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Digg Ads Terms & Conditions

Each customer who places an order for placement of one or more advertisements ("Ad(s)") through the Digg Ads program ("Customer"), by placing such order, enters into an agreement with Digg Inc. ("Digg") to abide by these Terms and Conditions (the "Terms") as more fully described below.

These Terms govern Customer's participation in the Digg Ads program(s) ("Digg Ads") and, as applicable, any insertion orders or service agreements ("IO") for Digg Ads, or any plan of display for Ads and budget ("Media Plan") executed by and between the parties and/or Customer's management of any advertising campaigns, which are hereby incorporated by reference. Digg and Customer hereby agree and acknowledge:

  1. Policies These Terms, together with any applicable IO(s), Media Plan(s) as well as all applicable Digg policies, including without limitation the Advertising Guidelines and the Digg Privacy Policy are an agreement between Customer and Digg (the "Agreement"). Customer shall communicate only with Digg regarding Ads and Digg shall not be responsible for any Customer communications directed to third parties. Digg may modify Ads to comply with this Agreement, but Digg will not make material or substantive modifications changes (outside of minor spelling, grammar, or other edits to bring the Ads into compliance with this Agreement) without Customer's approval.
  2. Customer Responsibilities and Rights Customer is solely responsible for all: (a) all Ad content, Ad information, and Ad URLs ("Creative"), whether generated by or for Customer; and (b) web sites, services and landing pages which Creative links or directs viewers to, and advertised services and products (collectively "Services"). Customer understands and agrees that Ads may be placed on any content or property provided by Digg ("Digg Property"), Customer authorizes and consents to all such placements.

    All campaigns must be specified in a Media Plan that is accepted by Digg, and campaigns may be specified to start and end by date only (e.g. Customer may not specify time slots for campaigns). While a Digg Ads campaign is active, Customer may not make substantive modifications to the Creative or Services without terminating the campaign and commencing a new campaign by submitting a new Media Plan Form. At any time during an active campaign, Customer may modify its bid and daily budget by submitting a new Digg Media Plan form. Unless otherwise specified and mutually agreed upon, changes to bids and/or budgets will go into effect at midnight UTC after one (1) business day from confirmed receipt by Digg of a new Digg Media Plan.

    Each IO executed and Media Plan submitted in connection with the Digg Ads program is deemed approved by Customer. Customer must provide Digg with all relevant Creative by the due date as set forth in each applicable Media Plan

    Unless Customer opts-out of "Digg Ads Optimization" in connection with a specific Media Plan, Customer agrees that Digg may help Customer optimize the display of Customer's Ads in each Media Plan to maximize the use of its Media Plan budget. For example, an Ad with a low eCPM may not be shown because it does not qualify for display, and in response, its portion of the daily budget may be allocated to one or more Ads within the Media Plan with higher quality scores that do qualify for display on that day. To opt-out of Digg Ads Optimization, Customer must enter a daily budget into the Media Plan for each Ad that Customer does not want Digg Ads Optimization applied to. It is Customer's responsibility to monitor Digg Ads display rates and to ensure that they are consistent with Customer's business objectives. Weekly and Monthly reports, if provided, or reports made in response to Customer request, will show the effects of any Digg Ads Optimization that occurred during the reporting period.

    Digg may modify the Digg Ads Program at any time without liability. Digg also may modify these Terms at any time without liability and shall provide email notice to Customer of any such modifications at least five days in advance of such modifications become effective, and Customer's use of the Digg Ads after such five day notice period constitutes Customer's acceptance of the new Terms.

