AD PRIME Server Terms and Conditions
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“PUBLISHER” OR “ADVERTISER”) AND AD PRIME GROUP LP, 272 BATH ST, GLASGOW, UK, HERE AND AFTER ADVIORA (“ADVIORA NETWORK” OR “ADVIORA PLATFORM”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE ADVIORA NETWORK. PLEASE READ THIS ADVIORA 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. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PRESS “CANCEL” AND YOU WILL BE UNABLE TO PARTICIPATE ON THE ADVIORA NETWORK.
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 Adviora which create the Advertising Material, and authorize Adviora 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 customers of Adviora 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 e-mail, where the Publisher(s) incorporate or embed the Advertising Material.
“Adviora Network” means the advertising network owned and operated by Adviora.
“Ad Serving Platform” describes the technology and service that places advertisements on Websites, which includes an advertising software which has been licensed to Adviora and which Adviora hereby sublicenses to Publishers and Advertisers participating in the Adviora Network subject to this Agreement.
“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 Adviora Network to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
“Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials less Adviora margin. Publisher earnings are based on the eCPM generated by the ad spot. Adviora margin remains at the sole and absolute discretion of Adviora.
“Administration Panel” means the interface provided by Adviora to clients (Publishers, Advertisers and Third Parties) in order to buy and sell traffic on the Adviora Network.
“Insertion Order” is a written authorization to display advertisement on Publisher´s Website(s).
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 Adviora Network using the Ad Serving Platform. On top of that, Adviora provides guidance to help Advertiser(s) and Publisher(s). Adviora 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). Publisher and Advertiser are the only responsible parties for such content and will always hold Adviora 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 Adviora at email@example.com, so we can remove and prevent access to it.
2. PUBLISHER ELIGIBLE WEBSITE(S).
2.1. Adviora reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Publisher’s obligation to make sure it complies, at all times, with Advioras’ eligibility rules. The following are examples of Publisher´s Website(s) that are not eligible for participation on the Adviora Network:
Publishers who are operating a network with Sub-Publishers themselves hereby guarantee to communicate this Agreement to their Sub-Publishers and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.
4.1. Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
4.2. In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the Adviora Network using one or several of the following methods:
4.2.1. Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
4.2.2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly or not in the manner and/or size stipulated by the Advertiser; or
4.3. Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot confute the breach of this Agreement, Adviora will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Clause 12 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.
4.4. Fraudulent Impressions. Adviora’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Any method to artificially and/or fraudulently inflates the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Adviora Advertising Network. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by Adviora, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than Adviora’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Adviora may terminate this Agreement without prior notification. Such termination is at the sole discretion of Adviora and is not in lieu of any other remedy available at law or equity. Adviora’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Publisher(s) will indemnify and hold Adviora harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
5.1 Payments. Publisher payments can be made weekly or monthly via Paypal, Payoneer and WebMoney, please note wire transfer payments are only available monthly. Payments are generated automatically by the Adviora platform. To receive a payment, Publishers must reach the minimum payout limit set up in the Adviora Administration Panel. Adviora shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by Adviora.
5.2 Invoicing. The Publisher expressly instructs Adviora to generate and issue the Publisher’s invoices on behalf of the Publisher. In that regard, prior to making any payment to a Publisher, Adviora will generate automatically, through the Adviora platform, the invoice on behalf of such Publisher. Furthermore, the Publisher expressly acknowledges that the Adviora’s platform will generate the said invoices based on the data provided by the Publisher and therefore warrants that such data is accurate, fully and legally compliant, especially for invoicing and taxation purposes. Any Publisher residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Adviora. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold Adviora totally harmless from any of the said errors, direct or indirect loss or damages. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, Adviora is expressly authorized to retain any payments due to the Publisher until such incident has been resolved and also obtain direct compensation from those amounts retained in case Adviora suffers any loss or damage.
5.3 Liability for Publisher’s Revenue. Publisher understands and agrees that Adviora acts solely as a third party for the Advertisers; and that Adviora shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to Adviora. Publisher agrees that (i) Adviora shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and (iii) Publisher shall hold Adviora harmless and indemnify it from any claims or liability related to such unpaid amounts. Adviora agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Adviora, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
5.4 Other Expenses. Adviora assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the Adviora Network, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
5.5 Adviora is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.
6. ADVERTISING MATERIAL.
6.2. Recording of Service Counts. Adviora has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the Adviora Administration Panel. Publisher understands that Adviora’s online statistics may not be 100% accurate and that Adviora may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Adviora reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.
6.3. Volume of impressions. Adviora cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
6.4. Ad Serving Platform. Statistics of impressions and revenues will be provided by Adviora. Ad Serving Platform shall govern this Agreement.
7. ADVERTISING BUDGET
7.1. Advertiser must prepay its advertising budget through credit card, wire transfer, PayPal, PayPal Auto-Recharge, or Webmoney. Advertiser shall pay all charges in U.S. Dollars or in Euros, according to the currency set up in its Adviora Administration Panel.
