offer terms

1. PAYMENT
(a) Media Spend. Advertiser shall be the account holder of record on all advertising platforms (including, without limitation, Meta) used in connection with the campaigns contemplated by this insertion order. Advertiser shall provide a valid credit card to be kept on file with such platforms, and Advertiser authorizes such platforms to charge the card directly for all media spend incurred. Avant8 shall have no obligation to fund, advance, or process media spend, and shall not be liable for any billing disputes, account suspensions, chargebacks, or other matters between Advertiser and any advertising platform. Should Advertiser’s card be declined or removed from any platform, or should any platform suspend Advertiser’s account for billing or policy reasons, Avant8 may pause or terminate campaigns immediately and without notice, and shall have no liability for any resulting interruption in service or lost performance.
(b) CPA Fees. Advertiser agrees to pay Avant8 for all advertising managed by Avant8, its assigns and/or affiliates, on a CPA basis (Cost Per Action, Cost Per Acquisition or Cost Per Application) in accordance with the terms of this document. All such actions, acquisitions, applications and/or other forms of payable events herewith shall be referred to as “Actions.” Advertiser’s obligation to pay CPA fees under this subsection (b) is independent of and in addition to Advertiser’s media spend obligations under subsection (a); media spend charged to Advertiser’s card by any advertising platform shall not be credited against, offset, or reduce CPA fees owed to Avant8.
Avant8 will invoice Advertiser weekly for Actions generated during the corresponding billing period. Advertiser shall remit payment for each invoice within five (5) business days of the invoice date. For Advertisers based outside the United States, Advertiser also agrees to pay any wire fees that Advertiser’s banks, whether account holding or intermediary, deduct as a result of sending payment.
Any balance due and owing after seven (7) business days of the due date shall accrue interest at the rate of 1.5% per month, or the highest rate allowable by law, whichever is greater.
Advertiser agrees that it is solely responsible for payment to Avant8. Further, Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third party including, without limitation, Advertiser’s clients. Avant8’s failure to invoice Advertiser shall not constitute the waiver of any amounts due to Avant8 by Advertiser and/or Avant8’s breach of this insertion order. Should there be a default in the payment of any invoice, Avant8 shall have the right to shorten payment terms to Due Upon Receipt and/or require payment in advance for continued services, at the sole discretion of Avant8 and without notice required. Advertiser agrees to pay all costs incurred by Avant8 including, but not limited to, collection agency and attorneys’ fees and costs, as a result of having to enforce the terms of this insertion order. If Advertiser is unable to provide conversion information, and/or Avant8’s tracking system fails to report Actions or reports less Actions than the actual amount, then Advertiser agrees to pay Avant8 based on an estimate to be negotiated in good faith by the parties based on the data available to both parties.
2. REPORTING
Reporting will be based on the number of Actions as shown by Avant8’s own tracking methods, typically a pixel placed on Advertiser’s site. Avant8 will report Actions weekly in connection with each invoice. Advertiser shall review and confirm or dispute the reported number of valid Actions for each invoice within five (5) business days of invoice receipt. Should Advertiser fail to dispute within this period, the invoice shall be deemed final and billable, and all potential disputes shall be considered waived.
A “valid” Action is defined as any Action generated that fires Avant8’s tracking pixel on the confirmation page and does not contain obviously fraudulent information. For the avoidance of doubt, minor data-entry errors (including, without limitation, typographical errors in names, addresses, or contact information) shall not, on their own, render an Action invalid.
Any Actions disputed as invalid must be returned to Avant8 within the five (5) business day window described above and must include the following information for each disputed Action: transactional identification number, publisher identification number, date/time stamp, incoming IP address, and reason for rejection. Disputes that fail to include this information shall be deemed waived and the Actions shall be considered final and billable.
Advertiser is responsible for the proper installation, maintenance, and functioning of all conversion tracking pixels and tracking infrastructure on Advertiser’s destination website(s). Should tracking fail or report inaccurately due to issues on Advertiser’s website, Avant8’s reasonable estimate of Actions based on platform-side data and historical performance shall control for billing purposes.
