INTRODUCTION

SmartFrame operates a program (the “Publisher Program”) that compensates owners (a “Publisher” or “You”) of websites and other online assets (the “Sites”) that allow advertising content to be served within SmartFrame images that they embed on their Site(s) with a fee derived from the advertising. Participation in the Publisher Program is governed by the terms and conditions set out below.

By accepting these terms, You acknowledge and agree that your participation in the Publisher Program will be subject to these Terms and Conditions, which together with the information submitted on the Registration Form forms a binding contract (the “Agreement”) between You and SmartFrame (the “Parties”).

1. INTERPRETATION
   1. The following definitions and rules of interpretation in this clause 1.1 shall apply to these Terms.
      
      Advertise: means the placement within a SmartFrame Image of any audio, visual, or audio-visual data or content made available by an advertiser. Advertised and Advertising shall be construed accordingly.
      Display Period: means the period of time You display a SmartFrame Image that is enabled for Advertising.
      Embed Terms and Conditions of Use: mean the terms and condition that govern your use of a SmartFrame Image which you have either accepted at the time you embedded the image on the Site or via your continued use of the image on the Site.
      Embed Code: means the component of the SmartFrame Technology which allows a SmartFrame Image to be displayed on a Site.
      Intellectual Property Rights: means any and all present and future, know-how, trade secrets, inventions, patents, and other confidential information, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights, logos, trademarks, service marks, emblems, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
      Minimum CPM: means £2 per 1000 Advertising impressions served across all Your Sites in a calendar month.
      Net Advertising Revenue means the revenue received by SmartFrame from advertisers for Advertising, less all applicable taxes, and SmartFrame’s total operating cost for displaying a SmartFrame Image and Advertising on the Site.
      Performance CPM: means the Minimum CPM or any greater amount that may be established by SmartFrame, in its sole discretion, from time to time based on the realisation of certain Net Advertising Revenue targets or other Publisher Program performance goals.
      Program Revenue: shall have the meaning given in clause 3.1.
      Publisher Program: shall have the meaning set out in the Introduction.
      SmartFrame: means SmartFrame Technologies Limited, a company registered in England under number 08652873 whose registered office is at 423 Linen Hall, 162-168 Regent Street, London, W1B 5TE United Kingdom.
      SmartFrame Format: means the manner in which an encrypted image file including visual features and the advertising functions enabled by the SmartFrame Technology is presented on a Site.
      SmartFrame Image: means an image owned by You, or licensed for Your use, that is displayed in the SmartFrame Format on a Site.
      SmartFrame Technology means the SmartFrame proprietary image technology that increases protection and attribution to image files and allows the serving of advertising in such images.
      Site: means the website, blog or social media platform on which a SmartFrame Image is displayed and which includes SmartFrame’s ‘Publisher ID’ in the location’s ads.txt file for SmartFrame’s verification.
      Sites shall mean every Site owned by You.
      You: means the individual or legal entity identified in the Registration From to which these Terms are attached or referenced and acting in the course of or in relation to the ownership or operation of a Site with the authority to enter into this Agreement and “Your” shall be construed accordingly.
      Terms: mean these terms and conditions.
   2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
   3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
   4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
   6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   7. A reference to a statute or statutory provision is a reference to it as it is in force at the date of this Agreement.
   8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
   9. References to clauses and schedules are to the clauses and schedules of this Agreement.
2. SCOPE OF PARTICIPATION
   1. These Terms shall apply to Your participation in the Publisher Program and are in addition to and not in lieu of the Embed Terms and Conditions of Use which shall continue to govern your use of a SmartFrame Image.
   2. Notwithstanding the foregoing clause, any limitations in relation to payment or other compensation expressed in other applicable terms and conditions shall not apply to You when you participate in the Publisher Program.
   3. You agree that for the duration of the Display Period, you will comply with all reasonable requests that may be made from time to time by SmartFrame in support of Advertising.
   4. You agree that for the duration of the Display Period, You will include SmartFrame’s ‘Publisher ID’ within each Site’s ads.txt file.
   5. Your participation in the Publisher Program shall end automatically when you no longer display a SmartFrame Image on Your Site(s) or at any time SmartFrame in its sole discretion decides to terminate your participation.
   6. When your participation in the Publisher Program ends, you agree that SmartFrame shall have no liability to you beyond the payment to you of the Program Revenue that was generated during the Display Period.
3. COMPENSATION
   1. Subject to Your compliance with these Terms and in consideration of the fulfilment of your obligations set out in clause 2.3 and 2.4, SmartFrame shall pay You the Performance CPM (the “Program Revenue”).
   2. The Program Revenue will be calculated and reported to you on a calendar quarter basis, if and when it exceeds £100.
