Terms and conditions for the advertiser and publisher



1) PARTIES

The purpose of this document is to formalize the terms by which the Mobile Advertising Ltd., publishers and advertisers have agreed to work together.


2) AGREEMENT DETAILS

This agreement is non-exclusive, this means that the advertiser can use other ad networks in conjunction with ADSmedia MP.


3) DATE/EFFECTIVE DATE

The effective date is on which an advertiser is activated.


4) DEFINITIONS

Impressions (CPM)
It means the view of each individual page in the Site Editor. CPM is cost per thousand impressions.

Click
Click means the interaction (selections and clicks) the End User in the Advertisement (banners, text links) that has been presented on the screen of your mobile device.

Click through (CPC)
Is the average number of interactions represented in percentage. CPC (cost per click) is a form of billing for campaigns based on the user only pays for the interacted by users.

Ads (“Ad, Ads“)
Refers to the advertisement served on the publisher's mobile sites, including but not limited to, text formats, video and banners.

WAP Site(s) (“WAP Site(s)“)
Refers to all WAP sites, mobile internet sites, mobile websites and mobile applications which are publishing ADSmedia MP

Publisher
Refers the company on whose website presents Mobile Ads

Network (Publishers network)
SRefers to the Adsmedia MP advertising solution and the set of publishers and mobile sites.

Adsmedia MP
Adsmedia Marketplace is the set of technological support that will allow for the recruitment and interaction between advertisers and publishers


5) TERMS

(5.1) The registation in ADSmedia MP supposed you understand and accept these terms and conditions. Any companies, agency, partner or affiliate who uses his ADSmedia MP account assumes that your actions are your responsibility and are subject to the terms and conditions of this document. Adsmedia reserves the right to refuse service to any advertiser or publisher existing or new, for any reason, without giving any reason, in its sole discretion. The reason for the refusal will be completely confidential service is initiated by an advertiser, media or ADSmedia.

(5.2) Your Ads and Content/Services.

  • (5.2.1) Your Ads: You are solely responsible for the advertised image, text and contents of all your ads, their accuracy and veracity, including those generated by their customers, affiliates and partners. You agree that ADSmedia is not responsible in any way your ad and you warrant that you are authorised to advertise these items /products/brands/services, and on behalf of your customers or partners.
  • (5.2.2.) Your campaigns and targeting. You are solely responsible for the setting up of your campaigns on ADSmedia MP. The targeting set on your campaigns is solely your responsibility. ADSmedia MP accepts no responsibility for ads campaigns that deliver incorrectly because targeting was set incorrectly. You are solely responsible for using the correct destination URLs for your ads. ADSmedia has no obligation to review the ads or your destination URL.
  • (5.2.3) Your site/content/services: ADSmedia is not responsible for anything regarding the WAP sites, mobile and/or landing pages you link through to, or services/brands/ products that you are advertising. ADSmedia has no obligation to review your WAP site(s), content, services or billing methods. You agree you are solely responsibility for WAP site(s), billing, product(s) and service(s) advertised using ADSmedia MP.


(5.3) Bookings and Payment

  • (5.3.1) You understand and agree that all advertising must be paid in advance. Funds will not be allocated to your ADSmedia MP account until payment has cleared into pur bank account.

    Advertisers are responsible for all payments transaction charges including bank charges and Credit Card charges. CPM or CPC prices are calculated without tax (VAT)
  • (5.3.2) ADSmedia may change its rates at any time without prior notice. All current bookings (purchase orders) will be served to the rates they were booked. You will receive an invoice with details of your booking.
  • (5.3.3) Allocating your funds. You understand you can move funds between campaigns and the CPM/CPC rate will be set at the current rate card at the time you move the funds, unless these are identified on your invoice.
  • (5.3.4) ADSmedia reserves the right to set and negotiate specific payment terms and rates on a customer-by-customer basis.
  • (5.3.5) ADSmedia may, at its sole discretion, offer payment terms. If you are offered such payments terms all invoices must be paid on time. You agree that all your campaigns will be paused if payment is not received on time until payment is received and cleared. You will also be liable to 2.5% interest per week for late payments, this will be deducted from your account balance.


