, that: (a) discloses Publisher’s privacy practices, including its use of a third party for its ad serving activities, (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of the Publisher’s content including references to third party advertisers and service providers, (c) provides information on cookie use, device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management; and (d) provides the user or consumer with instructions as to opting out from such collection and/or provide for consent where such is required by law.

7. Confidentiality

Each Party acknowledges that during the performance of its obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other Party. “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.  Confidential Information may include, without limitation, business plans and proposals, projections, financial, sales, and marketing information, databases, drawings, designs, schematics, know-how, models, mock-ups, research, software programs, processes, customer lists, customer names, and any other personal or proprietary data or technology, procedure, or service under development by a Party or its clients, as well as all drafts, copies, summaries, and extracts of any Confidential Information, whether or not any of the foregoing information is so marked. Confidential Information also includes information disclosed to a Party by third parties.  The receiving party agrees that it will not disclose any Confidential Information to anyone except an employee, agent, or advisor who has a need to know same, and who is bound by confidentiality obligations at least as protective as are those in this section, and that it will not use Confidential Information for any purpose not permitted under this Agreement. 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 prior to the time of disclosure to the receiving party; (b) becomes part of the public domain through no fault of the receiving party, without confidentiality restrictions, at the time of disclosure by the disclosing 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, if legally permissible in order to allow such party to seek confidential treatment.

8. Term, Termination and Liquidated Damages

  1. Term: The Term of the Agreement shall be as set forth in the Master Services Agreement (the “Term”).
  2. Termination:
    1. With the exception of pre-paid Agreements which shall be non-cancellable until all amounts pre-paid by JustPremium to Publisher have been fulfilled as delivered Ad Impressions.
    2. Except as set forth above, either party may terminate this Agreement with or without cause upon 24 hours notice to the other Party.  Publisher shall effect such termination by removing the relevant Ad Tags from its Properties.
  3. If Publisher breaches the Agreement or JustPremium suspends or terminates Publisher’s Account, Publisher will not be allowed to create a new Account.
  4. In light of the difficulties in estimating the damages for an early termination of this Agreement or an applicable MSA for pre-payment Agreements, JustPremium and Publisher hereby agree that amounts pre-paid by JustPremium to Publisher that remain outstanding as of the early termination date (i.e. not fulfilled as Ad Impressions and therefore outstanding amounts Publisher owes to JustPremium), if any, shall be received by JustPremium as liquidated damages and not penalties and are in addition to all other rights of JustPremium. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in this subsection bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred by JustPremium in connection with such an early termination by Publisher.

9. Indemnification

  1. Publisher’s Indemnities.  Publisher shall indemnify, defend and hold harmless JustPremium, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses), incurred due to third party claims, arising or resulting from or caused by (a) any grossly negligent act or omission or willful misconduct of Publisher; or (b) any material breach of any representation, warranty, or covenant by Publisher.  Publisher shall promptly notify JustPremium of all claims and proceedings related thereto of which Publisher becomes aware.
  2. JustPremium’s Indemnities. JustPremium shall indemnify, defend and hold harmless Publisher, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses), incurred due to third party claims, arising or resulting from or caused by (a) any grossly negligent act or omission or willful misconduct of JustPremium; or (b) any material breach of any representation, warranty, or covenant or by JustPremium.  JustPremium shall promptly notify Publisher of all claims and proceedings related thereto of which JustPremium becomes aware.

10. Representations; Warranties; Disclaimers

  1. 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;  (iii) all of the information provided by it to the other Party is correct and current; (iv) that the Services in the case of JustPremium and the Properties in the case of Publisher, will handle data and obtain consent for all advertising served thereon in compliance with all applicable rules, laws and regulations; (v) and the Services in the case of JustPremium and the Properties and the Publisher content thereon in the case of Publisher will not infringe or violate the patents, copyrights, trademarks, intellectual property rights, rights of publicity, rights of privacy, moral rights, music performance, or any other right of any third party.
  2. Publisher represents and warrants that: (i) the Properties will not contain any content that is misrepresentative, defamatory, deemed offensive or that violates any applicable law or regulation; (ii) Publisher owns or has all applicable rights to the content on the Properties and (iii) that it shall not do, directly or indirectly, any of the following:(1) intentionally place Ads on blank web pages or on web pages with no content; stack Ads or place Ads on non-approved websites or applications (2) modify, disable or re-direct links provided by JustPremium or through the Service or in any way impede or impair JustPremium’s ability to track the Ads and Impressions (3) unless specifically approved by JustPremium in writing, send Ad Tags to any Third-Party trafficking team, Third-Party yield optimization company, or any other Third Party (4) unless specifically approved by JustPremium in writing, resell any Ads to other websites, applications, media companies, publishers, or any other Third Parties (5) use the following methods of generating visitor interest in Properties or Ads (the violation of which would constitute a material breach to this Agreement): automatic refreshing of browsers to call Ads, autospawning of browsers; robots, spiders, auto reloading, meta refreshers, automatic redirecting of visitors; blind text links; misleading links, incentivized clicks, forced clicks or any other method that may lead to artificially high numbers of Ad Impressions; purchasing keywords from a search engine service provider that include the trademark, service mark, or brand name of the advertiser to which the applicable Ad relates, or any derivative of any such trademark, service mark, or brand name (“Advertiser Marks”), or purchasing online advertising inventory for purposes of running advertisements that include Advertiser Marks on websites, applications or within emails.
  3. JustPremium represents and warrants that: (i) JustPremium owns or has all applicable rights to the Service; (ii) JustPremium has the rights to use the Ads inserted on the Properties.

