WHEREAS, we have developed the Service for users to buy and sell internet advertisements and traffic on the Internet; and
WHEREAS, you own and operate one or more websites, applications, offers, services and/or properties (each “Your Property” and collectively “Your Properties”); and
WHEREAS, you desire to buy advertising space, impressions or traffic for Your Properties on websites, applications, offers, services and/or properties operated by other users of the Service (“Third Party Properties”) and/or you desire to publish advertising for Third Party Properties on Your Properties; and
WHEREAS, we will grant you use of the Service in accordance with the terms hereof.
If you want to use our services, you must be older than 18 years of age or be at the age of majority in your jurisdiction, whichever is greater. When you accept this Agreement, you give us your warranties and representations that you comply with the provision described above in this paragraph. You also represent and warrant that you shall not use our services if such use is prohibited by the laws of the country where you reside or if any other possible prohibitions exist.
When you give us your consent to be bound by the provisions of this Agreement and/or you create your profile as described hereinafter, you understand that by such actions you are requesting acceptance to use our services and that you will be provided with the full range of our services only after we accept your request.
If we accept you as a user of our services, we provide you with limited, non-transferable and non-exclusive right to access, use and non-publicly use the full range of our services on your device in accordance with the provisions of this Agreement.
Advery may terminate your access to one or more Services at any time and for any reason which we deem appropriate with or without prior notice to you.
After the termination we have the right but are not obliged to:
You reserve the right to terminate your use of and/or participation in our services at any time. If you decide to terminate your use of our services or we terminate your use of our services for the violation of any provision of this Agreement or any other cause, we shall bear no obligation for issuing any refunds or chargebacks to you. After we terminate your use of our services you give us your consent to not use or make any effort to use such services after termination. According to the provisions of this Agreement, Advery shall bear no responsibility to you or any third party for the termination of your grant of use.
Payment for services shall be invoiced in accordance with the provisions of this Agreement and Insertion Order concluded between the Parties. The price shall vary on the basis of the amount of services you decide to use. The amount indicated in the invoice should be paid in the currency specified in the Insertion Order within 30 days of the date such invoice is issued.
You shall pay all applicable taxes and fees, established by law, for all payments listed in the Insertion Order. If you do not pay the full amount for the services in time, you will be charged 1% (or the highest rate that is permitted by the law, if less) of the remaining amount for every month until such payment is fully repaid. If you fail to pay for the provided services, you shall bear full responsibility for all expenses (as well as reasonable attorney fees) which arise in the course of collecting your debt.
If you give your consent to pay a certain amount of money for a specific time period (unless the Parties agreed to other conditions), you must pay 100% of the amount that was agreed for each quarter of the chosen time period if the requested services are available.
You may dispute an invoice, in good faith, within fourteen (14) calendar days of the date of the invoice. You must provide us with a reasonably detailed description of each disputed item. After the expiration of such time period, Advery reserves the right, at our sole discretion, to refuse any potential changes, alternations or amendments. If you do not contact us within the specified 14 day period, we shall assume that you agree with and accept the rates specified in the invoice.
We may offer you pre-pay or post-pay forms of payment.
If you elect to use the pre-pay form of payment, you place funds on your profile for the services that you want to use in future. Please be informed that we will allocate your funds only after we receive the payment. You shall bear sole responsibility for checking the balance on your profile and allocate necessary additional funds for the uninterrupted provision of our services. If you have insufficient funds on your profile for the use of our services, we can suspend provision of our services until we receive sufficient payment. We will issue invoices before we receive payments.
If you elect to use the post-pay form of payment and we receive late payment from you on a continuous basis, we reserve the right to suspend our provision of services to you and establish access restrictions to your user profile. For more serious violations in terms of payment, we reserve the right to terminate your profile and use all applicable remedies to obtain what is owed.
You must create a profile with us to use our services. You provide us with your representations and warranties that all the data that you enter while registering your profile is relevant, complete and correct, and you shall keep such data updated in the case of any changes, alternations, modifications and/or upon our request.
When you register a profile on behalf of the entity you warrant and represent that you have all the rights and authority to enter into this Agreement on behalf of such entity.
You also represent and warrant that:
In case you provide us with inaccurate, incomplete or false information, Advery reserves the right to suspend your account and is not obligated to refund you.