7.2. By using the PayPal Auto-Recharge payment option Advertiser can pay its advertising budget using PayPal and have its account with Adviora automatically recharged. In this case, Advertiser allows PayPal and Adviora to debit/recharge the amount chosen by the Advertiser every time its account falls below 10% of the auto recharge amount that advertiser has set from its PayPal account or from credit card(s), bank account(s), or other allowed payment method(s) linked to its PayPal account (PayPal funding sources). The account may be recharged a maximum of 3 times per day. It is Advertiser’s responsibility to keep its PayPal account and PayPal funding sources current and funded, and its PayPal account backed by a valid credit card. Advertiser acknowledges and agrees that (i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of Advertiser’s PayPal account or PayPal funding source no longer existing or not holding available/sufficient funds) and (ii) in such event, neither PayPal nor Adviora shall be liable to Advertiser or any third party regarding the same. If for any reason PayPal and Adviora are unable to withdraw the full amount owed, Advertiser agrees that PayPal and Adviora may pursue all available lawful remedies in order to obtain payment. Advertiser agrees that if the transaction is returned unpaid, it will pay a service charge of 25 USD or the maximum amount allowed by law, which may be debited from its PayPal account or PayPal funding source. Advertiser can disable this option at any time with no cost by clicking the word “Disable” in red within its Adviora account.
7.3. Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Adviora incurs collecting unpaid amounts. Charges are solely based on Adviora Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms or an Insertion Order may obligate Adviora to do credit to any party.
7.4. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Adviora may be shared with companies who work on Adviora’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Adviora and servicing Advertiser’s account.
7.5. Adviora reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.
8. ADVERTISER REFUND POLICY.
Adviora strives to offer the best service possible to its clients. Once an Advertiser makes an initial deposit in the Adviora 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 Adviora Network and have remained in compliance with this Agreement. As soon as an Advertiser makes a second deposit in the Adviora 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 Adviora for violating these Terms are not entitled to a refund.
9. AD SIZES.
120х600; 160х600; 300х250; 300х600; 468х60; 600х300; 728х90; 970х70; 970х90,
Pop-unders (full page),
Click-under (full page),
Interstitials (full page), custom size.
Adviora is hereby authorized to use the trade names or trademarks of Publishers and Advertisers for the purposes of this Agreement without any further written approval from the party owning such name or trademark.
11. REPRESENTATIONS AND WARRANTIES.
11.1. Publisher(s) represents and warrants to Adviora that:
11.2. Advertiser(s) represents and warrants to Adviora that none of the advertising provided contains:
Advertiser will indemnify and hold Adviora harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Advertiser’s infringements of this Agreement.
12. TERMINATION; CANCELLATION.
12.2. 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.
13.1. You agree not to disclose Adviora Confidential Information without Adviora’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 Adviora Network; (ii) click-through rates or other statistics provided to You by Adviora; and (iii) any other information designated in writing by Adviora as “confidential” or any designation to the same effect. Adviora Network Confidential Information does not include information that has become publicly known through no breach by You or Adviora, or information that has been (i) independently developed without access to Adviora 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.
13.2. Publisher acknowledges that Adviora might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher’s identity under certain circumstances and specially where Publisher’s Website(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. Adviora will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which Adviora reasonably deems as being competent to issue such a request.
14. DATA PROTECTION.
14.4. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
15. INDEMNIFICATION. LIMITATION OF LIABILITY.
15.1. Indemnification. You agree to indemnify, defend and hold Adviora 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 Adviora Network, (ii) operation of the Publisher’s Website(s) submitted to Adviora for participation on the Adviora Network or (iii) otherwise arising from a relationship with Adviora. You also agree to indemnify Adviora for any legal fees incurred by Adviora, acting reasonably, in investigating or enforcing its rights under this Agreement.
15.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ADVIORA BE LIABLE TO PUBLISHER 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 ADVIORA 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. IN NO EVENT SHALL ADVIORA’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S PAYMENTS TO THE PUBLISHER.
16.1. Adviora 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. Adviora 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. Publishers 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. Adviora will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
16.2. If the Publisher(s) objects to the new (modified) Terms, Adviora´s request to so 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 Adviora Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.
During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher listed on the Adviora Network, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser. Advertiser understands and agrees that this prohibition is a key consideration and inducement for Adviora to enter into this Agreement with Advertiser, and to provide the services hereunder.
18. DISPUTE RESOLUTION.
18.1. This Agreement shall be governed by and interpreted in accordance with the laws of UK.
18.2. 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 UK.
19. GENERAL PROVISIONS.
19.1. 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.
19.2. Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations UK 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.
19.3. Survival. Sections 12, 13, 14, 17 and 18 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.
19.4. Assignment. Adviora 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 partyprovided that the assignee shall assume all rights and obligations under this Agreement. Publisher/Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Publisher/Advertiser may, without the consent of Adviora, 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.
19.5. 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.
19.6. 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.
19.7. 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.
19.8. 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 Publisher(s) and Advertiser(s) to Adviora, 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.
19.9. 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.
19.10. 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.
19.11. Counterparts. This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.
19.12. 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.