Terms & Conditions for Advertiser(s)
Effective on: October 2023
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“ADVERTISER”) AND SMART ADVERTISING TECHNOLOGY LIMITED (“ADXNOW”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE ADXNOW NETWORK. PLEASE READ THIS AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE “SIGNUP” BUTTON AT THE BOTTOM OF THE SIGNUP PAGE. BY PRESSING “SIGNUP” YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS WELL AS THE DATA PROCESSING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AND THE DATA PROCESSING AGREEMENT, DO NOT PRESS THE “SIGNUP” BUTTON AND YOU WILL BE UNABLE TO PARTICIPATE ON THE ADXNOW NETWORK.
Definitions
For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:
“Advertiser(s)” means one or more customers of Adxnow which create the Advertising Material, and authorize Adxnow as its intermediary to include it on the Publisher’s Website(s).
“Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups and pop-unders created by an Advertiser.
“Publisher(s)” means one or more SSP Publishers responsible for the distribution of online Advertising Material on its Website(s).
“Publisher´s Website(s)” means the space, including without limitation, homepage, website or email, where the SSP Publisher(s) incorporate or embed the Advertising Material.
“Adxnow Network” means the advertising network owned and operated by Smart Advertising Technology Limited.
“Ad Serving Platform” describes the technology and service that places advertisements on Websites, which includes an advertising software.
“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).
“eCPM” means effective cost per mil. eCPM is used on the Adxnow Network to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
“SSPs Earnings” means the total revenue generated by the SSP using the Advertising Materials less Adxnow margin. SSPs earnings are based on the eCPM generated by the ad spot. Adxnow margin remains at the sole and absolute discretion of Adxnow.
“Unique Click” means the number of times, as recorded by Adxnow Ad Serving Platform a user visiting Publisher’s Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.
“Administration Panel” means the interface provided by Adxnow to clients ( Advertisers and Third Parties) in order to buy and sell traffic on the Adxnow Network.
“Insertion Order” is a written authorization to display advertisements on SSPs Publisher´s Website(s).
Clauses
One: Object
By virtue of this Agreement, Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publisher´s Website(s) through Adxnow Network using the Ad Serving Platform. On top of that, Adxnow provides guidance to help Advertiser(s).
Advertisers are solely responsible for their use of the Adxnow Network (e.g., access to and use of accounts and safeguarding usernames and passwords). Advertisers shall comply with the Guidelines available at Adxnow website and such other guidelines mutually agreed upon by the parties.
Adxnow is a service provider and has no effective knowledge about the content in the Publisher´s Website(s) and/or the Advertising Material created by the Advertiser(s), which is published in the Publisher´s Website(s). Advertiser is the only responsible parties for such content and will always hold Adxnow harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal to Adxnow at abuse@adxnow.com, so we can remove and prevent access to it.
Two: Advertising Material
2.1. Parties acknowledge and agree that Adxnow does not have any rights or title to any of the intellectual property rights contained in Advertiser’s Advertising Materials, except for the right to display the Advertiser’s ads on the Publisher´s Website(s). Further, Adxnow may not alter the Advertising Materials in any way (unless otherwise agreed between the parties in writing).
2.2. Volume of impressions. Adxnow cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
2.3. Ad Serving Platform. Statistics of impressions and revenues will be provided by Adxnow. Ad Serving Platform shall govern this Agreement.
Three: Advertising Budget
3.1. Advertiser must prepay its advertising budget through wire transfer or PayPal. Advertiser shall pay all charges in U.S. Dollars or in Euros, according to the currency set up in its Adxnow Administration Panel.
3.2. Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Adxnow incurs collecting unpaid amounts. Charges are solely based on Adxnow Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms or an Insertion Order may obligate Adxnow to do credit to any party.
3.3. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Adxnow may be shared with companies who work on Adxnow’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Adxnow and servicing Advertiser’s account.
3.4. Adxnow reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.
Four: Advertiser Refund Policy
Adxnow strives to offer the best service possible to its clients. Once an Advertiser makes an initial deposit in the Adxnow Ad Serving Platform, Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the account if he isn’t satisfied with the Adxnow Network and has remained in compliance with this Agreement. As soon as an Advertiser makes a second deposit in the Adxnow Ad Serving Platform, it is hereby understood that a refund will only be issued for a balance greater than $200 and a processing fee of 10% will be deducted from the refund. Advertisers canceled / terminated by Adxnow for violating these Terms are not entitled to a refund.
Five: Ad Sizes
300×250 (pixels), 315×300, 320x100, 320x50, 320x480, 480x320, 300x600, 320x50, 338×235, 250×250, 468×60, 728×90, 945×100, 120×600, 160×600, 180×1030, 240×480, 200×150, Pop-unders (full page), Interstitials (full page), text ads (with 10×10 thumb). More information is available here.
Six: Publicity
Adxnow is hereby authorized to use the trade names or trademarks of Advertisers for the purposes of this Agreement without any further written approval from the party owning such name or trademark.