(5.4) Statistics

Adsmedia owns all data collected by or through ADSmedia´s code and/or any or all reports, statistics created or analyzed in this information source shall be deemed ADSmedia´s confidential information. Any use by advertiser or publisher of such information shall be only as expressly permitted by ADSmedia and in strict compliance with ADSmedia´s confidentially policy.
Certain information is presented to advertisers and publishers through the statistical tool of the platform and it will be the official counter for determining delivery of clicks or impressions for each campaign. No other statistics or measurements of any kind shall be accepted by ADSmedia or have any effect under this agreement. You accept ADSmedia´s impression and click count as final. Whilst ADSmedia makes every effort to keep statistics error free, the advertiser acknowledges that ADSmedia does not guarantee the statistics will be error free all of the time. If ADSmedia discovers a fault then ADSmedia will provide Advertiser with an explanation and an adjustment as the case may be. In the event Advertiser disagrees with any such calculation, Advertiser shall submit a support ticket immediately to ADSmedia detailing, with reasonable specificity, Advertiser’s objections to calculations. Thereafter, ADSmedia will provide Advertiser with further explanation or, if such calculations are determined by ADSmedia to be incorrect, an adjustment, of the numbers with explanation or adjustment, as the case may be. This shall be final and binding. In the event that no adjustment is necessary, Advertiser shall reimburse ADSmedia for its expenses in responding to Advertiser’s requests under this section.


(5.5) PUBLISHERS

  • (5.5.1) Not under any circumstances:
    • Click encouraged – its wap site should not encourage in any way the ads click.
    • Fraudulent Clicks - is strictly prohibited to use any method that artificially and / or fraudulently generate clicks. Please feel warned that it is prohibited to click on your own ads for any reason whatsoever.
    • Code Changes – You may not modify in any way facilitated by Tag ADSmedia or codes. This may facilitate monitoring (tracking) error of the ads and / or clicks generated.

  • (5.5.2) Advertisements placed on the Network may be subject to additional terms and conditions as are imposed by Publishers.
  • (5.5.3) You understand and agree that the publishers make not guarantee of traffic levels and only offer inventory figures as a guide.


(5.6) Cancellation and termination of this agreement.

  • (5.6.1) If you have no funds remaining in your ADSmedia account balance you may cancel this agreement at any time by submitting a support ticket by email or fax.
  • (5.6.2) If you have funds remaining in your ADSmedia account balance you may cancel any booking (Purchase Order) by submitting a support ticket. You will receive a refund of unused funds. No refund will made for clicks or impressions already delivered. The refund will be made by bank transfer. You understand that the refund will incur an admin fee of 5.00 € and you also understand you are liable to pay for all bank charges associated with the refund.
  • (5.6.3) You may pause a campaign at any time.
  • (5.6.4) You may stop a campaign at any time and to allocate your funds to other ADSmedia campaign.
  • (5.6.5) ADSmedia may at any time, at its sole discretion, terminate your campaign, terminate this agreement, or cancel any campaign. ADSmedia will notify you via email of any such cancellation or termination, which shall be effective immediately. You will receive a refund for un-used funds. No refund will be made for clicks or impressions already delivered.

(5.7) Traffic Limitations.