Advertiser acknowledges that Avant8’s tracking of Actions may be subject at times to either under- or over-reporting, and agrees to release its own transaction logs and other tracking records, if requested, to Avant8 in the event of a discrepancy. Advertiser agrees to pay Avant8 for all Actions legitimately caused by campaign placements made by Avant8 or its affiliates whether tracked by Avant8 or not. Should Advertiser identify instances of Avant8 over-reporting (showing more Actions than Advertiser’s own tracking), Advertiser shall notify Avant8 within the five (5) business day dispute window. In such case, Avant8 agrees to provide detailed information on each over-reported Action if such information exists, and Advertiser agrees to pay for any Actions that contain sufficient information to qualify said Action as legitimate. In the event of under- or over-reporting, both parties agree to work diligently to resolve such discrepancies and to address any technical issues so as to eliminate discrepancies in the future.
3. ADVERTISER AND AVANT8 REPRESENTATIONS
(a) Advertiser Representations. Advertiser represents and warrants that any materials provided by Advertiser to Avant8 (including, without limitation, brand assets, photography, logos, trademarks, copy, testimonials, and any pre-existing creative content) (i) are owned by Advertiser or properly licensed for the use contemplated under this insertion order; (ii) do not infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights; and (iii) are not defamatory or trade libelous. Advertiser further represents and warrants that all factual claims, offers, pricing, and business representations underlying the campaigns (including, without limitation, descriptions of Advertiser’s services, locations, dates, availability, qualifications, credentials, and performance claims) are true, accurate, and not misleading, and that Advertiser’s underlying business and the products or services advertised comply with all applicable laws, statutes, ordinances, and regulations.
(b) Avant8 Representations. Avant8 represents and warrants that its assembly of ad creative under this insertion order — including, without limitation, the layout, composition, editing, and arrangement of Advertiser-supplied assets — will not knowingly infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights. Avant8 makes no warranty with respect to the underlying assets supplied by Advertiser, the accuracy of factual claims supplied by Advertiser, or the content of Advertiser’s destination website(s), all of which remain Advertiser’s sole responsibility under subsection (a).
4. ASSIGNMENT
Advertiser will not assign this insertion order without Avant8’s prior written consent. Avant8 may assign all or a portion of its duties and obligations hereunder to any affiliate, successor and/or other third party. Subject to the foregoing, the terms of this insertion order will be fully binding upon, inure to the benefit of and be enforceable by the parties’ respective successors, heirs, executors, administrators and permitted assigns.
5. CREATIVE CONTROL
Advertiser shall be solely responsible for the destination website(s) to which campaigns drive traffic, including all content, copy, forms, offers, and tracking implementation on such sites. With respect to ad creative produced by Avant8 under this insertion order, Avant8 will assemble such creative from assets and information supplied by Advertiser (including, without limitation, photography, logos, brand assets, factual claims, offers, and pricing). Advertiser shall have a reasonable opportunity to review and approve ad creative prior to launch, and approval shall not be unreasonably withheld or delayed. Once approved by Advertiser, Avant8 may deploy and optimize such creative without further approval. Advertiser acknowledges that Avant8’s role with respect to Advertiser-supplied assets is limited to assembly and deployment, and Avant8 undertakes no obligation to review such assets for accuracy, legality, or third-party rights.
6. DISCLAIMER OF WARRANTIES
Both parties provide all services performed hereunder “AS IS” and hereby expressly disclaim all warranties, expressed or implied, regarding their services or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, both parties specifically disclaim any warranty regarding: (1) the number of individuals who will see the content; and (2) any benefits that the other party might obtain from the campaign. Neither party guarantees continuous or uninterrupted service to the campaign. All numbers and amounts relating to conversions or leads contained in this insertion order are estimates only, and are not at all guaranteed by either party. Due to the nature of the advertising methods, over-delivery and under-delivery are typical.
