(Last Update: 12 December 2016)
The Adsoluto Advertising Network Terms and Conditions (“Network Terms”) are part of the Insertion Order (“IO”) between Adsl LTD (“Adsoluto”) and the customer (“Advertiser”), and shall govern the Advertiser’s use of the Advertising Service (as defined below). The IO and Network Terms are collectively referred to hereunder as the “Agreement”. In case of any conflicts between the IO and these Network Terms, the terms of the IO shall prevail.
The Advertiser and Adsoluto shall be collectively referred to as the “Parties” and singularly as the “Party”. If the Advertiser is entering into the Agreement to provide Ads on behalf of a Third Party Advertiser, such Advertiser is obligated to bind its Third Party Advertisers to the terms set forth in this Agreement, however, the Advertiser is ultimately responsible for the fulfillment of any Third Party Advertiser’s obligation pursuant to this Agreement.
Advertisement or Ad means any graphical content, pictures, photographs, video, audio, sound, text, icon and name of advertised app or any other material as agreed between the Parties.
Advertiser means any entity or person entering into this Agreement in order to provide Ads to be displayed via the Adsoluto Advertising Network. The term “Advertiser” shall also therefore be applicable for ad networks, ad agencies, media buyers or any other media or advertising intermediary entering into this Agreement in order to provide Ads on behalf of a Third Party Advertiser.
Advertising Model means type of a campaign-pricing model.
Advertising Service means the user acquisition advertising service offered by the Adsoluto Advertising Network.
End User Data means any data or information that is collected from an End User or pertaining to an End User. End User Data shall not include any Personal Information about End Users, with the sole exception of Persistent Identifiers necessary for the implementation of the Advertising Services.
End User means each individual end user of the Publisher’s App.
Install means each time a user downloads, opens and runs the Advertiser’s app while being online within the Look-back Window.
Look-back Window means an attribution time period of twenty-four (24) hours that starts from the time the End User clicks on the Ad within the Publisher’s App.
Adsoluto Advertising Network or Adsoluto Network is a unique ad agregation and optimization network offering user acquisition advertising services to publishers and advertisers.
Persistent Identifier means an identifier that can be used to recognize a user over time and across different websites or online services. This definition shall include, but shall not be limited to, a customer number held in a cookie, an Internet Protocol (IP) address, a processor or device serial number, advertising identifier or unique device identifier.
Personal Information means any information that is personally identifiable to any End User or permits identification of such End User, including but not limited to Persistent Identifiers.
Publisher means an entity that makes available the advertising inventory within its apps for the purpose of displaying Ads.
Publisher’s App means a software application designed to run on smartphones, tablet computers and other mobile devices within which the Ads are to be displayed.
Third Party Advertiser means the end advertiser on whose behalf the ad network, ad agency, media buyer or any other media or advertising intermediary will provide Ads to be displayed via the Adsoluto Advertising Network.
The Adsoluto Network offers its user acquisition Advertising Service based on various Advertising Models:
The Adsoluto Network shall be provided by Adsoluto, any of its affiliates, and/or providers of outsourced services. The territory for providing the Advertising Services is global. No exclusivity is applicable for this Agreement. The Advertiser shall give permission or, in the case that a Party is entering into this Agreement to provide Ads on behalf of a Third Party Advertiser, it shall obtain the Third Party Advertiser’s relevant permission in order for the Publisher to display Ads.
Advertising campaigns shall be set out in the IO, or as confirmed by company’s email or via the dashboard, all of which shall constitute a valid obligation for the Parties.
