Terms of Use - Supplemental for Supply Partner Monetization Program

Thank you for your interest in participating in 33Across, Inc.’s 33Across Supply Partner Platform Monetization Program (the “Monetization Program”). The Monetization Program is available as an additional service offering to qualified Supply Partners who have signed up to use the 33Across Platform and wish to monetize their sites using ad units sold by 33Across which are served through the 33Across ad serving platform deployed on the Supply Partner site. These Monetization Program Terms (the “Supplemental Terms”) augment and amend the 33Across Platform Terms of Use. Capitalized terms used herein and not defined shall have the meaning set forth in the 33Across Platform Terms of Use.

PLEASE READ THESE SUPPLEMENTAL TERMS CAREFULLY. BY PARTICIPATING IN THE MONETIZATION PROGRAM YOU AGREE TO BE BOUND BY THESE SUPPLEMENTAL TERMS IN ADDITION TO THE 33ACROSS PLATFORM TERMS OF USE. IF YOU ARE ELECTING TO PARTICIPATE IN THE MONETIZATION PROGRAM ON BEHALF OF AN ENTITY OR BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR BUSINESS TO THESE SUPPLEMENTAL TERMS. IF YOU OR THE ENTITY DO NOT WISH TO BE BOUND BY THESE SUPPLEMENTAL TERMS, YOU SHOULD NOT SIGN UP FOR THE MONETIZATION PROGRAM.

1. RIGHT TO DISPLAY ADS. By participating in the Monetization Program, you grant 33Across the right, at its sole option and discretion, to display graphic advertisements (“Ads”) selected by 33Across on each page of your Supply Partner Site.

2. SUPPLY PARTNER OBLIGATIONS, REPRESENTATIONS AND WARRANTIES. You agree to provide 33Across with all reasonable assistance that may be required to ensure that the Ads display properly on the Supply Partner Sites. In addition, you hereby represent and warrant that: (a) you will not modify, alter, block, obscure or otherwise interfere with the display of any Ad on the Supply Partner Sites; (b) the Supply Partner Sites are primarily directed at an audience over the age of 13; (c) the Supply Partner Sites do not contain pornography, erotic or sexually explicit content, or any other content not appropriate for a general audience; (d) the Supply Partner Sites do not promote, encourage or facilitate any illegal activity, including but not limited to the violation of any third party’s intellectual property rights or rights of privacy; and (e) the Supply Partner Sites do not promote or facilitate activities generally regarded as Internet abuse, including but not limited to the use or delivery of viruses, spyware or other malware.

3. PAYMENT. In exchange for the right to serve the Ads on the Supply Partner Sites, and subject to your continued adherence to these Supplemental Terms and the 33Across Platform Terms of Use, 33Across will pay you the agreed share of the net revenue collected by 33Across for the Ads displayed on the Supply Partner Sites (the “Payment”). 33Across shall make Payment of amounts due hereunder net 60 days following the end of the month in which the ads are run.  The Payment is based on and subject to the net revenue collected by 33Across. The invoice amount will be discounted by 3% if payment is made net 15 days.   The Payment shall be made free and clear of (and without deduction or withholding for) any income, stamp or other taxes, charges, fees, deductions or withholdings. If amounts due hereunder do not exceed $250, 33Across shall allow amounts due hereunder to accumulate and shall only make Payment when amounts have exceeded $250.  You will notify 33Across of any Payment dispute within ninety (90) days of receipt of 33Across’s Payment.

Deductions. If a third party, including 33Across’s demand partners, denies payment to 33Across for some or all of the advertising placed on a Supply Partner’s properties, or otherwise imposes any deductions, transaction fees, third-party refunds, chargebacks and/or trade credits (“Deductions”) on 33Across attributable to a Supply Partner’s properties, then 33Across may credit such Deductions against future payments to its Supply Partner.  33Across may credit again future Payments any Deduction within the 12-month period following the date of Payment. 

Inventory Quality. 33Across takes measures to discourage invalid traffic, fraudulent activities and other discrepancies (collectively, “Invalid Activities” ).  Invalid Activities may take many forms: incentivized, computerized, deceptive or artificial means of increasing impressions, page-views, and other campaign metrics.  Invalid Activities may include bots, automated programs, hijacked devices or sessions, adware, malware, click farms, and many other mechanisms. 33Across and our demand partners use varying methods to determine Invalid Activities, including automated detection systems and manual audits.  In addition, 33Across uses third party monitoring firms to monitor Invalid Activities.    Notwithstanding anything else herein, 33Across reserves the right to withhold and shall not be obligated to make Payments for any period during which 33Across reasonably determines that Invalid Activities have occurred on a Supply Partner’s properties. 33Across will upon Supply Partner’s request provide the basis for 33Across’s determination.   33Across reserves the right to allocate the cost of discovery of Invalid Activities and administration of withheld payments to the responsible Supply Partner(s).

4. TERM; TERMINATION. The term of your participation in the Monetization Program will begin on the date on which you sign up for the Monetization Program and accept these Supplemental Terms. You may terminate your participation in the Monetization Program at any time using the mechanism provided on your account settings page. 33Across reserves the right to terminate your participation in the Monetization Program at any time and without penalty upon notice to you. Upon payment owed to you in accordance with these Supplemental Terms, including any balance under the amount of $250.

5. LICENSE GRANT. Supply Partner hereby grants to 33Across the right to use Supply Partner’s name, logo and trademarks within a list of participating Supply Partners on the 33Across website and in connection with the marketing, promotion and operation of the Monetization Program for the duration of the Services or otherwise with the consent in writing of the Supply Partner.

6. NO WARRANTY AS TO PERFORMANCE OR REVENUE. THE MONETIZATION PROGRAM IS OFFERED ON AN AS-IS BASIS AND 33ACROSS MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE MONETIZATION PROGRAM OR THE AMOUNT OF PAYMENT (IF ANY) WHICH YOU MAY EARN AS A PARTICIPANT IN THE MONETIZATION PROGRAM.

7. MODIFICATION OF MONETIZATION PROGRAM OR SUPPLEMENTAL TERMS OF USE. 33Across reserves the right to modify these Supplemental Terms at any time by posting an updated version of these Supplemental Terms on our website. Your continued participation in the Monetization Program following such update shall constitute your acceptance thereof. If you do not agree to a modification or update to these Supplement Terms your sole recourse is to opt out of the Monetization Program.

Last Updated: Dec 07, 2018