JUSTPREMIUM PROVIDES THE SERVICES AND OTHER INFORMATION AND CONTENT PROVIDED OR USED IN CONNECTION WITH THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OTHER THAN AS SET-FORTH HEREIN, JUSTPREMIUM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JUSTPREMIUM DOES NOT MAKE ANY WARRANTY THAT THE SERVICES WILL MEET PUBLISHER REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; JUSTPREMIUM DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, PROFITABILITY, LOSS OF PROSPECTIVE ADVERTISING FEES, AVAILABILITY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICES. JUSTPREMIUM SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE NUMBER OR QUALITY OF ADS THAT MAY BE SENT TO THE SITES OR PROPERTIES, OR THE ADVERTISING CAMPAIGN FEES THAT PUBLISHER MAY EARN FROM THE SERVICE.

IN NO EVENT WILL JUSTPREMIUM BE LIABLE FOR LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH USE OF THE SERVICES PROVIDED HEREUNDER OR THE FAILURE OF SUCH, SUCH CLAIMS BEING EXPRESSLY WAIVED OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE SERVICES.

11. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, and/or CONFIDENTIALITY OBLIGATIONS, (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 SIX 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.

12. Miscellaneous

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.

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.

Publisher Terms EU

LAST MODIFIED December 11, 2017

These terms (“Publisher Terms”) along with the Master Services Agreement (the “MSA”) collectively form the agreement (together the “Agreement”) entered into by and between JustPremium BV a private company with limited liability registered in the Trade Register of the Chamber of Commerce in the Netherlands with registration number: 54711746, (“JustPremium”) and the entity set forth on the Master Service Agreement (“Publisher”) and shall govern the Publisher’s access to and use of the Marketplace owned and operated by JustPremium for High Impact Display and Video Ads including JustPremium’s established relationships with Demand Side Platforms, (Agency) Trading Desks, Agencies, Direct Advertisers, Ad Networks and Publishers who participate in the JustPremium Marketplace (the “Services”). JustPremium and Publisher may be referred to individually as a “Party” and collectively as the “Parties.”

Please read these Publisher Terms carefully.

 

  • Access to and Using the Services

 

Publisher’s use of the Services is subject to JustPremium’s approval of a JustPremium account (an “Account”).  JustPremium shall have  the right to refuse or limit Publisher’s access to the Services.

By enrolling in JustPremium’s Services, Publisher accepts the Agreement and permits JustPremium to serve advertisements and other content (“Ads”) to Publisher’s owned and operated websites, mobile applications, media players, mobile content, and/or other properties approved by JustPremium (“Publisher’s Advertising Inventory or Properties” together and each individually a “Property”) JustPremium may refuse to provide the Services to any Property for any reason. Any Property that is a software application and accesses our Services may require preapproval by JustPremium in writing.

Publisher may use the Services only as permitted by the Agreement and any applicable laws. Without limiting the foregoing, such use may not:

  • Interfere with the Services or try to access them using a method other than the interface and the instructions that JustPremium provides,
  • Impermissibly place a piece of code where an Ad is due to be displayed (“Ad Tags”) outside of or in addition to the positions and websites set forth in the applicable confirmation and instruction email sent by JustPremium to Publisher for an advertising campaign to be run on the Services (the “Authorized Positions”); JustPremium shall pay Publisher only for impressions that are delivered on the Authorized Positions,
  • Place Ad Tags on sites containing content which is unlawful or reasonably understood to be inappropriate content, which includes but is not limited to pornographic material, gambling, alcohol, weapons, racist content, content inciting violence, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, indecent or tortious content,
  • Serve Ad Tags in toolbars and/or downloadable applications or,
  • Violate the Agreement or the law.

JustPremium reserves the right to exclude websites that are in violation of the Agreement.

JustPremium will not pay Publisher any Revenue Share in connection with Ads which have been served on Properties which violate the Agreement and/or applicable law.

In order to continuously improve the features and functionality of the Service, JustPremium may, from time to time, modify and update the Service or a part thereof and may cease to provide the JustPremium Services in whole or in part. You acknowledge further that the Service may also be temporarily unavailable for maintenance or other reasons subject to industry standard downtimes.

