1. Applicability and Structure
1.1 These Advertiser Terms (the “Terms”) govern the purchase of advertising on the distribution.dev ad network from Daily Dev Ltd., a company organized under the laws of Israel with offices at 9 Derech HaTikva, Ganei Tikva 5591252, Israel, which operates the network under the name distribution.dev (“distribution.dev”), under one or more orders that reference these Terms (each, an “Order”). An Order may be an insertion order, a media plan or another order form, and is accepted when both parties approve it in writing, including by email.
1.2 The party purchasing advertising under an Order is the “Advertiser”. Where an advertising agency places an Order on behalf of an Advertiser (the “Agency”), Section 16 (Agency Provisions) also applies, and “Buyer” means Agency and Advertiser, individually and together. Where no Agency is involved, “Buyer” means Advertiser.
1.3 Each accepted Order, together with these Terms and the Policies, forms a single agreement between distribution.dev and Buyer (the “Agreement”). In the event of any conflict or inconsistency, the order of precedence is: (a) the Order, including any special terms stated on it; (b) these Terms; and (c) the Policies.
1.4 The version of these Terms published at distribution.dev/advertiser-terms as of the date an Order is accepted governs that Order. distribution.dev may update these Terms prospectively; updates do not apply to Orders accepted before the update.
1.5 “Policies” means, collectively, distribution.dev’s placement policy and ad content policy (distribution.dev/legal) and its creative guidelines (distribution.dev/creative-guidelines), in each case as updated from time to time. Material changes to the Policies will not apply to Advertising Materials already approved for a live campaign, except where required by law or to address legal or Network risk.
2. Definitions
“Ad” or “Advertising Materials” means the advertising creative, copy, images, links, landing page URLs, brand assets and related materials provided by or on behalf of Advertiser for display on the Network.
“Network” means the developer websites, documentation sites, communities and newsletters, and the placements in AI chat and coding-agent products, that serve Ads through the System from time to time. Each such property is a “Network Property” and its operator a “Network Publisher”.
“Site Placement” means a labeled, native Ad shown on the web pages or documentation of a Network Property. “Newsletter Placement” means a sponsor placement in a Network Publisher’s newsletter, available on request. “AI Placement” means a labeled Ad shown in an AI chat or coding-agent product through a partner, after the product’s response and never within it.
“Deliverable” means the advertising described on an Order. “Guaranteed Deliverable” means a Deliverable sold with a stated Impression quantity at a fixed price per 1,000 Impressions, or for a fixed fee. “Non-Guaranteed Deliverable” means any Deliverable that is not a Guaranteed Deliverable, including a budget bought at a price per 1,000 Impressions without a stated quantity.
“Impression” means a display of an Ad in a placement that follows the placement policy, as recorded by the System, after invalid traffic has been filtered. For Newsletter Placements, Impressions are recorded by tracking pixel or counted as sends, as stated on the Order. “Click” means a click on an Ad that the System records and matches to an Impression the System served.
“System” means distribution.dev’s advertising serving, measurement and reporting systems, including its advertiser dashboard. “Third Party Measurement” means a measurement or verification service whose tags Buyer adds to a campaign.
“IVT” means invalid traffic, including general and sophisticated invalid traffic as described in applicable Media Rating Council (MRC) and IAB Tech Lab guidance.
3. Orders, Budgets and Changes
3.1 An Order is binding when both parties approve it in writing. Electronic signatures and approval by email are valid and binding. Prices and inventory quoted in an Order are open for acceptance for thirty days from the date it is issued unless the Order states otherwise; after that, a new Order is required.
3.2 If inventory specified in an Order becomes unavailable, distribution.dev will notify Buyer promptly, and the parties will agree on substitute inventory of comparable value or reduce the Order accordingly.
3.3 Buyer may pause a campaign, or move budget between the placements in an Order, at any time through the System or by written notice. Changes take effect within a reasonable time after Buyer makes them. Any other change to an accepted Order must be agreed in writing, and email between the parties’ designated contacts is sufficient.
3.4 distribution.dev will not bill more than the budget or quantity stated on an Order unless Buyer approves the excess in writing.
4. Placement and Delivery
4.1 distribution.dev will serve Ads in accordance with the Order, including placement types, Network Properties, countries, targeting and dates. Unless the Order limits delivery to specific Network Properties, Ads may serve on any Network Property that matches the Order’s targeting. Buyer may include or exclude any Network Property.
4.2 distribution.dev will use commercially reasonable efforts to deliver Guaranteed Deliverables reasonably evenly over the campaign where its length and quantities reasonably permit.
4.3 Each Network Publisher controls its own property, and may block categories of advertisers on it. Ads are labeled as sponsored, promoted or similar, as the placement policy provides or as required by law.
