Admoda Advertisers Terms and Conditions
Definitions:
- CPC - Cost Per Click
- CPM - Cost Per 1000 Ad Views
- ROI - Return On Investment
- PPC - Pay Per Click
The Advertiser Terms for the Admoda ad network ("Terms") are entered into by MobVision/Admoda ("Admoda") and you, where "you" refers to the company or contact name listed in your account. By entering into this Agreement, you represent that you have the authority to agree to this Agreement for this party. You hereby agree and acknowledge:
1. Terms
Your registration and/or use of Admoda system indicates your acceptance of these Terms. Any companies you resell to, agencies, partners, and affiliates using your Admoda account are your responsibility and are bound by these terms.
Admoda shall have absolute discretion as to whether or not it accepts a particular customer or site for participation in the Admoda ad network.
You agree that your ads may be placed on any site owned or operated by Admoda, on any publisher wap site with which Admoda has an agreement to place ads.
2. Content, linked wap sites, services, ads.
You are solely responsible for your advertising image creation, advertising text and for the content of all ads and ensuring their accuracy, even for those ads generated by your customers, affiliates, or partners. You agree Admoda is not responsible for anything whatsoever regarding your ads. You warrant that you are authorized to advertise these items/products/services/brands yourself, and on behalf of your customers or partners. You grant Admoda and its Publisher partners all rights to copy, distribute and display your ads.
Admoda doesn't accept advertising that contains: (i) pornography, (ii) adult content, (iii) morally questionable content, (iv) illegal content of any kind, (v) illegal drugs promotion, (vi) racism, (vii) political content, (viii) religious content, (ix) fraudulent or suspicious content (x) Ads which allude to, or suggest, adult content or content of a sexual nature. If your advertising and/or target wap site has any of this content and you purchased an advertising package, your ads will be removed immediately you will not receive refund of any kind.
Acceptable Use For Glamour Ads.
If you are advertising a glamour/bikini/non-nude service on a non-adult short code then you can run these ads on Admoda subject to Publishers accepting the ads. However there must be no sexual suggestion at all within the adverts on Admoda.
-- Unacceptable words include: Sex, Sexy, T*ts, Naughty, Naked, Hot. (Also miss-spellings of these adult words are not allowed). Note: This is not a definitive list. There must be no reference to adult, or any suggestion towards adult content. All glamour ads will be subject to approval.
-- Acceptable words include: Babe, Hunk, Bikini, Flirt, Fun.
Ads for gambling services are acceptable on Admoda however "18+" or "Over 18s Only" must be displayed within the ad.
You must give an English translation of international banners when submitting them for approval.
All ads must be placed in the appropriate category(s) and all set targeting must accurately reflect the service/products/wap site/ that you are advertising. Admoda retains the right to remove individual ads that do not abide by these criteria and/or revoke your permission to use this system and you will receive no refund.
You are solely responsible for your own site(s), product(s), and/or service(s) advertised using Admoda. You are solely responsible for the landing pages, and URL links. Admoda is not responsible for anything regarding the wap sites and landing pages you link through to, or services/products/brands that you are advertising.
To ensure continued compliance with these terms and conditions, any customers that change their wap sites, linked pages, landing pages, ads or category(s) after approval must notify Admoda of the changes in writing immediately. If your ads are changed during the campaign such that it includes inappropriate content, or the category(s) are then incorrect, Admoda may stop your campaign immediately and you will not be entitled to a refund.
3. Fraud
You shall not, nor shall you conspire with any party to, either manually or automatically generate fraudulent or invalid ad displays or click-through's for other publishers or advertisers. In response to such behaviour, Admoda reserves the right to immediately revoke your permission to use this system and seek appropriate civil and/or criminal legal remedy.
4. Communication
Should you have any concerns regarding your ads, potential click fraud, or the behaviour of other advertisers or publishers, you shall direct all communications only to Admoda.
5. Payment
You agree to pay in advance the cost of the advertising. Admoda will not set-up any banner ads campaign(s) unless the payment process is complete.
Admoda may change its pricing at any time without prior notice. If you have an advertising campaign running and/or impressions stored for future use for any mentioned cause and Admoda changes its pricing, you'll not need to pay any difference. Your purchased banners fee will remain the same.
Admoda reserves the right to set and negotiate specific payment terms on a customer-by-customer basis.
You may not cancel any advertisement once a campaign has been paid for.
CPC and CPM rates may rise or fall, and Admoda can change these rates at any time.
Charges shall be calculated solely based on records maintained by Admoda. Admoda's technology and systems will be the official counter for determining delivery of clicks or impressions for each campaign. No other measurements or statistics of any kind shall be accepted by Admoda or have any effect under this Agreement. You accept Admoda's impression and click count as final.
Advertiser will use commercially reasonable efforts to assist Admoda with regard to any technical, administrative or other issues that may come up relating to the Advertisements.
Impressions Count: Any hit to Admoda wap sites is counted as an impression. Even if you access an Admoda wap site and see your own banner ad it will be counted as a valid impression. Only in the case of Admoda's administrator, the impressions will not be counted.
CPC and CPM charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and reasonable expenses and legal fees Admoda incurs collecting late amounts.
You waive all claims relating to charges unless claimed within 30 days after the charge. Charges are solely based on Admoda's click through data and any refunds are at the discretion of Admoda. Refunds will be in the form of an Admoda advertising credit.
