Thank you for using our services! All legal information related to CoinAD Media website, platform and services can be found on this page.
By using our website, platform or services, you are agreeing to the below terms and policies, so please read them carefully.
This page was last updated on 11.11.2018.
These Terms of Service (“Terms”) shall govern the commercial relationship between you and us. Where used in this Agreement, references to: (a) “we”, “our”, “us” means CoinAD.media and, as applicable, any of its directors, shareholders, employees and contractors, being a digital advertising network that provide services for products monetization and promotion, connecting advertisers and publishers through such service globally (“Services”) and (b) “you” and/or “your” mean the individual or entity who wishes to use our Services as an advertiser through the platform available at https://coinad.media/ website (“Website”).
Additional terms or service conditions may apply and be shown separately. These additional terms become part of your Agreement with us and all the policies made available to you therein must be followed.
If you do not agree to all the provisions of these Terms, then you may not use any of our Services.
2. Definitions and interpretation
For the purposes of the Terms, the following terms shall have the meaning as specified below:
Account: an account on the Platform, which is created through the Website and used to access your Wallet, payment details and other information.
Ads or Advertisement: any type of content (such as text messaging, audio and video files, rich media, content, text, and graphic text), including but not limited to, banners, buttons, pop-ups, pop-unders, lightbox interstitial and text links that are generally used as an advertisements, licensed and provided to us by you.
Agreement: any standard terms imposed by us to regulate the commercial relationship between you and us, including these Terms and Policies.
Banner: any banner, logo, Ad or other marketing material designed or created by us at your request.
Campaign: a “marketing operation” designating the operations set up with the aim, notably, of increasing traffic to your Site or other product linked with you.
Crowdsale: a public sale of Tokens organized and/or managed by you.
IPR: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Platform: a technological solution offered by us and available at the Website, enabling the presentation of Ads and publishing Press-Releases on Publisher Site(s).
Press-Release: a written communication that reports specific but brief information about you, your Site or other product or service linked to you.
Publisher Site: a website of a publisher with whom we have entered into contract in order to display your Campaign Ads and/or publish your Press-Release(s).
Services: services we will provide to you via the Platform based on your insertion orders and in accordance with these Terms.
Site: a website or other product linked with you to which an Internet user may be directed through the Campaign Ads placed and/o Press-Release(s) published on the Publisher Site(s).
Terms: these terms of service imposed by us.
Token: a cryptographic token generated or to be generated and offered for sale by you.
VAT: a value added tax chargeable under EU law for the time being.
Wallet: a set of billing details and financial information associated with your Account.
Website: website located at https://coinad.media/ and all subdomains of such website.
References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things.
References to “persons” include private individuals, legal entities, unincorporated associations and partnerships and any other organisations, whether or not having separate legal personality.
Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing legal persons and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
In order to become an advertiser and start using the Services, you must first register an Account on the Platform and be in compliance with present Agreement (in case of using self-service) or register as an advertiser by contacting us directly for acceptance (in case you wish our management-service).
Self-service assumes that access to the Services shall be provided through your Account. Management-service assumes that assistance in using the Services and the Platform shall be provided by or with the assistance of our team
Any natural person older than 18 years with full active legal capacity or any legal person may apply for an Account. You must provide your real name(s) and full personal and/or company registration information including payment data, if required. All information you provide upon registration must be accurate and up-to-date. You may not provide any false information or create an Account for anyone other than yourself without respective authorization. The representative of a legal person making the Account on behalf of the legal person must ensure that he has all the necessary rights and powers to do that. In order to verify your Account, we may request additional verification information, such as a copy / scan of your passport, ID card, driver’s license, utilities bills and payment method details.
We reserve the right to accept or reject your Account registration request without additional explanation. Further, we reserve the right to define the scope of features, Services and tools available for your Account. Registering an Account on the Platform implies full and total acceptance of all our policies, including these Terms.