  • (5.7.1) Advertiser understands and agrees that from time to time the ADAmedia services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which ADSmedia may undertake from time to time; or (iii) causes beyond the control of ADSmediaor which are not reasonably foreseeable by ADSmedia, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of WAP sites or interfaces, network congestion or other failures. While ADSmedia will attempt to provide the services on a continuous basis, Advertiser acknowledges and agrees that ADSmedia gives no guarantee of the availability of the services on a continuous or uninterrupted basis. Terms of this agreement are subject to ADSmedia hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement.
  • (5.7.2) Advertiser understands that inventory levels may change depending on market conditions and booking at a certain rate does not guarantee that a certain level of inventory.
  • (5.7.3) Adsmedia makes no guarantee regarding levels of impressions or clicks that are available to you, nor any guarantee of the length of time it may take to deliver your campaigns. If you have been given such figures before running a campaign you understand that they are offered merely as a guide.
  • (5.7.4) Adsmedia makes no guarantee that any targeting set will work in every case or that the campaigns will start or finish on exactly the times required. ADSmedia will not be held responsible for any mis-placed ads, or targeting which goes a miss. Targeting and timings for campaigns are done on a ‘best effort’ basis.
  • (5.7.5) Adsmedia does not guarantee the quality of the click throughs or impressions. You agree to not hold Admoda responsible for a poor ROI or conversion rate from your click throughs, and there will be no refunds issued in such a case.
  • (5.7.6) Advertiser acknowledges that the rotation and auto charge of the campaigns are based on "best effort" basis. Adsmedia will not responsible for excessive rotations.



6). GENERAL

(6.1) Representacions y warranties:
Advertiser represents and warrants that the content/services advertised, the ads, and destination URLs: (1) are owned by or licensed to advertiser; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner on any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libellous, slanderous or threatening; and (7) are free of viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancelbots, spyware and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information. Advertiser also represents, warrants and covenants that: (i) Advertiser has the power and authority to enter into and perform its obligations under this Agreement; (ii) Advertiser shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorising and permitting ADSmedia to perform the services hereunder; (iii) Advertiser shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (iv) all information provided by advertiser to ADSmedia, posted on the ads and their WAP sites by Advertiser is truthful, accurate and complete, and is not misleading in any way; (v) ADSmedia is hereby authorised by advertiser to perform all the services described hereunder with respect to Advertiser. Advertiser grants ADSmedia and the Publisher the right to transmit the Ads to the WAP sites.

(6.2) Applicability: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any rights not expressly granted in this Agreement are reserved by ADSmedia, and all implied licenses are disclaimed. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. ADSmedia reserves the right to amend any part of this Agreement at any time.

(6.3) Press Releases and Marketing: No press releases; promotional material (merchandising) and / or general public announcements shall be made without the mutual consent of both parties.

(6.4) If any advertiser violates or refuses to accept in their responsibilities, or commits fraudulent activities against ADSmedia, ADSmedia reserves the right to take appropriate legal action to cover its damage.

(6.5) By executing this agreement, advertiser warrants that advertiser (or authorized representative of advertiser) is at least 18 years of age, and that there is no legal reason that advertiser cannot enter into this binding agreement.

(6.6) By executing this agreement, publisher warrants that publisher(or authorized representative of publisher) is at least 18 years of age, and that there is no legal reason that publisher cannot enter into this binding agreement.

(6.7) Confidentiality: Each party ("Receiving Party" for the purposes of this Section 11) agrees not to disclose to third parties or used for purposes other than the proper enforcement of the end of this Agreement, the technical, financial or business ("Information") it receives from the other party ("Disclosing Party") in any form by or in connection with this Agreement without the prior written consent of the Disclosing Party exceptions (provided they are in force confidentiality obligations similar to those contained in this Agreement): (i) adsmedia is entitled to disclose the information received to their subcontractors, and (ii) adsmedia and the Company are entitled to disclose (a) the existence of this Agreement to potential advertisers and (b) the number of Clicks Impressions to Advertisers and billing, provided that both the case and in the b is necessary to know the information. Any information on adsmedia or its personnel, suppliers, subcontractors, customers or end users, which is detected by the Company in the course of providing the Services shall be considered ADSmedia Information.