7. LIMITATIONS ON LIABILITY
In no event shall either party be liable for any special, direct, indirect, incidental, actual, punitive or consequential damages, or for interrupted communications, lost data, lost revenue or lost profits arising out of, or in connection with, this insertion order. Under no circumstances shall either party be liable to the other party or any third parties for an amount greater than the amounts received from Advertiser pursuant to this insertion order.
8. INDEMNITY
Advertiser agrees to indemnify, defend, and hold harmless Avant8, its parents, successors, subsidiaries, and affiliates, and their respective directors, officers, agents and employees for any claims, liabilities, costs and expenses (including reasonable attorneys’ fees) made against Avant8 by a third party or parties or a government agency as a result of: (i) any breach by Advertiser of the terms of this insertion order, including any breach of Advertiser’s representations and warranties; (ii) any claim arising from the sale or license of Advertiser’s goods or services; (iii) any violation of an applicable law, rule, or regulation by Advertiser; (iv) the content, accuracy, legality, or third-party rights associated with any assets, claims, or materials supplied by Advertiser to Avant8; (v) the content, functioning, or compliance of Advertiser’s destination website(s); or (vi) any other act, omission, or misrepresentation by Advertiser.
Avant8 agrees to indemnify, defend, and hold harmless Advertiser, its parents, successors, and subsidiaries, and their respective directors, officers, and employees (the “Advertiser Indemnified Parties”) for any claims, liabilities, costs and expenses (including reasonable attorneys’ fees) made against Advertiser by a third party as a result of: (i) any breach by Avant8 of its representations and warranties under this insertion order; or (ii) acts of gross negligence or willful misconduct by Avant8.
The indemnifying party may participate in the defense of the indemnified party at its own expense.
9. CONFIDENTIAL INFORMATION
Neither Advertiser nor Avant8 shall disclose or use the other party’s confidential information for any purpose other than the purposes contemplated by this agreement, unless such disclosure or use is allowed by written permission of the other party. However, either party may disclose the other party’s confidential information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure. Advertiser’s confidential information shall remain the property of Advertiser, and Avant8’s confidential information shall remain the property of Avant8. The parties shall not disclose any of the terms and conditions of this document to any third party without the express prior written consent of the other party.
Advertiser agrees that it will not solicit to hire or employ any employee, contractor, agent, or vendor of Avant8 without Avant8’s prior written approval, which may be withheld in Avant8’s discretion. Advertiser acknowledges and agrees that in the event of any breach of this non-solicitation provision, Avant8 may seek an immediate injunction against any actual or threatened breach of this provision without the necessity of posting a bond.
10. PRIVACY
Advertiser warrants that engaging in the services provided by Avant8 pursuant to this Insertion order shall not violate Advertiser’s privacy policy. All parties represent and warrant that they are fully compliant with applicable privacy laws, and all federal and state regulations. All parties shall also provide notice for, and fully disclose, their respective privacy policies and practices to visitors to their website(s).
11. TERMINATION
Either party may terminate this insertion order upon five (5) business days’ written notice to the other party, effective at the end of the then-current weekly billing period. Notwithstanding the foregoing, Avant8 may terminate this insertion order immediately upon written notice in the event of (i) Advertiser’s failure to pay any invoice when due, (ii) Advertiser’s breach of any material term of this insertion order, or (iii) suspension, restriction, or termination of Advertiser’s account by any advertising platform. Upon termination, Advertiser shall remain liable for all CPA fees for Actions generated through the effective date of termination.
12. MISCELLANEOUS
This insertion order shall be governed by, interpreted and construed in accordance with the laws of the State of Utah. The parties are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby. This insertion order sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter and may be changed only by a subsequent writing signed by both parties. Unless otherwise stated, this insertion order is non-exclusive to either party and either party shall have the right to enter into similar agreements with other third parties. The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective businesses including, without limitation laws governing deceptive trade practices.