4.4 Where Buyer provides multiple approved creative variants, distribution.dev may allocate delivery among them and adjust pacing to improve performance within the Order’s parameters.
4.5 Newsletter Placements and AI Placements depend on the availability of the Network Publishers and partners concerned. AI Placements are offered in early access and are Non-Guaranteed Deliverables unless the Order expressly states a guaranteed quantity.
4.6 Material failure to deliver in accordance with the Order is addressed exclusively under Section 7 (Guaranteed Deliverables and Makegoods) and Section 8 (Pausing, Cancellation and Termination).
5. Advertising Materials and Review
5.1 Buyer will deliver Advertising Materials that conform to the Policies at least three business days before the campaign start date, or by the date stated on the Order.
5.2 If Advertising Materials are late or non-conforming, distribution.dev will use commercially reasonable efforts to launch promptly after receiving conforming materials, and no makegood, credit or refund will be due for delay attributable to late or non-conforming materials.
5.3 distribution.dev reviews every campaign before it runs. distribution.dev may reject or remove any Ad that violates the Agreement, the Policies or applicable law, or that it reasonably determines may harm the Network or its readers. distribution.dev will tell Buyer the reason, and Buyer may submit revised materials. Removal under this Section 5.3 does not relieve Buyer of payment for Deliverables already delivered.
6. Reporting, Measurement and Billing Data
6.1 distribution.dev will make campaign reporting available to Buyer through the System, including Impressions, Clicks and the count of traffic filtered as IVT, for download and by scheduled email.
6.2 The System is the billing system of record, and fees are calculated on System data.
6.3 Buyer may add Third Party Measurement tags to a campaign on placements that technically support them. Those tags fire alongside the System’s measurement for Buyer’s own reference, and do not change the billing count under Section 6.2.
6.4 Newsletter Placements are measured by tracking pixel only, and JavaScript-based tags are not supported in email. Buyer acknowledges that mail client prefetching (including Apple Mail Privacy Protection) can inflate recorded opens and Impressions, and that guaranteed quantities for Newsletter Placements are the sends or pixel-recorded Impressions stated on the Order.
6.5 Where Advertiser uses distribution.dev’s conversion pixel on its own properties, Advertiser is responsible for disclosing that pixel in its privacy policy and for obtaining any consents required by law. The pixel stores a click identifier in a first-party cookie on Advertiser’s domain only after consent. The resulting conversion data constitutes Performance Data.
7. Guaranteed Deliverables and Makegoods
7.1 If distribution.dev anticipates that a Guaranteed Deliverable will materially under-deliver, it will notify Buyer promptly after becoming aware.
7.2 If a Guaranteed Deliverable has under-delivered as of the campaign end date, distribution.dev will by default extend the campaign until the guaranteed quantity is delivered, for up to thirty additional days. If a shortfall remains after the extension, Buyer’s sole and exclusive remedies are, in the following order: (a) a makegood campaign or substitute placement of comparable value agreed by the parties; and (b) if no makegood is agreed within fifteen business days after the end of the extension, a credit equal to the value of the remaining under-delivered portion, applied against amounts owed or future Orders.
7.3 Non-Guaranteed Deliverables are charged on actual delivery, and any invoiced amount not delivered is handled under Section 9.2. Any estimates for Non-Guaranteed Deliverables are estimates only, and no makegoods apply to them.
7.4 distribution.dev does not guarantee clicks, click-through rates, conversions, sign-ups, leads, pipeline, revenue or any other outcome after delivery, and nothing in an Order will be construed as such a guarantee.
7.5 Deliverables provided at no charge (including added value or promotional media) are Non-Guaranteed Deliverables regardless of any stated quantity, which is an estimate only. They have no cash or credit value, are not eligible for makegoods, credits or refunds, are non-transferable, and lapse upon cancellation, expiration or termination of the applicable Order.
8. Pausing, Cancellation and Termination
8.1 There is no minimum term. Buyer may pause or cancel an Order, or any line on it, at any time through the System or by written notice. Cancellation takes effect when distribution.dev processes it, which it will do within a reasonable time, and Buyer pays only for Deliverables delivered before then. Any amount invoiced for Deliverables not delivered is handled under Section 9.2.
8.2 Either party may terminate the Agreement or any affected Order if the other party materially breaches the Agreement and fails to cure the breach within ten days after written notice. distribution.dev may suspend delivery on five days’ written notice if undisputed amounts are past due, and may terminate immediately on written notice if Buyer’s breach of Section 10 creates legal exposure or harm to the Network.
8.3 Sections 9 and 11 through 17, and any accrued payment obligations, survive expiration or termination of the Agreement.