You are entirely responsible for maintaining the confidentiality of the information you hold for your Account, including your password, and for any and all activity that occurs under your Account as a result of you failing to keep this information secure and confidential. You have to notify us immediately, in case of any unauthorized use of your Account.
You may not transfer your Account to anyone without our explicit written permission and you may not use anyone else’s Account or password at any time without the express permission and consent of the holder of that Account. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. You will be held liable for losses due to someone else using your account or password as a result of your failing to keep your account information secure and confidential.
In case we find at our sole discretion that there is a threat that you are engaging in any suspicious activity, you have violated the Agreement or it is necessary for security reasons, we may temporarily suspend your Account until the cause for suspending your Account has been eliminated; or if that cannot be eliminated or you refuse or fail to eliminate it, block your Account and terminate the Agreement. For security reasons we may in addition block your access to the entire Website. You agree that we will not be liable to you or to any third party for termination of your access to your Account and/or the Website as a result of any violation of the Agreement by you. If your Account has been previously suspended or blocked, or during the time your Account has been temporarily blocked, for any of the above reasons, you may not create another Account without our prior express permission.
We shall provide the Services based on the insertion orders submitted via the Platform using reasonable care and skill. We shall use current Internet ad serving industry-standard security measures in connection with the provision of the Services.
Any Campaign is published under your responsibility. You declare and guarantee that any Campaign is in accordance with the laws and regulations in force, especially internet and advertising laws and does not infringe any third party’s intellectual property rights or privacy. We reserve the right to refuse to publish or to delete any Campaign which does not comply with laws and regulations in force. In this case no indemnity shall be claimed by you to us.
You acknowledge that we may reject any of your Campaigns at any time for whatever reason. We cannot bear any responsibility in case of illegal Campaign(s).
All statistics for the purposes of calculation of impressions and general delivery reporting are based on the statistical data in our reporting system. You fully acknowledge the trustworthiness of such data, which will prevail in the event of a dispute, with regard to the measurement of all impressions. Your Account statistics are available for the last 6-month period only. For getting statistics for more than 6-month range, you should do written request to us. Unless there any technical issues, the statistics on your Account are updated live. However, you agree that provided statistics are subject to validation by us, and are subject to change without prior notice.
We reserve the right to modify or discontinue, temporarily or permanently, the Services with or without notice to you and we shall not be liable to you or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided. We shall also have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.1. Campaign Ads
We shall promote and display your Campaign Ads on the Publisher Sites and, at your request, create and design a Banner for your Campaign(s). We reserve the right to add, edit, or remove any Campaign settings or characteristics. Currently, we provide CPM (cost per mile: advertiser pays for each 1000 impressions delivered to it) pricing model. Each advertising format might have minimum and maximum prices, whereby we reserve the right to update minimum and maximum prices at any given time.
You must ensure that your servers support the traffic directed to your Site through the Ads we are serving. You acknowledge that we take in no way responsibility for the consequences in case your servers cannot support the traffic directed to your Site through the Campaign Ads. However, if such kind of failure happens, please send us an e-mail to firstname.lastname@example.org. Upon receipt of such e-mail we shall make our best reasonable efforts to resolve the failure, inter alia we have the right to suspend your Campaign.
