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Terms & Conditions



1. ADVERTISER TERMS (apply only to advertiser accounts)

I. ADVERTISING CONTENT

a. When you participate as an Advertiser, you agree that you will NOT use our services to display advertisements that:
* Are not related to gaming, for example, for cell phones, credit cards, insurance, or consumer products.
* Are relevant only to publishers of gaming web sites, for example, business opportunities or webmaster services.
* Contain strong visual violence, nudity, or vulgarity.
* Advertise MMOG leveling/gold/item stores or services.
* Are visually irritating, for example contain strong flashing, excessive color changing, etc.
* Advertise gambling.
* Contain malware, viruses, or other destructive software.

b. We reserve the right to review all ads prior to display and may block or remove any ad that fails to meet these rules, in our discretion.
c. A participating Publisher may, on its own and as its own decision, choose to block specific advertisements. We do not control that action.

II. PAYMENTS AND BILLING

a. Bids for ad placements are accepted as described in the FAQ.
b. All advertising must be prepaid with a minimum deposit of US$10. You will be able to adjust your site selection and bids, and your advertisements will display, subject to availability of ad space, until the balance in Your account is used up.
c. Minimum bid requirement for any web site may be changed at any time. If new minimum bid exceeds Your current bid, the ad will pause until You confirm the bid increase.
d. We may adjust your bids and site selection when You give Us instructions to look after Your ad campaigns.

III. TERMINATION

a. You can end your participation in our Services at any time. If you decide to do so, you must provide notice to Us.
b. We can cancel your account and end this Agreement with you at any time, for any reason, by sending notice to the email address you have indicated on Your registration.
c. Any unspent advertiser account balance will be refunded upon Your request or if We cancel your account under 2.III.b. Volume payment bonuses, publisher transfer bonuses, any other bonuses, as well as PayPal or bank payment processing fees will be deducted in event of such refund.
d. Accounts that have not displayed any
ads for two years may be deactivated without notice. Any unspent account balance in such accounts will be expired.

2. PUBLISHER TERMS (apply only to publisher accounts)

I. BANNER PLACEMENT

a. When you participate as a Publisher you agree that:
* Your web site does not contain excessive profanity, racism, pornography, content which violates applicable laws or infringes copyright or any other party's intellectual property rights.
* You will embed SMA ad tags or code on your web pages only in accordance with the SMA specifications:
* You will not display SMA ad tags on sites that have not been approved by Us.
* You will add sufficient spacing between SMA banners and page content to minimize accidental clicks.
* You will not place SMA ad tags into self-reloading frames or similar devices without Our permission.
* You will not conceal SMA banners from full view using layers, hidden frames or any other devices.
* You will not inflate click thru rates artificially by clicking on ads yourself or by asking someone else to do so, by encouraging site visitors to click thru, by using automated software or scripts that simulate clicks, or by any other means.
* You will not engage in any practice or action that manipulates or abuses SMA's platform, system or participants.
* Use of other gaming networks to sell advertising space on a web site which has its advertising space being sold by SMA is subject to Our mutual agreement.
* Although you may conduct direct sales with your other advertising clients, you agree not to contact SMA advertisers directly.
* You will provide notice to Us if you choose to remove one or all SMA ad tags from your web site.
* Exemption from any rules must be signed between You and Us in writing.
* You will post a privacy policy on your web site as required by law or industry best practice.
b. We reserve the right to reject any application for participation based on Our review of Your web pages.

II. PAYMENT TERMS

a. Monthly publisher payments are sent on the first day of each calendar month via PayPal and on the first working day of each calendar month via bank check. PayPal payments have no sending or receiving fees attached and bank check cost US$50 per transaction.
b. A publisher's payment per click is calculated at 80% of the successful bid price. However, due to bonus credits issued to advertisers, it ends up being approximately 85% of the monies paid to SMA by the advertisers. And if a publisher elects to transfer payments owed to its advertiser account (for which it receives a 20% bonus), the publisher's share of the monies paid to SMA by the advertisers is approximately 85.
c. Minimum publisher payment / transfer amount is US$50. If no payout or transfer is requested by the publisher, its account balance will accumulate.
d. Publisher account balance will expire after one year of account inactivity.

III. TERMINATION

a. You can end your participation in our Services at any time. If you decide to do so, you must provide notice to Us.
b. We can cancel your account and end this Agreement with you at any time, for any reason, by sending notice to the email address you have indicated on Your registration.
c. If no rules under 3.I.a. were violated and the balance of terminated account is over US$50, final payment will be sent on the usual monthly date or upon termination.

3. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:
o You have the authority to enter into this Agreement with Us.
o You are at least eighteen years old. If you are younger than eighteen, you must contact us directly via the contact form on the SMA website for alternative, quick approval.
o The registration and account information You have given Us is accurate and complete.
o The content You provide as you participate, whether that content is Advertising or on a web Site, and Your participation does not violate any applicable law or any third party's rights, including but not limited to intellectual property or privacy rights.
o You will not interfere with or rig the bidding system or click counts in any way, either by technological means or by agreement with other individuals.

4. LIABILITIES

. Indemnification.
?им If any other party should make a claim against Us or sue Us based on Your participation in Our services and that participation violates this Agreement, You agree that you will indemnify Us for all costs associated with defending against the claim as well as all resulting damages.
?им If any party makes a claim against You or sues You based on Our conduct under this Agreement and that conduct has been grossly negligent or is willful misconduct, then we will indemnify You for all costs associated with defending the claim as well as any resulting damages.
?им These indemnification promises will not be valid unless the party that the claim or suit is brought against promptly notifies the other and cooperates fully in the defense of the claim.
a. No Guarantee. We make no guarantee regarding the level of impressions or clicks or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, We do not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond our control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services.
b. Intellectual Property Rights; Confidentiality. You will not reverse engineer or otherwise interfere with Our Intellectual Property Rights in the SMA Platform. You will not use our marks or copyrighted materials for commercial purposes without getting our written permission first. You will not reveal any Confidential Information except as required by law. Our Confidential Information includes any information about of how our platforms and bidding system work that we have not made public on Our web site, the details of any bid or payment calculation, or any information designated as Confidential. We will respect Your bids, the details of Your participation, and Your account and payment information as Confidential and not disclose except as required by law.
c. No Warranty. UBM MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ITS SERVICES AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
d. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO YOUR PARTICIPATION, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) UBM'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY UBM TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

5. OTHER TERMS

. Publicity. We may ask permission to publish Your name as a participant. If you agree to that request, you grant us any trademark or other rights or licenses necessary to do so on a global basis.
a. We may assign this Agreement without Your consent in two circumstances: We may transfer to one of our affiliated companies or we may transfer it to an unaffiliated companies that acquires, by sale merger or otherwise, the business assets or the Service, in whole or in part.
b. Online advertising is an evolving commercial activity. We can modify general terms and conditions at any time, effective within seven calendar days after We publish the change on our web site. Your continued participation in Our Services means you accept the new terms.
c. This Agreement shall be governed by the laws of Michigan, except for its conflicts of laws principles.
d. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Southfield, Michigan. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
e. We are not partners with You and these services are not offered as a joint venture with You. We do not Act as your agent for any purpose. You and SMA are independent contractors to each other.