Terms of Service

TheQBee Ad Network Partner’s Terms and Conditions ("Terms"), any addenda attached hereto, which are hereby incorporated by reference ("Addenda"), and any inventory purchase agreement entered by the parties ("IPC") (collectively, the "Agreement"), between TheQBee Ad Network and its affiliates, ("TheQBee Ad Network"), and the individual or entity entering into this Agreement ("Publisher") shall govern the Publisher's participation in the TheQBee Ad Network. In the event of any inconsistency between the Terms, the Addenda and an IPC, the following order of precedence shall apply: the IPC, followed by the Addenda, followed by the Terms. Capitalized terms not defined herein shall have the meanings assigned to them in the Addenda.

1. DEFINITIONS.

"Action" means a specific activity that is required to qualify for the payment of the display of a Creative, i.e., click, purchase, registration, etc., which activity will be set forth in the IPC or in the associated online program.

"TheQBee Ad Network" means the third party websites through which TheQBee Ad Network can distribute Creatives, including the Display Network, Video Network and Sponsored Listings Network.

"CPA" means a campaign for which the Publisher shall be paid on a cost per Action basis.

"CPC" means a campaign for which the Publisher shall be paid on a cost per Unique Click basis.

"CPM" means a campaign for which the Publisher shall be paid on a cost per thousand Impressions basis.

"Creative" means advertising materials of any type used under this Agreement, including, but not limited to, buttons, banners, text-links, pop-ups, pop-unders, Display Creatives, Sponsored Listings Creatives and Video Creatives.

"Display Creative" means a graphic image or media object used as an advertisement.

"Display Network" means the third party websites through which TheQBee Ad Network distributes Display Creatives.

"Impression" means an instance in which a Creative is served to, and received by, a Unique Visitor on the Publisher Website as measured by TheQBee Ad Network, not including automated page refreshes. Notwithstanding the foregoing a Video Creative served with any companion banner shall count as a single Impression as measured by TheQBee Ad Network.

"Invalid Click" means any click on a Creative that (i) causes the web surfer to reach a destination other than the intended destination (an incorrect redirect), which may be caused by a server malfunction on the Publisher Website, or because of alterations made by the Publisher or erroneous coding placed on the Publisher Website; or (ii) results from applying repeated manual or mechanically automated clicks on mouse or keyboard or any other non-human click generation processes (including but without limitation to robots, spiders, scripts or other software) as well as all other clicks resulting from methods that TheQBee Ad Network determines to be fraudulent in nature, or resulting from incentives or misleading or coercive means.

"Net Revenue" means, with respect to any particular period of time, the amount invoiced by TheQBee Ad Network to advertisers with respect to Creatives on the Publisher Website, less the following deductions: (i) transaction fees, (ii) third party campaign referral fees and commissions, (iii) applicable ad serving and technology fees paid to third parties, (iv) fees paid by advertisers for training and implementation services, and (v) Invalid Clicks.

"Revenue Share" means, with respect to a campaign for which payment is based upon a percentage of Net Revenue, an amount equal to the product of (i) the Net Revenue during the applicable calendar month, multiplied by (ii) the applicable revenue share percentage payout rate.

"Network Tags" means scripts provided by TheQBee Ad Network that are designed to be inserted into the code of the Publisher Pages, which scripts communicate with servers designated by TheQBee Ad Network and request transmission from those servers of Creatives.

"Marks" means a party's trademarks, service marks, logos and trade dress.

"Publisher Page" means a web page on the Publisher Website.

"Publisher Website" means a website, application, or other media owned or operated by the Publisher, or on which the Publisher is otherwise legally authorized to act in the manner contemplated by this Agreement.

"Sponsored Listings Network" means the third party websites through which TheQBee Ad Network distributes Sponsored Listings Creatives.

"Sponsored Listings Creative" means a text-based reference to an advertiser's products or services, which includes a link to such an advertiser's website, and which may also include an image and/or logo.

"Unique Click" means an instance in which a person viewing the Publisher Website, as identified by cookie or IP address, clicks on a Creative, as measured by TheQBee Ad Network (provided however, that a click on a specific Display Creative by a particular person shall only be counted as a Unique Click once every 1-hour period).

"Unique Visitor" shall mean a visitor to the Publisher Website as identified by TheQBee Ad Network based on such visitor's IP address.

"User Interface" means an online tool provided by TheQBee Ad Network through which Publishers may access reports and such other campaign management functions as may be available from time to time.