4.2. Banner Creation
If you insert an order for design of a Banner for your Campaign, you shall provide us with all the information and content necessary for the creation of a Banner. You shall procure such content shall not include any of the following:
inappropriate content, including (i) content that incites hatred against, promotes discrimination of, or disparages an individual or group on the basis of their race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, or other characteristic that is associated with systemic discrimination or marginalization; (ii) content harasses, intimidates, or bullies an individual or group of individuals; (iii) content that threatens or advocates for harm on oneself or others or seeks to exploit others; (iv) promotions containing violent language, gruesome or disgusting imagery, or graphic images or accounts of physical trauma and/or (v) promotions containing obscene or profane language or that are likely to shock or scare;
misleading or unclear content, including (i) promotions of services or products that cannot be found from your Site; (ii) advertising that is not relevant to the Site; and/or (iii) any misleading and/or false information;
prohibited adult content, including (i) text, image, audio, or video of graphic sexual acts intended to arouse; (ii) content promoting underage, non-consensual, or other illegal sexual themes, whether simulated or real; and/or (iii) content that may be interpreted as promoting a sexual act in exchange for compensation, sexual exploitation of minors or marriage to a foreigner; and/or
deceptive investment content, including (i) promotions guarantying returns, if an opportunity sounds too good to be true; (ii) promotions offering to use retirement or pension funds for investment purposes; (iii) content that pressures to act quickly; (iv) promotions placing bonuses or discounts as a main massage of ad or offering bonuses higher than 50% in case of pre-sale of Tokens and higher than 30% in case of sale of Tokens; (v) promotions using words such as “invest” and “buy” in connection with a timer or bonuses / discounts; (vi) statements that the Client’s project is not scam; (vii) content promoting that the investment is no-risk investment and (viii) other deceptive investment advice and money-making opportunities.
You shall be obliged to approve any Banner before launching the Campaign and shall bear full responsibility for the information contained in the Banner, including regarding you, your Site and/or other product or service linked to you. You acknowledge and agree that Campaign shall not be launched until the relevant Banner is approved by you.
We shall draft a Press-Release based on the content provided by you and publish it on the Publisher Sites. You shall procure such content shall not include any of the listed in section 4.2 and shall bear full responsibility for the information contained in the Press-Release regarding you, your Site and/or other product or service mentioned in the Press-Release. Upon your request, we shall make one round amendments to the Press-Release. We shall start publishing the Press-Release after receipt of your final approval. You shall be obliged to approve the Press-Release and/or any amendment thereof within five (5) business days as of receipt of the relevant draft.
We shall put the best efforts while providing our Services, but we do not guarantee the amount of interest given to your product or service, social media sharing of the Press-Release, traffic to the Publisher Site(s) or your Site or any other results that are not directly dependent on our efforts.
5. Your obligations and warranties
You shall have sole responsibility for ensuring the accuracy of all information provided to us and warrant and undertake to us that your employees and representatives assisting in the execution of the Agreement have the necessary skills and authority.
You represent and warrant that you comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the data protection, competition, e-commerce and equivalent legislation and hereby agree to indemnify and to keep us indemnified in respect of any and all costs, claims or proceedings whatsoever brought against us by any third party in connection with any breach of the same by you.
You represent and warrant that:
in case of being a legal entity, you are duly organized and validly existing under the laws of its country of incorporation; no actions for the dissolution, merger, division or transformation of you have been taken, no interim trustee has been appointed, no bankruptcy or reorganisation proceedings have been commenced and no bankruptcy petitions have been submitted with respect to you;
you have full authority and power to enter into this Agreement and perform your obligations hereunder;
the entry into and performance of this Agreement and the consummation of the transactions contemplated herein will not result in a breach of (i), in case of being a legal entity, the articles of association or any other constitutional documents, (ii) any judgement, decree or order of any court or any administrative act of any public body, (iii) any applicable law or permit, or (iv) any agreement or other undertaking binding on you;
you are not purchasing the Services for any illegal purposes and have all necessary permits and licenses for the display of the Campaign Ads, publishing Press-Releases and carrying out business activities in the relevant countries;
any information provided to us under this Agreement (including regarding your Campaigns) is true, accurate, correct and current;
you are the owner of each material and/or content or that you are legally authorized to act on behalf of the owner of such for the purposes of this Agreement;
all materials and/or content provided to us comply with all applicable laws, statutes, ordinances, and regulations and do not breach any rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories;
you have reviewed the Policies and will regularly check the Policies for updates and shall comply with such Policies, as well as updates to the same.
