Division of Revenue
MessageSpace will share revenues with the Publisher as per the terms in the Appendix.
The Publisher may have advertiser exclusions they wish to apply, for example they may not wish to run advertising from certain pressure groups, risqué advertising or even specific advertisers. Please let us know any exclusions as soon as possible and we will endeavour to abide by them. We will of course seek to contact the Publisher if we are in any doubt with a specific potential advertiser.
Termination of Agreement
We must give the Publisher 90 days notice of termination of delivery of the MessageSpace service. Such termination is constituted by the ceasing of advertising sales to be applied to your site. As far as is reasonable, we must continue delivering the service to the Publisher until obligations to existing advertisers are concluded. So if an advertiser has paid for three months on the understanding that the Publisher’s site is one of the publishing channels, the Publisher will continue to earn the appropriate revenues from this advertiser, even though we will not sell further advertising onto the Publisher’s site after termination. Likewise, the Publisher must give us 90 days notice of termination this agreement. Such termination is constituted by the ceasing of acceptance of new advertisements for your site. As far as is reasonable, the Publisher must after termination of the agreement maintain our access to your site, until outstanding obligations to existing advertisers are concluded. The advertiser will have paid for space thinking that the Publisher’s site is one of the channels being used and that obligation should be met. We have to give you 30 days notice if we are going to change the terms of this agreement.
As far as is practicable, we must maintain uptime for the MessageSpace service at 99.9%. As far as is practicable, the Publisher must maintain 99.9% uptime for the MessageSpace service. In practise we won’t be maintaining a log of when the Publisher’s site is working and when it isn’t. It is inherent in the structure of the internet that there will be downtime, it also likely that from time to time recorded advert impressions measured by different tracking systems will show a discrepancy. Where this occurs MessageSpace will make a commercial decision and determine the equitable basis upon which payout is to be made. This may result in a lesser pay out than expected and may favour MessageSpace.
We will seek to optimise long-term advertising revenues. We will seek to optimise revenues for all Publishers. We will publish a rate card scheduling advertising rates, yet may negotiate discounts with advertisers. The Publisher agrees to carry free advertisements for the MessageSpace service and dummy ads. From time to time, only by specific agreement with you, we may run public service advertisements for free. An example of this would be in the event of a major tragedy occurring, requiring an urgent fundraising need. From time to time, we may enter into advertisement swapping arrangements with other advertising channels. Under these circumstances, free or discounted ads may be run in exchange for free or discounted advertising of the MessageSpace service by a partner organisation. Paid for advertisements will always have priority over free advertisements.
You may not divulge to any third party specific financial terms arising from this agreement without permission from MessageSpace. You may not divulge to any third party commercially sensitive or otherwise confidential information about MessageSpace, its business partners, employees, staff or contractors. You may not divulge to any third party commercially sensitive or otherwise confidential information about other Publishers using the MessageSpace service, their business partners, employees, staff or contractors. We may publish specific information about you and your website with authorisation from you even if it is not already in the public domain. We may publish without authorisation from you information about you and your site if that information is aggregated with the same data from all the other publishers using the MessageSpace service. For example, we won’t tell people what we pay the Publisher, but we can say what publishers earned collectively. We may use the Publisher’s name and branding to promote the MessageSpace service.
We operate a premium advertising service promising advertisers premium positioning. The Publisher agrees to ensure that MessageSpace adverts occupy “above the fold” positions and that they are not repositioned without prior agreement. Publishers further undertake not to participate in, or assist with the development of any service that offers the same or any similar functionalities to that of MessageSpace during the term of this agreement.
Non-Compete and Exclusivity of Representation
Publishers should not place competing adverts in directly competing positions with MessageSpace adverts. Where necessary the publisher can send “house adverts” to MessageSpace to serve for the publisher’s own events, publications, products or services. The publisher appoints MessageSpace as their sole representative exclusively for digital advertising sales. MessageSpace’s contact details will be displayed exclusively on the publisher’s website as the advertising sales representative.
Any breach of these conditions renders the Publisher in breach of contract, entitling MessageSpace to immediately cancel the contract and any payment that may have been due under the terms of service.
17 July 2013