Nubian Ad Network Subscriber Agreement Terms and
Conditions
PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY NUBIAN AD NETWORK,
INC. ("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT,
CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY.
COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY
COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The Web pages available at www.NubianAdNetwork.com, and all linked pages unless indicated otherwise ("Site"),
are owned and operated by Company, and are accessed by you ("Subscriber") under the following terms and
1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, Company may offer to
provide certain services that relate to facilitating the purchase and sale of Internet advertisements by
bringing together Internet advertisers and publishers, as described more fully on the Site, and which are
selected by Subscriber through the process provided on the Site ("Services"). Company may change, suspend
or discontinue the Services (or Subscriber's access thereto) at any time, including the availability of
any feature, advertisement, publisher or content, without notice or liability. Company reserves the
right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Company
also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the
Site, or by sending Subscriber a notice via email or postal mail. Use of the Services by Subscriber
following such notification constitutes Subscriber's acceptance of the modified terms and conditions.
Subscriber certifies to Company that if Subscriber is an individual (i.e., not a corporation) Subscriber
is at least 18 years of age. Subscriber also certifies that it is legally permitted to use the Services and
access the Site, and takes full responsibility for the selection and use of the Services. This Agreement is
void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
2. IMPLEMENTATION. Subscriber agrees to comply with the technical specifications provided by Company to enable
proper display of the advertisements in connection with the Services, including without limitation by not
modifying the JavaScript or other programming provided to Subscriber by Company in any way.
3. COMMUNICATIONS SOLELY WITH COMPANY. Subscriber agrees to direct to Company and not to any advertiser or
publisher, as the case may be, all communications regarding any matter arising out of Subscribers use of
4. CONTENT. The Site and its contents are protected by U.S. and international copyright laws and are intended
solely for the use of Company subscribers and may only be used in accordance with the terms of this Agreement in
connection with authorized use of the Services. All materials displayed or performed on or accessible through
the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations,
audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used
herein specifically includes any advertising or other content made available or submitted by any advertiser and
any website or other content published by or associated with any publisher. Subscriber shall abide by all copyright notices, information, and restrictions
contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if
Subscriber uses any of the Services to contribute or make available Content, Company is hereby granted a
non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all
related intellectual property rights) and to allow others to do so in connection with the Services and the Site.
Subscriber (whether a publisher, advertiser or otherwise)warrants, represents and agrees that it will not
contribute, submit or make available through the Services, or use the Services in connection with, any
Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any
law or right of any third party.
If Subscriber is a publisher, Subscriber shall not, and shall not authorize or encourage any third party to (i)
generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to
through repeated manual clicks, the use of robots or other automated query tools and/or computer generated
search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii)
edit, modify, filter or change the order of the information contained in any advertisement, or remove,
obscure or minimize any advertisement in any way; (iii) redirect an end user away from any Web page accessed by
an end user after clicking on any part of an advertisement ("Advertiser Page"), provide a version of
the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or
intersperse any content between the advertisement and the Advertiser Page; or (iv) display any advertisements on
any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with
Company reserves the right to remove any Content from the Site at any time, or to terminate Subscriber's right to
use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or
allegations from third parties or authorities relating to such Content or if Company is concerned that Subscriber
may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 14
Subscriber is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or
otherwise illegal activity is grounds for termination of Subscriber's right to use the Services or to access the
Site. Use of the Site or Services to violate the security of any computer network, crack passwords or security
encryption codes, transfer or store illegal material including materials that are deemed threatening or
obscene, or engage in any kind of illegal activity is expressly prohibited.
Subscriber will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes
that run or are activated while the Subscriber is not logged in.
Subscriber acknowledges and agrees that Company has no special relationship with or fiduciary duty to Subscriber
and that Company has no control over, and no duty to take any action regarding: which users gains access to the
Site or Services; what Content Subscriber accesses or receives via the Site or Services; what Content other
subscribers may make available, publish or promote in connection with the Services; what effects any Content
may have on Subscriber or its users or customers; how Subscriber or its users or customers may interpret, view
or use the Content; what actions Subscriber or its users or customers may take as a result of having been exposed
to the Content, or whether Content is being displayed properly in connection with the Services.