If your Campaign concerns the Crowdsale and/or otherwise relates to Tokens, you represent and warrant that:
you are not selling Tokens for any illegal purposes and have all necessary permits and licenses for the display of the Campaign Ads, publishing Press-Releases and carrying out Crowdsale and business activities in the relevant countries, including, but not limited to, (i) comply with all foreign exchange, anti-money laundering or regulatory restrictions applicable to the sale of Tokens and (ii) have all governmental or other consents that may need to be obtained; and
you shall make all the required actions in order to restrict the sale of the Tokens to citizens or residents of a geographic areas in which sale or use of the Tokens is prohibited by applicable law, decree, regulation or treaty.
You declare and guarantee that Campaigns, including your Site(s), do not:
promote goods, services or activities which are prohibited and promoting activity itself is in accordance with all applicable laws of jurisdictions to which your Site and/or Campaign is concerned (e.g. laws regulating services and products with special regulations);
contain malware, automatically downloaded content, malicious scripts or password phishing scams;
contain material that infringes the rights of any third parties (including but not limited to copyright and other intellectual property rights and personal rights) or which promotes copyright piracy (e.g. unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc);
contain material that infringes the rights of any third parties (including but not limited to copyright and other intellectual property rights and personal rights) or which promotes copyright piracy (e.g. unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc);
promote any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
contain inappropriate newsgroup postings or unsolicited e-mail (spam);
contain fraudulent or misleading material, false representations or notifications, including misleading information about products, services, or businesses;
contain false statements about your identity or qualifications;
promise products, services, or promotional offers that aren’t easily found from your Site and/or landing page;
impersonate entity, company or organization of a third person, and mimic functionality or warnings from the operating system, software or other content of a third person;
disclose personal or confidential information that is not publicly accessible, lacks required consent(s) or which disclosure is illegal due to other circumstances;
contain illegal, false or deceptive investment advice and money-making opportunities;
provide incentives of any nature to require or encourage users to click on advertisement banners (i.e., charity, sweepstakes, etc.);
contain material which reasonable public consensus deem to be indecent, immoral or other ways inappropriate;
direct to or be a site which is under construction or incomplete or a site with extremely limited audiences or viewership;
make use of suspicious campaign settings;
contain links to other sites, applications or any other type of content presenting the characteristics detailed above.
You shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials under the Services, submitted by us. In addition, you undertake, as quickly as possible and within the agreed deadline to, implement changes on your Site or where it may otherwise be required by us, to comply with the terms of this Agreement.
You shall be obliged to inform us immediately of changes of your Site’s domain name, look or content of the Site and any other material information which may affect the Services delivered by us.
You shall not, and shall not assist or permit any third party, to: (a) use the Services to collect or store personally identifiable information; (b) misappropriate any part of the Services; and (c) breach any Company’s security measures.
You shall not and shall not attempt to: (a) resell, sublicense, lease, time-share, distribute or otherwise transfer to any third party its right to access and use the Platform or the Services; (b) reverse engineer, decompile or dissemble the Platform or any part thereof; (c) modify, copy or create derivative works of the Services or the Platform or any our graphics, creative, copy or other materials owned by, or licensed to us in any way, or (d) access the Platform or any part thereof for the purpose of building a competitive product or service or copying its features or user interface or authorize or permit a direct competitor to do so.
discloses (i) the usage of third-party technology, (ii) the data collection and usage resulting from the Services; and (iii) that third parties may be placing and reading cookies on end users’ browsers, or using web beacons to collect information in the course of Ads being served on your Sites;
includes information about end users’ options for cookie management; and
complies with all applicable privacy laws, rules and regulations.
You oblige to take all reasonable steps to ensure that an end user is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other information on the end user’s device where such activity occurs in connection with the Services and where providing such information and obtaining such consent is required by law.
It is your responsibility to ensure that your Campaign, including your Site, Ads and Press-Releases, always met the above requirements. We have the right to check your compliance with these Terms at any point during the time your Agreement with us is valid.