Our services give you the ability to purchase advertising traffic and space for advertisements.
All the content that is placed on our website and available through our services (e.g., graphical images, text, music, photographs, software, videos, scripts logic and /or part of scripts technical code, databases, trademarks, logos, service marks) are owned and/or licensed by Advery (except third party and advertisement content as described below). All the intellectual property listed in the previous sentence and owned and/or licensed by Advery is protected under any applicable foreign, domestic and international laws, regulations, treaties, conventions, etc. Advery reserves all our rights over all intellectual property owned and/or licensed by us.
Without express permission to do so, you shall not modify, copy, publish, distribute, transmit, create derivative works, take part in any sale or transfer or in any other way use the content or any part of such content, placed on our website and/or available through our services.
In case you would like to include any content (text, video, photo, image, etc.) or properties (applications, websites, services, offers) together referred as "your content and properties" in our services, you must send us such content and properties for prior verification. We may by our sole discretion and with or without any reason accept or reject your content and properties (e.g., for failing to comply with our participation requirements, described below). We may also remove your content and properties from our services at our sole discretion and with or without any reason (e.g., for failing to comply with our participation requirements, described below). We reserve the right to, but are not obligated, at our sole discretion to give you an opportunity to align your content and properties with our participation requirements.
You must categorize your content and properties in conformity with the requirements established by us and provide all the data we request from you related to such content. You provide us with representations and warranties that all data that you submit to us in relation to your content and properties is full, true, correct and relevant. In accordance with categories established by us, your content and properties shall be defined as:
You warrant and represent that you have all licenses, rights, permissions, consents and ownership to submit us with your content and properties, and provide us with authorization to add your content and properties to our services for any possible use described in this Agreement or by our services. You shall bear full and sole responsibility for all your content and properties that you submit to our services and any consequences that arise from such submission.
We shall not claim any control or ownership over your content and properties. You or a third party who is the owner of the content you submit (on the basis of license) have and reserve all the rights over your content and properties and shall bear full and sole responsibility for the protection of such rights.
You shall bear full and sole responsibility for any content you disclose, share, upload, submit or in any other way make available through our services (e.g., pop-ups, pop-unders, copies of advertisement, banners, etc.), all collectively referred as "Advertisement(s)". You may not always withdraw an Advertisement. You understand and accept that if you disclose any personal data in the Advertisement, this may identify you as a person and we provide no guarantees to the confidentiality of the Advertisement.
You shall bear sole and full responsibility for all the Advertisements and for all outcomes that may result from your uploading, disclosing, posting, publishing, sharing or making them available in any other way. With respect to any of your Advertisements, you confirm, represent and warrant that:
You also give your consent to not submit an Advertisement that:
We do not claim any control or ownership over the content of third parties or Advertisements. You or the person who issued license for your use of the advertising content shall have all copyright related to the Advertisement and shall bear responsibility for the protection of such rights. You grant us world-wide, irrevocable, royalty-free, non-exclusive, non-cancelable, perpetual, sub-licensable license to publicly display, perform, show, distribute, adapt, modify, create derivative works, translate or in any other way use the Advertisement and all intellectual property contained in it for the purposes listed in this Agreement and for the provision of our services. You irrevocably waive any moral rights related to the Advertisement.
The abovementioned license also gives us the right to modify, alter and/or change Advertisements you provide to us (e.g., creating small icon images, scaling images, making the text you provided to us shorter, or any other changes that are necessary to provide you with our services).
You warrant and represent that you have the authority, all rights and powers to grant us all the rights listed in this section and related to the Advertisement. This also means that you warrant and represent that you have the right of ownership of the Advertisement, and the right to upload such Advertisement to our services and display it via our services. You also warrant and represent that such uploading and displaying shall not violate any rights of third parties, as well as your contractual obligations to such third parties.
You understand and accept that we have the right, at our sole discretion, to delete, publish or block access to any Advertisement or part of such Advertisement with or without any reason and with or without notification.
With no limitation to other indemnifications contained in this Agreement, you give your consent to protect us from any demands, claims, proceedings or suits made or filed against us by any third party who claims that your use of our services or your Advertisement violates any intellectual property rights or any applicable law, regulation and/or legislation, and you shall provide us with indemnification for any damages incurred (including reasonable attorney fees) and any other losses that we have suffered in connection with such demands, claims, proceedings or suits.