The Advertiser shall offer Ads for display within the Adsoluto Network. Adsoluto may incorporate links to the Ads acquired from and approved by the Platform into the Adsoluto Network. Each Ad used must include the special transaction tracking computer code provided by Adsoluto (“Ad Code”) and the Advertiser will not in any way interfere with any such Ad Code and/or other technology required to be used for the advertising campaign. The Advertiser shall not provide Adsoluto with any Ads that are defamatory, libelous, harassing, abusive, obscene, fraudulent, non-compliant, blacklisted, unlawful or in violation of any third party rights or Adsoluto’s Advertising Restrictions. Adsoluto may alter or modify the format and content of the Ads or request that the Advertiser makes any modifications necessary in order for Adsoluto to implement the Advertising Services. Adsoluto shall position, show, and/or optimize the Ads in a way it deems to be necessary or effective. Adsoluto shall use commercially reasonable efforts to adhere to the daily cap. Adsoluto reserves the right to stop the campaign and/or terminate the Advertiser’s participation in the Adsoluto Network in case of a breach that cannot be solved in a reasonable timeframe, without any liability to the Advertiser.
The Advertiser shall not: a) interfere or attempt to interfere with the purpose of the Adsoluto Network; b) use the Adsoluto Network for any purpose not necessary for the implementation of the Advertising Services, including any fraudulent or unlawful purposes; or c) breach any term of this Agreement.
Adsoluto grants to the Advertiser a non-exclusive, territorially-limited right and license to serve and display Ads in the Publisher’s Apps. The Advertiser is hereby authorized to redirect an End User to the advertised App or website, or to the app store webpage of the advertised App, but are prohibited to make any other redirection.
The Advertiser grants to Adsoluto the royalty-free right and license to use and modify the Ad and any data accrued from the integration of the Adsoluto Network for the purposes of enabling the Advertising Services in accordance with this Agreement. The Advertiser grants to Adsoluto the right to use its trademarks, service marks, logos and other indicia or origin associated with the Advertiser for the purposes of promoting the Adsoluto Network in advertising, marketing, and other promotional materials.
Adsoluto and the Advertiser shall agree on the tracking system prior to the launch of the campaign. The Advertiser shall set up a third party or its own tracker for the advertising campaigns. For CPI campaigns, the tracker shall allow the Advertiser’s connection with the Adsoluto Network in order to enable the Advertiser’s postback to Adsoluto’s backend for conversion tracking. The Advertiser shall immediately inform Adsoluto about any change of third party or its own tracker. The Advertiser shall be obligated to send Adsoluto reports by the 5th of the following month for the previous month. However, the Advertiser may send reports by the 15th of the month with Adsoluto′s prior approval. Reports shall be broken out by day, impressions, views, clicks, Installs, conversion ratios, spend/cost, and/or any other variables as may be defined in the IO or agreed via email.
Installs sent within the time period from the Look-back Window will be fully charged. The Advertiser will also pay for the additional Installs that come within the Look-back Window period after the campaign has been stopped, provided that the total budget has not run out.
The Advertiser shall provide access to raw tracking data from its system upon Adsoluto′s request. Such data shall include cumulative data: (i) per app; (ii) per country; and (iii) per day. Adsoluto may provide reports via email. If the Advertiser provides the tracking service itself or via a third party service, it shall be responsible for the continued operation and 100% uptime of the tracking service. The Advertiser must promptly inform Adsoluto if the tracking service provided by the Advertiser or third party is not operational. If the Advertiser doesn’t ask Adsoluto to pause the Advertiser’s campaigns during this non-operational tracking service period, Adsoluto will estimate tracking numbers and the associated costs for this period based on the average tracking numbers volume within a similar period when tracking was operational and will charge the Advertiser based on such estimate. The Advertiser shall pay for any and all tracking numbers generated during the non-operation of the Advertiser’s or third party’s tracking service for which Adsoluto may provide sufficient evidence of non-operation.
The Parties shall make best efforts to resolve any discrepancies between the measurements of more than 10% promptly and amicably. In such cases, Adsoluto reserves the right to pause advertising campaigns until the matter is resolved.
Adsoluto may process aggregated and anonymized data and/or non-personally identifiable data that is generated or collected in connection with the Adsoluto Network for reporting purposes, implementation of the IO and for repurposing.