6. Fees, refunds and taxation
6.1. Fees and payment terms
You shall pay fees for the Services based on the invoices submitted by us. Unless agreed differently, you must load funds to your Wallet in advance. The funds from your Wallet may be spent on any Campaign type set up by you. If your Account balance becomes zero, all your Campaigns related with your Wallet will be immediately paused.
The fees for the Services provided by us are calculated based on the pricing model of the Campaign type chosen by you and, if applicable, statistics gathered by us. Amount of daily Campaign Ads spendings will be deducted from your Wallet balance on daily basis automatically. Amount payable for Banner creation and Press-Releases will be deducted from your Wallet automatically after ordering the relevant Service. All invoices generated by us shall be under automatic approval and must be paid in full by you. You agree that you are entitled to a refund for delivered Services only in cases explicitly set out in these Terms.
When you make a purchase, you agree to provide a valid funding account to proceed with payment. When you have successfully completed the funding transaction, we will then transfer that value to your Wallet balance and create an invoice. Pay attention to the details of the transaction, because your total price may include taxes and fees, all of which you are responsible for funding. Upon payment we may charge you with a processing fee or any other fee applicable by third party payment service provider.
You have the right to select any payment service provider available provided your transaction meets all of the criteria set in the terms and conditions for each payment method. You agree that we are not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees applied to your Account. We have the right to switch payment service provider(s) at any time without notifying you. For each payment method, there are different account thresholds for receiving and sending money that might be changed at any moment by us. We reserve the right to reject a financial operation or change the list of available payment options.
You are responsible for maintaining the security of your Account, and you understand that you will be charged for any orders placed on or through your account.
We have the right make adjustments to your Account balance due to technical reasons and/or fraudulent activity.
You can receive a bonus only after adding money to your account. All bonuses earned or granted to you are not eligible for refund. Bonuses can be used for Campaigns only and are the last to be used. Bonus money for registration can only be spent on CoinAD.media. Bonus money is virtual money or a gift for registration. Upon receipt of bonus money, the advertiser’s money is spent first. After that, bonus money begins to be spent. Bonus money cannot be withdrawn to a bank account. If the bonus money has not been spent by advertisers, then they remain on his personal account and are automatically destroyed after 100 days.
All payments in Bitcoins and other cryptocurrencies are non-refundable.
You are entitled to request for a refund in the following cases:
– if there has been an incorrect payment transaction;
If according to applicable law it is your responsibility to declare, pay or withhold taxes on or from your transactions with us, you agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so. We perform our tax obligations according to the tax laws of the EU. All payments to you from us in relation to our Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
6.5. Additional Actions
We may cancel any transaction if we believe the transaction violates the Agreement, or if we believe doing so may prevent financial loss. We may also cancel any income, bonuses, prepayment, and adjustments as a result of fraudulent or illegal activity. In order to prevent financial loss to you or to us, we may at our sole discretion and without incurring any liability, place a delay on a payment for a period of time, or limit funding instruments for a transaction, or limit your ability to request a payment, or suspend/block your Account. In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.
If you leave your Account balance unused for 100 consecutive days, or if you delete your account and leave a balance, or if we suspend your Account and you do not meet any conditions necessary to reinstate it within 100 days, we may process your Account balance to zero in accordance with these Terms. If your Agreement with is terminated due to the violation of the Agreement by you, we are entitled to a contractual penalty in the amount of the balance of your blocked Account and therefore, we may refuse to make any payments to you by way of set-off of the claims.
7. Delays and complaints
In the event that you prove that the Services are delayed or not in accordance with the Agreement, we shall be obliged to remedy or redeliver, at our own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Agreement after reasonable attempts have been made to remedy this, you shall be entitled to cancel the relevant order in accordance with section 13, provided that the breach is material.
Complaints concerning delays or breach of the Agreement shall be submitted immediately after the time when you became or should have become aware of the matter. If you fail to bring the breach (unless by its very nature it is impossible to ascertain within such a period) to our attention within 48 hours you shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Agreement.
