INSERTION ORDER AGREEMENT
Terms and Conditions
1. The Marine Ad Network (“MAN”)
YOU ARE HERE NOW because you are considering or have entered into an advertising services arrangement with MAN, either as a Publisher (selling ads) or Advertiser (placing ads) (the “Services”) or just happen to be browsing our website for information.
Please read the Agreement carefully and if you feel that you need legal counsel in this process, then you should have your legal representative read it too.
“Advertiser” or “publisher” or “you” means the individual or entity using the MAN Services while “we,” “us” or “MAN” means Kyle Publications, Inc. d/b/a Marine Ad Network
2. Access to the Services; MAN Accounts
To use our Services, you have to execute either a MAN Publisher Agreement (Publishers) or an Insertion Order Agreement (Advertisers), which then creates your account subject only to MAN’S exclusive approval (an “Account”). MAN has the sole and exclusive right to refuse or limit your access to the Services. To use the Services, you must have reached the age of majority, which is 18 years old.
By enrolling in MAN, you permit MAN to serve advertisements in form and substance as provided in the MAN Publisher Agreement or MAN Insertion Order Agreement and other content related to search queries or links to your website(s), mobile apps, mobile content or media players as stated in the Agreements (“Ad Properties”).
MAN may from time to time with your permission access, index and cache Ads.
3. Using our Services
Don’t misuse our Services as MAN reserves the right to cancel your Agreement at anytime. If you do not want to use MAN Services any longer, then you may discontinue Service use at any time by notifying us or removing any imbedded code in the Ad Properties.
4. Changes to our Services; Changes to the Agreement
We may change the Services or modify the Agreement at any time. We will post any modifications to the MAN Terms and if you have registered with the website via Agreement, then we will notify you by email as to any changes or modifications. Changes or modifications apply prospectively and do not take effect for 30 days after notice of the change or modification has been provided. If you don’t agree to any changes or modifications in the Agreement, then simply stop using the Services.
You will either pay or receive a payment related to the number of valid views on Ads displayed on your Ad Properties, the number of valid impressions of Ads displayed on your Ad Properties, or other valid events performed in connection with the display of Ads on your Ad Properties, in each case as determined by MAN. These express measures are determined in your MAN Publisher Agreement or MAN Insertion Order Agreement.
Unless expressly authorized in writing by MAN, all payment terms are stated in the MAN Publisher Agreement and MAN Insertion Order Agreement.
To ensure proper payment and timing of payment among other things, please make sure to maintain accurate contact and payment information in your Account. We make all payments net of any and all fees levied by your bank or payment provider (e.g. Paypal).
Where applicable, MAN will be responsible for tax payments on the advertising side but you will be responsible for paying taxes on the Publisher side, which shall be included in the Service fees.
7. Intellectual Property; Brand Features
MAN hereby grants to you a non-exclusive license to use MAN’s trade names and brand features related to your use of the Services only and in accordance with the Agreement. MAN may revoke this license at any time.
You agree not to disclose MAN Confidential Information without our prior written consent. “MAN Confidential Information” is any information provided by MAN to you that has the terms “Confidential” written on the document. For tax planning purposes and other related financial matters, you may disclose your revenue related to the Agreement to the appropriate tax or accounting professionals related to your business.
You may terminate the Agreement at any time. MAN may terminate the Agreement at any time. You simply notify us of your intention to cancel the agreement via email and we will do the same using your email account information provided for billing. You will be paid your final payment within 90 business days of account termination provided that the amount to be paid exceeds the minimum payment threshold established in the MAN Publisher Agreement. If the amount to be paid does not exceed the minimum payment threshold established in the MAN Publisher Agreement, then thank you for the donuts and coffee for the office.
You agree to indemnify MAN for any misuse of the Services that leads to a lawsuit against MAN. The full indemnification language will be as stated in the MAN Publisher Agreement. MAN’s advertisers are third-party beneficiaries of this indemnity.
12. Representations; Warranties; Disclaimers
You represent and warrant that you have the authority to enter into the Agreement and that all of the information provided by you to MAN is true to the best of your knowledge.
MAN DOES NOT MAKE ANY PROMISES ABOUT THE SERVICES AND THEY ARE DELIVERED “AS IS”. MAN SPECIFICALLY EXCLUDES ANY AND ALL WARRANTIES WHETHER EXPRESS, OR STATUTORY OR IMPLIED AS WELL AS THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT OR TORT, 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 TWELVE MONTH PERIOD IMMEDIATELY PRIOR THE CLAIM DATE. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations have been bargained for separately and therefor an essential element of the Agreement between the parties.
Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services. This Agreement may be amended or as established in Section 4, if you keep using the Services after MAN modifies the Agreement.