  3. Termination Customer may cancel any advertising specified in a valid Media Plan with 24-hours prior written notice to adops@digg.com. Digg may cancel any IO, Media Plan, any of its Digg Ads Programs, or these Terms at any time immediately upon notice, in which case Customer will be responsible for any Ads already run. Digg may reject or remove any Ad for any or no reason. Sections 1-3 and 5-9 will survive any expiration or termination of this Agreement.
  4. Prohibited Uses; License Grant; Representations and Warranties Customer shall not, and shall not authorize any party: (a) to abuse, harass, threaten, impersonate or intimidate other Digg users; (b) to post or transmit, or cause to be posted or transmitted, any advertisement that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or otherwise violates any law or right of any third party; (c) to advertise any illegal activities; (d) to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Digg user; (e) to create or submit unwanted email ("Spam") to any other Digg users or any URL; (f) to violate any laws in (including but not limited to copyright laws); (g) to take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (h) to interfere or attempt to interfere with the proper working of any Digg properties or services (the "Site") or any activities conducted on the Site; (i) to bypass any measures we may use to prevent or restrict access to the Site; (j) to artificially inflate or alter the number of clicks, Diggs, buries, comments on an advertisement as would otherwise occur in the ordinary course of Digg services, including by way of automated means, or fraudulent actions such as creating separate user accounts for the purpose of artificially altering Digg's services; giving or receiving money or other remuneration in exchange for clicks, Diggs, buries, or comments; or participating in any other organized effort that in any way artificially alters the results of Digg's services; (k) to attempt to impersonate another user or person; (l) to use any automated means or form of scraping or data extraction to access, query or otherwise collect Digg advertising related information from any Digg Ads website or property except as expressly permitted by Digg; or (m) to engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants Digg all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative and Services needed for Digg to operate Digg Ads (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create derivative works of Creative) in connection with this Agreement ("Use"). Customer represents and warrants that all Customer information is complete, correct and current; and any Use hereunder and Customer's Creative and Customer's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement or customer's account without notice and may subject Customer to legal penalties and consequences.
  5. Disclaimer and Limitation of Liability To the fullest extent permitted by law, DIGG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, Digg disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) number of Diggs; (ii) costs per click; (iii) click through rates; (iv) availability and delivery of any impressions or Creative on any Digg Property, or section thereof; (iv) clicks; (v) conversions or other results for any ads; (vi) the accuracy of data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (vii) the adjacency or placement of Ads within a Digg Ads. Customer understands that third parties may generate impressions or clicks on Customer's Ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. Customer's exclusive remedy, and Digg's exclusive liability, for suspected invalid impressions or clicks is for Customer to make a claim for a refund in the form of advertising credits for Digg Properties within the time period required under Section 7 below. Any refunds for suspected invalid impressions or clicks are within Digg's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO DIGG BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
  6. Agency For Customers who are not Agencies, this Section 6 shall not apply. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), (b) as between Principal and Customer, the Principal owns any rights to Digg Ads information in connection with those ads, and (c) Customer shall not disclose Principal's Digg Ads information to any other party without Principal's consent.
  7. Payment Customer shall be responsible for all charges up to the amount of each IO, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, unless otherwise stated in the IO Customer shall pay all charges within 30 business days of receipt of invoice from Digg, provided that all billing and reporting date periods will be based on UTC time. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Digg incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge. Charges are solely based on Digg's measurements for the applicable Digg Ads. In the event Customer disagrees with one of Digg's measurements, Customer shall, within 30 days of any such disputed numbers arising, send Customer's measurements and the methodologies used to reach them to the attention of adops@digg.com. To the fullest extent permitted by law, refunds (if any) shall be in the form of Digg Ads creditcredit, except in extenuating circumstances where Digg may grant cash refunds in its reasonable discretion. Nothing in these Terms or an IO may obligate Digg to extend credit to any party. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Digg may be shared by Digg with companies who work on Digg's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Digg and servicing Customer's account. Digg may also provide information in response to legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights, to protect itself or third parties, or defend against legal claims. Digg shall not be liable for any use or disclosure of such information by such third parties. Digg will use commercially reasonable efforts to provide regular weekly reports, or within one business day upon request, and a monthly report within 10 days of the end of each month, which will set forth the actual charges assessed for such month.
  8. Indemnification Digg agrees to defend, indemnify and hold harmless Customer from any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees) (collectively "Losses") incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of Digg's breach of its privacy policy, Digg's display or delivery of any Ad in breach of this Agreement except to the extent (1) that such claim, judgment or proceeding resulted from materials fulfilling Customer's unique specifications or (2) that such materials are provided by Customer, or (3) that such claim, judgment or proceeding resulted from materials provided to Customer for review and the Customer knew or should have reasonably known from the visual or sonic expression of the Ad, while Digg did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene. A "Third Party" means an entity other than the parties to this Agreement, and each of their respective directors, officers, employees and agents. Customer agrees to defend, indemnify and hold harmless Digg, its affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of (1) Customer's breach of this Agreement;or (2) Customer's actions in conflict with or violation of Digg's privacy policy, or the content or subject matter of any Ad used by Digg in accordance with this Agreement, including but not limited to allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action. If any action will be brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will: (i) promptly notify the Indemnifying Party of any such claim of which it becomes aware; (ii) provide all reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (iii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, in no event shall the Indemnifying Party acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party. Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding pursuant to this Section 8, Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foreseeable.
  9. Miscellaneous THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DIGG PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, USA, AND DIGG AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof except for those which are expressly incorporated by reference. In the event of a conflict, the text in these Terms and Conditions shall prevail over any conflicting terms in an IO or Media Plan, No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties. Any notices to Digg must be sent via first class or air mail or overnight courier to Digg Inc., 135 Mississippi St., 3rd Floor, San Francisco, CA 94107, with a copy to Legal Department, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Either party may assign its rights and responsibilities under this Agreement upon notice. Digg and Customer and Digg and Partners are not legal partners or agents, but are independent contractors. In the event that these Terms or one or more Digg Ads Programs expire or are terminated, Digg shall not be obligated to return any materials to Customer. Notice to Customer may be effected by sending an email to the email address specified in Customer's account, and is deemed received when sent (for email).