Your exclusive remedies for late delivery or Services not conforming with the Agreement are as specified in this section 7 and, if the remedies set out in this Agreement have been exhausted, your final remedy is limited to cancellation of the Agreement and our sole liability is to refund any payments for Services not conforming with the Agreement, subject to the limitations set out in sections 10 and 11 below.
8. Intellectual property
It is your responsibility to ensure that you have the right to use any IPR when you provide any text, image or representation ( “Materials”) to us for incorporation into the Services (including content of Ads, banners and information for Press-Releases) and you hereby grant or agree to procure the grant of (as applicable) an irrevocable, unconditional and fully paid-up licence to us, our affiliates and publishers to use such Materials and your trademarks for the purposes of providing the Services.
You shall be responsible for ensuring that the contents of Materials which you have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We shall be entitled to reject and delete such material without incurring any liability. In addition, we shall be entitled to cancel the relevant order.
You shall indemnify us against all damages, losses and expenses suffered or incurred by us as a result of the Materials which you have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any IPR of a third party.
All IPR, both economic and moral, in (a) the Services and the Platform, (b) our trademarks and (c) any goodwill, derivative works, improvements and/or intellectual property associated with the foregoing, are owned by us. Unless expressly stated otherwise in this Agreement, the IPR created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in us and be our property or the relevant third party from whom we have acquired a right of use with a view to executing the Agreement. You agree to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such IPR vest in us.
If we make Banners, draft Press-Releases or create other materials available to you as part of the execution of the Agreement, you shall only acquire a non-exclusive personal non-transferable license to use such material until the Services under this Agreement cease. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of our trademarks, service marks, copyrights, patents or trade secrets. All rights not expressly granted in this Agreement are reserved by us.
9. Liability, indemnity
You are fully responsible for the due performance of your obligations under the Agreement and must compensate to us any and all damages caused by the non-performance or unsatisfactory performance of your obligations.
You agree to indemnify, hold and defend us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against us by any and all third-party claims and liabilities arising out of or related to or in connection with: (a) your sale of Tokens; (b) actions taken by legislatures or regulatory agencies in any jurisdiction affecting the Tokens; (c) purchase and use of the Services and/or the Platform; (d) any content or materials provided by you to us; (e) any breach or alleged breach of any of the representations, warranties, declarations, undertakings or statements made by you; (f) violation of these Terms and/or Policies and/or other mutual agreement between you and us; and/or (g) violation of any law, rule or regulation, or any rights of any other person or entity. You shall notify us immediately of any matter which could result in any loss, claim, damage, expense or liability subject to indemnification under this section. Such notification will not release you from your indemnification duty. We reserve the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this section.
In case of delay with any payments you will pay us a penalty for late payment in the amount of zero point five percent (0,5%) of the outstanding amount per day.
You agree that we are entitled to demand you to pay a contractual penalty and/or cancel the provision of the relevant Service in the following cases:
if you fail to undertake those acts or provide those materials or approvals required under these Terms within any specified or agreed deadline, we may demand from you a contractual penalty in the amount of 30% (thirty per cent) of price of the relevant Service ordered by you;
If your Agreement with us is terminated due to the violation of Agreement by you (e.g. due to your fraudulent activity), we may demand from you a contractual penalty in the amount of your unused balance and set-off our claim for the contractual penalty against your claim for payment; and
If you do not have any of the necessary rights, permits or licenses required for the display of the Campaign ads, or publisher Press-Release or the operation of your Site(s) and/or business activities in the selected countries and you have not notified us thereof, we may demand from you a contractual penalty in the amount of EUR 10 000 for each breach.
In case the contractual penalty does not cover our actual damages, we may also demand for compensation for damages exceeding the penalty.