  1. Changes to the Publisher Terms

JustPremium reserves the right, at any time, to update and change any or all of these Publisher Terms, in its sole discretion. If JustPremium does so, it will post the modified Publisher Terms on this page. Continued use of the Services by Publisher thirty (30) days after any such changes have been made shall constitute consent to such changes. If a change has a material adverse impact on Publisher, Publisher must notify JustPremium within 30 days after being informed of that change that it does not agree with the change and Publisher may cancel its Account. Publisher is responsible for regularly reviewing the most current version of these Publisher Terms, which are currently available at: http://justpremium.com/publisher-terms-eu/. When JustPremium changes these Publisher Terms, it will modify the “Last Modified” date above.

  1. Revenue (share)

Subject to the requirements for payment set forth in this section, Publisher will receive a payment of the Net Revenue Share, on the net payment terms set forth in the MSA, related to the number of times an Ad is displayed on Publisher Properties (“Ad Impressions”).

Reporting related to Ad Impressions shall be made available to Publisher online. Publisher acknowledges and accepts that JustPremium’s online reporting is an estimate and that the final measurements upon which Net Revenue payments are to be made may need to be adjusted at the end of each calendar month to account for, specific contractual provisions, statistical errors, and adjustments required by the purchasers of the Publisher Advertising Inventory.

JustPremium shall calculate the Net Revenue for which payment is due hereunder based solely on tracking of Ad Impressions (and related records and measurements) as compiled and maintained by JustPremium, related third party ad servers or the demand-side partners and participants utilizing the Services to place Ads on Publisher Properties. In the event Publisher disputes the applicable tracking measurements and the amount in dispute is greater than 10% of the total Net Revenue for the applicable billing period, then the Parties will facilitate a reconciliation effort between two sets of server data and each party agrees to work in good faith to resolve the dispute within fifteen (15) days from the date the dispute arose.  JustPremium may withhold payment of the disputed amount(s) of the invoice, and shall remit to Publisher the undisputed amount(s) in a timely manner.  If the discrepancy cannot be resolved even though JustPremium has made a good faith effort to facilitate the reconciliation effort, JustPremium’s liability shall be no greater than 110% of the amount recorded by JustPremium’s measurements.

Net Revenue Share” is the payment amount to Publisher based on the amount of revenue actually received by JustPremium for 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, associated third-party or governmental fees, revenue generated through Artificial Traffic, impressions, clicks or other invalid transactions or data fees.

JustPremium shall not be obliged to pay any Revenue Share 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; or (iii) Ad Impressions for which JustPremium does not collect revenue from advertiser or party who initiated purchase for Publisher’s Advertising Inventory on the JustPremium Marketplace. You acknowledge that any participation or attempted participation or violation of any of the foregoing is a material breach of the Agreement.

Artificial Traffic” shall mean invalid, automated, deceptive or fraudulent Ad Impressions, which may, without limitation, be generated by or originating from any person or entity which may originate without limitation from automatic openings, spiders, robots, automated programs, browser toolbar, adware or spyware, requests in e-mail or chat rooms, or script generators.

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. 

  1. Payments

JustPremium shall pay to Publisher the applicable Revenue Share according to the terms set forth in the Master Service Agreement, if the amount of outstanding receivables accumulated in or before the relevant month (“Balance”), is EUR 50 or more. In the event that the Agreement is terminated, JustPremium shall pay Publisher any outstanding Revenue Share balance within 60 days from the termination of the Agreement, provided that JustPremium has collected the Net Revenue attributable to the applicable Publisher Revenue Share payments.   If such fees have not been collected by JustPremium within 60 days of the termination of the Agreement, it will make the outstanding Revenue Share payments for Publisher’s Advertising Inventory on the JustPremium platform payable to Publisher, within three business days of its receipt thereof. All amounts shall be payable in Euros unless agreed otherwise.

Before sending the Revenue Share payment, within 45 days from the end of the relevant billing period, JustPremium will provide Publisher with a statement setting forth the estimated Revenue Share to be paid. Publisher acknowledges and agrees that such estimate is not binding and is subject to change, and that the actual Revenue Share payable to Publisher shall be finally determined only after JustPremium has collected the revenue attributable to the Ad Impressions delivered on Publisher’s Advertising Inventory through the JustPremium platform.

The agreed Revenue Share is exclusive of any taxes or other official duties, which may be deducted from the Revenue Share. Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with its use of the JustPremium Service or receipt of the Revenue Share excluding JustPremium’s income taxes. In case JustPremium has an obligation to pay withholding tax or other official charges based on the Revenue Share, JustPremium shall deduct corresponding amounts from actual payments made to Publisher.

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.

To ensure proper payment, Publisher is responsible for providing and maintaining accurate contact and payment information in its Account.

  1. 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 Publisher with tools in connection with the Services, it grants Publisher a non-exclusive, non-sublicensable license for use of such tools.  This license is for the sole purpose of enabling Publisher to use the Services as provided by JustPremium, in the manner permitted by the Agreement.