9. Invoicing and Payment
9.1 Unless the Order states otherwise, distribution.dev invoices the full Order value at campaign launch (the start date stated on the Order) and, for campaigns longer than three months, invoices quarterly in advance at the start of each quarter of the campaign. Where an Agency places Orders for several Advertisers, the Order states whether invoices are issued per Advertiser or to the Agency as a whole. distribution.dev may condition launch on payment for Buyer’s first campaign, and may require prepayment or revised terms upon reasonable concerns about Buyer’s creditworthiness.
9.2 If an Order or line is cancelled under Section 8.1, or a campaign ends with less delivered than was invoiced, distribution.dev will credit the value of the Deliverables not delivered against amounts owed or future Orders or, on Buyer’s written request, refund it. This does not apply to Deliverables provided at no charge (Section 7.5).
9.3 Invoices are payable in US dollars by the due date stated on the invoice or the Order, without deduction, by the payment method stated on the invoice.
9.4 Buyer must raise any invoice dispute in writing, with reasonable detail, within thirty days after the invoice date. Undisputed portions remain payable when due, and invoices not disputed within that period are deemed accepted, absent fraud.
9.5 distribution.dev may charge interest on undisputed amounts that are more than fifteen days overdue, at the lesser of one and one half percent per month and the maximum rate permitted by applicable law.
9.6 Fees are exclusive of taxes. Buyer is responsible for applicable sales, use, VAT, GST and similar transaction taxes, excluding taxes on distribution.dev’s income.
9.7 Buyer may not set off or withhold amounts due under the Agreement, except for (a) credits issued by distribution.dev under the Agreement, (b) amounts distribution.dev agrees to in writing, or (c) amounts finally awarded by a court of competent jurisdiction.
10. Content, Compliance and Traffic Quality
10.1 Ads, and the products, services and landing pages they promote, must comply with the Policies and all applicable laws, including advertising disclosure and labeling requirements. Ads must be accurate and lead to the product they describe.
10.2 The Network is dedicated to developer content. distribution.dev reviews each Network Property before it joins the Network, and will use commercially reasonable efforts, consistent with the Policies, to avoid placing Ads adjacent to content that is illegal, hateful or pornographic.
10.3 distribution.dev uses commercially reasonable technical measures, informed by applicable MRC and IAB Tech Lab guidance, to detect and filter IVT. Impressions and Clicks that distribution.dev identifies as IVT are not billable.
10.4 Each Network Publisher is responsible for its own property and, for Newsletter Placements, for the lawful sending of its newsletter, including opt-out handling. Buyer is responsible for the content of its Ads and for its own websites, products and communications.
10.5 Each party represents that neither it nor, to its knowledge, its beneficial owners are subject to sanctions administered by OFAC, the European Union, the United Kingdom or the United Nations, and each party will comply with applicable export control, sanctions and anti-corruption laws in performing the Agreement.
11. Data and Privacy
11.1 “Performance Data” means campaign delivery and performance data made available to Buyer for a campaign. “Network Data” means data relating to the Network, its Network Properties or their readers, including targeting attributes, segments and distribution.dev’s targeting taxonomy. As between the parties, distribution.dev owns all Network Data.
11.2 Buyer may use Performance Data for campaign reporting, optimization, billing reconciliation and internal analytics. Buyer will not use Performance Data or Network Data to (a) retarget or identify readers of the Network, (b) build, append to or augment any user profile or segment, or (c) sell, license or disclose such data to any third party other than Buyer’s service providers bound by restrictions at least as protective as this Section. For clarity, this Section does not restrict Buyer’s use of data that Buyer collects on its own websites and landing pages, which is governed by Buyer’s own privacy policy and applicable law.
11.3 distribution.dev does not disclose, sell or share the personal data of the Network’s readers to Buyer in connection with campaigns. Targeting and delivery are performed by the System, and campaign reporting is provided in aggregate form. distribution.dev’s privacy policy (distribution.dev/privacy) describes the data the System processes. To the extent a party independently processes personal data in connection with the Agreement, that party acts as an independent controller (or the equivalent designation under applicable US state privacy laws) of the personal data it processes, will comply with the data protection and privacy laws applicable to it (including, as applicable, the GDPR, the UK GDPR and US state privacy laws), and will maintain a publicly available privacy policy. On request, the parties will enter into commercially reasonable supplemental data protection terms.
11.4 distribution.dev will not use Buyer’s Confidential Information or Advertising Materials to train generative AI models. Buyer will inform distribution.dev if Advertising Materials contain synthetic or AI-generated depictions of identifiable real persons or otherwise require AI-related disclosure under applicable law, and Buyer is responsible for the legal compliance of AI-generated content it provides.
