Published: May 01, 2018
Last edition: August 13, 2024
Please read these terms and conditions (“T&C”) before pressing the “Signup” button at the bottom of the signup page. By pressing “Signup” you are agreeing to be bound by the terms and conditions of this agreement. If you do not agree to the terms and conditions of this agreement, press “Cancel” and you will be unable to participate on the AMP’s website.
The signatory of this Agreement represents that he or she has full power and authority to sign this Agreement.
Zumaleto OU (“AMP“) is a company incorporated and registered in Estonia, having its registered address at 209, Kesklinna linnaosa, Pärnu mnt 41a, Harju maakond, tallinn, 10119, Estonia.
The AMP is the owner of the Software allowing to purchase Traffic Mediation Services and Marketplace Services;
The AMP receives the Web Traffic through Ad Calls to the code that matches and is approved for the specific Advertising Spot;
The Publisher approves entirely and comprehensively the substance of the Software and is satisfied with its quality, taking into account that the Software is provided under the condition “as is”;
The Publisher is responsible for paying AMP for Traffic Mediation Services generated by AMP based on AMP reports. AMP provides the aggregated reports of the Traffic Mediation Services cost on a daily basis on the Official Website to the Publisher in accordance with one of the selected plans specified in this agreement;
As part of the AdSpyglass Marketplace Services, AMP provides the placement of the advertisements and financial settlement services between the Demand Partners and the Publisher. AMP operates as an Ad exchange and makes transit payments from Demand Partners to the Publisher according to the terms specified in this agreement.
Both Parties (i.e Publisher and AMP) possess sufficient legal capacity to enter into the Agreement, the Publisher or his representative signing this Agreement is duly authorized to sign this Agreement, all corporate procedures of the Publisher necessary for the conclusion of the Agreement in accordance with the legislation of the state of the Publisher or internal corporate documentation of the Publisher including the Articles of Association, are performed in due form;
The Publisher hereby confirms that the Publisher fully read, understood, and agreed with the following Terms and Conditions and enters into this Agreement with the full understanding and acceptance of all terms, conditions, and policies as agreed to in this Agreement.
1. Definitions
1.1. The Official Website is the website on the Internet where the Software is published, namely: https://www.adspyglass.com/
1.2. The Software is the technology that allows delivering the Web Traffic to the third parties on an auction and/or the real-time advertising bidding basis on one hand, and delivering the Promotion Materials from these third parties to the Advertising Spot on the other hand.
1.3. Traffic Mediation Services is the self-served services provided by the AMP through the Software, consisting in the placement of the advertisements from the third parties on the Publisher Advertising Spot depending on how it is established in this Agreement.
1.4. The Advertising Spot is the specific place including, but not limited to a place for banner, preroll video, any advertising widgets placed over the main content, and others, on the websites that are owned and/or operated by Publisher, where the Promotional Materials can be placed using the Software.
1.5. The Promotion Materials means the text, codes, graphics, designs, trademarks, landing page URLs, hyperlinks, and videos for any type of advertising including, but not limited to in-page push traffic, popup traffic, interstitial, video traffic, display traffic implemented by the third parties to the Advertising Spot using the Software.
1.6. The AMP Reporting System is a reporting API URL and API provided by AMP that shows real-time statistics on impressions and/or revenue generated. The Traffic Mediation Services costs are calculated based on this data according to the selected payment plan.
1.7. Personal Data means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified or contacted. Personal Data is defined under the applicable law.
1.8. Web Traffic means any in-page push traffic, popup traffic, interstitial, video traffic, display traffic, and other types of web traffic which are delivered through the Software.
1.9. The Publisher Account means a personal account on the Official Website that was created by the Publisher. The Publisher must complete registration by confirming email, and providing accurate personal data.
1.10. The Creative is any code or URL that was provided by third parties to the Publisher and implemented by the Publisher to the Software. The creative is considered a participant in an internal auction that takes place as part of Traffic Distribution.
1.11. The Content Materials are any text, graphics, designs, trademarks, videos, URLs, or web pages published on a website to which a visitor has access.