JustPremium grants Publisher 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 Publisher’s use of the Services and in accordance with the Agreement. JustPremium may revoke this license at any time.  Any goodwill arising from Publisher’s use of JustPremium’s Brand Features will belong to, or as applicable, be assigned to JustPremium. Publisher may not copy, modify, distribute, translate, sell, or lease any part of the Services or included software, nor may it reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.  Publisher 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. Subject to prior written approval of Publisher, JustPremium may include Publisher’s name and Brand Features on its websites and in its presentations, documentation, marketing materials, customer lists and financial reports.

  1. Privacy, Compliance and Data
  1. Publisher and JustPremium agree to comply with all applicable laws, including but not limited to user privacy and data security laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority including those related to privacy, consumer choice and opt-outs, cookies, personally identifiable information and data transfer and use.
  2. Publisher further agrees to post conspicuously on each Property a privacy policy, linked, at a minimum, from such Property’s home page, that: (a) discloses Publisher’s privacy practices, including its use of a third party for its ad serving activities, (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of the Publisher’s content including references to third party advertisers and service providers, (c) provides information on cookie use, device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management; and (d) provides the user or consumer with instructions as to opting out from such collection and/or provide for consent where such is required by law.
  1. Confidentiality

Each Party acknowledges that during the performance of its obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other Party. “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.  Confidential Information may include, without limitation, business plans and proposals, projections, financial, sales, and marketing information, databases, drawings, designs, schematics, know-how, models, mock-ups, research, software programs, processes, customer lists, customer names, and any other personal or proprietary data or technology, procedure, or service under development by a Party or its clients, as well as all drafts, copies, summaries, and extracts of any Confidential Information, whether or not any of the foregoing information is so marked. Confidential Information also includes information disclosed to a Party by third parties.  The receiving party agrees that it will not disclose any Confidential Information to anyone except an employee, agent, or advisor who has a need to know same, and who is bound by confidentiality obligations at least as protective as are those in this section, and that it will not use Confidential Information for any purpose not permitted under this Agreement. 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 prior to the time of disclosure to the receiving party; (b) becomes part of the public domain through no fault of the receiving party, without confidentiality restrictions, at the time of disclosure by the disclosing 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, if legally permissible in order to allow such party to seek confidential treatment.

  1. Term, Termination and Liquidated Damages
  1.  Term: The Term of the Agreement shall be as set forth in the Master Services Agreement (the “Term”).
  2. Termination:
    1. With the exception of pre-paid Agreements which shall be non-cancellable until all amounts pre-paid by JustPremium to Publisher have been fulfilled as delivered Ad Impressions.
    2. Except as set forth above, either Party may terminate this Agreement with or without cause upon 24 hours notice to the other Party.  Publisher shall effect such termination by removing the relevant Ad Tags from its Properties.
  3. If Publisher breaches the Agreement or JustPremium suspends or terminates Publisher’s Account, Publisher will not be allowed to create a new Account.
  4. In light of the difficulties in estimating the damages for an early termination of this Agreement or an applicable MSA for pre-payment Agreements, JustPremium and Publisher hereby agree that amounts pre-paid by JustPremium to Publisher that remain outstanding as of the early termination date (i.e. not fulfilled as Ad Impressions and therefore outstanding amounts Publisher owes to JustPremium), if any, shall be received by JustPremium as liquidated damages and not penalties and are in addition to all other rights of JustPremium. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in this subsection bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred by JustPremium in connection with such an early termination by Publisher.
  1. Indemnification
  1. Publisher’s Indemnities.  Publisher shall indemnify, defend and hold harmless JustPremium, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses), incurred due to third party claims, arising or resulting from or caused by (a) any grossly negligent act or omission or willful misconduct of Publisher; or (b) any material breach of any representation, warranty, or covenant by Publisher.  Publisher shall promptly notify JustPremium of all claims and proceedings related thereto of which Publisher becomes aware.
  2. JustPremium’s Indemnities. JustPremium shall indemnify, defend and hold harmless Publisher, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses), incurred due to third party claims, arising or resulting from or caused by (a) any grossly negligent act or omission or willful misconduct of JustPremium; or (b) any material breach of any representation, warranty, or covenant or by JustPremium.  JustPremium shall promptly notify Publisher of all claims and proceedings related thereto of which JustPremium becomes aware.
  1. Representations; Warranties; Disclaimers
  1. 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;  (iii) all of the information provided by it to the other party is correct and current; (iv) that the Services in the case of JustPremium and the Properties in the case of Publisher, will handle data and obtain consent for all advertising served thereon in compliance with all applicable rules, laws and regulations; (v) and the Services in the case of JustPremium and the Properties and the Publisher content thereon in the case of Publisher will not infringe or violate the patents, copyrights, trademarks, intellectual property rights, rights of publicity, rights of privacy, moral rights, music performance, or any other right of any third party.
  2. Publisher represents and warrants that: (i) the Properties will not contain any content that is misrepresentative, defamatory, deemed offensive or that violates any applicable law or regulation; (ii) Publisher owns or has all applicable rights to the content on the Properties and (iii) that it shall not do, directly or indirectly, any of the following:(1) intentionally place Ads on blank web pages or on web pages with no content; stack Ads or place Ads on non-approved websites or applications (2) modify, disable or re-direct links provided by JustPremium or through the Service or in any way impede or impair JustPremium’s ability to track the Ads and Impressions (3) unless specifically approved by JustPremium in writing, send Ad Tags to any Third-Party trafficking team, Third-Party yield optimization company, or any other Third Party (4) unless specifically approved by JustPremium in writing, resell any Ads to other websites, applications, media companies, publishers, or any other Third Parties (5) use the following methods of generating visitor interest in Properties or Ads (the violation of which would constitute a material breach to this Agreement): automatic refreshing of browsers to call Ads, autospawning of browsers; robots, spiders, auto reloading, meta refreshers, automatic redirecting of visitors; blind text links; misleading links, incentivized clicks, forced clicks or any other method that may lead to artificially high numbers of Ad Impressions; purchasing keywords from a search engine service provider that include the trademark, service mark, or brand name of the advertiser to which the applicable Ad relates, or any derivative of any such trademark, service mark, or brand name (“Advertiser Marks”), or purchasing online advertising inventory for purposes of running advertisements that include Advertiser Marks on websites, applications or within emails.
  3. JustPremium represents and warrants that: (i) JustPremium owns or has all applicable rights to the Service; (ii) JustPremium has the rights to use the Ads inserted on the Properties.