12. Warranties and Disclaimer
12.1 Each party represents and warrants that it has the full right, power and authority to enter into and perform the Agreement, and that its performance will not violate any other agreement by which it is bound.
12.2 Buyer represents and warrants that (a) it holds all rights necessary for distribution.dev and the Network Publishers to use the Advertising Materials as contemplated by the Agreement, including all names, logos, images and claims in them, (b) the Advertising Materials, and the products, services and landing pages they promote, are lawful, truthful, not misleading and free of malware or harmful code, and (c) its Ads comply with the Policies.
12.3 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE NETWORK, THE SYSTEM AND ALL SERVICES ARE PROVIDED “AS IS”, AND DISTRIBUTION.DEV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE NETWORK WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY CAMPAIGN WILL ACHIEVE ANY PARTICULAR RESULT.
13. Indemnification
13.1 Buyer will defend distribution.dev and its officers, directors and employees against any third party claim arising out of (a) the Advertising Materials, or the products, services or landing pages they promote, including claims of intellectual property infringement, false or deceptive advertising or violation of law, or (b) Buyer’s breach of Section 10, 11 or 12.2, and Buyer will indemnify distribution.dev against damages, costs and reasonable attorneys’ fees finally awarded on, or agreed in settlement of, such claims.
13.2 distribution.dev will defend Buyer against any third party claim that the System (excluding Advertising Materials, Buyer-provided content and Network Publishers’ content) infringes that third party’s United States intellectual property rights, or arising out of distribution.dev’s breach of Section 11 as it applies to distribution.dev, and distribution.dev will indemnify Buyer against damages, costs and reasonable attorneys’ fees finally awarded on, or agreed in settlement of, such claims.
13.3 The indemnified party will provide prompt written notice of the claim, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, provided that no settlement imposing liability or an admission on the indemnified party may be made without its consent.
14. Limitation of Liability
14.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 THE EXCLUSIONS AND CAP IN THIS SECTION 14 DO NOT APPLY TO (A) BUYER’S PAYMENT OBLIGATIONS, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (C) A PARTY’S BREACH OF SECTION 15, OR (D) A PARTY’S FRAUD OR WILLFUL MISCONDUCT.
15. Confidentiality
15.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement that is designated confidential or that reasonably should be understood to be confidential, including the terms and pricing of each Order. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient, (b) was known to the recipient without restriction before disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of the discloser’s Confidential Information.
15.2 The recipient will use Confidential Information only to perform the Agreement, will protect it with at least reasonable care, and will not disclose it except to employees, affiliates and professional advisors with a need to know who are bound by confidentiality obligations at least as protective. The recipient may disclose Confidential Information to the extent required by law or legal process, with prompt notice to the discloser where legally permitted.
15.3 These obligations continue for three years after termination of the Agreement and, for trade secrets, for as long as they remain trade secrets.
16. Agency Provisions
This Section 16 applies where an Agency places an Order on behalf of an Advertiser.
16.1 Agency represents and warrants that it is the authorized agent of the Advertiser identified on the Order, with authority to bind Advertiser to the Order and these Terms, and Agency will provide written confirmation of that authority on distribution.dev’s request.
16.2 Agency and Advertiser are jointly and severally liable for all amounts payable under the Order. Payment by Advertiser to Agency does not discharge Buyer’s obligations to distribution.dev except to the extent such amounts are actually received by distribution.dev.
16.3 distribution.dev will invoice Agency at the billing address or through the invoicing platform stated on the Order. Agency will promptly provide the routing, portal and purchase order information reasonably required to submit invoices. Failure to provide that information does not extend the due date of any invoice.
16.4 On distribution.dev’s request, Agency will keep distribution.dev reasonably informed of the status of Advertiser’s payment for amounts invoiced under the Order.
17. General
17.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, provided that force majeure does not excuse payment for Deliverables already delivered. If a force majeure event continues for five business days, either party may cancel the affected remainder of the Order without penalty.
17.2 The parties are independent contractors. The Agreement is non-exclusive, and distribution.dev may enter into similar agreements with others, including Buyer’s competitors.
17.3 Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets or equity, with written notice.
17.4 Notices must be in writing and sent by email to the addresses stated on the Order or, for notices to distribution.dev where none is stated, to legal@daily.dev, and are deemed received on the next business day after transmission.
17.5 The Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to that jurisdiction and venue and waives trial by jury. The prevailing party in any proceeding is entitled to recover its reasonable attorneys’ fees and costs.
17.6 The Agreement is the entire agreement of the parties regarding its subject matter and supersedes all prior discussions and agreements on that subject. Terms on Buyer’s purchase orders or procurement portals do not apply, even if referenced or required for invoice processing. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver. There are no third party beneficiaries. The Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
Questions about these terms: legal@daily.dev