The payment method shall be as provided in the IO. Adsoluto shall issue an invoice for the total budget of the IO and the Advertiser shall make an advance payment via wire transfer within three (3) days before the campaign’s start date. In case of non-advance payments, Adsoluto will invoice the Advertiser presumably by the 15th day of the current month for the Advertising Services in the previous month or after the expiry or termination of the IO, whichever is earlier, for the price stated in the IO. In the case of open budget campaigns, the invoice for Advertising Services will be based on tracking numbers as reported by the approved tracking and serving system, in accordance with the Advertising Model as agreed between the Parties prior to the campaign start. If the Advertiser does not provide Adsoluto with a report by the 15th of the month for the previous billing month, Adsoluto will issue the invoice for Advertising Services based on its own tracking numbers. In any case, the Advertiser shall be fully and solely reliable for any payments due to Adsoluto and will make payments within 30 days from the date of the invoice.
The prices do not include taxes that may be assessed by any jurisdiction and the Advertiser shall be solely responsible for all applicable taxes. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, the Advertiser will pay such taxes to ensure that Adsoluto receives the full amount as invoiced to Advertiser without any offset or deduction. To the extent that Adsoluto is required to collect and/or remit any such taxes in connection with an IO, the Advertiser will reimburse it for such taxes so that Adsoluto’s total payment shall be as stated in the IO. If the total budget is not spent by the end date of the campaign, the Parties may decide to prolong the campaign by exchanging email confirmations, transfer the unspent but paid amount to another Advertiser’s campaign, or Adsoluto shall return the outstanding amounts to the Advertiser.
The invoice and any outstanding amounts shall be issued/paid within eight (8) working days from the end of the campaign. The invoice can be rejected within eight (8) days from its receipt by sending a notice clarifying the reasons to: [email protected] Any notification sent after the deadline or via other means shall be disregarded. Adsoluto is allowed to make a set off of the amounts owed to it by the Advertiser and the prepaid amounts for the unspent campaigns. The Advertiser is obligated to make the payment in the currency stated on the invoice. The Advertiser shall pay any transaction costs accrued due to using PayPal for payment purposes.
The Parties acknowledge and agree that End User Data collected by or disclosed to the Advertiser may be subject to laws, regulations, and rules governing the collection, transfer, storage, use and disclosure of personal and/or private information, including but not limited to COPPA. The Advertiser shall comply with all such laws, regulations and rules, and with all court or government agency orders, decrees and policies.
The Advertiser may collect solely the data, including but not limited to End User Data, necessary for the execution of the Advertising Services in accordance with the Agreement. If the Advertiser is entering into the Agreement to provide Ads on behalf of a Third Party Advertiser, the Third Party Advertiser procured by the Advertiser shall be bound by the same confidentiality and data collection, usage, and protection obligations as stated herein and the Advertiser is obligated to inform such Third Party Advertiser about these requirements and promptly inform Adsoluto if any of these requirements are not acceptable for a specific Third Party Advertiser.
The Advertiser may use the End User Data solely for the purposes of contextual advertising. Any other use of the End User Data, including but not limited to repurposing, behavioral advertising, profiling, tracking of users over time and across different websites or online services, targeting users, amassing a profile of an individual user based on the collection of persistent identifiers over time and across different websites in order to make decisions or draw insights about that user, whether that information is used at the time of collection or later, as well as any other similar use, is strictly prohibited. Without the express written permission of Adsoluto, the Advertiser may not share End User Data with any other party or use this data as part of the services provided to any other third party for any purpose other than performing under this Agreement.
The Advertiser guarantees that it has implemented internal procedures that ensure the confidentiality, security, and integrity of the End User Data, and prevent the unauthorized access and use of End User Data contrary to this Agreement and applicable legislation. The Advertiser undertakes to comply with and regularly monitor internal procedures, and implement any updates necessary to assure compliance.
