These Master Advertising Terms and Conditions ("Terms") govern all advertising services, campaigns, and placements provided by Pixel Pulse Network ("PPN," "Company," "We," or "Us") to any brand, advertiser, or advertising agency ("Advertiser" or "You") executing an Insertion Order ("IO"). By signing an IO or allowing a campaign to go live through PPN's network, Advertiser explicitly agrees to be bound by these Terms.
1. DEFINITIONS AND SCOPE
- "Insertion Order" (IO): The formal, signed agreement or digital confirmation that specifies the campaign metrics, budgets, payout structures, targeting parameters, and duration.
- "Campaign Materials": Any creatives, text, graphics, banners, videos, tracking links (including smart links like OneLink), Partner IDs (PIDs), target URLs, and destination pages supplied by the Advertiser.
- "MMP": Mobile Measurement Partner (e.g., AppsFlyer, Adjust) utilized to track attribution.
- "Programmatic Advertising": Automated media buying transactions executed via Demand-Side Platforms (DSPs), Supply-Side Platforms (SSPs), Private Marketplace (PMP) deals, Programmatic Guaranteed (PG) agreements, or Real-Time Bidding (RTB) protocols.
2. CAMPAIGN EXECUTION AND ASSETS
- 2.1 Creative Delivery: Advertiser must deliver all Campaign Materials according to PPN's technical specifications at least three (3) business days prior to the scheduled launch date. Delays in asset delivery will extend the campaign timeline without penalty to PPN.
- 2.2 Right of Refusal: PPN reserves the right, in its sole discretion, to reject, suspend, or remove any advertisement or tracking link that is defective, violates third-party intellectual property rights, or fails to meet the network's quality standards.
- 2.3 Tracking Links & PIDs: Advertiser is entirely responsible for the functionality of all tracking URLs, deep links, and Partner IDs (PIDs) provided. PPN is not liable for untracked traffic or conversions caused by malfunctioning links provided by the Advertiser.
3. ATTRIBUTION AND SOURCE OF TRUTH
- 3.1 Governing Statistics: Except as explicitly agreed otherwise in a signed IO, the tracking metrics, conversions, and statistics generated by PPN's internal platform shall serve as the definitive "source of truth" for billing and invoice processing.
- 3.2 Discrepancy Margin: If the parties explicitly agree to use the Advertiser's third-party platform or MMP data for billing, no invoice deductions shall be permitted unless the data variance between PPN and the third-party platform exceeds ten percent (10%).
- 3.3 Resolution Window: Any data discrepancy claims must be submitted to PPN in writing within seven (7) business days of data availability, accompanied by raw log files.
4. ANTI-FRAUD AND TRAFFIC QUALITY POLICY
- 4.1 Invalid Traffic (IVT): PPN maintains a strict zero-tolerance policy regarding fraudulent traffic, including bot traffic, automated scripts, click farms, or forced/hidden redirects. PPN will not charge for verified IVT.
- 4.2 Fraud Dispute Window: To request a credit or chargeback for alleged fraudulent traffic, Advertiser must deliver a comprehensive, data-backed fraud report (including IP logs, timestamps, and device IDs) within fourteen (14) calendar days from the end of the month in which the disputed traffic occurred.
- 4.3 Waiver of Claims: Failure to submit a verified fraud report within this 14-day window constitutes absolute acceptance of the traffic, and Advertiser entirely waives its right to request chargebacks, credits, or payment deductions.
5. BILLING, PAYMENT, AND FINANCIAL LIABILITY
- 5.1 Payment Terms: Advertiser shall pay all invoices in full within the timeframe specified on the IO (e.g., Net 15 or Net 30 days from the invoice date).
- 5.2 Late Fees: Past-due balances will accumulate interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, calculated daily from the due date until paid in full.
- 5.3 Sequential Liability Override (For Agencies): If these Terms are executed by an advertising agency on behalf of its client (the Brand), the Agency represents that it has the authority to bind the Brand. Agency and Brand shall be jointly and severally liable for all payment obligations. Agency's obligation to pay PPN is absolute and is not contingent upon receiving payment or reimbursement from the underlying Brand.
6. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
- 6.1 Compliance with Law: Advertiser represents and warrants that all Campaign Materials and landing pages comply with all applicable local, national, and international consumer protection, privacy, and intellectual property laws.