10. Disclaimer of warranty
SUBJECT TO WARRANTIES GIVEN BY US UNDER SECTION 4, NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKE OR GIVE, NEITHER EXPRESSLY NOR IMPLIED, ANY PROMISE, WARRANTY OR REPRESENTATION AS TO, AND DOES NOT ACCEPT ANY LIABILITY IN RESPECT OF THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, QUALITY OF THE SERVICES OR THEIR CORRESPONDENCE WITH DESCRIPTION OR AS TO THEIR FITNESS FOR A PARTICULAR PURPOSE OR AS TO THE TITLE AND NON-INFRINGEMENT (INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS), PRODUCTIVENESS OR CAPACITY. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKE ANY PROMISE, WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE PLATFORM AND/OR THE SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED. WE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM AND THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES (INCLUDNIG PUBLISHERS) IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM AND/OR ANY SERVICES. WE DO NOT BEAR ANY RESPONSIBILITY IN CASE OF ILLEGAL ADVERTISEMENT OR ILLEGAL CONTENT PUBLISHED ON THE PUBLISHER’S SITE(S).
YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF INTEREST (INCLUDING A CERTAIN NUMBER OF CLICKS, REGISTRATIONS, PURCHASES OR THE LIKE) WILL BE GENERATED AS A RESULT OF PROVISION OF THE SERVICES, OR THAT USE OF THE SERVICES WILL PROVIDE ANY SPECIFIC RESULTS. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH ANY SERVICES IS TO STOP USING ANY SUCH SERVICES.
THE FOREGOING DISCLAIMER OF WARRANTY IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW AND IS A FUNDAMENTAL PART OF THE BASIS OF OUR BARGAIN HEREUNDER, AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.
11. Limitation of Liability
No claim for a breach of any our representation or warranty shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to you and/or actually known by you.
We reserve the right to do any of the following, at any time, without notice, to: modify, suspend or terminate operation or access to the Website, the Platform or the Services for any reason; modify or change the Website, the Platform or the Services and any applicable policies or terms; and/or interrupt the operation of the Website, the Platform or the Services as necessary to perform routine or non-routine maintenance, error correction, or other changes.
We shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a Service is dependent or other deliveries from a third party.
To the fullest extent permitted by applicable law, you release us from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or related to the acts or omissions of publishers or any third parties, including in connection with illegal advertisement or illegal content published on the Publisher Site(s).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) IN NO EVENT SHALL WE, OUR LICENSORS, AFFILIATES, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR OF ANY SERVICES, AND (B) OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN ANY OTHER WAY SHALL ONLY BE FOR DIRECT DAMAGES AND SHALL NOT EXCEED THE LOWER OF EUR 5,000 OR THE NET AMOUNT RECEIVED AND RETAINED BY US IN CONNECTION WITH THIS AGREEMENT WITH YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Any claim under the Agreement must be brought within six (6) months after the cause of action arises, or such claim or cause of action is barred.
The provision of this section 11 determine the allocation of risks between you and us, and you agree and acknowledge that such allocation of risks and the limitations of liability specified herein are an essential basis of the bargain between you and us.
12. Force majeure
We shall not be liable for delays, failure in performance or interruption of the Services which result directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond its reasonable control (“Force Majeure Event”).
If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.
Notwithstanding the other provisions of this Agreement, each party shall be entitled to terminate the Agreement without liability to the other by written notice to the other party in the event that the performance of the Agreement is impeded for more than thirty (30) days due to a Force Majeure Event.
13. Duration and termination
Your Agreement with us becomes effective upon registration of your Account or upon signing any additional agreement with us and is valid for unspecified period.
Each party is within its rights entitled to terminate the Agreement, for any reason, by registered mail (with notice of delivery) or by e-mail, sent by you to email@example.com or by e-mail from us to the e-mail address you have previously provided, giving at least 24 hours prior notice.
Provided that we have made available such a possibility, you may also terminate the Agreement by deleting your Account from the Platform. You as an advertiser may be given such an option only if your Account has no un-invoiced spending and/or unpaid invoices. You can delete your Account by way of pressing the delete button on your Account. After that we will send you an e-mail with confirmation link. If you confirm your wish to delete your account, the Agreement will be deemed terminated, your access to your Account will be closed and the provision of all our Services to you stops.
