Managed Ads Program AgreementLast Modified 3/14/2022
Show.co MAP (Managed Ad Program) Agreement
Terms and Conditions
The following terms and conditions (“Agreement”) govern the advertising services performed or to be performed by Show.co powered by found.ee (“Show.co”) for you (“Advertiser”) as described on any Show.co Managed Ad Program (“MAP”) advertisement campaign order located at https://form.jotform.com/220668099798174 and https://www.show.co/expert-ad-management/ (“Managed Ad Order”) and any subsequent Managed Ad Orders submitted by Advertiser, all of which are hereby incorporated by reference and subject to this Agreement.
To the extent that the terms set forth in any Managed Ad Order conflict with this Agreement, the terms set forth in this Agreement shall apply.
Advertiser will provide Show.co with the content of all logos, graphic files, images, links, or other advertising material (“Content”) to be used by Show.co in creating, distributing or displaying promotional materials, such as banners, for Advertiser, as set forth in the Managed Ad Order (the process of which is referred to as the “Services”, and the resulting promotional materials and display of such, the “Ad Campaign”).
For user-provided design, designated by the selection “I’ll design my own banner” in the Managed Ad Order, Advertiser will provide Show.co with a user-designed banner.
For the Managed Design Plan, designated by the selection “I want you to design my banner” in the Managed Ad Order, Advertiser will provide Show.co with all Content necessary for Show.co to create a single banner.
Show.co requires certain rights with respect to Advertiser’s Content to provide the Services. As such, by submitting a Managed Ad Order, Advertiser grants to Show.co the royalty-free, worldwide, non-exclusive, revocable, transferable, and sublicensable right and license (i) to store, use, modify, alter, adapt, publicly perform, publicly display, reproduce, publish, prepare derivative works and translate the Content, and (ii) use the names and approved likenesses of any artists, bands, producers, songwriters and/or other individuals, as well as track and/or album name, and all artwork related to your Content for the sole purpose of optimizing campaign performance and performing the Services, provided that such use or alterations do not change campaign budget set forth in the Managed Ad Order or other written means mutually agreed upon by Advertiser and Show.co.
Additionally, Show.co desires certain rights to utilize the Advertiser’s Content and resulting Ad Campaign to market the Show.co MAP. Advertiser grants to Show.co the royalty-free, worldwide, non-exclusive, perpetual, irrevocable, transferable, and sublicensable right and license to (i) modify, alter, adapt, publicly perform, publicly display, reproduce, publish, prepare derivative works, and translate the Content, or permit materials relating to the Content, and (ii) use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers, songwriters and/or individuals, as well as track and/or album name, and all artwork related to your Content, in any marketing materials for the sole purpose of promoting and advertising the Show.co MAP.
Show.co shall not, without Advertiser’s prior written consent, make any representations, warranties or other statements concerning Advertiser, Advertiser’s products, services, website, website policies, or the Content. For the avoidance of doubt, Advertiser understands and agrees that any consents provided in the Managed Ad Order or Campaign Proof Approval shall constitute prior written consent as described in the preceding sentence. Each party will notify the other immediately upon discovery of any malfunctioning of the Content, Ad Campaign, or links to Advertiser’s website.
Advertiser hereby waives any and all moral rights in the Content, including without limitation any right to identification of authorship or limitation on subsequent modification that Advertiser (or its employees, agents or consultants) has or may have in the Content or any part thereof as used by Show.co in providing the Services.
Compensation for Advertising Services
Show.co agrees to provide the Services, and Advertiser agrees to pay the total advertising fees listed on the Managed Ad Order. Payments are due upon Advertiser’s submission of the Managed Ad Order unless other payment arrangements are mutually agreed upon by Show.co and Advertiser in the Managed Ad Order. The remedy for any failure to deliver advertising impressions is a make‐good that is mutually agreed upon between Show.co and the Advertiser.
Campaign Termination, Refunds & Non-Refundable Fees
Upon payment, the setup fee (designated by the “Pick a Design Package” selection in the Managed Ad Order) is non-refundable.