"Video Creative" means a broadband video advertising unit as more fully described in the IAB Digital Video In-Stream Ad Format Guidelines.

"Video Network" means the third party websites through which TheQBee Ad Network distributes Video Creatives.

2. IMPLEMENTATION.

a) Network Tags. TheQBee Ad Network requires the placement of Network Tags on the Publisher Websites participating in the TheQBee Ad Network. The Publisher shall use reasonable efforts to promptly place and enable the Network Tags.

b) License Grant. Subject to the terms and conditions of this Agreement, TheQBee Ad Network grants to the Publisher a limited, non-transferable, non-exclusive, non-sub-licensable right and license to use the Network Tags and display Creatives on the Publisher Website, solely for the purposes of performance of this Agreement and solely during the term thereof.

c) Restrictions; Prohibited Activities. The Publisher shall not do any of the following: (i) Place the Network Tags on any Publisher Website that has not been specifically approved for participation in the TheQBee Ad Network. Approved Publisher Websites will be specified in the IPC or online program. In addition, TheQBee Ad Network may approve additional Publisher Pages or Publisher Websites in writing (with email being sufficient) in its sole discretion. (ii) Alter, reverse engineer, decompile, disassemble, sell, rent, lease, sublicense, transfer, or otherwise make available the Network Tags or Creatives or any copies thereof to any third party, or create derivative works from them. (iii) Copy the Network Tags or Creatives, except for performance of this Agreement or for backup, archival and disaster recovery purposes. (iv) Place Network Tags on blank web pages or on web pages with no content; stack Creatives (e.g. place on top of one another so that more than 2 ads are next to each other), or in a fashion that may be deceptive to the visitor in that it causes the Creatives to look like editorial content. (v) Serve Creatives from any location other than the TheQBee Ad Network server (stored images that are loaded from a different location will not count towards any statistic or payment). (vi) Induce persons to click on Creatives based on incentives (e.g. reward programs). (vii) Use unsolicited email to promote Creatives. (viii) Use autospawning browsers, or automatic redirecting of visitors, blind text links, misleading links, forced clicks (i.e. requiring a visitor to click on a Creative because their browser has been hijacked, or because a Creative has been altered so that it is impossible to close without clicking it); or any other method that may lead to artificially high numbers of delivered clicks. The Publisher recognizes that a breach of any of these conditions could result in immediate, extraordinary, and irreparable damage to TheQBee Ad Network and its relationships with its advertising clients, and that the extent of the damages may be difficult to measure. Upon a determination by TheQBee Ad Network, in its sole discretion, that the Publisher has violated any of the foregoing conditions, the Publisher agrees that TheQBee Ad Network may, in addition to other legal remedies, assess liquidated damages of up to $1,000.00 per occurrence of each such violation, and that such liquidated damages are reasonable.

d) Prohibited Content. TheQBee Ad Network does not accept any Publisher Websites that contain the following content: (i) any content that contains or promotes concepts that are hateful or disparaging towards any race, religion, gender, sexual orientation or nationality; (ii) any content that promotes firearms, bombs and other weapons or how-to guides for any of the above; (iii) Any content that contains or promotes illegal activities, including, but not limited to hacking, phreaking and online gambling; (iv) any content that contains or promotes pornography or graphic sexual depictions; (v) any content that contains, promotes or links to indecent, obscene or highly explosive subject matter; (vi) Any content that facilitates or promotes illegal file-sharing (MP3s, copyright protected video, or the equivalent) (collectively referred to as the "Prohibited Content"). Publisher represents and warrants that during the term of this agreement none of the Publisher Websites on which it places Creatives shall contain or promote any Prohibited Content.

e) Ownership Rights. Except for the limited license rights expressly granted to the Publisher in this Agreement, TheQBee Ad Network retains all rights, titles and interests in and to the TheQBee Ad Network, the technology utilized by TheQBee Ad Network to operate the TheQBee Ad Network, the Network Tags, and the Creatives, including but not limited to all patent, trademark, copyright, trade secret, and all other intellectual property rights therein.

f) Publisher Responsibilities. The Publisher is solely responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems, and third-party services (e.g., Internet access) necessary to (i) operate the Publisher Website, (ii) use the Network Tags, (iii) display the Creatives, and (iv) access and use the TheQBee Ad Network services.