1.12. The AdSpyglass Marketplace is a service that connects the Publisher with Demand Partners integrated directly into AdSpyglass AMP to place the advertisements on the website in order to get the Publisher Earnings
1.14. The Demand Partners are the third-party vendors who purchase advertising inventory on the sites through AdSpyglass Marketplace.
1.13. The Publisher Earnings are the advertising cost that is paid for the Web Traffic on the Publisher website purchased by Demand Partner through the AdSpyglass Marketplace.
2. Services Provision
2.1. The AMP agrees to provide the Traffic Mediation Services during the term of this Agreement. The Publisher may suspend the Web traffic upon written notice sent to the other party 48 hours before such suspension. The AMP reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause.
2.2. The Traffic Mediation Services are provided via the code that matches and is approved for the specific Advertising Spot.
2.3. Publisher Account configuration
2.3.1. The Publisher must confirm that he is the person who owns or operates the websites that the Publisher indicated in the Publisher Account. The process of verification occurs by installing the JavaScript code from the Software on this website. The Publisher acknowledges and agrees to solely use the Software for the Verified websites. Otherwise, the AMP reserves the right to terminate the agreement.
2.3.2. The Publisher must add at least one ( 1 ) third party Creative to the Software before the Advertising Spot will be generated on the Software. The Publisher acknowledges and agrees that for provision of the Traffic Mediation Services. The Publisher bears full responsibility for the setup of any third-parties codes to the Software.
2.3.3.The Publisher acknowledges and agrees that he/she should set up codes and URLs corresponding to the Advertising Spots in order to be able to receive the Traffic Mediation Services. The Publisher bears full responsibility for the codes and URL setup to the website.
2.3.4. The AMP is not responsible for any profit losses in case of inappropriate Publisher Account configuration, usage of Software, or misconduct and reserves the right to charge the Publisher for the Traffic Services provided that is reflected in the AMP’ Reporting System.
2.3.5. All changes made in the account will be considered as changes made by the Publisher himself. In the case of Account insecurity, the Publisher must notify AMP immediately.
2.4. Advertisement Management
2.4.1. The Publisher may manage the Advertising Spots and third parties Creatives through the Official Website by setting budgets, targeting filters, and all other information relevant to Advertising Spots and Creatives. The AMP undertakes to provide to the Publisher the full list of abilities to disable or manage any third parties Creatives.
2.4.2. The Publisher expressly agrees to any changes to Website, Advertising Spot, and Publisher Account configuration that are agreed to be made with the AMP Team via Official Website, LiveChat, private messenger, or by email.
2.5. The Content verification. The Publisher undertakes to check content on the Website provided to the Software and urgently remove it, in case of suspected inappropriate content. Inappropriate content includes but is not limited to:
2.6. The Publisher is the owner or is licensed to use the Content Materials.
2.7. The AMP reserves the right to suspend or deactivate the Publisher Account if there is a reason to believe or suspect that the Publisher is in breach of this Agreement or other legal obligation (including fraudulent or suspicious activity and bot traffic) or in case the Content Materials may include inappropriate or misleading information) without prior notice or liability. Moreover, the AMP is not responsible for any profit losses with regard to the Traffic Services usage.
2.8. The AMP responsibility. The AMP is not responsible for the quality of the Promotional Materials from the third parties. The AMP undertakes to provide to the Publisher the full list of abilities to disable or manage any third parties Creatives.The AMP is not responsible for the performance of third parties, as well as any of the statistical data provided by these third parties.
3. Payment Plans
3.1. Trial Plan
The AMP may provide a Trial Plan to some of the Publishers at its own discretion. Under the Trial Plan, the Publisher will receive the Traffic Mediation Services free of charge for a 7 days period, unless otherwise agreed between the Parties. After the 7 days period, the Publisher Account will be automatically switched to the Revshare Plan.