JUSTPREMIUM PROVIDES THE SERVICES AND OTHER INFORMATION AND CONTENT PROVIDED OR USED IN CONNECTION WITH THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OTHER THAN AS SET-FORTH HEREIN, JUSTPREMIUM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JUSTPREMIUM DOES NOT MAKE ANY WARRANTY THAT THE SERVICES WILL MEET PUBLISHER REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; JUSTPREMIUM DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, PROFITABILITY, LOSS OF PROSPECTIVE ADVERTISING FEES, AVAILABILITY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICES. JUSTPREMIUM SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE NUMBER OR QUALITY OF ADS THAT MAY BE SENT TO THE SITES OR PROPERTIES, OR THE ADVERTISING CAMPAIGN FEES THAT PUBLISHER MAY EARN FROM THE SERVICE.

IN NO EVENT WILL JUSTPREMIUM BE LIABLE FOR LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH USE OF THE SERVICES PROVIDED HEREUNDER OR THE FAILURE OF SUCH, SUCH CLAIMS BEING EXPRESSLY WAIVED OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE SERVICES.

  1. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, and/or CONFIDENTIALITY OBLIGATIONS, (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 SIX 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.

  1. Miscellaneous

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.

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 Dutch laws. All disputes arising out of or in connection with these Publisher Terms shall be settled by the courts of Amsterdam, the Netherlands, 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.

Advertiser Terms

The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising  as set forth in the Insertion Order submitted by the Advertiser. The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Advertiser Agreement”.

This Agreement is entered by and between JustPremium BV, a company incorporated in the Netherlands with registered number 54711746 and whose registered office is Stationsplein NO 410, Schiphol Oost, 1117 CL the Netherlands (“JustPremium”) and the company named as advertiser in the Insertion Order (“Advertiser”) and/or the agency listed in the Insertion Order for such Advertiser (“Agency”), if any. Hereinafter, to the extent there is no Agency listed in the Insertion Order, the term “Agency” shall be cancelled, or shall be read as “Advertiser”, whichever is appropriate.

Additionally, this Agreement will benefit and may be performed by any affiliate of JustPremium, including without limitation JustPremium Ltd,  JustPremium Inc, and JustPremium GMBH and any other direct or indirect subsidiary of Coolconcepts BV now existing or hereafter formed (individually and collectively, “JustPremium Affiliates”).

This document, when incorporated into an Insertion Order, represents the parties’ common understanding for doing business.

For the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, JustPremium and JustPremium Affiliates, on the one hand, and the Advertiser and/or Agency, on the other hand, agree as follows:

  1.  DEFINITIONS

Ad” means any advertisement provided by Agency on behalf of an Advertiser.
Advertising Materials” means video, rich media creative and/or other advertising materials required for any Ad.
Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
CPA Deliverables” means Deliverables sold on a cost per acquisition basis.
CPC Deliverables” means Deliverables sold on a cost per click basis.
CPL Deliverables” means Deliverables sold on a cost per lead basis.
CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
Deliverable” or “Deliverables” means the inventory delivered by JustPremium (e.g., impressions, clicks, or other desired actions).
“Insertion Order” or “IO” means a mutually agreed insertion order that incorporates these Terms, under which JustPremium will deliver Ads on Sites for the benefit of Agency or Advertiser.
JustPremium Players” means a video or rich media content player which is proprietary to JustPremium.
JustPremium Publisher Network” means Network properties specified on an IO that are not owned, operated, or controlled by JustPremium, but on which JustPremium has a contractual right to serve Ads.
Linked Content” means material to which users can link through an Ad.
Network Properties” means publisher’s websites, mobile applications, media players, mobile content, and/or other properties available for serving Ads.
Policies” means advertising criteria or specifications made conspicuously available by JustPremium, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with JustPremium’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
“Site” or “Sites” means Network Properties.
Terms” means these Standard Terms and Conditions.
Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, JustPremium, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
Third Party Ad Server” means a Third Party that will serve and/or track Ads.