3. PAYMENT.

a) General. Payment to the Publisher shall initially be based on the payment terms and rates set forth in the applicable Addenda, IPC, or program selected by the Publisher in the User Interface (e.g., CPM, CPC, CPA, Revenue Share) . TheQBee Ad Network may from time to time modify such payment rates based on its then-current rates upon providing written notice to the Publisher. If the Publisher has not signed an IPC or applicable Addenda containing a specific payout program rate, payment rates for Creatives will be based upon TheQBee Ad Network's then-current default RON (run of network) rates, as may be modified by TheQBee Ad Network from time to time. Unless otherwise set forth in the applicable Addenda or IPC, Payments shall be made by TheQBee Ad Network no later than the 45th day after the end of the month in which revenue was earned by TheQBee Ad Network. The Publisher may be paid at the account level (i.e., if the Publisher has multiple accounts, each account may be evaluated independently). No checks will be issued for any amounts less than $100 U.S.D. All un-issued earnings will roll over to the next pay period in which the amounts due exceed $100 U.S.D. Any dispute regarding a payment hereunder must be submitted to TheQBee Ad Network in writing within sixty (60) days of such payment or it shall be deemed waived. To ensure timely payments, the Publisher must notify TheQBee Ad Network at billing@theqbee.com of any changes to their account information, including change of address, phone or email address. If the Publisher has failed to notify TheQBee Ad Network of changes in the Publisher's account information, causing TheQBee Ad Network to be unable to notify the Publisher in writing, then this Agreement shall terminate without notice, and all payments due to the Publisher shall be governed by the uncashed check provision below as if the payments due have been in the form of an uncashed check.

b) Withholding Payment. TheQBee Ad Network reserves the right to withhold payment from the Publisher if the Publisher has engaged in activity that is deceptive or fraudulent in nature as determined by TheQBee Ad Network in its sole discretion. Examples of such deceptive or fraudulent acts may include, but not be limited to, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs. In addition, with respect to Display Creatives, in no event may more than five percent (5%) of Unique Visitors for any payout calculation come from one IP address. Impressions that are served but are not received due to end user blocking technology or software (e.g., pop-up blocking software) shall not count towards any payout calculation.

c) Taxes. TheQBee Ad Network assumes no responsibility for paying income taxes on behalf of the Publisher. By participating in the TheQBee Ad Network, the Publisher assumes complete and sole responsibility for any taxes owed as a consequence of such participation and agrees to indemnify and hold TheQBee Ad Network harmless from such taxes.

d) In case any technical issues at TheQBee Ad Network result in money loss, a client is entitled to request a refund. The maximum amount of the refund may not exceed 50% of the client's latest monthly payment.

4. COUNTING.

TheQBee Ad Network shall have the responsibility in its absolute and sole discretion for the calculation of statistics and payments, including, but not limited to, Impressions, Unique Clicks, Actions, and revenue generated on or through the Publisher Website, as applicable.

5. USE OF DATA AND PRIVACY.

TheQBee Ad Network receives data regarding end users (e.g. IP address, cookie information) in connection with the performance of its obligations under this Agreement. As expressly stated in any applicable Addenda, all such data is non-personally identifiable. The Publisher represents and warrants that, at all times during the term of this Agreement: (a) it shall maintain a posted privacy policy accessible by direct link from the Publisher Website's home page that complies with all applicable laws and regulations, and shall abide by such privacy policy; (b) such privacy policy shall: (i) disclose that the Publisher allows third parties to serve advertising within the Publisher Website; and (ii) disclose the type of information collected by such third parties. TheQBee Ad Network may from time to time require the Publisher to provide specific additional notice mechanisms consistent with applicable laws or industry self-regulations for the purpose of providing end users with information and choices in connection with online advertising.

6. TERM; TERMINATION.

This Agreement shall terminate and renew in accordance with the term and termination provisions of the applicable Addenda and/or IPC. Upon termination, any licenses granted by TheQBee Ad Network hereunder shall immediately terminate and the Publisher must remove all Network Tags from the Publisher Website and cease delivery of any and all Creatives. In the case of termination, TheQBee Ad Network will pay the Publisher all uncontested amounts due during the next billing cycle. The following Sections of the Agreement, and those which by their nature are ongoing obligations, shall survive any expiration or termination of this Agreement: 4, 5, 6, 7, 8, 9, 10(ii) and 11 through 18.

7. LIMITATION OF LIABILITY.

THEQBEE AD NETWORK WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF THEQBEE AD NETWORK WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THEQBEE AD NETWORK'S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE AMOUNTS PAID OR OWED UNDER THIS AGREEMENT BY EITHER PARTY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THEQBEE AD NETWORK MORE THAN ONE YEAR AFTER THE DATE OF SERVICE UNDER THIS AGREEMENT.