Provided there is a good reason, both you and us may terminate the Agreement also immediately without prior notice. We may do so inter alia if:
we are required so by a facially valid subpoena, court order, or binding order of a governmental authority;
you have delayed your payment under the Agreement by more than ten (10) days;
you have failed to comply with any applicable laws, directives, rules and/or regulations;
we reasonably suspect that you are in breach of any of your warranties and representations given under these Terms;
you materially breach any other obligation under these Terms or Policies and fail to remedy such breach within a reasonable time granted by us;
in respect of you, a liquidator, receiver or administrative receiver is appointed, you are adjudicated as bankrupt, or declared as insolvent;
this opportunity is set forth in any other provision of these Terms.
Upon termination of the Agreement your Account is immediately archived. If there was an unused balance on your Account, you are entitled to a refund in accordance with this Agreement.
All provisions of the Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination of this Agreement. Termination of this Agreement will not prejudice any right of action or remedy which may have accrued to you or us prior to termination (as the case may be).
You agree to keep all details of the contractual relationship between you and us confidential (including but not limited to information about our Services, technology, software, statistics, price rates and all info explicitly marked as confidential), and not to disclose information of any nature exchanged (including communication sent to you by us) before or during the term of the Agreement to any third parties. You shall use the same degree of care to protect the confidential information as you use to protect your own most highly confidential information, but in no circumstances less than reasonable care, and shall not disclose confidential information to any person or entity other than your officers, employees and consultants who need access to such confidential information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with you consistent with this section 14.
You as an advertiser undertake not to use the information about our publishers directly or indirectly for your own or third party’s commercial benefit or in order to compete or cause prejudice to our activities in any manner whatsoever.
The duty of confidentiality does not apply to any use or disclosure authorised by us or as required by law or any information which is already in or becomes available to the general public other than through your unauthorised disclosure. In addition, you may disclose relevant information to your auditors, attorneys, credit and financial institutions, provided that the latter are also bound by a duty of confidentiality.
You agree that we may disclose the fact that we have promoted your Campaigns and include your name, logo and other brand features in our presentations, marketing materials, customer lists, financial reports and on our Website. You grant us an irrevocably licence to use and display your name, figure, logo etc. as a reference on the Website, other marketing materials or types of media.
You agree that we may communicate with you electronically any finance information related to your Account. We may also provide notices to you by posting them in your Account on the Website, or by sending them to an email address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent.
We reserve the right, at our sole discretion, to change, modify, add or remove any part of these Terms, at any time. We will notify you about the changes to the Terms either by e-mail, your Account (if any) or through the Website. Your continued use of our Services or the Platform means that you accept and agree to the changes.
17. Governing law and jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of the EU without regard to its principles and rules on conflict of laws.
Any dispute arising out or in connection with the Agreement will be finally settled by the Arbitration EU on the basis of the regulation of the aforementioned Arbitration Court. The arbitral tribunal proceedings will be conducted in English or Finish. The arbitration will be held by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached, then by one arbitrator of the EU.
There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. None of us has the authority to bind the each other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
This Agreement constitutes the full and entire understanding and agreement between you and us regarding the subjects hereof and supersedes any agreement or understanding between you and us prior to signing of this Agreement.
Our failure to insist on or enforce strict performance of the terms and conditions of the Agreement shall not be construed as a waiver by us of any provision or any right it has to enforce the Agreement, nor shall any course of conduct between us and you or any other party be deemed to modify any provision of the terms and conditions of the Agreement.
This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any third party. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of us and you, respective successors and permitted assigns.
A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
19. Contact and complaints
In case you have any complaints, or require additional support, please contact us by e-mail at firstname.lastname@example.org. Our support team will get back to you within 48 working hours. If your inquiry requires a more detailed answer, it might take up to 7 working days for processing your request.