You acknowledge and agree that any credit card and related billing and payment information that you provide to Admoda may be shared by third parties working on Admoda's behalf, such as payment processors, solely for the purposes of effecting payment to Admoda and servicing your account. Admoda may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims.
Admoda shall not be liable for any use or disclosure of such information by such third parties.
6. Publicity
You agree that Admoda may use your name and logo for publicity purposes, such as marketing materials, presentations, customer lists, and wap site listings of customers. You are not permitted to use Admoda's names and trademarks for similar purposes without written permission from Admoda.
7. Publisher Network
Advertiser understands that: (a) Admoda has no obligation to review the Advertisements; (b) Admoda is not an Advertisement publisher, but rather is responsible for placement of the Advertisements using its ad serving and ad management technology, (c) the publisher network consists of third party media companies ("Publishers"), (d) Publishers may remove or reject advertisements at their discretion, and (e) advertisements placed on the Network may be subject to additional terms and conditions as are imposed by Publishers.
8. Confidentiality
Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes (i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) click through rates or other statistics, (iv) all commercial information about campaigns, (v) any technical information, (v) any information about Admoda and MobVision (vi) any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
9. Non-circumvention
9.1. During the term of this Agreement and for a period of twenty four months beginning on the end date of the Campaign, Advertiser agrees that it will not contract with, solicit, recruit or encourage, directly or indirectly, any Publisher that is known by Advertiser to be an Admoda Publisher, or Wap site affiliate, for purposes of providing Advertisements directly through such Publisher.
9.2. During the term of this Agreement and for a period of twenty four months beginning on the end date of the Campaign, Advertiser may not contact Admoda's affiliates, clients, partners, staff or contractors directly or indirectly (e.g. through an advertising agency or other similar competing advertising network) to solicit the business of said affiliates, clients, partners, staff or contractors.
In the event of the circumvention in 9.1. and 9.2. above, directly or indirectly, Admoda shall be entitled to a legal monetary compensation equal to the maximum fee it should have realised, for a six month period, from such a transaction plus any and all expenses, including legal fees, incurred to enforce this provision for a period of 6 months.
10. Information Rights
Admoda may retain and use for its own purposes all information you provide, including but not limited to Targets, URLs, the content of ads, and contact and billing information. Admoda may share this information about you with business partners and/or sponsors. Admoda will not sell your information. Your name, wap site's URL and related graphics shall be used by Admoda in its own web site at any time as a sample to the public, even if your Advertising Campaign has been finished.
11. Modifications
The Program reserves the right to change any of these terms and conditions at any time without notice.
12. Minimum Age Requirements
No person under the age of 18 is allowed to participate in our program.
13. Termination, Cancellation
Admoda may at any time, at its sole discretion, terminate your campaign, terminate this agreement, or cancel any ad(s). Admoda will notify you via email of any such termination or cancellation, which shall be effective immediately. No refund will be made for any reason. Remaining impressions will be stored in a database and you'll be able to request another campaign to complete your inventory. You may cancel any ad and/or terminate this Agreement with or without cause at any time. Termination of your account shall be effective when Admoda receives your notice via email. No refund will be made for any reason.
14. Damages
In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising there under or from the provision of services.
15. No Guarantee
Admoda makes no guarantee regarding the levels of clicks for any ad on its site. Admoda may offer the same Target to more than one advertiser. You may not receive exclusivity unless a special private contract has been drawn up between Admoda and you.
Admoda makes no guarantee that any targeting set will work in every case or that the campaigns will start or finish on exactly the times required. Admoda will not be held responsible for any mis-placed ads, or targeting which goes a miss. Targeting and timings for campaigns are done on a 'best effort' basis.
Admoda does not guarantee the quality of the click throughs or impressions. You agree to not hold Admoda responsible for a poor ROI or conversion rate from your click throughs, and there will be no refunds issued in such a case.
16. Representations and Warranties
You represent and warrant that (a) all of the information provided by you to Admoda to enrol in the Advertising Campaign is correct and current; (b) you hold all rights to permit Admoda and any Partner(s) to use, reproduce, display, transmit and distribute your ad(s); and (c) Admoda's and any Partner(s) Use, your Target(s), and any site(s) linked to, and products or services to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal laws or third party rights giving rise to civil liability, including but not limited to trademark rights or rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Wap site linked to your ad(s) (i) complies with all laws and regulations 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, libellous, slanderous or threatening.
17. Your Obligation to Indemnify
You agree to indemnify, defend and hold Admoda and MobVision, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Advertising Program, your Wap site, and/or your breach of any term of this Agreement. Customer understands and agrees that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.
18. Disclaimer and Limitation of Liability
ADMODA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. Admoda disclaims all guarantees regarding delivery of ad impressions, costs per click, cost per impression, click through rates or conversions on any Admoda or Publisher property or sections of such properties. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO ADMODA BY YOU FOR THE AD(S) GIVING RISE TO THE CLAIM. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures.
Neither Admoda nor the participating sites will be subject to any liability whatsoever for (a) any failures to provide reference or access to all or any part of the Advertisement URL due to systems failures or other technological failures of Admoda or of the Internet; (b) delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a Publisher or Wap site, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Advertisement URLs provided by Customer.
19. Miscellaneous
Any decision made by Admoda under this Agreement shall be final. Admoda shall have no liability for any such decision. You will be responsible for all reasonable expenses (including legal fees) incurred by Admoda in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in England. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Admoda and without any refund. This Agreement shall be construed as if both parties jointly wrote it.