You, your Advertisement, content and properties must follow the requirements listed in this section, in addition to any other requirements, rules or restrictions listed in this Agreement and including any other rules, requirements and restrictions established at our sole discretion. You must follow all these rules (hereinafter referred as "participation requirements") in order to have the right to use our services. These participation requirements shall be:
You must have all the rights, permissions, consents, licenses (including right of ownership) to submit your content, properties and Advertisements to our services and for the proper use of such content, properties and Advertisements in our services.
You must have all the rights, permissions, consents, licenses or be the owner to use copyright, trademarks, know-how, trade secrets or other intellectual property (as well as domain names) contained in your content, properties and Advertisements.
You shall not mislead, cheat or in any other way defraud us, our agents and/or employees or make any effort to do so.
You shall not take part or in any other way engage in any activity that may explicitly or implicitly harm our goodwill, reputation or image.
Your content and properties and Advertisement shall not:
Your content and properties and Advertisement shall be in compliance with all applicable laws, regulations and other legislation whether national or international. This provision shall not be restricted by any participation requirements.
You must intentionally check, keep and maintain written documentation required by the US law 18 U.S.C. § 2257 (whether this law applies to you or not) and other similar applicable laws, to provide conformation that all persons shown on your Advertisements are over 18 years of age.
If EU Directive 2002/58/EC and Directive 2009/136/EC are applicable to you, you must provide clear, complete and exhaustive data about all purposes of storage and access to cookies and similar technologies you use in your content and properties and/or Advertisements, including when such technologies are used by our services together with your content and properties and Advertisement. You must also obtain proper and explicit consent as required by EU Directive 2002/58/EC and Directive 2009/136/EC.
Your content, properties and Advertisements shall not encourage, constitute or give any information or recommendation related to any offence, infringement of any rights or in any other way violates any law, whether national or international.
You shall not distribute, send or in any other way transfer any emails, messages or communications that contain spam or similar content.
Our services shall not be used in any way that may subject us to any type of responsibility (e.g., civil, criminal, etc.).
Our services shall not be used as a means of currency exchange.
You shall not take any actions that may actually or potentially impose an ungrounded or artificially enlarged (does not correspond to reality) load on our technological infrastructure or overload it in any other way.
Your content and properties shall not be hosted on a free webhost, unless hosted on free blog hosts. It is prohibited to use any means that may automatically monitor, download or use information or content from our service; such means may be crawlers, robots, data mining tools etc. But you reserve the right to use API provided by us, in accordance with this Agreement.
You shall not change or alter headers or any other identifiers to conceal the genesis of any data that you transfer through our services.
You shall not circumvent, turn off or in any other way intervene in the safety features of our services or features that limit or prevent use of or copying of any content contained in our services or which restrict use of our services and content.
If you use the Service to sell advertising space or traffic, You and Your Properties and Advertisements must comply with all the conditions contained in the Seller’s Supplement, including its additional Participation Conditions.
We also have supplements and participation requirements that contain additional rules for the buyers of advertising space and traffic.
You give your consent, understand and accept that we may use a variety of automated and manual means to ensure your abidance by our participation requirements. We reserve the right at our sole discretion to determine your compliance with our participation requirements.
We may exercise any appropriate action (e.g., termination of provision of our services to you and/or application of any available remedies) if you violate or may possibly violate any provision of our participation requirements or make any other prohibited and/or unauthorized use of our services. Any unauthorized use of our services and systems shall be constituted as violation of this Agreement and all applicable laws, whether national or international.
Any part or provision of this Agreement shall not be represented as any professional or legal advice. It is your sole responsibility to have or not have legal advice related to your compliance with this Agreement and any applicable laws, regulations and legislation, whether national or international.
Moreover, your violation of participation requirements may result in compensation for damages that we have suffered in connection with such violation. If such violation becomes a consequence of legal action, against you or us, you shall be liable for the additional damages, determined by the court. We reserve the right at our sole discretion to delegate the authority to claim damages to the third party who has suffered from your actions.
