This User Agreement shall govern the commercial relationship between you and us. Where used in this Agreement, references to: (a) "we", "our", "us" means Ads by Coinverti , registry code 5562873 and, as applicable, any of its directors, shareholders, employees and contractors, being a digital advertising network that provide services for products monetization and promotion, connecting advertisers and publishers through such service globally (“Services”) and (b) "you” and/or "your" mean the individual or entity who wishes to use our Services as a publisher through the platform available at https://coinverti.com website (“Website”).
Additional terms or service conditions may apply and be shown separately. These additional terms become part of your Agreement with us and all the policies made available to you therein must be followed.
If you do not agree to all the provisions of these Terms, then you may not use any of our Services.
2. DEFINITIONS AND INTERPRETATION
For the purposes of the Terms, the following terms shall have the meaning as specified below:
Account: an account on the Platform, which is created through the Website and used to access your payment details, financial data and other information.
Ads or Advertisement: any type of content (such as text messaging, audio and video files, rich media, content, text, and graphic text), including but not limited to, banners, buttons, pop-ups, pop-unders, lightbox interstitial and text links that are generally used as advertisements, licensed and provided to us by Advertisers.
Advertiser: any individual or entity with whom we have entered into agreement for promoting such person’s website, services and/or products through the Platform.
Advertising Format: a position and way of appearance of an Advertisement on the Publisher Site.
Advertisement Code: line or lines of code inserted within the source code of the Publisher Site that are designed to instruct the Internet user’s browser to make a request to the ad server in order to display an Advertisement.
Agreement: any standard terms imposed by us to regulate the commercial relationship between you and us, including these Terms.
Artificial Traffic: Impressions that result from a fault or whose origin is automatic operations not resulting from Internet user actions, or resulting from the intervention of elements including, but not limited to, bots, robots, requests emanating from electronic mail and chat rooms, script generators and links placed on sites unknown to us, Publisher or Advertiser.
CPM or Cost per mille: the amount payable by us to Publisher for each 1,000 Impressions delivered to us.
CPC or Cost per click: the amount payable by us to Publisher for each click delivered to us.
CPA or Cost per action: the amount payable by us to Publisher for each action delivered to us.
Commission: designates the remuneration due to the Publisher within the terms of this Agreement.
Impressions: a measure of the number of times an Advertisement has been rendered on a user's screen.
Platform: a technological solution offered by us and available at the Website, connecting Advertisers and Publishers using Services and enabling the presentation of Ads on Publisher Site(s).
Publisher: any individual or entity who has entered into this Agreement, in order to commercialize all or part of the advertising space on the Site(s) that it publishes.
Publisher Site or Site: any website owned and/or managed by Publisher containing places for displaying advertisements.
Terms: these User Agreement imposed by us.
Website: website located at https://coinverti.com and all subdomains of such website.
References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things-
References to “persons” include private individuals, legal entities, unincorporated associations and partnerships and any other organisations, whether or not having separate legal personality.
Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing legal persons and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
In order to become a Publisher, you must first register an Account on the Platform and be in compliance with present Agreement (in case of using self-service) or register as a Publisher by contacting us directly for acceptance (in case you wish our management-service).
Self-service assumes that access to the Services shall be provided through your Account. Management-service assumes that assistance in using the Services and the Platform shall be provided by or with the assistance of our team.
Any natural person older than 18 years with full active legal capacity or any legal person may apply for an Account. You must provide your real name(s) and full personal and/or company registration information including payment data, if required. All information you provide upon registration must be accurate and up-to-date. You may not provide any false information, or create an Account for anyone other than yourself without respective authorization. The representative of a legal person making the Account on behalf of the legal person must ensure that he has all the necessary rights and powers to do that. In order to verify your Account, we may request additional verification information, such as a copy / scan of your passport, ID card, driver’s license, utilities bills and payment method details.
We reserve the right to accept or reject your Account registration request without additional explanation. Registering an Account on the Platform implies full and total acceptance of all our policies, including these Terms.
You are entirely responsible for maintaining the confidentiality of the information you hold for your Account, including your password, and for any and all activity that occurs under your Account as a result of you failing to keep this information secure and confidential. You have to notify us immediately, in case of any unauthorized use of your Account.