  1.  INSERTION ORDERS AND INVENTORY AVAILABILITY

IO Details. From time to time, JustPremium and Agency may execute IOs. As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent by Juistpremium on behalf of Advertiser pursuant to the IO, (iv) the start and end dates of the campaign. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.

Availability; Acceptance. JustPremium does not guarantee availability but will make commercially reasonable efforts to notify Agency, as soon as possible, if the specified Network Properties are not available.

Revisions. Revisions to accepted IOs are only valid if made in writing and acknowledged by the other party in writing.

  1.  AD PLACEMENT AND POSITIONING

Compliance with IO. JustPremium will comply with the IO, including all Ad placement restrictions, and, will create a reasonably balanced delivery schedule. JustPremium will provide, within the scope of the IO, an Ad to the Network Properties specified on the IO when such Network Properties are visited by an internet user. Any exceptions will be approved by Agency in writing.

Changes to Site. JustPremium will use commercially reasonable efforts to provide Agency notification of any material changes to the Network Properties that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO.

Technical Specifications. JustPremium will submit or otherwise make electronically accessible to Agency final technical specifications.

Editorial Adjacencies. JustPremium acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated on the IO. JustPremium will use commercially reasonable efforts to comply with this. Should Ads appear in violation of the category stated on the IO, Advertiser’s sole and exclusive remedy is to request in writing that JustPremium remove the Ads and provide makegoods or, if no makegood can be agreed upon, issue a credit to Advertiser equal to the value of such Ads, or not bill Agency for such Ads. After Agency notifies JustPremium that specific Ads are in violation of the Guidelines, JustPremium will make commercially reasonable efforts to correct such violation within 24 hours.

  1.  PAYMENT AND PAYMENT LIABILITY

Invoices. The initial invoice will be sent by JustPremium upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to Agency’s billing address as set forth on the IO

Payment Date. Agency will make payment 30 days from its receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO.

Payment Liability. In the case of any Agency listed on the Insertion Order, JustPremium will hold Agency and Advertiser jointly and severally liable for payments.

  1.  REPORTING

Confirmation of Campaign Initiation. JustPremium will, within two (2) business days of the start date on the IO, provide confirmation to Agency, either electronically or in writing, stating whether the components of the IO have begun delivery.

Reporting. If JustPremium is serving the campaign, JustPremium will make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by creative execution, content area (Ad placement), impressions, clicks, spend/cost, and other variables as may be defined on the IO.

Tracking. Reporting on performance and delivery, including without limitation views or engagements of Ads is handled by JustPremium based on its numbers and measurement processes as determined in its sole discretion. Such measurement processes will also be used for invoicing advertising fees under an Insertion Order (“Controlling Measurement”).

The Advertiser or Agency may, at its or their cost, use a third party to track an Ad upon JustPremium’s prior written consent, which shall be given or withheld at JustPremium’s sole discretion. JustPremium may condition any consent upon Advertiser or Agency agreeing to use an established and reputable ad tracking mechanisms and services that it may approve at its sole determination. If the Controlling Measurement is higher than the measurement by such other third party ad tracking mechanism by more than 10% over the invoice period, the parties will facilitate a reconciliation effort between JustPremium and third party measurement mechanism.

If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, the Advertiser or Agency sole right and remedy shall be either to (a) consider the discrepancy an under-delivery to be remedied by a makegood flight, where delivery of such makegood will be measured by such third party ad tracking mechanism, or (b) pay the invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.

  1.  CANCELLATION AND TERMINATION

Without Cause. Unless designated on the IO as non-cancellable, Advertiser and/or Agency may cancel the entire IO, or any portion thereof, with 14 days’ prior written notice to JustPremium. Advertiser will remain liable to JustPremium for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by JustPremium or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, JustPremium will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.

For Cause. Either JustPremium or Advertiser and/or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then JustPremium may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by JustPremium to Agency, then JustPremium may terminate the IO and/or placements associated with such breach upon written notice.

  1.  MAKEGOODS

Notification of Under-delivery. JustPremium will monitor delivery of the Ads, and will notify Agency either electronically or in writing as soon as possible if JustPremium believes that an under-delivery is likely.

Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and JustPremium will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed upon, Agency may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. In no event will JustPremium provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Agency.

Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.

  1.  DELIVERING OF ADVERTISING MATERIALS

The Advertiser will, at its sole cost and expense, create and deliver all Advertising Materials according to technical specifications provided by JustPremium or JustPremium Affiliates.

