TERMS & CONDITIONS The following terms and conditions shall govern the placement and delivery of advertising as set forth in any insertion orders or service agreements (“IO”) executed by and between Publisher and Advertiser.
1. Services. Company will manage and deliver all advertisements in accordance with any specifications and policies set-forth by Company prior to publication (the “Services”). Company may approach all publishers in order to advertise the Ads in accordance with these Term and Conditions (the "Publisher(S)").
2. Ads. Advertiser will create and deliver all content required for any ad to Company in the form requested by Company and in accordance with any specifications and policies set-forth by Company and the applicable publisher prior to publication.
3. Advertising Policy. Company will not be required to publish any ad that is not in accordance with its policies, restrictions (as set forth in the IO) or specifications as determined in its sole discretion. Not with standing the foregoing, Company’s policies, specifications and/or restrictions with respect to ads should not be construed as legal advice, or as sufficient guidelines to ensure that such ads comply with applicable law, and Advertiser shall be solely responsible for the content of its ads. Company assumes no obligation and hereby disclaims any liability for Advertiser’s use or placements of any ads.
4. Advertiser Representations. Advertiser warrants and represents that: (a) it has all right, title and interest in and to the ads that it places; (b) the use of the ads by Company and its affiliates and any publishers as contemplated and authorized hereunder will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (c) all ads will comply with all applicable laws, regulations and ordinances; and (d) all of the information provided by Advertiser to Company is correct, complete and current. Advertiser further represents and warrants that any website linked to Advertiser's ads (i) complies with all laws, regulations and ordinances in any state or country where the ad is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not false, misleading, defamatory, libelous, slanderous or threatening.
5. Distribution of Ads. Positioning of the Ads is at the discretion of the Company and its affiliates or Publishers. Company does not guarantee that Advertiser's ads will be available through any specific part of the networks upon which the Company and/or Publisher places the ads, when the ads will run and/or the placement and positioning of the Advertiser's ads. Company and/or Publisher reserves the rights to approve, omit, edit or reject any of Advertiser's ads for any reason at any time, including the right to make minor changes to the ads in order to optimize campaign results, with or without notice to the Advertiser. In addition, Company and/or Publisher reserves the right, at any time to remove any of Advertiser's ads if Company and/or the Publisher determines, in their discretion that the ad or any portion thereof, violates any of Company and/or the Publisher's policies or may result in liability to the Company and/or Publisher. In addition, Company and/or Publisher shall have the absolute right to reject any URL link embedded within any ad. Company and/or Publisher’s failure to reject, cancel, approve, omit, edit or modify shall not be construed as an acceptance of an ad, nor shall it negate other provisions of the IO or these terms and conditions, specifically with respect to liability.
6. No Guarantee. To the extent permitted by law, Company disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions; (iv) clicks; (v) conversions or other results for any ads; (vi) the accuracy of its affiliates' data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (vii) the adjacency or placement of ads within the advertising networks used by Company.
7. Reporting and Traffic quality. Publishers is expressly prohibited from using any persons, means, devices or arrangements to commit fraud in order to increase the number of clicks, subscriptions etc. Such acts include but not limited to using automated means, spyware, steal ware, cookie-stuffing or any other deceptive acts that cause harm to Advertiser (collectively, ‘Fraud’). Advertiser will provide Publisher with real-time reporting to enable to view an estimate of quality of the traffic and the quantity of revenues due to it under a given IO. In case the fraudulent activities clearly identified based on the Advertiser’s report, all the traffic shall be considered as invalid and Advertiser shall not pay for all traffic.
8. Confidentiality. Both parties agree to keep this agreement and all of its terms, numbers and information, confidential. Company agrees to keep all and any information which is given by Advertiser confidential, including but not limited to information about keywords, costs, conversions, and any other statistics, that are not publicly available, unless otherwise approved by Advertiser. Publisher guarantees responsibility for providing correct personal and billing information. Mobadvert OU advertising platform provides intermediary services between mobile content provider RGKmobile, registered in UK and mobile traffic suppliers. Mobadvert is not responsible for publishers personal data.
9. Term, Termination and Renewal. The term of the IO will commence on the Start Date and shall remain in force for twelve (12) months, following which it shall renew for additional twelve-month terms unless terminated at least sixty (60) days' prior to a term; Upon termination of the IO: (i) all undisputed payments that have accrued prior to expiration or termination will be payable in full within fifteen (15) days thereof; and (ii) Company’s obligations relating to the Services will terminate.
10. License. For the term of the IO, Advertiser hereby grants to Company and Company’s affiliates, partners and/or Publishers a non- exclusive, royalty-free, worldwide license to: (a) use, perform and display all ads delivered hereunder in accordance with these terms; and (b) use all associated Advertiser intellectual property as necessary for the fulfillment of this agreements and subject to the consent of the Advertiser. Title to and ownership of all intellectual property rights of the ads and associated Advertiser intellectual property shall remain with Advertiser or its third party licensors. In addition, Advertiser agrees that Company may include Advertiser's name and any ad provided hereunder on Company's advertiser list and in its marketing materials and sales presentations, subject to the consent of the Advertiser.
11. NO WARRANTY. THE COMPANY'S PLATFORM AND ANY RELATED SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OR GUARANTEE. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD, COMPANY’S OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS POSSIBLE.
12. Limitation of Liability. THE CUMULATIVE LIABILITY OF COMPANY AND THE ADVERTISER FOR ALL CLAIMS RELATING TO THE IO, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY ADVERTISER UNDER THE IO.