You may not transfer your Account to anyone without our explicit written permission and you may not use anyone else’s Account or password at any time without the express permission and consent of the holder of that Account.
In case we find at our sole discretion that there is a threat that you are engaging in any suspicious activity, you have violated the Agreement or it is necessary for security reasons, we may temporarily suspend your Account until the cause for suspending your Account has been eliminated; or if that cannot be eliminated or you refuse or fail to eliminate it, block your Account. For security reasons we may in addition block your access to the entire Website. You agree that we will not be liable to you or to any third party for termination of your access to your Account and/or the Website as a result of any violation of the Agreement by you.
In order to use our Services you must keep your Account active. If it is inactive for a period of 180 consecutive calendar days (i.e. you have not earned Commission during that time), we may deem your Account inactive and at such time we will charge an inactive account fee to preserve your data in the amount of EUR 15 per month against your Account balance and will continue to charge each month until your balance reaches zero or until your Account becomes active again. In this case you will get a respective notification by email. If your Account is not reactivated within 45 calendar days after your balance reached zero, it will be archived without option to restore it.
If you delete your Account and leave a Commission, or if we suspend or block your Account and you do not meet any conditions necessary to reinstate it within 45 calendar days, we may process your Commission to zero.
4. SITE ELIGIBILITY AND APPROVAL
We, prior to you placing Ads on any Sites, must approve each Site. We reserve the right to deny, refuse, or revoke your participation, or the inclusion of any Site, on the Platform at any time in our sole discretion. To be eligible to participate, the Site must, at all times during the term of the Agreement comply with our policies provided herein. In addition, you grant us the right to access, index and cache your Site, or any portion thereof by automated means, including but not limited to web spiders or crawlers.
You represent and warrant that you are the owner of each Site or you are legally authorized to act on behalf of the owner of such Sites for the purposes of this Agreement. You further represent and warrant that you are not (a) engaged in money laundering or terrorist financing, (b) subject to any EU sanctions measures; (c) publisher of racist/pornographic/pressure group material or extreme political propaganda and (d) extreme political and/or charitable organization.
You represent and warrant that you obey the laws regarding copyright ownership and use of intellectual property. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit. You further declare and guarantee that you have the necessary legal rights to display that content protected by copyright law, if any, on your Site. This includes displaying copyrighted material, hosting copyrighted files, or providing links driving users to sites that contain copyrighted material.
You shall inform our team at [email protected] prior to sending any traffic to us if your Site has ever been suspended and/or terminated for invalid traffic, spam, fraud, compliance issues or any breach of terms by a monetization provider, failing which, if brought to our notice, we reserve the right to suspend your Account, withhold any payments due to you and/or recover monies already paid.
In any event, you acknowledge yourself to be completely independent from us. Consequently, you state and guarantee to us that you have proceeded with, or will proceed with, at your own cost and as your sole responsibility, all the required administrative obligations (e.g. obligations related with social security, taxes and any other applied obligations) concerning the activities you perform via Website or Platform.
Furthermore, you agree to conform to all laws and regulations, decrees, orders and standard practice concerning the exercise of your activity or activities, whatever you may be, and to make sure personally that you have obtained all the relative authorizations, administrative or otherwise, required for this. You, as head of publication for your Site, carry the sole responsibility for its editorial content.
5. ADVERTISEMENT PLACEMENT
If your Site has been approved, you are entitled to install Advertising Code(s) within the source code of your Site and place the Ads of Advertisers on your Site in compliance with these Terms. You agree that installation of the Advertisement Codes required to display the Advertisements on your Site is fully under your responsibility. You further agree and confirm that the Advertising Code may be placed only on Sites that have been approved by us. If you place the Advertising Code on a Site that has not been approved by us, we may void the Impressions related to such Site.
After placing the Advertising Code on the Site, we will perform an initial check of your submission regarding technical quality, and determine if Ads can be displayed on your Site according to our advertisement placement policy.
Your Account identifies one or several unique Sites. If you wish to display Ads on several Sites (different names) you should register all of them in order to have a correct overview of your incomes. You may add and edit any Site from your Account at any time.