8. INDEMNIFICATION.

a) Publisher. The Publisher hereby agrees to defend, settle and pay damages on behalf of TheQBee Ad Network and its officers, directors, agents, affiliates and employees associated with any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (i) for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Website (except for Creatives supplied by TheQBee Ad Network, unless such Creatives were modified by the Publisher without the express written consent of TheQBee Ad Network); (ii) arising out of any material breach by the Publisher of any term, condition, representation or warranty under this or any other agreement with TheQBee Ad Network; or (iii) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher's Website (other than through a Creative supplied by TheQBee Ad Network, unless such Creative was modified by the Publisher without the express written consent of TheQBee Ad Network).

b) Indemnification Procedures. Any claim for indemnification hereunder shall be subject to the following provisions: (i) the indemnifying party shall be given prompt written notice of the claim by the indemnified party, provided that any delay in providing notice shall not relieve the indemnifying party of its indemnity obligations under this Agreement unless, and only to the extent, the indemnifying party was prejudiced by the delay; (ii) the indemnifying party shall have the right to control the defense and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the indemnified party may be made without the express written consent of the indemnified party; and (iii) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel at the indemnifying party's cost and expense.

9. CONFIDENTIALITY.

Each party ("Discloser") acknowledges that during the performance of its obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other party ("Recipient").

a) Defined. "Confidential Information" means information regarding Discloser's trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now- existing or future non-disclosure agreement between the parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature.

b) Obligations. Recipient agrees that it will not disclose any Confidential Information to anyone except an employee, agent or advisor (collectively, "Representatives") who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section, and that it will not use Confidential Information for any purpose not permitted under this Agreement. Recipient will protect the Confidential Information in the same manner it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.

c) Exceptions. The foregoing obligations shall not apply to the extent Confidential Information must be disclosed by Recipient to comply with any requirement of law or order of a court or administrative body (provided that Recipient agrees to notify Discloser of the issuance of such order as soon as practicable, to reasonably cooperate with Discloser (at Discloser's expense) in its efforts to convince the court or administrative body to restrict disclosure), and to disclose only the portion of such information that it is legally required to disclose. "Confidential Information" does not include information that: (ii) is known to or in the possession of Recipient prior to its disclosure to Recipient hereunder, as evidenced by the Recipient's written records; (iii) is or becomes known or generally available to the public through no act or omission of Recipient or its Representatives in breach of this Agreement; (iv) is made available free of any legal restriction to Recipient by a third party ; or (iv) is independently developed by Recipient without use of or reference to Confidential Information. Notwithstanding anything to the contrary in this Agreement, TheQBee Ad Network may use and disclose any aggregate information (i.e. information that does not identify or relate specifically to Publisher), which it has collected or received in providing the service, to the extent necessary to perform, enhance or improve its services and/or for TheQBee Ad Network's business and marketing purposes.

10. MARKS USAGE.

The Publisher authorizes TheQBee Ad Network to disclose its membership in the TheQBee Ad Network and grants TheQBee Ad Network a non-exclusive, worldwide, royalty-free right and license to use, reproduce and display : (i) The Publisher's Marks in connection with TheQBee Ad Network's sales materials and presentations and as otherwise needed to perform its obligations under this Agreement; and (ii) The Publisher's Marks and statistics relating to the performance of a particular advertiser or agency's Creative on the Publisher Website, to such advertiser or agency. In addition, the Publisher agrees that TheQBee Ad Network may sublicense the foregoing rights to third party partners procuring Creatives on its behalf. The Publisher may not disclose its membership in the TheQBee Ad Network or use TheQBee Ad Network's Marks without the prior written consent of TheQBee Ad Network.

11. ENTIRE AGREEMENT; ASSIGNMENT.

This Agreement, as and if amended, and the associated IPC, shall constitute the entire and only agreement between the parties regarding Publisher's participation in the TheQBee Ad Network, and shall supersede all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder. Publisher may not assign this Agreement or any IPC without the prior written consent of TheQBee Ad Network, which consent shall not be unreasonably withheld. Any assignment by the Publisher without such consent shall be void ab initio. This Agreement shall inure to the benefit of all permitted successors and assigns.