With limited exceptions, such Advertising Materials will be served or displayed by JustPremium Players. The Advertiser may delegate such obligations to any Agency listed on the Insertion Order, but shall remain responsible for the Advertising Materials delivered.

If the delivered Advertising Materials do not conform to JustPremium’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then JustPremium, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, JustPremium may begin to charge the Advertiser on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.

  1.  ADVERTISER AND AGENCY REPRESENTATIONS AND WARANTIES

The Advertiser, and any Agency listed on the Insertion Order on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Advertiser or Agency hereunder and any Linked Content.

The Advertiser represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libellous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

The Advertiser, and any Agency listed on the Insertion Order on its behalf, further represents and warrants that the product or service that is being promoted through any campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

Further, Agency, if any is listed in the Insertion Order, represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Advertiser Terms and Conditions and the Insertion Order, and that all of Agency’s actions related to these Advertiser Terms and Conditions and each Insertion Order will be within the scope of such agency, and
Agency will defend, indemnify, and hold harmless JustPremium, JustPremium Affiliates and its and their affiliates and representatives from claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from Agency’s alleged breach of the foregoing sentence.

JustPremium reserves the right to reject or remove the placement of any Ad (or any part of any associated Advertising Materials) or URL link embodied within an Ad at any time in the event JustPremium determines in its sole reasonable discretion that such Ad or Linked Content does not meet its standards or comply with the Insertion Order or with any applicable law, rules, regulation, industry guidelines or policies, or other judicial or administrative order, or that such Ad (or associated Advertising Materials) or Linked Content is unlawful or inappropriate or may tend to bring, disparagement, ridicule, or scorn upon JustPremium or any of the JustPremium Affiliates or any of the publishers or their sites in the JustPremium publisher network. JustPremium also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Advertiser Agreement in the event that such verification is not promptly provided or is unsatisfactory, in JustPremium’s sole discretion.

  1.  DISCLAIMER OF WARRANTIES

JUSTPREMIUM AND JUSTPREMIUM AFFILIATES PROVIDE THEIR SITE AND THE SITES OF ITS AND JUSTPREMIUM AFFILIATES’ PUBLISHERS AND OTHER PARTNERS IN THE JUSTPREMIUM PUBLISHER NETWORK, AND ALL OF ITS AND THEIR SERVICES, AS PERFORMED OR CONTEMPLATED HEREUNDER OR UNDER ANY INSERTION ORDER, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD OR JUSTPREMIUM PLAYER, JUSTPREMIUM’S AND ANY JUSTPREMIUM AFFILIATES’ SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE. EACH OF JUSTPREMIUM AND EACH JUSTPREMIUM AFFILIATE DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND WE HEREBY EXPRESSLY EXCLUDE ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.

  1.  LIMITATIONS OF LIABILITY

IN NO EVENT SHALL JUSTPREMIUM OR ANY JUSTPREMIUM AFFILIATE BE LIABLE BE LIABLE UNDER THIS AGREEMENT WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS ADVERTISER AGREEMENT INCLUDING ANY INSERTION ORDER (EVEN IF JUSTPREMIUM OR SUCH JUSTPREMIUM AFFILIATE WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL JUSTPREMIUM AND JUSTPREMIUM AFFILIATES TOGETHER BE LIABLE TO THE ADVERTISER, AGENCY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY THEM UNDER THE RELEVANT INSERTION ORDER IN RELATION TO WHICH SUCH LIABILITY MAY ARISE. IN LIEU OF REFUND, JUSTPREMIUM AND/OR JUSTPREMIUM AFFILIATES SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.

  1.  INDEMNITY

Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless JustPremium and JustPremium Affiliates and its and their affiliates, directors, officers, agents and representative and its and their publishers and other partners in the JustPremium publisher network for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Advertiser Agreement by the Advertiser or such Agency as applicable (including Advertiser’s Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order.

JustPremium agrees to indemnify, defend, and hold harmless the Advertiser for any claims, liabilities, costs and expenses (including reasonable legal fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or wilful misconduct by JustPremium.

  1.  CONFIDENTIAL INFORMATION

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.

  1.  MISCELLANEOUS

This Advertiser Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this.

This Advertiser Agreement will be governed and construed in accordance with the laws of the Netherlands. The Advertiser and JustPremium agree to submit to the exclusive jurisdiction of the courts of the Netherlands. If any provision of this Advertiser Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Advertiser may not assign this Advertiser Agreement without the prior written consent of JustPremium. JustPremium may freely assign this Advertiser Agreement either (x) in whole or in severable part, to any JustPremium Affiliate at any time (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Advertiser Agreement) or (y) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Advertiser Agreement. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. JustPremium Affiliates shall be third party beneficiaries under this Advertiser Agreement including each Insertion Order and other than the JustPremium Affiliates there are no third party beneficiaries.

The parties to this Advertiser Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Advertiser Agreement. This Advertiser Agreement may be executed by electronic signature (including click wrap) or by facsimile, and may be executed in counterparts.