Visitors of your Site may not be misled in any way and should be able to easily distinguish content from Ads. You are prohibited from placing Ads under misleading headings or titles.
If pop-ups are displayed on your Site, they may not interfere with the site navigation, change user preferences, initiate downloads or distribute viruses. You must ensure that no ad network or affiliate or any other user uses such methods to direct users to pages that contain Advertising Code.
If you place third party ads on your Site, it should always be clear to Internet user that these ads are served by different advertising networks and that such ads have no association with us.
In addition, you agree not to place Advertisements on: (a) a page that contains only or principally advertising messages, (b) on any non-content-based page, (c) a page under construction or personal home pages; (d) on a free hosted page; or (e) pages where the bulk of the content is user-generated.
We shall have the right to place certain tracking technology in the Ads (such as tracking pixel(s) or any mechanism(s)) for observing, recording, analyzing and optimizing the performance of the Ads and the Site.
You may not, without our prior consent, change the agreed location of Advertising Formats or way of their appearance and, in case the Advertising Format includes static banners, not to place any new and/or additional advertising formats to your Site above our static banners or so that such new and/or additional advertising formats would negatively affect the visibility and/or effectiveness of our static banners.
You are strictly prohibited from altering, changing or amending the Advertising Code and/or using a third party’s ad platform with the aim to alter, change or amend the Advertising Code, without our prior written consent.
If an Advertisement is not in compliance with these Terms, you may remove the Advertising Code from your Site only after your have notified us thereof and we have failed to bring the Advertisement into compliance with the Agreement within 24 hours after receipt of the notice from you.
You acknowledge and agree that we have the right to request you to stop displaying Ads on all or some of your Site(s), irrespective whether that particular Site has been previously registered and validated or not. Should you refuse to comply with our request, we have the right to immediately terminate your Agreement with us.
6. QUALITY POLICY
You are responsible for keeping your Site always online, functional and reachable by the users from all over the world. You should always test your Site to make sure that it appears correctly in different browsers and monitor your Site’s performance and optimize load times. You must monitor your Site for hacking and remove hacked content as soon as it appears.
You must create a useful, information-rich Site with clearly and accurately described content. You are not allowed to create multiple pages, sub-domains, or domains with substantially duplicate content. You should avoid “doorway” pages created just for search engines, or other “cookie cutter” approaches such as affiliate programs with little or no original content.
You must provide unique and relevant content that gives Internet users a reason to visit your Site. Your Site should have a clear hierarchy and working text links. Every page should be reachable from at least one static text link.
You declare and guarantee that your Site is not and does not contain: (a) fully or partly not working Site; (b) Site without content; (c) violent content; (d) racial, ethnic, political, hate-mongering or otherwise objectionable content; (e) hate speech, harassment, bullying, or similar content that advocates harm against an individual or group; (d) excessive profanity; (f) hacking or cracking content; (g) illicit drugs and drug paraphernalia content; (h) content that promotes, sells, or advertises products obtained from endangered or threatened species; (i) software pirating; (j) investment, money-making opportunities or advice not permitted under law; (k) sales of illegal substances or activities (e.g. illegal online gambling, counterfiing money, etc); (l) content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails; (m) content promoting underage, non-consensual, or other illegal sexual themes, whether simulated or real; (o) content that may be interpreted as promoting a sexual act in exchange for compensation, sexual exploitation of minors or marriage to a foreigner; (p) sales of illegal alcohol, tobacco or tobacco-related products, weapons or ammunition; and/or (q) any other content that is illegal, promotes illegal activity or infringes on the legal rights of others.
Publisher Site may not be loaded by anything that: triggers pop-ups automatically; modifies browser settings; redirects users to unwanted websites; and/or otherwise interferes with normal site navigation.
Although we do not have any obligation to monitor any materials or content available through the Site, we have the right to check your compliance with this Agreement at any point during the Agreement is valid. Failure to meet the conditions set forward (including engagement in fraudulent or illegal activity) may result in suspension or termination of the Agreement, banning of your Account and/or withholding any Account balance.