   3. Upon receipt of the report of the Program Revenue, You shall submit an invoice for the reported amount and SmartFrame shall pay the Program Revenue within 60 days of receipt of Your invoice into the bank account nominated by the You in writing from time to time.
   4. In the event that £100 is not exceeded, the amount payable shall be transferred every fourth calendar quarter.
   5. SmartFrame may set-off any amount due and payable by You to SmartFrame under this Agreement against any amount due and payable by SmartFrame to You.
4. WARRANTIES
   1. You warrant and represent that: (i) you are over the age of 18 and have the right, power and authority to accept and comply with these Terms and to participate in the Publisher Program; (ii) You shall comply, as soon as reasonably practicable, with any reasonable additional or special responsibilities and obligations as specified by SmartFrame from time to time in relation to Your participation in the Publisher Program; (iii) You shall obtain and maintain all necessary licences, permits and consents required to enable SmartFrame to Advertise; and (iv) You shall cooperate with SmartFrame as may be reasonably required including with the provision of appropriate information, data and assistance requested and providing access to Your Sites for the purpose of verifying your compliance with these Terms.
   2. SmartFrame: (i) does not warrant that You will receive any minimum revenue from taking part in the Publisher Program and (b) does not warrant that You will achieve any particular result from Your participation in the Publisher Program or from the display of Advertising in a SmartFrame Image.
5. USE RESTRICTIONS
   1. You agree that when participating in the Publisher Program You will: (i) comply with all applicable laws and regulations as well as these Terms and (ii) prevent any unauthorised access to, or use of, the SmartFrame Image in any manner that would hinder or limit the Advertising.
   2. Except as expressly set out in these Terms, you shall not:
      1. access all or any part of the SmartFrame Image or associated technology in order to falsely increase the Program Revenue;
      2. implement or use any technology or process to falsely increase, limit or control visitor traffic, clicks, or interactions with any SmartFrame Image or Advertising; or
      3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make SmartFrame Image available to a third party for the purpose of generating Advertising revenue.
6. VIOLATION OF TERMS
   1. SmartFrame reserves the right in its sole discretion to suspend or revoke your participation in the Publisher Program with or without notice, and without liability, if SmartFrame reasonably suspects that your participation in the Program violates these Terms.
7. INTELLECTUAL PROPERTY RIGHTS
   1. SmartFrame is, and shall remain, the owner or the licensee of all Intellectual Property Rights in the Publisher Program. Except as expressly stated, nothing in these Terms grants or should be construed as granting any rights to, or in, any rights or licences in respect of the Publisher Program.
8. LIABILITY
   1. In relation to SmartFrame, except as expressly and specifically provided in these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded.
   2. Nothing in these Terms exclude or limit SmartFrame’s liability for: (i) death or personal injury arising from its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by English law.
   3. Subject to clauses 8.1 and 8.2:
      1. SmartFrame shall not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, for any loss of profit, business, business opportunity, contracts, anticipated savings, goodwill, revenue or for any indirect, special, consequential or incidental losses or damages of any kind arising under or in connection with Your participation in the Publisher Program.
      2. SmartFrame’s maximum aggregate liability to You in respect of all other losses arising under or in connection with Your participation in the Publisher’s Program, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total Program Revenue paid to You in the 12 months preceding the claim up to a maximum of £500.
9. INDEMNITIES
   1. You agree to defend, indemnify and hold harmless SmartFrame, its employees, agents, and advertising partners in full and on demand from and against any loss, damage, cost, expense, action, claim or proceeding of whatever nature or expenses which SmartFrame may suffer or incur directly or indirectly as a result of Your breach of these Terms.
10. TERMINATION
    1. On termination of Your participation in the Publisher Program, which shall result in the automatic termination of the Agreement, for any reason:
       1. any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms shall not be affected or prejudiced; and
       2. any of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of Your participation in the Publisher Program shall remain in full force and effect.
11. GENERAL
    1. Assignment. SmartFrame may at any time assign, mortgage, charge, subcontract, delegate or declare a trust over any or all of its rights and obligations under these Terms to or for the benefit of any person.
    2. No agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between You and SmartFrame, establishes You as SmartFrame’s agent, or authorises You to make or enter into commitments on SmartFrame’s behalf.
    3. Entire Agreement. These Terms set out the entire agreement between You and SmartFrame in relation to Your participation in the Publisher Program.
    4. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy.
    5. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
    6. Third party rights. These terms govern Your participation in the Publisher Program as provided by SmartFrame and no other person shall have any rights to enforce any of these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    7. Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of England and You irrevocably submit to the exclusive jurisdiction of the English courts.

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