12. REPRESENTATIONS AND WARRANTIES.

a) Both Parties. Each party represents and warrants to the other that (i) it has the full right, power, and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when agreed to.

b) Publisher. Publisher represents and warrants that (i) it is legally authorized to place the Network Tags on the Publisher Website and to perform its obligations herein with respect to the Publisher Website; and (ii) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, rules and regulations.

c) TheQBee Ad Network. TheQBee Ad Network represents and warrants that it (i) has all necessary licenses and clearances to use and permit Publisher to use the Network Tags and Creatives in the manner authorized by this Agreement, and (ii) will comply with all applicable laws, rules and regulations relevant to the performance of its obligations under this Agreement.

13. MODIFICATIONS.

TheQBee Ad Network shall have the right to change, modify or amend these Terms, in whole or in part, by posting revised Terms on its website at least five (5) days prior to the effective date of such change. Publisher's continued use of the TheQBee Ad Network after the effective date of such change shall be deemed Publisher's acceptance of the revised Terms.

14. WARRANTIES; DISCLAIMER.

NEITHER PARTY MAKES ANY WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE AND ALL SUCH WARRANTIES ARE DISCLAIMED, EXCEPT AS EXPRESSLY SET FORTH HEREIN. PUBLISHER UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF REVENUE, OR ANY REVENUE, WILL BE GENERATED AS A RESULT OF THIS AGREEMENT.

15. GOVERNING LAW; VENUE

This Agreement will be governed by and construed in accordance with the substantive laws of the State of New York without regard to its conflict of law principles. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts situated in the city of New York, New York in connection with any action arising between the parties.

16. SEVERABILITY AND WAIVER; CAPTIONS.

If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. Any waiver (express or implied) or delay by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. The captions appearing in this Agreement are inserted only as a matter of convenience. This Agreement shall be interpreted as if drafted jointly by the parties.

17. FORCE MAJEURE.

Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes ("Force Majeure").

18. NOTICES.

Notices may be provided via e-mail, fax, or other written means and will be effective immediately.

DISPLAY NETWORK AND VIDEO NETWORK ADDENDUM

The following addendum supplements the Terms and applies to the delivery of Display Creatives and Video Creatives.

Content; Availability of Inventory. In the event that Publisher materially changes the Publisher Website content after approval into the TheQBee Ad Network, Publisher must send written notice to TheQBee Ad Network of the changes immediately. Notices should be sent to Publisher’s Account Manager or to contacts@theqbee.com. Publisher’s participation in the TheQBee Ad Network is non-exclusive and all inventory is preemptible at Publisher’s sole discretion.
· Delivery and Suspension of Advertising Campaigns. TheQBee Ad Network may fill Impressions with Creatives offered by TheQBee Ad Network or by third party partners. All delivery shall be subject to frequency capping and targeting parameters established by TheQBee Ad Network, and Publisher agrees that TheQBee Ad Network may access, crawl, index and cache the Publisher Website or any portion thereof for such purposes. Unused impressions that are not filled with Creatives may be redirected to Publisher via a redirect link provided or approved by Publisher. Publisher shall activate the Network Tags no later than thirty (30) days after execution of this Agreement or the associated IPC. Publisher shall not remove the Network Tags for more than thirty (30) consecutive days during the term of this Agreement or the associated IPC. In the event that TheQBee Ad Network determines that Publisher violated one or more of the foregoing sentences in this Section 2, TheQBee Ad Network may, at its option, revert to a lower payment rate to Publisher.
· Provision of Impressions. Unless otherwise agreed by TheQBee Ad Network in writing, Publisher shall ensure that there are no Spikes in the number of Impressions delivered to TheQBee Ad Network during a given calendar month, and TheQBee Ad Network, may, in its sole discretion, reject Impressions that are delivered as part of a Spike. A “Spike” means the delivery of Impressions equal or greater than two times the number of Impressions set forth in the applicable Addenda or IPC for three (3) consecutive days, subject to a minimum of (i) five million (5,000,000) Impressions per day, on the Display Network, or (iii) one million (1,000,000) Impressions per day on the Video Network.
· Payment and Reporting. Greenwich Mean Time (GMT) shall be the time period for traffic and tracking purposes. Statistics regarding Display Creatives shall be available to Publisher online at TheQBee Ad Network reporting system. Publisher acknowledges that in some cases, TheQBee Ad Network will need to make adjustments to reported statistics due to specific contractual provisions (e.g., bonuses), Invalid Clicks, statistical errors, or third party tracking provided by advertisers or their agencies.
· Termination. These terms and conditions, as and if amended, shall apply to Publisher for as long as Publisher is a member of the TheQBee Ad Network. Unless otherwise set forth in the associated IPC, either party may terminate this Agreement or the associated IPC at any time, for any reason whatsoever, upon written notice to the other party.

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