7. PROHIBITED ACTIVITY
You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate an applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to our Services. Further, you are expressly prohibited from taking any of the following actions: (a) excessive page refreshes, generated either manually or automatically; (b) third-party programs with user incentives, such as spam email marketing, click-exchange programs, paid-to-surf or auto-surf programs; (c) using one or several maneuvers that give rise to Commission and/or (d) using automated online robots, or other deceptive software that are programmed to interact with Ads.
Besides artificial activity you must avoid the following techniques: automatically generated content; participating in link schemes; ad cloaking and sneaky redirects; hidden text or links or doorway pages; creating pages with malicious behavior, such as phishing or installing viruses, trojans, or other bad ware; make any modifications to the Advertising Code; generating Artificial Traffic by an Advertising Code; and/or intentional deception involving financial transactions.
You are prohibited from offering compensation to Internet users for viewing Ads or performing searches, promising to raise money for third parties for such behavior. You shall not provide any text in or around the Ad units or include phrases that may mislead users or encourage them to click the Ads. Any ads that are disguised within the content and/or placed in a manner which cannot be distinguished from content are prohibited.
You represent and warrant that you will not (a) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Platform or otherwise make excessive demands on it and (b) disable, circumvent or otherwise interfere with security related features of our Services or features that prevent or restrict use or copying of any part of our Services, or which enforce limitations on the use of our Services.
You declare and guarantee that your Site does not offer for sale or promote the sale of counterfeit goods.
We actively monitor the quality of traffic coming to your Sites for continued compliance with our policies and maintenance of our quality standards. If we suspend you in any fraudulent activity we shall have the right, at our sole discretion, to ban your Account, suspend delivery of Ads to your Sites, withhold all payments due to you and take all necessary legal actions to restore the damage caused by such violation. All Advertisements carried out on your Site with fraudulent activities are not subject for payment.
You must compensate to us any loss incurred to us with your fraudulent or other illegal activity. For compensation we may use any of your funds accessible to us by making settlements and deductions. We shall also be entitled to a refund of monies already paid to you with respect to Commission earned as a result of any non-compliance of these Terms.
8. WEBSITE USAGE AND PRIVACY POLICIES
9. INTELLECTUAL PROPERTY
All intellectual property rights, both economic and moral, in (i) the Services and the Platform, (ii) our trademarks and (iii) any goodwill, derivative works, improvements and/or intellectual property associated with the foregoing, are owned by us. During the term of this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable license to use the Services and the Platform, solely as described this Agreement.
You shall not and shall not attempt to: (a) resell, sublicense, lease, time-share, distribute or otherwise transfer to any third party its right to access and use the Platform or the Services; (b) reverse engineer, decompile or dissemble the Platform or any part thereof; (c) modify, copy or create derivative works of the Services or the Platform or any our graphics, creative, copy or other materials owned by, or licensed to us in any way, or (d) access the Platform or any part thereof for the purpose of building a competitive product or service or copying its features or user interface or authorize or permit a direct competitor to do so. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of our trademarks, service marks, copyrights, patents or trade secrets. All rights not expressly granted in this Agreement are reserved by us.
You represent and warrant that you maintain adequate rights in and to the Sites (including without limitation under the intellectual property rights in and to any third party content contained therein) in order to engage in the Platform, including without limitation the right to modify and create derivative works of any materials on your Sites.
The fact that you display on your Site the visuals and brand of an Advertiser gives you no intellectual property rights over the elements that constitute the brand or the products and services of the Advertiser.
You will receive from us Commission for displaying Ads on your Site. The amount of Commission shall depend on the agreed CPM, CPC or CPA. All statistical data for the purposes of billing and general delivery reporting are based on our reporting system only.
Your daily Commission that you have earned based on the statistical data shall be added to your Account on the following day. You fully acknowledge the trustworthiness of such data, which will prevail in the event of a dispute, with regard to the measurement of all Impressions. Your Account statistics are available for the last 6-month period only.
If at the end of the validity of the Agreement it appears that you have on your balance un-invoiced Commission, you may request for the payment thereof within 30 days after the termination of the Agreement, provided that the amount of your un-invoiced Commission meet the payment threshold.