3.2. Revshare Plan
As part of the Revshare Plan, the AMP will provide Traffic Mediation Services to the Publisher. As compensation, the AMP will charge 10% of all ad calls made to the Advertising Spot and monetize it at its own discretion.
The Publisher may independently change the Revshare Plan to Pay As You Go Plan using the Official Website.
3.3. Pay As You Go Plan
As part of the Pay As You Go Plan, the AMP will provide the Traffic Mediation Services to the Publisher on a prepayment basis. As compensation, the AMP will charge for each ( 1000 ) one thousand impressions processed by The Software, according to the following rates:
Type Software fee | 1000 impressions
Popunder USD 0.02
Banner USD 0.0005
Interstitial (Link URL) USD 0.005
IM (JS Code) USD 0.01
Direct link USD 0.01
In-Page Push USD 0.001
Slider (VAST Link URL) USD 0.002
In-Video (VAST Link URL) USD 0.002
Outstream USD 0.002
The AMP that shows real-time statistics for impressions and, therefore, reflects the Publishers’ spending by AMP Reporting System. The AMP can change the Software fee at any time without prior notice to the Publisher.
The fee is automatically debited from the Publisher account balance in real-time. If there are not enough funds on the balance, then the Publisher account is automatically switched to the Revshare Plan.
3.4. Post-Paid Plan
As part of the Post-Paid Plan, the AMP will provide the Traffic Mediation Services to the Publisher on a NET7 basis. In this case, the cost of services will be (10%) ten percent of the amount indicated as the cost column by the AMP Reporting System. The cost for the previous month is finalized every fifth day of the current month.
If the Publisher wishes to switch to Pay As You Go or Revshare Plan, he/she has to make a formal request to our Support Team at support@adspyglass.com.
4. The AdSpyglass Marketplace
4.1. Within the time period specified in the Agreement, AMP will calculate the Publisher its Publisher Earnings for the Web Traffic served on the Publisher’s websites and for which AMP has been paid by the Demand Partners. The Publisher acknowledges that AMP operates as an Ad exchange and is therefore reliant on payment by the Demand Partners to AMP before AMP will pay the Publisher. Accordingly, payment for any AMP Web Traffic served on the Publisher’s websites properties is strictly subject to and conditional upon the payment of Publisher Earnings for the Web Traffic. In the case AMP does not receive any part of the Publisher Earnings, AMP will not make any corresponding payment to the Publisher.
4.2. In the case of using Post-Paid Plan or Pay As You Go, the Publisher Earnings may be taken as compensation for the Traffic Mediation Services provided by AMP.
4.3. In order to receive the Publisher Earnings, the Publisher should keep their Advertising Spots active at the time of the request.
4.4. The payments to the Publisher can be made be-weekly or monthly or upon approval of manual payout request by the finance team within 3 (three) business days not including the requested day via Wire Transfer, Paxum, Payoneer, Paypal, Capitalist, Cryptocurrencies, or any payment systems approved by the parties. To receive a payment, the Publisher must reach the minimum payout limit set up on the Official Website.
4.5. The Publisher is responsible for providing correct payment details. The Publisher confirms that any payment account belongs to him personally or to the legal entity whose official representative he is.
4.6. Non-human, bot, robotic, or suspect and fraudulent traffic, as determined by 3rd party validation tools & services deployed by AMP will not be used for positioning of the Ads and paid for and subject to chargeback.
4.7. The AMP reserves the right to suspend the AdSpyglass Marketplace services if there is a reason to believe or suspect that the Publisher is in breach of this Agreement or other legal obligation (including fraudulent or suspicious activity and bot traffic).
4.8. Taxes and other fees. The Publisher shall be responsible for the payment of all applicable taxes, duties, and levies imposed by the authorities of the country of registration. The Publisher shall ensure compliance with all tax regulations and promptly remit the required tax amounts to the appropriate tax authorities. Any penalties, fines, or interest incurred due to the Publisher's failure to fulfill their tax obligations shall be solely borne by the Publisher.