Advertiser may cancel a live Ad Campaign at any time by submitting the “Campaign Cancellation Form” provided to the Advertiser on Proof Approval Submission to Show.co. Show.co shall make commercially reasonable efforts to process the cancellation within five (5) business days, with it being understood that it may take an additional twenty-four (24) hours to affect the status change by all Show.co ad partners. Show.co will make commercially reasonable efforts to return any unused advertising budget pertaining to an Ad Campaign cancelled as described above to Advertiser within five (5) business days of Show.co’s receipt of the Campaign Cancellation Form. Such cancelled Ad Campaign may not go live again.
Show.co may immediately terminate this Agreement and/or cancel a live Ad Campaign at its discretion by providing Advertiser with written notice. In the event Show.co terminates the agreement unilaterally, Show.co shall refund to Advertiser all fees paid by Advertiser less any fees actually used by Show.co in providing the Services to Advertiser.
For Managed Ad Orders that are not terminated by either party before the selected end date, refunds will be processed as follows:
- If the remaining Managed Ad Order balance is greater than $20 at the end of the Advertiser-selected end date, Show.co will attempt to spend the remaining balance in subsequent Advertiser campaigns for a period of time that Show.co, in its sole discretion, determines sufficient to provide best campaign results. Only the Managed Ad Order dates will be modified, unless other modification is mutually agreed upon in writing by both parties. Advertiser will be notified of subsequent campaigns via email or other written means, and will be provided campaign results in the same manner as their original Managed Ad Order.
- If the remaining Managed Ad Order balance is equal to or less than $20 at the end of the Advertiser-selected end date, Show.co will make commercially reasonable efforts to refund the remaining ad balance to Advertiser’s original payment method within five (5) business days. Advertiser understands and agrees that it may take up to thirty (30) days for funds to appear to the original payment method.
In order for Show.co to maintain its access to the ad campaign marketplace, Show.co must perform an audit process to the Ad Campaigns in advance to going live (“Audit Process”). The Audit Process shall begin upon Advertiser’s submission of a Managed Ad Order, and Show.co will make commercially reasonable efforts to conduct the Audit Process within twenty-four (24) to forty-eight (48) hours, not including weekends and holidays. There is no guarantee that an Ad Campaign will go live in the same day it is submitted by Advertiser. Ad Campaigns will only go live once clearing the Audit Process, and subsequent Proof Approval Process, as described below.
If an ad campaign fails to clear the Audit Process Show.co will contact the Advertiser via the email address provided in the Managed Ad Order to resolve any Audit Issues. The Managed Ad Order Setup Fee includes 3 audit attempts. If a Managed Ad Order fails to clear the Audit Process after 3 attempts, the Advertiser may terminate the Managed Ad Order through the process defined in “Campaign Termination, Refunds & Non-Refundable Fees”, or may pay a subsequent non-refundable setup fee of $5 per additional audit request.
Proof Approval Process
Upon clearing the Audit Process, the Proof Approval Process shall commence. During the Proof Approval Process, Show.co shall send Advertiser the Ad Campaign and the Proof Approval Submission Form. Upon Advertiser’s receipt of the Ad Campaign and Proof Approval Submission Form, Advertiser shall have thirty (30) days to either (i) request changes by providing Show.co with new content, selecting “Request Edits” in the Proof Approval Submission Form and submitting the form, or (ii) approve the Ad Campaign by selecting “Approve Ad Proof” and submitting the Proof Approval Submission Form.
- Advertiser may only request changes the Ad Campaign during the Proof Approval Process as described above. If such requested changes require new Content, Advertiser must provide Show.co with the new Content at that time. Any request for changes shall trigger the Audit Process and allotted timeline to begin again, and subsequently re-start the Proof Approval Process once Show.co provides the changed Ad Campaign to Advertiser. Advertiser agrees to only submit change requests in good faith. Any requests that are deemed to be frivolous, obscene, or intended to harass Show.co or its agents and employees shall result in immediate termination of this Agreement by Show.co. Advertiser understands and agrees that it may not make changes to a live Ad Campaign; any changes to a live Ad Campaign may only be made by cancelling the existing Ad Campaign and submitting a new Managed Ad Order.