The foregoing limitations shall not apply to Information

  • a) You were right in possession of the Receiving Party prior to disclosure referred to herein, or
  • b) Whether it was public domain at the time of disclosure or has become public domain half later without violation of the confidentiality obligations set out here, or
  • c) It would have been revealed by a third party without violation of the obligations of confidentiality owed to Disclosing Party, or
  • d) It would have been developed independently by personnel of the Receiving Party who had no access to information.
  • e) None of the Parties shall make advertising, press releases or will refer to this Agreement or a specific service, the other party or collaboration between the Parties, unless mutually agreed in writing.

(6.8) Disintermediation. During the term of this agreement and for a period of six months beginning on the end date of the campaign, advertiser agrees that it will not contract with, solicit, recruit or encourage, directly or indirectly, any Publisher that is known by Advertiser to be an ADSmedia publisher, or Wap site affiliate, for purposes of providing Advertisements directly through such publisher.

During the term of this agreement and for a period of six months beginning on the end date of the campaign, advertiser agrees not to contact or inquire directly or indirectly with any ADSmedia´s member, client, associate, or manager for recruitment.

If an ADSmedia publisher, who is currently publishing, or has previously published, an ADSmedia ad campaign, approaches advertiser directly with regards to mobile advertising, the Advertiser must refuse to work directly with them, and refer the publisher back to ADSmedia unless agreed otherwise in writing with ADSmedia.

If disintermediation, directly or indirectly, ADSmedia shall be entitled to a legal monetary compensation equal to the maximum fee it should have realised, for a six month period, from such a transaction plus any and all expenses, including legal fees, incurred to enforce this provision for a period of six months.

(6.9) Relationship of parties: This agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them.

6.10) Notices: Except as expressly set forth herein, any notices to be given by pursuant to this agreement shall be in writing and sent by ADSmedia support ticket. The receipt of such notice shall constitute the giving of notice thereof. Any notice to be given to advertiser pursuant to this agreement may be sent by email to advertiser’s email address as identified in advertiser’s account information. The sending of such notice shall constitute the giving of notice thereof.

(6,11) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising there under or from the provision of services.

(6,12) Disclaimer: The lack of exercise and / or delay in the exercise by either party of a right, not be construed as a waiver, or single or partial exercise of any right preclude the future exercise thereof or other rights.

(6.13) lLimitation of Liability. Neither party shall be liable to the other, contractual or extra contractual, whatever the cause, as a result of lost profits, loss of profit, loss of business or goodwill or consequential costs, damages or overhead, special, consequential, incidental or punitive damages of any kind arising out of this Agreement or that relate to the same, except in case of fraud or gross negligence.

(6.14) Partial Invalidation. If, at any time, any provision of this Agreement devine illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remaining provisions will not in any way affected or impaired. The invalid provision will be replaced by a valid comply, to the maximum extent, the original purpose and commercial goal of the invalid provision.

(6.15) Legal Fees: If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable legal fees and costs and expenses in addition to any other relief to which such party may be entitled.

(6.16) Force Majeure. The Parties shall not be in breach of this Agreement if such failure is due to force majeure, fire, acts of government or state, war, civil commotion, insurrection, embargo, failure or hindrance in obtaining raw materials, energy or other supplies and any other cause beyond the control of the party, excluding, without limitation, labor disputes of all kinds. If either Party cannot perform their duties and contractual obligations as a direct result of these causes, the party shall notify in writing given to the other its inability, indicating the cause in question. The operation of this Agreement will be suspended during the period (and only during the period) where there is still the case. Immediately after the cause has ceased, the party affected by it shall so notify the other party. If the cause persists for longer than 90 days and substantially affects the commercial purpose of this Agreement, the party not because he subscribes to the right to terminate the Agreement upon 30 days written notice to the other party.

(6.17) Jurisdiction. This Agreement will be governed by and construed under the laws of Spain, without regard to the conflict of law provisions thereof.

(6.18) Resolution of Disputes. The Parties agree to submit to the Courts and Tribunals of Barcelona (Spain) for the resolution of any dispute, controversy, issue or claim resulting from the execution or interpretation of this Agreement or related to it directly or indirectly.

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