AdPlus and Publisher (each a “Party” and collectively, the “Parties”) agree to the following Membership
Terms and Conditions:
1. Defined Terms. The followingterms will have the meanings given below:
“AdPlus Digital Network” means the aggregated network of all Ad Locations for
which AdPlus sells
“Advertisements” means advertisements that AdPlus obtains from Advertisers in
connection with the Web Presence, Mobile Presence, Application or any form of
“Ad Location” means advertising inventory on the Web Presence, Mobile Presence,
Application or any form of Digital inventories that meets Ad Location Criteria and
where Publisher has placed AdPlus code that allows AdPlus to display
from its servers.
“CPC Campaign” means an advertising campaign where the advertiser pays only for
each clickthrough on the Advertisement.
“CPM Campaign” means an advertising campaign where the advertiser pays for
each one thousand (1000) Advertisement impressions delivered.
“Default Impressions” means impressions served on Ad Location when no paid
advertising is available.
“Insertion Order” means an email sent by AdPlus to Publisher to notify Publisher of
each display of any Advertisement on Ad Location.
“Purchase Order” means an email sent by AdPlus to Publisher by the 15th of each
month to notify Publisher of final Sales Statistics and associated payment due for the
“Web Presence” means Publisherʼs internet presence(s) to be included in AdPlus
Network, as denoted by URL(s) / web address(es).
“Mobile Presence” means Publisherʼs mobile site or mobile application presence(s)
to be included in AdPlus Network.
2. Rights Granted, Relationship with Advertisers, and Default Impressions.
A. Subject to the terms and conditions of this Membership, Publisher will place code
provided by AdPlus for the Ad Locations such that some or all calls for Advertisements are redirected from Publisher to AdPlus.
B. AdPlus will enter into agreements with the Advertisers for display of the
Advertisements in connection with the Ad Location and shall be free to set the prices
it charges Advertisers for Advertisements based upon prevailing market conditions.
AdPlus shall also be free to set the type of campaign it sells to Advertisers, including
but not limited to CPM and CPC Campaigns.
Publisher shall have the right to reject, omit, or exclude any Advertisement and/or
Campaign using Dashboard that will be provided by AdPlus
AdPlus is solely responsible for the relationship with the Advertisers, including,
without limitation, the receipt and handling of Advertisements, the invoicing of
Advertisers for such Advertisements, the collection of any amounts payable by the
Advertisers, and any and all disputes arising out of or in connection with AdPlusʼ
relationship with the Advertisers and their customers and/or relating to the
C. AdPlus shall provide Publisher with the flexibility to use its Default Impressions
through Publisher-defined redirect options. Publisher may choose to redirect all or a
portion of their Default Impressions.
If Publisher chooses not to specify a default redirect AdPlus reserves the right to
utilize these Default Impressions for its sole benefit without compensation to the
1. AdPlus will pay Publisher sixty percent (60%) of the amount due AdPlus from
Advertisers for Advertisements, plus any applicable Value-Added Tax (PPN)
for such amount, and less any payment or bank transfer fees.
2. All calculations of amounts payable under this Membership will be made based on
the final Sales Statistics in the monthly Purchase Order provided by AdPlus to
Payments that accrued during the just-ended calendar month will be due within
ninety (90) days of the issuance of Purchase Order, which shall be made no later
than fifteen (15) days after each just-ended month. Minimum payment amount is
IDR200,000 or USD 20. Publisher balance will be carry forward until such time as
there is a balance greater than the minimum payment amount .
AdPlus shall have the right to withhold payment until Publisher has provided proper
C. Records; Audit.
AdPlus will provide Purchase Orders to Publisher containing the sales data for the
previous month and a calculation of the payment due to Publisher for such month
within fifteen (15) days from the end of such just-ended calendar month.
AdPlus will maintain such books and records as sufficient to confirm the accuracy
and sufficiency of such data and payments to Publisher. If any such audit reveals
that AdPlus has mispaid the amounts owed to Publisher, then both Parties shall
amend such error within thirty (30) days.
4. Ad Location Content.
A. Advertising. Publisher reserves the right to reject, omit or exclude any
Advertisement. AdPlus shall make best efforts to provide Publisher with an Insertion
Order at least three (3) business days prior to launching any Advertisement on Ad.
If AdPlus does not receive such a rejection, then this shall be understood to mean
that Publisher has approved the Advertisement for display on the Ad Location.
B. Advertisement Standards. AdPlus shall make best efforts to ensure that no
Advertisementsprovided by AdPlus for the Ad Location contain, or contain links to,
any illegal or inappropriate content.
5. Counting. AdPlus has the sole responsibility for the calculation of the total number
of Advertising impressions delivered to Web Presence, Mobile Presence and
Applications, clicks, click-through numbers, total sales, and CPM, CPC, and shall
provide reports of the above on via an online dashboard to Publisher. Sales Statistics
are not final until issuance of Purchase Order, and are subject to adjustment after
each monthʼs end for such reasons as but not limited to the following:
Reconciliation with Advertiser third party ad serving statistics and/or click counts;
“human error”, such as mistaken entry into our system; and adjustments due to
suspected Click Fraud, as below.