Further, (i) if Subscriber is a publisher, Subscriber specifically acknowledges and agrees that Company has no
control over (and is merely a passive conduit with respect to) any Content that may be submitted or
published by any advertiser, and that Subscriber is solely responsible (and assumes all liability and risk)
for determining whether or not such Content is appropriate or acceptable to Subscriber, and (ii) if
Subscriber is an advertiser, Subscriber specifically acknowledges and agrees that Company has no control over
any Content that may be available or published on any publisher website (or otherwise), and that Subscriber is
solely responsible (and assumes all liability and risk) for determining whether or not such Content is
appropriate or acceptable to Subscriber.
Subscriber releases Company from all liability in any way relating to Subscriber's acquisition (or failure to
acquire), provision, use or other activity with respect to Content in connection with the Site or Services. The
Site may contain, or direct Subscriber to sites containing, information that some people may find
offensive or inappropriate. Company makes no representations concerning any content contained in or
accessed through the Site or Services, and Company will not be responsible or liable for the accuracy, copyright
compliance, legality or decency of material contained in or accessed through the Site or Services. Company makes
no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of
such impressions and/or clicks, or the amount of any payment to be made to Subscriber in connection with the
THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT
LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER ASSUMES ALL RISK AND RESPONSIBILITY WITH
RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC
COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR
THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of
e-mail addresses, registration and identification information, disk space, communications, confidential or
trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed
by the Site, or otherwise connected with Subscriber's use of the Services.
7.PRIVACY POLICIES. Please review Company's Privacy Policy http://www.nubianadnetwork.com/privacy.php for information
regarding Company's policies and practices regarding the use of Subscriber personal information.
8. REGISTRATION AND SECURITY. As a condition to using Services, Subscriber may be required to register with
Company and select a password and Subscriber name ("Company User ID"). Subscriber shall provide Company
with accurate, complete, and updated registration information. Failure to do so shall constitute a breach
of this Agreement, which may result in immediate termination of Subscriber's account.
Subscriber may not (i) select or use as a Company User IDa name of another person with the intent to impersonate
that person; (ii) use as a Company User ID a name subject to any rights of a person other than Subscriber without
appropriate authorization; (iii) register for the Services using more than one Company User ID. Company
reserves the right to refuse registration of, or cancel a Company User ID in its discretion. Subscriber shall be
responsible for maintaining the confidentiality of Subscriber's Company password.
9. INDEMNITY. Subscriber will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and
employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to
or arising out of Subscriber's access to the Site, use of the Services, the violation of this Agreement by
Subscriber, or the infringement by Subscriber, or any third party using the Subscriber's account, of any
intellectual property or other right of any person or entity.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR
ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO
Some of the Services require payment of fees. Subscriber shall pay all applicable fees, as described on the Site
in connection with such Services selected by Subscriber. Company reserves the right to change its price list and
to institute new charges at any time, upon prior notice to Subscriber, which may be sent by email or posted on
If Subscriber is a publisher, Subscriber shall receive as payment a percentage of the sale price of advertisements
displayed in connection with Subscriber's website as determined by Company for Subscriber's use of the
Services. Subscriber's payable revenue shall be determined on the first day of each month, on which day
those revenues accrued to Subscriber's account sixty (60)or more days earlier shall become eligible to be
paid. Payments to Subscriber shall be sent by Company within approximately ten (10) days of the previous
calendar month end, if Subscriber's earned balance is greater than or equal to Subscriber's minimum check
amount. If Subscriber's earned balance is less than Subscriber's minimum check amount, no check shall be sent
and the Company shall make the aforesaid determination anew on the first day of the following month. In
addition, if Subscriber is a publisher, Subscriber agrees that (i) any payments that may become due to Subscriber
(as described on the Site) are specifically conditioned upon Company's receipt of full payment from the
applicable advertiser, and that any such payments do not become due to Subscriber until 60 days after Company's
receipt of full payment from the applicable advertiser, and (ii) if Company does not receive the applicable
payment in full from any such advertiser, or Company’s payment from advertiser is later reversed at any time,
Company shall have no liability or responsibility to Subscriber (and Subscriber hereby releases Company) with
If Subscriber disputes any payment made in connection with the Services, Subscriber must notify Company in
writing within thirty (30) days of any such payment. Failure to so notify Company shall result in the waiver
by Subscriber of any claims related to such disputed payment.
Payment shall be calculated solely based on records maintained by Company. No other measurements or
statistics of any kind shall be accepted by Company or have any effect under this Agreement.