Creative Service Terms

JustPremium offers complimentary creative services for Rich Media and Video ad unit development for its clients pursuant to the following terms and conditions, and your use of our creative services constitutes acceptance of these terms and conditions.

JustPremium’s complimentary service includes 5 hours of creative development/design plus 2 rounds of creative revisions per set of ad units.  All creative development and revisions in excess of this amount will be billed by JustPremium at a rate of USD 100 per hour.  Turnaround time for all creative development is 3 business days.

You are responsible for providing all creative assets necessary to produce the ad units. You represent and warrant that creative assets you provide will not infringe or violate the intellectual property or other rights of any third party.  As between you and JustPremium, each party will retain ownership of any creative assets or other materials (and all rights related thereto) it contributes or creates with respect to the creative services.  Nothing herein shall be interpreted to vest ownership of your trademarks in JustPremium.

You acknowledge and agree that JustPremium is not responsible for determining if any work product complies with applicable laws, rules and regulation, including FTC regulations and applicable state laws, and that you shall bear all responsibility and risk with respect thereto. All creative services and related work product are provided by JustPremium “AS-IS.”

You acknowledge and agree that JustPremium disclaims any consequential, special, incidental, punitive or other indirect damages with respect to the creative services and work product and that JustPremium’s liability with respect to the creative services and work product shall not exceed USD 100, regardless of the theory of liability and regardless of whether JustPremium was advised of the possibility of such damages.

Quality Control

Brand safe inventory is of great importance to JustPremium. Our process regarding publisher selection, and our ongoing inventory quality control have been designed to safeguard the interest of our buyers and uphold the reliability of the online industry and its eco-system.

As a responsible company, JustPremium is doing everything reasonably possible to protect the interests of our demand and supply partners. Regarding brand safety, we are committed to meeting and where possible, exceeding industry standards, while also ensuring a high percentage of organic, human traffic within our inventory pool.

JustPremium’s Quality Control team is continually monitoring our internal quality control tools, reaching out to third-party verification providers, exchanging information with our buyers, ad tech partners and publishers, to face the daily and constantly evolving threats of criminal behaviour harming the eco-system.

  1.  Publisher On-Boarding

Every JustPremium publisher is extensively reviewed by our internal Quality Control Team. Prospective publishers are evaluated against the following criteria:

• Reputation: We conduct a background check to de termine if any previous clients or users have had
a negative experience with the publisher. We want to ensure the publisher isn’t associated with fraud ulent activities such as malware, adware, ad injection, etc.
• Quality Assessment: A manual review of the publisher webpage(s) is carried out to check the quality of the page content. We check if the web- site is updated on a regular basis with relevant content. Does this publisher have any inappropriate content, such as adult or illegal content?
• Social Presence: We determine whether the publisher has an engaged audience by reviewing Facebook, Twitter and LinkedIn accounts
• Sourcing Traffic: JustPremium requires all publishers to review our Guidelines against ad fraud.
• Traffic Quality: Evaluation of the publisher’s traffic acquisition methodology using tools such as Alexa and SimilarWeb.

Once publishers are connected, they are regularly monitored by our Quality Control Team and by various third-party verification vendors in the following areas:

  • Quality Assessment: Review of the publisher webpage(s) to check content: what is the quality of the page content? Is the website updated on a regular basis with relevant content? Does the publisher have any inappropriate content, such as adult or illegal content?
  • Quality of Inventory: Review of publisher’s inventory based on various criteria:
    ◊  Ad injection, either through toolbars, browser extensions, adware, malware or any mechanism that generates revenues for an entity other than the publisher◊  Hidden ad and stack ads

◊  Inventory related to hate, nudity, graphic content, violence or illegal content, which includes sites that infringe on copyrights, file sharing sites, torrenting, pirating, peer2peer and warez.

◊  Percentage of Non-human/bot traffic

◊  Masking/misrepresented URLs

  1. Third-Party Partnerships

JustPremium collaborates with a number of Ad Tech Partners and buyers to safeguard the eco-system from non-human traffic and increase the availability of brand safe inventory. We receive weekly insights into extensive data and publisher blacklists through our trusted partners.

  1. Take Down Policy

As part of the Quality Control procedures, JustPremium has a very strict Take Down Policy.

• If a buyer feels that specific inventory is in violation of their expectations, they must notify JustPremium immediately. Within 12 hours, JustPremium will make commercially reasonable efforts to correct or take down the violation. The contractual consequences of not taking down an ad in accordance with our Take Down Policy are evaluated and agreed upon with the buyer on a case-by-case basis.

• If a publisher serves JustPremium ads on a domain that has not been previously agreed upon, sends non-brand safe traffic or +30% non- human traffic, cooperation will be suspended and a further investigation by our Quality Control Team will be conducted. As a result of this investigation, the partnership between the publisher and JustPremium may be terminated immediately.

Further information about Quality Control and Brand Safety can be requested by sending an email to:

qualitycontrol@justpremium.com