Seven: Representations and Warranties
Advertiser(s) represents and warrants to Adxnow that none of the advertising provided contains:
– Any material that offers illegal products or services;
– Any material that is obscene, defamatory, libelous, slanderous, pornographic, violent, profane, indecent or unlawful;
– Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
– Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
– Promotion of fake documents, copied material, or paper mills;
– Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
– Promotion of drugs or any related paraphernalia;
– Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
– Promotion or any attempt to profit from human tragedy or suffering;
– Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;
– Promotion of gambling websites where applicable regulations forbid such promotions. Any Advertiser wishing to promote gambling websites hereby warrants that he is legally entitled to promote such gambling sites and that he is fully entitled, pursuant to any applicable regulations, to do so through Adxnow Network and in the particular countries he wishes to advertise. Advertiser also warrants that Adxnow will incur in no liabilities in allowing Advertiser to promote the gambling websites. . Advertiser declares that he is in compliance and aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a license valid in such jurisdiction prior to allowing users connected from IP addresses belonging to such jurisdictions. Pre-approval received from Adxnow shall not be construed as Adxnow having checked Advertiser’s compliance with the present clause and will not affect Advertiser’s liability pursuant to its failure to comply with the representations and warranties set forth herein. Furthermore, Advertiser undertakes to ensure compliance with the present clause at all times.
– Any content that targets children of age 18 and younger.
– Any material that does not respect particular advertising rules added in the Administration Panel for specific Publisher´s Website(s).
Advertiser will indemnify and hold Adxnow harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Advertiser’s infringements of this Agreement.
Eight: Termination; Cancellation
8.1. Adxnow may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s) with or without cause. Adxnow will make commercially reasonable efforts to notify Advertiser(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time.
Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.
8.2. If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.
Nine: Confidentiality
9.1. You agree not to disclose Adxnow Confidential Information without Adxnow’s prior written consent. “Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the Adxnow Network; (ii) click-through rates or other statistics provided to You by Adxnow; and (iii) any other information designated in writing by Adxnow as “confidential” or any designation to the same effect. Adxnow Network Confidential Information does not include information that has become publicly known through no breach by You or Adxnow, or information that has been (i) independently developed without access to Adxnow Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
9.2. Advertiser acknowledges that Adxnow might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Advertiser or to disclose Advertiser’s identity under certain circumstances and specially where Advertising Material contain(s) unauthorized copyrighted materials from third parties. Adxnow will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which Adxnow reasonably deems as being competent to issue such a request.
Ten: Data Protection
10.1. Each party shall include conspicuously on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.
10.2. Adxnow has a Privacy Policy in its website which explains the use we make of personal data that you provide to us or that we gather from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records as well as how to request that we cease all contact with you. Please read the Privacy Policy carefully as once you use our services you will be regarded as having read and accepted its terms.
10.3. In accordance with Adxnow’s Privacy Policy, Adxnow may transfer your personal data to providers who require access to your personal data in order to provide the services that Adxnow has hired from them, and with whom Adxnow has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by Adxnow are located in countries that do not have a data protection regulation equivalent to the European (“Third Countries”). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties to your privacy, you may contact Adxnow at the electronic or postal addresses indicated in the Privacy Policy.
10.4. If Adxnow processes any end users personal data in EEA (“End Users”) in connection with the provision of its services, the Data Processing Agreement (“DPA”) is applicable to such processing.
10.5. Each party warrants to the other that, during the term of this Agreement and the DPA, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
Eleven: Indemnification. Limitation of liability
11.1. Indemnification. You agree to indemnify, defend and hold Adxnow and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the Adxnow Network, (ii) operation of the SSPs Publisher’s Website(s) submitted to Adxnow for participation on the Adxnow Network or (iii) otherwise arising from a relationship with Adxnow. You also agree to indemnify Adxnow for any legal fees incurred by Adxnow, acting reasonably, in investigating or enforcing its rights under this Agreement.
11.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ADXNOW BE LIABLE TO ADVERTISER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
Twelve: Modification
12.1. Adxnow reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. Adxnow will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks prior to the Effective Date. Advertisers who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. Adxnow will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
12.2. If the Advertiser(s) objects to the new (modified) Terms, Adxnow´s request to modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the Adxnow Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.
Thirteen: Dispute Resolution
13.1. This Agreement shall be governed by and interpreted in accordance with the laws of Ireland.
13.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Courts of the City of Dublin.
Fourteen: General Provisions
14.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
14.2. Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of Ireland or an Irish court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
14.3. Survival. Sections 8, 9, 10, and 13 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
14.4. Assignment. Adxnow is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party provided that the assignee shall assume all rights and obligations under this Agreement
Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Advertiser may, without the consent of Adxnow, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
14.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing.
Either party may change its address by providing the other party with written notice of the change in accordance with this section.
14.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
14.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
14.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Advertiser(s) to Adxnow, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement. This Agreement may not be amended without the written consent of the parties.
14.9. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
14.10. Construction. The parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either party as a result of its participation in such preparation.
14.11. Counterparts. This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.
14.12. No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.