Company shall not be liable for any payment based on (i) any fraudulent impressions generated by any person,
robot, automated program or similar device or for fraudulent impressions similarly generated on any
advertisements, as reasonably determined by Company; (ii)advertisements delivered to end users whose browsers have
JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent impressions or
fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by Subscriber for any
applicable pay period. Company reserves the right to withhold payment or charge back Subscriber's account due
to any of the foregoing or any breach of this Agreement by Subscriber. In addition, if Subscriber is past due on
any payment to Company in connection with the Services, Company reserves the right to withhold payment until all
outstanding payments have been made.
To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate
contact and payment information associated with Subscriber's account and Company User ID. For U.S.
taxpayers, this information includes without limitation a valid U.S. tax identification number and a
fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed
certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form,
which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees
related to returned or cancelled checks due to a contact or payment information error or omission may be deducted
from the newly issued payment.
All payments to Subscriber are contingent upon, and will be made pursuant to Company’s publisher payment policies,
as they may be updated from time to time by the Company in its sole discretion. Without limiting the generality
of the foregoing, Publisher acknowledges and agrees that checks payable to Publisher that are not cashed within
180 days from the date of issuance will be cancelled by Company and will not be reissued, and in the event of
such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks.
Company’s current publisher payment policies are located at http://help.Nubian Ad Network.com/index.php?sid=1333070〈=en&action=show&cat=17.
Subscriber agrees to pay all applicable taxes or charges imposed by any government entity in connection with
Subscriber's use of the Services. Note: Nubian Ad Network may debit any account to set-off a negative balance in
another account, or to pay any amounts that are past due for a period of 180 Days.
12. CONFIDENTIALITY. Subscriber agrees not to disclose Company Confidential Information without Company's prior
written consent. "Company Confidential Information" includes without limitation: (i) all Company software,
technology, programming, technical specifications, materials, guidelines and documentation Subscriber
learns, develops or obtains that relate to the Services or the Site; (ii) click-through rates or other statistics
relating to Site performance in the Services provided to Subscriber by Company; and (iii) any other information
designated in writing by Company as "confidential" or any designation to the same effect. "Company Confidential
Information" does not include information that has become publicly known through no breach by Subscriber or
Company, or information that has been (a) independently developed without access to Company Confidential
Information as evidenced in writing; (b) rightfully received by Subscriber from a third party; or (c)
required to be disclosed by law or by a governmental authority.
13. INFORMATION RIGHTS. Company may retain and use for its own purposes all information Subscriber provides,
including but not limited to Site demographics and contact and billing information. Subscriber agrees that
Company may transfer and disclose to third parties personally identifiable information about Subscriber for
the purpose of approving and enabling Subscriber's participation in the Services, including to third parties
that reside in jurisdictions with less restrictive data laws than Subscriber's own jurisdiction. Company
disclaims all responsibility, and will not be liable to Subscriber, however, for any disclosure of that
information by any such third party. Company may share aggregate (i.e., not personally identifiable) information
about Subscriber with advertisers, publishers, business partners, sponsors, and other third parties. In
addition, Subscriber grants Company the right to access, index, and cache Subscriber's website, or any portion
thereof, including by automated means including Web spiders or crawlers. Additionally, Subscriber grants to
Company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials
or other content for purposes of marketing Company products and Services.
14. TERMINATION. Either party may terminate the Services at any time by notifying the other party by any means.
Company may also terminate or suspend any and all Services and access to the Site immediately, without
prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid
hereunder are non-refundable and non-cancelable. Upon termination of the Subscriber's account, Subscriber's
right to use the Services will immediately cease and Subscriber will remove all Company HTML code from
Subscriber's websites. All provisions of this Agreement which by their nature should survive termination shall
survive termination, including, without limitation, warranty disclaimers, and limitations of liability.
15. REPRESENTATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each
website Subscriber designates in connection with the use of Services or that Subscriber is legally authorized to
act on behalf of the owner of such website for the purposes of this Agreement, and (ii) Subscriber has all
necessary right, power and authority to enter into this Agreement and to perform the acts required of Subscriber
hereunder. Subscriber further represents and warrants that each of Subscriber's websites and any material
displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach
and have not breached any duty toward or rights of any person or entity including, without limitation, rights of
intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability,
tort, or contract theories; and (c) are not hate-related in content.
16. MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein
shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to
perform its obligations hereunder where such failure results from any cause beyond Company's reasonable
control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be
limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force
and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by Subscriber
except with Company's prior written consent. This Agreement shall be governed by and construed in
accordance with the laws of the state Colorado without regard to the conflict of laws provisions thereof. Both
parties agree that any dispute arising under this