Each Party represents and warrants that: a) it has the full right, power, and authority to enter into this Agreement; b) by entering into this Agreement it does not and will not breach any third party rights; c) it owns or has obtained any necessary rights, licenses and authorizations to perform the obligations hereunder; d) it will comply with the obligations set forth in the Agreement, except as expressly stated otherwise herein; and e) it will comply with all applicable laws, rules, and regulations in the performance of this Agreement.
The Party concluding the Agreement on behalf of Third Party Advertisers shall be solely responsible for any breach of the terms and conditions stated in this Agreement made by the Third Party Advertiser it has used to participate in the Adsoluto Network and shall indemnify Adsoluto accordingly.
Adsoluto reserves the right to immediately pause the campaign in case of an Advertiser’s breach of representations and warranties as stated in this section immediately when any such breach occurs, without any liability to the Advertiser. Additionally, Adsoluto retains the right to immediately remove any inappropriate Ads from the Adsoluto Network.
The Advertiser shall not be compensated in case of a Publisher’s inability to display Ads or collect rewards. Adsoluto shall strive to ensure that the Adsoluto Network is functional, operational and user-friendly. Notwithstanding that, the Advertising Services and the Adsoluto Network is provided on an “as is” and “as available” basis, without warranties of any kind, whether express or implied, and Adsoluto doesn’t provide any guarantee as to the availability of the Publisher’s App, the number of clicks or installs, etc., or the functioning of the Adsoluto Network and Advertising Services. To the extent permitted under applicable laws, Adsoluto disclaims any and all implied warranties, including and without limitation to implied warranties of merchantability, constant availability and fitness for a particular purpose or non-infringement. Adsoluto does not warrant the results of use of the Advertising Services, including benefits that the Advertiser may or may not obtain from this Agreement, the use of Advertising Services and/or mobile app advertising through the use of the Adsoluto Network, and the Advertiser assumes all risks related to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Advertising Services, the Adsoluto Network or any content. For the avoidance of any doubt, Adsoluto shall not be liable to the Advertiser in case of any malfunctions in the Adsoluto Network and/or Advertising Services.
Each party (the “Indemnifying Party”) shall defend (through its own counsel), indemnify, and hold harmless the other Party and the other Party’s officers, directors, employees, agents, representatives, service providers and affiliates (the “Indemnified Party”) from and against all liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees and other reasonable legal expenses (“Losses”) arising directly or indirectly from or in connection with any third party claims, actions, or proceedings involving any alleged breach by the Indemnifying Party of its representations and warranties contained in the Agreement (the “Claim”). The Indemnifying Party shall have the right to control the defense and settlement of any such Claim, provided that the Indemnifying Party will not agree to any settlement that imposes any obligation or liability on the Indemnified Party without such Indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed). Each party shall promptly inform the other of any third party claims, actions, or proceedings of which it becomes aware that involves the other Party as a result of the Agreement.
In no event shall either Party be liable for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, including but not limited to the loss of profits or business, whether based on breach of contract, tort or otherwise, even if such damages are foreseeable and whether or not that Party has been advised of the possibility thereof. Adsoluto′s total liability arising out of the Agreement or the Advertising Services, whether based on contract, tort or otherwise, shall not exceed the amount equal to three month’s payments retained by Adsoluto from the Advertiser’s usage of the Advertising Service pertaining to which the relevant liability is assessed, or USD 20,000, whichever is less. The Advertiser acknowledges that the fees payable hereunder reflect the allocation of risk set forth in the Agreement and that they would not enter into the Agreement without these limitations on liability.
“Confidential Information” shall be defined as any performance data, information, or software relating to or collected through the Adsoluto Network and this Agreement, as well as all information, material, or data in any form that includes but is not limited to oral, written, printed, graphic or electromagnetic forms disclosed either orally, in writing, or in any other way between Parties that are not publicly known, rightfully received from a third party, or independently developed without access to the other Party’s Confidential Information. The provisions of this Section shall be also mutatis mutandis applicable for the Third Party Advertiser. For the purposes of clarification, the aggregated and anonymized performance data of the Adsoluto Network shall not be considered Confidential Information. Furthermore, the Adsoluto Network itself and the method of generating installs, including but not limited to any processes, software, developments, inventions, algorithms, formulas, technology, designs, drawings and engineering related to the Adsoluto Network shall be deemed Confidential Information. The Advertiser shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody Adsoluto’s Confidential Information and which are provided to it hereunder. If the Advertiser should gain knowledge of the technical operation of the Adsoluto Network they agree not to use said knowledge or share it with any third party.