- Show.co shall make commercially reasonable efforts to publish the Ad Campaign within three (3) to five (5) business days of Show.co’s receipt of Advertiser’s approval and the Proof Approval Submission Form.
The Ad Campaigns, including the banners prepared from the Content, will be served, monitored, and delivery validated by the Show.co ad delivery platform and system, managed by Show.co. Ad delivery data, provided by the Show.co ad delivery system, will be considered the accurate number of impressions served by both Show.co and Advertiser.
Compliance with Law; Representations and Warranties
Each party represents and warrants to the other that:
- Each party is authorized to enter into this Agreement on the terms and conditions set forth in this Agreement;
- It does and will comply with all federal and state laws and regulations and obtain and maintain all licenses and registrations applicable to its business, the Content, the operation of its website, and any advertising or promotional activities;
- It will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement; and
- It shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
Show.co further represents and warrants to Advertiser that in providing the Services, Show.co will comply with all applicable telemarketing, anti‐Spam, privacy and do‐not‐call laws and requirements. Show.co follows all Internet Advertising Guidelines and Best Practices – found at iab.net.
Advertiser further represents and warrants to Show.co that:
- Advertiser has the right, authority, and capacity under the applicable law to enter into this Agreement and to comply with the terms and conditions set forth in this Agreement; if Advertiser uses the Service on behalf of any type of entity, Advertiser represents that it has obtained all required legal authorizations necessary to enter into this Agreement;
- Advertiser is at least 18 years old; and in the event Advertiser is under the age of 18, Advertiser has the consent of Advertiser’s parent or guardian, who agrees, on Advertiser’s behalf, that Advertiser will comply with the terms and conditions set forth in this Agreement;
- The Content and/or any websites or content linked to the Ad Campaign will not contain any lewd, obscene, pornographic, hateful, violent, defamatory, or libelous content, will not violate any laws regarding unfair competition, anti‐discrimination, or false advertising, and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines;
- Except as expressly permitted, Advertiser will not copy, redistribute, publish or otherwise exploit materials from the MAP or Service;
- Advertiser owns or controls all of the necessary rights in the Content required to make the grant of rights, licenses, and permissions herein, and is authorized to provide the Content to Show.co for the uses contemplated under this Agreement, including the right to display all copyrights, trademarks, trade names and similar intellectual property;
- Advertiser’s Content or use of the MAP shall not infringe upon or violate any third party privacy rights, publicity rights, copyrights, contract rights or other intellectual property or proprietary rights;
- Advertiser has permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Content) as contemplated by this Agreement; and
- Advertiser shall pay all royalties, fees, and any other amounts owed to third parties with respect to the Content.
In case of default on the performance of any obligation imposed under this Agreement where the default remains uncured by the defaulting Party for ten (10) days after the non‐defaulting Party provides written notice of default, the non-defaulting Party shall have the right to terminate this Agreement, subject to the refund policies set forth in this Agreement.
Best Efforts / No Warranty
Show.co and Advertiser agree to use best efforts to fulfill or meet all conditions and contingencies of this contract, with both understanding that Show.co makes no guarantee of Ad Campaign placement on any particular site or specific web page. Show.co and the Advertiser further agree to meet all performance obligations, conditions and covenants imposed under the terms of this Agreement.
Additional License; IP Rights
Advertiser grants Show.co a revocable, non‐exclusive, non‐transferable worldwide license to use, reproduce, transmit, perform, and, to the extent necessary to comply with its obligations under this Agreement, adapt, during the term of the Managed Ad Order, Advertiser’s names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology whether currently used or which may be developed or used by it in the future (“Marks”) solely for the purpose of displaying the Content and resulting Ad Campaign. Advertiser owns and shall retain all right, title, and interest in its Marks.
Advertiser acknowledges and agrees that the Show.co MAP and Service contain valuable trade secrets and other intellectual property of Show.co and its suppliers. The MAP and Service are licensed and not sold to Advertiser, and no title or ownership to such Show.co or its suppliers intellectual property or the intellectual property rights embodied therein passes to Advertiser as a result of this Agreement.
Advertiser may not assign or transfer this Agreement without obtaining Show.co’s prior written consent, and any purported assignment or transfer by Advertiser in violation of this Agreement will be null and void. Show.co may assign its rights and obligations under this Agreement at any time to any party.