We have the right to make adjustments to your balance in one of the following cases: (a) deduct transaction and payment fees, (b) due to technical reasons, (c) due to fraudulent activity, (d) due to Advertiser’s complaints or refunds and/or (e) on the basis of additional agreements with you.
11. PAYMENT TERMS
Minimum payment threshold for Publishers is 0.001BTC. Daily balance reports can be found in the Account. If your Account reaches the payment threshold, you will be able to submit a payment request, selecting a payment method available on the Website and specifying your payment details.
When you request your payment, we will have up to 10 calendar days starting from the date of payment request to validate your request and up to 5 calendar days to proceed with the payment for validated requests. Each request is validated by us only after your Commission has been checked for any fraudulent activity.
We shall not be liable for any payment based on (a) any fraudulent impressions generated by any person, bot, automated program or similar device, as reasonably determined by us; (b) Ads delivered to end users whose browsers have the ads disabled; or (c) impressions co-mingled with a significant number of fraudulent impressions described in (a) above, or as a result of other breach of this Agreement by you. If your request is refused due to fraud, we have the right to apply all sanctions stipulated in the Agreement.
As a Publisher you must ensure your capability to receive payments from us and submit valid payments details in the Account. If the receipt of Commission or any other payment from us fails or is delayed due to your failure to comply with this obligation (including if you have provided incorrect or wrong payment details), we shall not be liable for such failure or delay. In any event, all payments will be made at the payment details specified in your Account. If you believe that any fault in transaction has taken place, you agree to notify us immediately and, we will make all possible efforts to eliminate delays or errors in payment processing.
You agree that we are not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees applied to your account. We have the right to switch payment service provider(s) at any time without notifying you.
If a payment is aborted by a third-party payment provider and is returned to our account, we commit to return those funds to your Account. You agree that transaction fees could be applied to refunded payment(s), so we reserve the right to deduct all transaction fees from your Commission.
Unless expressly authorized in writing by us, you may not require us to transfer your Commission or any other payment you are entitled to under the Agreement to a third person.
We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your Account, block your Account and terminate this Agreement, if we have a reasonable suspicion that you have breached any provision of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement.
Hereby you represent and warrant to provide us with all the documentation or its equivalents, needed for your identification, ascertainment of the legal fact and fulfillment of our obligations under this Agreement, within 5 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
Any dispute regarding a payment of Commission must be submitted within sixty (60) calendar days of the date on which you were given the right to request the Commission, otherwise, it shall be deemed waived.
12. SELF-BILLING, TAXES
You as a Publisher order us to generate and issue you invoices on behalf of you. Following validation of your payment request and prior to making any payment to you as a Publisher, we will generate automatically through the Platform the invoice on behalf of you. Furthermore, you as a Publisher agree that the Platform will generate the said invoices based on the data provided to us and available from Account and agree that such date is accurate, fully and legally compliant for the purposes of invoicing and taxation. All of your paid invoices will be available to download in PDF format from your Account.
Any Publisher being a legal person and 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 invoices to us. You accept 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, you will hold us harmless from any of the direct or indirect loss or damages. You hereby confirm that another VAT invoice won’t be issued. You hereby agree to notify us if you (a) change your VAT registration number; (b) cease to be VAT registered; or (c) change your payment details.
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 you, we are expressly authorized to retain any payments due to you until such incident has been resolved.
We perform our tax obligations according to the tax laws of the Kingdom of Belgium. All payments to you from us in relation to our services will be treated as inclusive of tax (if applicable) and will not be adjusted. If according to applicable law it is your responsibility to declare, pay or withhold taxes on or from your transactions with us, you agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so.
According to the Belgiumn Income Tax Act, upon making a payment to any Publisher being a legal person residing at low tax rate territory, an income tax at the rate of 20% shall be withheld by us from the amount of requested Commission. An income tax shall not be withheld by us if you provide us with documentation proving that more than 50 per cent of your annual income is derived from actual economic activity.
13. LIABILITY, INDEMNITY
You are fully responsible for the due performance of your obligations under the Agreement and must compensate to us any and all damages caused by the non-performance or unsatisfactory performance of your obligations.