You agree, understand and accept that while you use our services you may look through and interact with content from a vast number of sources, as well as content provided by other users of our services or third parties, and that may be exposed to you on our website or websites owned by users of our services or third parties (all together referred as "content of third parties"). We bear no responsibility and we do not control any content of third parties. We bear no responsibility for the content of third parties, practices they use for collecting, processing, storing, sharing of your data and for any actions made by such third parties, their operators and/or owners. Following the provisions of sections "Indemnification" and "Disclaimer and Limitations of Liability" we shall not make any representations and warranties to correctness, exhaustiveness or authenticity of the information or content of third parties, and we shall bear no responsibility for such information and content of third parties.
We disclaim any control or ownership over the content of third parties. Third parties reserve all the rights, titles, liabilities and responsibilities related to third party content, and they bear sole obligation and responsibility for the protection of their rights and titles in any applicable case.
You also agree, understand and accept that there is a possibility that you may look through and interact with content that is offensive, incorrect, obscene or in any other way unpleasant or unwanted or that such content may harm your device, and without limitation to other provisions related to the limitation of liability that are contained in this Agreement, you give your consent to waive any legal rights and remedies you may have against us in relation to such content.
You agree, understand and accept that we bear no responsibility for checking or monitoring of our services for unacceptable, offensive, incorrect, obscene or inappropriate content or conduct. If we decide to check or monitor such content, we bear no responsibility and/or obligation for such content, for making changes, alterations, modifications or removal of such content (as well as content of third parties and Advertisements), and bear no responsibility for any action(s) of the users or third parties that submit, share and/or disclose such content.
All the content we provide to you through our services and on our website will be provided on a "with all faults" and "as available" basis. Such content shall be used only in accordance with provisions of this Agreement, and you shall not copy or in any other way reproduce, transmit, distribute, display, broadcast, license, sublicense, sell, or in any other way use such content without obtaining prior written consent from the owners and/or licensors of such content.
You understand and accept that we reserve the right to remove, refuse to publish, post, share, or transmit any content with or without any reason and with or without any notice.
You give your consent to provide us with instant notification regarding:
You shall not violate the intellectual property rights (trademark, copyrights, patent, know-how, etc.) of any person, whether legal or natural. We reserve the right to delete any content that in our opinion violates any intellectual property right of any person, and we can terminate your use of our services if you provide us with such content.
We may change, alter and/or amend this Agreement at any time by posting such changes on our services. The date of changes to this Agreement shall be indicated at the top section of such postings. There will be no other notices related to such changes. You understand and accept that if after such changes enter into force you continue to use our services, such continued use shall be constituted as your acceptance of the updated version even if you did not read it.
Provisions of this section will be applicable to the fullest extent permitted by law. You agree to hold us harmless, defend and indemnify us, our agents, directors, affiliates, officers, representatives, successors, employees, suppliers, licensors and other related persons from any debts, losses, demands, pending or completed actions, suits, claims, alternative dispute resolution mechanisms, investigations, liabilities, costs, expenses, fees (including reasonable attorney fees), judgments or any other damages that may be a consequence of your use of our services, your dispute with third parties, as well as from inclusion of your content and properties or Advertisements on our services, or your violation of any part of the provisions of this Agreement
In the case of any event described in the paragraph above, we reserve the right to select legal counsel that will be responsible for our defense. We have the right but not an obligation to take part in any proceedings related to indemnification by you. You shall not settle any proceedings related to indemnification by you without our prior written consent, which we will not refuse without grounds.
You understand, agree and accept that we reserve the right to charge you on an hourly basis for any period of time that we spend answering any claims or actions of third parties that are related to your content and properties and/or Advertisements. You give your consent to compensate all such claims or actions in the fastest way possible.
The provisions of this section shall be applicable to the fullest extent permitted by law.
Our services may contain, share and/or disclose links to the websites of third parties which we do not control. We bear no responsibility for the content of such websites and for the practices they use to collect, process, store and share your data, and we do not make any representations or warranties regarding correctness, exhaustiveness and authenticity of the data contained, shared or disclosed on the websites of third parties. We have no rights and/or powers to change, alter, modify, correct or edit the content contained, shown or disclosed on the websites of third parties. You understand and accept that we shall bear no responsibility for any consequences of your use of the websites of third parties.
