DTXplatform - Terms for Publishers

Publishers Terms And Conditions

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.

The signatory of this Agreement represents that he or she has full power and authority to sign this Agreement.

DTXplatform Limited Liability Company (DTXplatform) is a company incorporated and registered in United States, having its registered address at 447 Broadway, 2nd Floor Suite 279,New York 10013, United States.

The given Traffic Service Agreement (hereinafter referred to as the Agreement) shall take effect between the following parties as of the Effective date:

the Publisher on the one hand, and the company DTXplatform LLC (the *DTX*) on the other hand, collectively referred to as the Parties and each individually as the Party, being collectively governed by the following:

1. Definitions

1.1. The Official Website is the website on the Internet where the Software is published, namely: https://www.dtxplatform.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. 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.

1.4. 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.

1.5. The DTX Reporting System is a reporting API URL and API provided by DTX that shows real-time statistics on impressions and/or revenue generated.

1.6. 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.

1.7. 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.

1.8. 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.

1.9. 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.

1.10. 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 DTXplatform RTB/Marketplace is a service that connects the Publisher with Demand Partners integrated directly into DTXplatform DTX to place the advertisements on the website in order to get the Publisher Earnings

1.13. The Demand Partners are the third-party vendors who purchase advertising inventory on the sites through DTXplatform Marketplace.

1.14. The Publisher Earnings are the advertising cost that is paid for the Web Traffic on the Publisher website purchased by Demand Partner through the DTXplatform RTB/Marketplace.

2. Services Provision

2.1. The DTX agrees to provide the Traffic DIRECT/RTB/Marketplace 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 DTX reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause.

2.2. The Traffic DIRECT/RTB/Marketplace 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 DTX 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 RTB/Marketplace 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 DIRECT/RTB/Marketplace Services. The Publisher bears full responsibility for the codes and URL setup to the website.

2.3.4. The DTX 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 DTX 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 DTX 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 DTX 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 DTX 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:

*Exploitation and sexualization of minors;

*High-risk investments, rapid enrichment schemes, and financial pyramids;

*Promoting illegal activities;

*Drugs, digital drugs;

*Knowingly false information;

*Weapons and explosives;

*A call to join religious groups and participate in religious ceremonies;

*Intentional self-harm, mutilation, suicide propaganda;

*The spread of the illicit trade in human organs;

*Escort services;

*Goods and services against human rights and freedoms;

*Publications containing hostile statements or attacks on an individual, or organization based on:

*Publications containing a direct or hidden context of threat, harassment, and violence;

*Hate speech, criminal or terrorist-related content;

*Mentioning of events or customs that cause harm to a person in a degrading, unfriendly, or offensive manner;

*Content related to hacking into computer systems, and programs;

*Fake tech support services;

*Pages that include browser/tab lockers, hidden redirects, or parent page redirects;

*Any other illegal goods, services, or transactions.

2.6. The Publisher is the owner or is licensed to use the Content Materials.

2.7. The DTX 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 DTX is not responsible for any profit losses with regard to the Traffic Services usage.

2.8. The DTX responsibility. The DTX is not responsible for the quality of the Promotional Materials from the third parties. The DTX undertakes to provide to the Publisher the full list of abilities to disable or manage any third parties Creatives.The DTX is not responsible for the performance of third parties, as well as any of the statistical data provided by these third parties.

3. The DTXplatform DIRECT/RTB/Marketplace.

3.1. Within the time period specified in the Agreement, DTX will calculate the Publisher its Publisher Earnings for the Web Traffic served on the Publisher’s websites and for which DTX has been paid by the Demand Partners. The Publisher acknowledges that DTX operates as an Ad exchange and is therefore reliant on payment by the Demand Partners to DTX before DTX will pay the Publisher. Accordingly, payment for any DTX Web Traffic served on the Publishers websites properties is strictly subject to and conditional upon the payment of Publisher Earnings for the Web Traffic. In the case DTX does not receive any part of the Publisher Earnings, DTX will not make any corresponding payment to the Publisher.

3.2. In order to receive the Publisher Earnings, the Publisher should keep their Advertising Spots active at the time of the request.

3.3. 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.

3.4. To proceed with the payment to the Publisher it's needed to provide all necessary documentation ( including but not limited to invoice, agreement, W8/W9 form, KYC procedure documentation).

3.5. 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.

3.6. Non-human, bot, robotic, or suspect and fraudulent traffic, as determined by 3rd party validation tools & services deployed by DTX will not be used for positioning of the Ads and paid for and subject to chargeback.

3.7. The DTX reserves the right to suspend the DTXplatform DIRECT/RTB/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).

3.8. Taxes and other fees. All payments do not include taxes, duties, fees, and other amounts assessed or imposed by any government entity or banks. The Publisher bears all payment costs in connection with funds transfers.

3.9. The DTX 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.

4. Force majeure

4.1. 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.

4.2. 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.

4.3. Provided that any of the above-mentioned in clause 4.1 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.

5. Personal Data

5.1. 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.

5.2. The Publisher agrees in respect of any such Personal Data supplied to it by the DTX that it shall only act on instructions from the DTX 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.

6. Termination

The term of this Agreement shall commence upon the Effective Date and continue until terminated by either Publisher or DTX. Each party may terminate this Agreement upon written notice sent to the other party 48 hours before termination takes place. In the event of the detected fraudulent activity carried out by The Publisher as specified in clause 2.7 hereof, The DTX may terminate this Agreement immediately without prior notice.

7. Miscellaneous

7.1. The Parties agreed that the following things are in due form and entail legal effect for the Parties:

the Agreement may be concluded by the Parties by means of exchange of the copies of the Agreement, including scanned versions of the documentation signed by the duly authorized representative of the Party also if such copies were sent by email;

all documentation connected with the execution of the Agreement including letters, notifications, invoices, etc. may be sent by email in the form of scanned documents duly signed by the authorized person.

7.2. Any notification to the Party shall be considered due if:

it is sent to the Party at the email specified below herein or other email agreed by Parties via letters exchanged by means of corporate emails of the Parties;

it is sent to a Party in writing at the latest address known to other Party;

it is delivered to a Party personally by the representative of the other Party.