You agree to indemnify, hold and defend us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against us by any and all third-party claims and liabilities arising out of or related to or in connection with your use of the Website, including any served content that is not provided by us, your use of our Services and/or the Platform, or your breach of any term of these Terms, Website Usage Policy or other mutual agreement between you and us. You shall notify us immediately of any matter which could result in any loss, claim, damage, expense or liability subject to indemnification under this section. Such notification will not release you from your indemnification duty. We reserve the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this section.
If your Agreement with us is terminated due to the violation of Agreement by you (e.g. due to your fraudulent activity), we may demand from you a contractual penalty in the amount of your un-invoiced Commission and set-off our claim for the contractual penalty against your claim for payment.
14. DISCLAIMER OF WARRANTY
THE PLATFORM AND THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OUT OF A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, NONINFRINGEMENT (INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS), QUALITY, PRODUCTIVENESS OR CAPACITY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.
NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKE ANY PROMISE, WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE PLATFORM AND/OR THE SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED. WE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM AND THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE MAKE NO GUARANTEE REGARDING THE NUMBER, QUALITY, OR CONTENT OF ANY ADVERTISEMENTS OR THE TIMING OF DELIVERY OF SUCH ADVERTISEMENTS. WE SHALL NOT BE RESPONSIBLE FOR ANY ADS OR WEBSITES THAT ARE SERVED THROUGH OR LINKED FROM THE PLATFORM. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM AND/OR ANY SERVICES, INCLUDING ANY ACTS OR OMISSIONS OF ANY ADVERTISER.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF IMPRESSIONS OR REVENUE, OR ANY IMPRESSIONS OR REVENUE, WILL BE GENERATED AS A RESULT OF THIS AGREEMENT, OR THAT USE OF THE SERVICES OR THE PLATFORM WILL PROVIDE SPECIFIC RESULTS. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH OUR PLATFORM OR ANY SERVICES IS TO STOP USING THE PLATFORM OR ANY SUCH SERVICES.
THE FOREGOING DISCLAIMER OF WARRANTY IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW AND IS A FUNDAMENTAL PART OF THE BASIS OF OUR BARGAIN HEREUNDER, AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.
15. LIMITATION OF LIABILITY
No claim for a breach of any our representation or warranty shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to you and/or actually known by you.
We reserve the right to do any of the following, at any time, without notice, to: modify, suspend or terminate operation or access to the Website, the Platform or the Services for any reason; modify or change the Website, the Platform or the Services and any applicable policies or terms; and/or interrupt the operation of the Website, the Platform or the Services as necessary to perform routine or non-routine maintenance, error correction, or other changes.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) IN NO EVENT SHALL WE, OUR LICENSORS, AFFILIATES, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR OF ANY SERVICES, AND (B) OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN ANY OTHER WAY SHALL ONLY BE FOR DIRECT DAMAGES AND SHALL NOT EXCEED THE LOWER OF EUR 5,000 OR THE COMMISSION PAYABLE BY US TO YOU OVER THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF CLAIM AROUSE.
Any claim under the Agreement must be brought within six (6) months after the cause of action arises, or such claim or cause of action is barred.
The provision of this section 15 determine the allocation of risks between you and us, and you agree and acknowledge that such allocation of risks and the limitations of liability specified herein are an essential basis of the bargain between you and us.
16. FORCE MAJEURE
You and us shall not be liable for delays or failure to perform under the Agreement which result directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond its reasonable control and shall not affect the validity and enforceability of any remaining provisions (force majeure).
The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event.
17. DURATION AND TERMINATION
Your Agreement with us becomes effective upon registration of your Account or upon signing any additional agreement with us and is valid for unspecified period.
Each party is within its rights entitled to terminate the Agreement, for any reason, by registered mail (with notice of delivery) or by e-mail, sent by you to [email protected] or by e-mail from us to the e-mail address you have previously provided, giving at least 24 hours prior notice.
Provided that we have made available such a possibility, you may also terminate the Agreement by deleting your Account from the Platform by way of pressing the delete button on your Account. After that we will send you an e-mail with confirmation link. If you confirm your wish to delete your account, the Agreement will be deemed terminated, your access to your Account will be closed and the provision of all our Services to you stops.