Publisher shall not use, or allow the use of, any deceptive, incentivized, mechanical,
computerized or other artificial means of increasing the number of users,
impressions, page views, click-throughs or any other measure of Publisher traffic
(“Click Fraud”). AdPlus will monitor traffic on Publisher Ad Locations and reserves
the right in its reasonable judgment to (i) audit traffic measurements presented to
advertisers to adjust for such prohibited activities, (ii) change the ad rotation at
Publisherʼs Ad Location, and/or (iii) prohibit the display of advertising to certain IP
AdPlus also reserves the right to review any internal or third party audit figures and
edit out any source that has repeatedly clicked on a banner, viewed a page
repeatedly or otherwise acted to inflate traffic statistics.
Furthermore, if AdPlus has evidence of or reason to suspect any such Click Fraud,
AdPlus shall have the right to withhold or cancel any payment due Publisher in
addition to immediate termination of Membership, provided that AdPlus shall allow
the withheld or cancelled payment to be immediately released to Publisher should
the Click Fraud be proven to be unsubstantiated or non-existing.
6. Representation and Warranties. Each Party represents and warrants to the other
Party that it has all necessary right, power and authority to enter into this
Membership and to perform the acts required of such Party hereunder.
7. Membership Term and Termination
A. The term of this Membership shall be for one (1) year beginning on the date AdPlus receives signed Membership Form from Publisher, and shall upon its expiry
be automatically renewed for successive periods of one (1) year. The Agreement
may be terminated at any time by either party upon one (1) month notice.
B. Either Party may terminate this Membership immediately by providing the other
Party with written notice. Publisher shall remove AdPlus code from the Ad Locations
on its Web Presence upon termination.
C. In the event that a Party breaches any material term of this Membership and the
breaching Party does not rectify or resolve the breach to the non-breaching Partyʼs
satisfaction within ten (10) business days after the notification of the breach by the
non-breaching Party, the non-breaching Party may immediately terminate this
D. In the event of Publisherʼs breach of any material term of this Membership leading
termination of this Membership, AdPlus is absolved of its obligation to pay Publisher
any amount payable hereunder prior to expiration or termination. If this Membership
terminated for any other reason, AdPlus will pay Publisher the amounts owed.
9. Revision of Terms and Conditions. AdPlus shall have the right to revise these
Membership Terms and Conditions atany time for any reason, and shall make best
efforts to inform Publisher of any such revisions in writing at least thirty (30) days
before such revisions. Publisher shall have the right to immediately terminate the
revised Membership with no penalty should Publisher decide not to accept the
revisions. These Membership Terms and Conditions supersede any terms and
conditions agreed to previously.
10. Governing Law and Dispute Settlement
A. Governing Law
This Agreement, any and all rights and obligations ofthe Parties arising based on
this Agreement shall be subject to and are interpreted in accordance with the existing
laws and regulations of the Republic of Indonesia.
B. Dispute Settlement
1. In the event of difference of opinion or dissent, interpretation or dispute arising
from and/or as a consequence of the implementation of this Agreement, the Parties
agree to settle it in negotiation in order to achieve a consultative consensus.
2. If within a period of thirty (30) days effective from the notice ofthe dispute as
specified in the paragraph (1) by one of the Parties fails to be achieved of its
settlement in negotiation, the Parties agree to bring the dispute to the Indonesian National Arbitration Body (BANI) at the charges jointly borne by the Parties, the
Decision of the Indonesian National Arbitration Body (BANI) constitutes a final
decision and binding the Parties.
3. During the process of the settlement of the dispute, the Parties shall remain to be
required to exercise their rights and obligations as specified in this Agreement.
11. Force Majeure
A. Force Majeure shall mean any condition or event comprising but not limited to
earthquake, landslide, storm, lighting, heavy flood, fire, plague, mass strike, revolt or
other military actions, war, sabotage, riot, government action or policy in the
monetary field, electricity blackout or failure and compulsory relay for government
broadcast which directly will disturb the implementation of the obligations provided
for in this Agreement.
B. One of or both Parties in this Agreement may not be considered doing any
negligence and violations towards the provisions of this Agreement, if the Party or
the Parties have an obstacle caused by Force Majeure, so that the Party who faces
the obstacle of the Force Majeure must be exempted from fulfilling its related
obligations and the occurring risk shall become respective responsibility of the Party.
C. The Parties who face the Force Majeure shall be required to report to the other
Party not later than three (3) calendar days upon the event of the Force Majeure.
D. Any delay or negligence in notifying the event of the Force Majeure shall not
enable to submit or put forward the event encountered as Force Majeure