Limitation of Liability
In no event shall Show.co be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Services, with the delay or inability to use the Services or related websites, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Services, or otherwise arising out of the use of the Service, whether based on contract, tort, negligence, strict liability, or otherwise, even if Show.co has been advised of the possibility of damages.
Advertiser hereby agree to indemnify, defend, and hold Show.co harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by Advertiser in this Agreement, including, but not limited to, any Claims made any other party for any use or misuse of any other forms of intellectual property or proprietary rights in the Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. Advertiser agrees to reimburse Show.co, on demand, for any payment made by Show.co at any time with respect to any Claims to which the foregoing indemnity applies.
If Show.co makes an indemnification request to Advertiser under this Section, Show.co may permit Advertiser to control the defense, disposition or settlement of the matter at Advertiser’s own expenses, provided that Advertiser shall not, without Show.co’s prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by Show.co or imposes any conditions or obligations on Show.co other than the payment of monies that are readily measurable for purposes of determining Advertiser’s monetary indemnification or reimbursement obligations to Show.co. If Show.co, in its reasonable and good faith judgment concludes that Advertiser is not capable of defending Advertiser or Show.co’s interests against any Claims, then Show.co shall have the option to control the defense in any matter or litigation through counsel of Show.co’s own choosing to defend against any such Claim for which Advertiser owes Show.co an indemnification, and the costs of such counsel, as well as any court costs, shall be at Advertiser’s expense.
Choice of Law
This Agreement will be governed by the laws of Oregon without giving effect to any conflicts of law principles that may require the application of the laws of a different country. All actions or proceedings arising under or related to this Agreement must be brought in courts located in Multnomah County, Oregon, and each party hereby agrees to irrevocably submit to the jurisdiction and venue of any such court in all such actions or proceedings.
Digital Millennium Copyright Act (DMCA) Policy
Show.co respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask Advertiser to do the same. Infringing activity will not be tolerated on or through the MAP.
Show.co’s intellectual property policy is to (1) remove material that Show.co believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and (2) remove Content and Ad Campaigns distributed via the Service by “repeat infringers.” Show.co considers a “repeat infringer” to be any Advertiser that has uploaded Content and for whom Show.co has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such Content. Show.co has discretion, however, to terminate the account or permission to access MAP and the Service of any Advertiser after receipt of a single notification of claimed infringement or upon Show.co’s own determination.
Procedure for Reporting Claimed Infringement. If Advertiser believes that any Content made available on or through the MAP or Service, or any Show.co service have been used or exploited in a manner that infringes an intellectual property right Advertiser owns or controls, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Advertiser’s communication must include substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
- Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
- Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Show.co to locate the material;
- Information reasonably sufficient to permit Show.co to contact Advertiser, such as an address, telephone number, and, if available, an electronic mail address at which Advertiser may be contacted;
- A statement that Advertiser has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that Advertiser are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Advertiser should consult with its own lawyer and/or see 17 U.S.C. § 512 to confirm Advertiser’s obligations to provide a valid notice of claimed infringement.
Designated Agent Contact Information. Show.co’s Designated Agent for notices of claimed infringement can be contacted at:
Via E-mail: email@example.com
Via U.S. Mail : Attn: Joel Andrew, 9600 NE Cascades Parkway Suite 180, Portland, OR 97220
Counter Notification. If Advertiser receives a notification from Show.co that material made available by Advertiser on or through the MAP or Service or any Show.co service has been the subject of a Notification of Claimed Infringement, then Advertiser will have the right to provide Show.co with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Show.co’s Designated Agent through one of the methods identified above, and include substantially the following information:
- Advertiser’s physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Advertiser’s name, address, and telephone number, and a statement that Advertiser consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if Advertiser’s address is outside of the United States, for any judicial district in which Show.co may be found, and that Advertiser will accept service of process from the person who provided notification under this Agreement above or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Show.co] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f). Show.co reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this section should be sent to the Designated Agent at the e-mail or postal address set forth above.
9600 NE Cascades Pkwy
Portland, OR 97220