You give us your express consent that you use our services at your sole risk. We provide our services on a "with all faults" and "as available" basis and without any representations or warranties. To the fullest extent permitted by law we disclaim any warranties of fitness for a particular purpose, non-infringement, merchantability, information accuracy, title, interoperability and quiet enjoyment and integration. We also disclaim any warranties in relation to any harmful components and software and viruses that are related to our services. Laws of some countries have no permission to disclaim some of the abovementioned warranties, that is why such disclaimer will not be applicable or will be restricted in accordance with laws of such countries.
We shall bear no liability for any indirect or direct, special, consequential, exemplary or incidental damages, even if we were advised about the possibility of occurrence of such damages, (e.g., loss of business, revenue or anticipated profits) that became the consequence of your use of our services, including but not limited to:
We do not warrant or represent that:
Any content that you receive via the use of our services is received at your sole risk and discretion. You shall bear sole responsibility for any damages to your device(s), you or loss of any data that became the consequence of your use of such content
In case of any discontent or dissatisfaction with our services, the only possible and exclusive right and remedy that you may use is to terminate your use of our services. Without limitation to the abovementioned, the amount of our liability in relation to your use of our services shall not go beyond $500.
You understand, give your consent and accept that if you top up the balance of your profile, such top up shall be constituted as your acceptance and satisfaction with all the services and their quality prior to this top up, and that you will not dispute the quality and validity of such services and you waive all possible claims in relation to our services.
The laws of Hong Kong are applicable to any relations arising between Advery and you. If any dispute or claim arises, it will be governed by the laws of Hong Kong. If a conflict takes place between this English language version and any translated version(s) of this Agreement, the English version will prevail.
You give your consent to claim only in cases of your personal needs and not as a representative, plaintiff or class member of any collective legal action.
You give your consent to waive any rights you may have to a jury trial in relation to any dispute that may arise between the Parties to this Agreement and related to our services.
Relationship between the Parties
This Agreement shall not create any agency, partnership, joint venture, franchise, representative or employment relations between the Parties. You shall have no rights, powers or authority to accept or make any offers, representations or conclude any agreements on behalf of Advery. You shall not do anything in contrast to the provisions of this sub-section.
Nothing in this Agreement shall be deemed as provision of any rights or remedies to third parties.
This Agreement and all incorporated documents shall form the entire agreement between the Parties and replace all agreements, consents, contracts, licenses that existed before. This Agreement shall not be modified without our prior written consent.
If we fail to enforce any right described in this Agreement, such failure shall not be constituted as waiver.
The Parties shall bear no responsibility for any delay and/or failure in provision of our services and software to you or in exercising any other obligation we have under this Agreement arising from or caused, directly or indirectly, by circumstances beyond our reasonable control, including, without limitation, acts, events, omissions or accidents beyond our reasonable control, such as strikes or other industrial disputes, failure of a utility service or transport network, acts of God, public enemies or terrorists, war, riot, civil commotion, malicious damage, breakdown of equipment, fire, flood or storm, epidemic or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by us with reasonable care.
You agree and accept that we reserve the right to notify you by email or by posting on our services.
Notifications sent from you to us are considered delivered when received by us. If there is no direct opposing statement in this Agreement, all notifications should be sent to: olleh and will be recognized as delivered upon our receipt.
If any part or provision of this Agreement shall be invalidated and/or determined as unenforceable in accordance with applicable law, then such part or provision will be supplanted by a valid and/or enforceable alternative and shall correspond with the purpose of the original position as closely as possible and all other parts or provisions of this Agreement shall remain in effect.
You understand, confirm and accept that you have read all provisions of this Agreement as well as all supplements, and give your consent to be bound by their terms and conditions.
You understand, confirm and accept that you have assessed the desirability of acceptance of the terms and provisions of this Agreement on an independent basis and that you shall not rely on any warranties, representations, statements and provisions other than as established in this Agreement. You understand, confirm and accept that you have the right to review this Agreement together with a professional lawyer before entering such Agreement and that nothing in this Agreement and no other statement or action made by us did not prevent you from seeking such professional advice before accepting this Agreement.
This Agreement shall not be transferred, assigned or sublicensed by you without our prior written consent, however, we reserve the right to transfer or assign it with no restriction. We reserve the right to, at any moment, transfer, resell or assign our rights and duties we have under this Agreement with no limitations and without notification to you.