SmartFrame provides an innovative image technology that protects image files from unauthorized use and allows advertising to be served in the image. SmartFrame wishes to share a percentage of the advertising revenue directly derived from the images using SmartFrame’s technology, pursuant to the terms and conditions below, with the owner of the website (the “Publisher” or “You”) displaying the image(s) via its publisher program (the “Publisher Program”). 

By clicking Accept, Publisher acknowledges and agrees that its participation in the Publisher Program will be subject to these Terms and Conditions, which together with the information submitted in this Registration Form forms a binding contract (the “Agreement”) between Publisher and SmartFrame (the “Parties”).

    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.Advertising Revenue Share: shall have the meaning given in clause 3.1.

      Applicable Percentage: means 0% when the total number of SmartFrame Impressions displayed across all Sites in a calendar month is less than 100,000; and 20% when the total number of SmartFrame Impressions displayed across all Sites in a calendar month is equal to or greater than 100,000.

      Display Period: means the period of time the Publisher displays a SmartFrame Image that is enabled to generate Net Advertising Revenue.

      Embed Terms and Conditions of Use: mean the terms and conditions 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.

      SmartFrame Impression: means a response from SmartFrame’s server that returns a SmartFrame Image for display on your 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.

      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.

      Publisher Program: shall have the meaning set out in the Registration Form.

      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 the Site.

      SmartFrame Image: means an image licensed to you, and for which the rightsholder of the image has agreed to offer an Advertising Revenue Share, that has been embedded on the Site through your use of a SmartFrame Embed Code or any other embed code that is powered by the SmartFrame Technology and which has been converted to the SmartFrame Format.

      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 of 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 Publisher.

      you: means you, being an individual acting in the course of or in relation to the ownership or operation of the Site and “your” shall be construed accordingly.

      Terms: mean these terms and conditions of use.

    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