4.9. The AMP gives the possibility to the Publisher to generate invoices on the Official Website that meet the requirements of the Publisher's country incorporation. The Publisher undertakes to use these invoices in his tax reporting. In addition, the Publisher may choose the option to upload his own invoices. In this case, the Publisher confirms that the invoice meets the requirements of the registration country.
5. Payments for AdSpyglass services
5.1. Payment terms. The AMP undertakes to credit the Publisher account balance within three (3) business days after receiving proof of payment. The Publisher must provide the AMP with proof of payment.
5.2. The currencies of all settlements between the Parties are US Dollars, but by agreement of the parties, settlements can be in Euros.
5.3. Payment will be made on the basis of the invoice in the currency specified in the invoice.
5.4. To converse currencies, Parties will use Exchange Rate of the European Central Bank on the date of the invoice:
https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/eurofxref-graph-usd.en.html
5.5. Invoicing. The profile information must be filled in before using certain payment methods. The Publisher expressly accepts to be solely responsible for providing accurate personal data which is fully and legally compliant for the purposes of invoicing and taxation. The Publisher can download invoices on the Official Website.
5.6. Refunds. The Publisher reserves the right to receive the unused amount of the paid balance if the amount exceeds 100 U.S. dollars. The AMP undertakes to refund unused funds within thirty ( 30 ) business days after receiving a request from the Publisher by email to support@adspyglass.com.
5.7. Credit Card. The AMP guarantees the safety of payments made with a credit card. All credit card payments are non-refundable.
5.8. Publisher is responsible to provide current and accurate payment information to AMP, including any updates (including VAT number validation changes if applied). If Publisher fail to provide this information, Publisher will be financially responsible for the cost of the services rendered by AMP.
5.9. Provided payment details must belong to the owner of the Company and can't belong to the third party.
6. Force majeure
6.1. The Parties are exempt from liability for partial or entire failure to perform their obligations under the Agreement provided such failure resulted from circumstances of extraordinary nature that occurred after the Agreement had been concluded. Such circumstances of extraordinary nature include exclusively the events beyond the control of the Party and the Party is not responsible for their emergence or is not able to avoid or overcome them, in particular floods, fires, earthquakes, volcanic eruptions, tsunamis, accidents of anthropogenic nature, national strikes, international agreements prohibiting operations subject to implementation within the framework of the Agreement, actions (inactions) of state institutions and (or) state officials, illegal activities of third persons. The circumstances eliminating liability from the Party include governmental regulations or decrees of state institutions that make compliance with the obligations by the Parties impossible.
6.2. The Party referring to the circumstances of an extraordinary nature shall inform the other Party in writing within five (5) days on such circumstances of extraordinary nature appearance and prove its emergence with official documents of the relevant chamber of commerce and industry or another competent institution of the relevant country.
6.3. Provided that any of the above-mentioned in clause 6.1 hereof circumstances directly affect fulfillment of obligations in due term stipulated in the Agreement the said term shall be postponed commensurably for the term of the relevant action validity.
7. Personal Data
7.1. Each Party shall comply with its obligations under all data protection laws in respect of the Services and the Software to be provided under this Agreement to each other.
7.2. The Publisher agrees in respect of any such Personal Data supplied to it by the AMP that it shall only act on instructions from the AMP regarding the processing of such Personal Data under this Agreement and shall ensure that appropriate technical and organizational measures shall be taken against unauthorized or unlawful processing of the Personal Data and against accidental loss or destruction of or damage to the Personal Data.
8. Term
This Agreement will commence when AMP approves your registration and shall continue for a period of one year (the “Term”). Thereafter, this Agreement will automatically renew for successive one-year terms.
Termination. Either party may terminate this Agreement at any time upon five days written notice to the other party. AMP may immediately terminate this Agreement if Publisher is in breach of any terms of this Agreement.
9. Survival
All provisions by their nature that are intended to survive termination or expiration of this agreement, including those regarding confidentiality, representations, indemnification, and payment of fees, will survive the termination or expiration of this agreement.
AMP reserves the right, at its discretion, to modify these Terms at any time by posting a notice on the Site.