- 6.2 Indemnification: Advertiser agrees to defend, indemnify, and hold harmless Pixel Pulse Network, its affiliates, directors, and publishing partners from any and all third-party claims, legal losses, damages, liabilities, and reasonable attorney fees arising out of the content, placement, or functionality of the Campaign Materials.
7. LIMITATION OF LIABILITY
- To the maximum extent permitted by applicable law, Pixel Pulse Network shall not be liable for any indirect, incidental, special, or consequential damages (including loss of profits, revenue, or data) arising out of or in connection with an advertising campaign. PPN's maximum aggregate liability under any IO shall not exceed the total amount actually paid by Advertiser to PPN for the specific campaign giving rise to the claim.
8. THIRD-PARTY PLATFORM & AFFILIATE LIMITATIONS
- 8.1 Independent Contractor Status: Advertiser acknowledges that PPN delivers media placements through a distributed ecosystem of third-party platforms, app publishers, and independent affiliates (collectively, "Publishing Partners"). These Publishing Partners operate as independent contractors, not employees or direct agents of PPN.
- 8.2 Disclaimer of Direct Control: While PPN enforces strict compliance standards and vetting protocols across its network, Advertiser explicitly acknowledges that real-time, user-generated, or dynamically delivered placements via programmatic endpoints or affiliate channels are inherently distributed. PPN does not exercise direct, minute-by-minute operational control over the specific, localized visual environments of independent third-party platforms. PPN's sole liability for any non-compliant ad placement by an affiliate is limited to removing the creative asset and pausing the offending sub-ID upon written notice from the Advertiser.
9. ADVERTISER RESPONSIBILITY FOR DISCOVERY AND TRACKING
- 9.1 Mandatory Compliance Testing: Advertiser must ensure that all conversion scripts, pixel postbacks, MMP endpoints, and tracking configurations are fully functional and tested prior to active media buying delivery.
- 9.2 The "Ghost Payout" Waiver: PPN relies on the tracking infrastructure provided by the Advertiser to calculate payouts owed to downstream platforms and affiliates. If an Advertiser's tracking links, MMP attribution models, or server postbacks fail, freeze, or misattribute conversions, the Advertiser remains 100% liable to pay PPN for all inventory delivered or conversions tracked according to PPN's server logs. PPN will not bear the financial burden of an Advertiser's broken tracking mechanics when downstream affiliates have successfully driven traffic in good faith.
10. "PAY-WHEN-PAID" PROTECTION / CUMULATIVE CHARGEBACK REJECTION
- 10.1 Payout Clawback Symmetry: In the event that a brand or agency imposes a justified, data-proven chargeback or deduction against PPN due to validated invalid traffic (IVT), PPN reserves the absolute right to pass that financial penalty entirely down to the specific Publishing Partner or affiliate Sub-ID responsible for the traffic.
- 10.2 Financial Cushion Against Brand Defaults: If PPN is acting under an agency model representing a third-party platform's supply to a brand, PPN's obligation to disburse affiliate or platform payouts for a specific campaign is explicitly contingent upon PPN actually receiving cleared payment funds from the source brand or agency. PPN shall have no obligation to "advance" or pay out out-of-pocket network earnings if the underlying advertiser defaults on their invoice.
11. NETWORK CIRCUMVENTION & NON-SOLICITATION
- 11.1 Non-Circumvention: Advertiser explicitly agrees that it will not knowingly bypass, circumvent, or attempt to isolate PPN by directly contacting, soliciting, or entering into independent commercial relationships with any third-party platform, app publisher, or affiliate discovered through the PPN ecosystem.
- 11.2 Liquidated Damages for Breach: If Advertiser circumvents PPN and signs a direct media buying contract with a partner first introduced by PPN, Advertiser shall be liable to pay PPN a non-circumvention fee equal to twenty-five percent (25%) of all gross advertising expenditures processed through that specific partner for a period of twelve (12) months following the discovery of the breach.
12. MISCELLANEOUS
- 12.1 Governing Law: These Terms and any associated IOs shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of laws principles.
- 12.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- 12.3 Modifications: PPN reserves the right to update these Terms at any time by posting the revised version on its website. Continued participation in campaigns post-update constitutes acceptance of the new terms.