Provided there is a good reason, both you and us may terminate the Agreement also immediately without prior notice. We may do so inter alia if:
- we are required so by a facially valid subpoena, court order, or binding order of a governmental authority;
- you fail to comply with any applicable laws, directives, rules and/or regulations;
- you fail to comply with any of the requirements of our quality, advertisement placement or anti-fraud policies and/or Policies;
- we reasonably suspect that you are in breach of any of your warranties and representations given under this Agreement;
- you materially breach any other obligation of the Agreement and fail to remedy such breach within a reasonable time granted by us;
- in respect of you, a liquidator, receiver or administrative receiver is appointed, you are adjudicated as bankrupt, or declared as insolvent;
- this opportunity is set forth in any other provision of these Terms.
Upon termination of the Agreement your Account is immediately archived. All provisions of the Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination of this Agreement. Termination of this Agreement will not prejudice any right of action or remedy which may have accrued to you or us prior to termination (as the case may be).
Upon termination, you are required to remove promptly the Advertising Code installed on the pages of your Site(s).
You agree to keep all details of the contractual relationship between you and us confidential (including but not limited to information about our customers and business partners and their contact details, our products and services, technology, software, statistics, price rates and all info explicitly marked as confidential), and not to disclose information of any nature exchanged (including communication sent to you by us) before or during the term of the Agreement to any third parties. You shall use the same degree of care to protect the confidential information as you use to protect your own most highly confidential information, but in no circumstances less than reasonable care, and shall not disclose confidential information to any person or entity other than your officers, employees and consultants who need access to such confidential information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with you consistent with this section 18.
You specifically undertake not to use the information about Advertisers directly or indirectly for your own or third party’s commercial benefit or in order to compete or cause prejudice to our activities in any manner whatsoever.
The duty of confidentiality does not apply to any use or disclosure authorised by us or as required by law or any information which is already in or becomes available to the general public other than through your unauthorised disclosure. In addition, you may disclose (a) relevant information to your auditors, attorneys, credit and financial institutions, provided that the latter are also bound by a duty of confidentiality and (b) the amount of gross payments you have received from the use of our Services.
You agree that we may communicate with you electronically any finance information related to your Account. We may also provide notices to you by posting them in your Account on the Website, or by sending them to an email address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent.
We reserve the right, at our sole discretion, to change, modify, add or remove any part of these Terms, at any time. We will notify you about the changes to the Terms either by e-mail, your Account (if any) or through the Website. Your continued use of our Services or the Platform means that you accept and agree to the changes.
This version was last updated on 11.05.2018 and historic versions can be obtained by contacting us.
21. GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Belgium without regard to its principles and rules on conflict of laws.
Any dispute arising out or in connection with the Agreement will be finally settled by the Arbitration Court of the Belgiumn Chamber of Commerce and Industry in Tallinn on the basis of the regulation of the aforementioned Arbitration Court. The arbitral tribunal proceedings will be conducted in English. The arbitration will be held by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached, then by one arbitrator who is chosen by the Council of the Arbitration Court of the Belgiumn Chamber of Commerce and Industry.
There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. None of us has the authority to bind the each other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
This Agreement constitutes the full and entire understanding and agreement between you and us regarding the subjects hereof and supersedes any agreement or understanding between you and us prior to signing of this Agreement.
Our failure to insist on or enforce strict performance of the terms and conditions of the Agreement shall not be construed as a waiver by us of any provision or any right it has to enforce the Agreement, nor shall any course of conduct between us and you or any other party be deemed to modify any provision of the terms and conditions of the Agreement.
This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any third party. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of us and you, respective successors and permitted assigns.
A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
23. CONTACT AND COMPLAINTS
In case you have any complaints, or require additional support, please contact us by e-mail at firstname.lastname@example.org or at: Coinverti Ads Limitée, Rue du Congrès 35, Brussels 1000, Belgium. Our support team will get back to you within 48 working hours. If your inquiry requires a more detailed answer, it might take up to 7 working days for processing your request.