The Receiving Party will not: (i) use the Confidential Information for any purpose whatsoever (for its own benefit or the benefit of a third party) other than for the implementation of this Agreement; (ii) disclose the Confidential Information to any third party and the Receiving Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information, including but not limited to having each of their employees and clients, if any, with access to any Confidential Information to sign a nondisclosure agreement; or (iii) abandon due standard of care and therewith enable any person, firm, corporation or other entity to get access to any Confidential Information that they obtain, access, or create during the term of the Agreement, whether or not during working hours. Nothing in this Agreement will prevent the Receiving Party from making any disclosure of the Confidential Information required by law or by any competent authority, provided that a prior written notice to the other Party shall be obligatory.
Either Party may terminate the Agreement/campaign with forty-eight (48) hours prior notice. In case of open budget campaigns, the campaign will start when approved and will run until terminated via communication through the company email address or dashboard in accordance with the terms set forth therein. Email approval/dashboard confirmation shall constitute a valid obligation in accordance with the Agreement.
Either Party has the right to terminate the Agreement immediately in case of a material breach that is not remedied within a reasonable time frame from the written notice to the breaching Party. A material breach shall be considered any breach that results in the Advertising Services not working properly, including but not limited to any fraudulent actions by the Advertiser, a breach of the Advertiser’s reporting obligation, or any other breach of the Agreement and/or applicable legislation.
Either Party has the right to terminate the Agreement immediately in the case of the other Party becoming insolvent, making an assignment for the benefit of the creditors, or starting a bankruptcy or any other insolvency procedure. Upon termination of the Agreement, the Advertiser will keep the Adsoluto Network operational as if the Agreement was valid for at least one (1) month after its end, so that the users accrued before the Agreement termination will be able to use the benefits of the advertising campaign. Section 11 of this Agreement shall survive the termination of this Agreement and be valid during the term of this Agreement and for an additional five (5) years thereafter.
Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, except that each Party may assign the agreement in connection with a transfer of all or substantially all of its business or assets, whether by sale, merger, internal restructuring or otherwise and to an affiliate, at any time. Any attempted assignment, delegation, or other transfer by a Party in violation of this section shall be void and shall constitute a material breach of this Agreement.
This Agreement shall be governed by, and construed and enforced in accordance with the laws of the UK if the Advertiser is registered in the EU, excluding its conflict of laws rules. If the Advertiser is registered anywhere else in the world, the Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California, USA, excluding its conflict of laws rules.
The Agreement represents the entire agreement between the Parties and supersedes any prior agreements with respect to the subject matter set forth herein. If any provision of the Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of the Agreement shall remain in full force and effect to the greatest extent permitted by law, so long as the economic or legal substance of the transactions contemplated thereby is not affected in any manner materially adverse to any Party. The amendment/addendum shall be valid only in a written form signed by authorized representatives of both Parties or if accepted through a company email exchange or via the online dashboard as stated in this Agreement. When using email, campaign details shall be communicated to the contact person, whereas changes to the terms and termination shall be communicated to the authorized representative and contact person. The Advertiser is responsible for providing the correct contact information of both persons. If the Advertiser fails to do so and Adsoluto sends any notice to the incorrect email address that the Advertiser has provided, the Advertiser is solely responsible for the lack of such notice and/or misrepresentation. Adsoluto may modify this Agreement by posting changes to the Network Terms link and informing the Advertiser of such changes via company email. Your continued participation in the Adsoluto Network fifteen (15) days after the changes are publicly posted and communicated to you via email shall constitute your acceptance of the modified Agreement.