PUBLISHER PROGRAM AGREEMENT

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 ful