Terms & Conditions - Advertiser


Terms & Conditions

PARTICIPATION IN THE Adqore ONLINE SERVICES INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS (THE “AGREEMENT”).

IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, INCLUDING BUT NOT LIMITED TO, Adqore’s PRIVACY POLICY, YOU MAY NOT ACCESS OR OTHERWISE PARTICIPATE IN THE Adqore ONLINE SERVICES. “You” or “Your” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency, network or other third party that has access to Your account and/or Your Online Services Data (as defined below), which will also be bound by the terms and conditions of this Agreement.

The Adqore Online Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you are a company, that you are appropriately licensed and is legally permitted to conduct business.

This Agreement and any relevant addendum (collectively “Agreement”) constitutes the entire and only agreement between You and Adqore. (“Adqore”), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the content, products or services provided by Adqore (the “Online Services”), and the subject matter of this Agreement.

1. Description of Online Services

If you are a user during the Online Services Term (as defined below), Adqore will serve to You advertisements provided by third party advertisers (“Online Services Ad(s)”), for display on the website/app(s) which use the Online Services (“Online Services Web(s)/App(s)”), based upon the criteria selected by You and/or Your advertisers via the protocol and/or user interface provided by Adqore for accessing the Online Services. This protocol and/or user interface may be updated by Adqore from time to time without notice to you (“Online Services Interface”). If you are an advertiser during the Online Services Term, you will provide Online Services Ads for display on the Online Services Web(s)/App(s).

2. Implementation of Online Services

You will implement the Online Services in a manner that complies with the technical and implementation requirements provided on the Site or in writing by Adqore to You from time to time, including those instructions contained in the documentation regarding the Online Services Interface. Without limiting the foregoing, you acknowledge and agree to the following:

a) Online Services Obligations

In order for the Online Services to work correctly, You must provide the following information with every ad request: (i) language (ii) age (iii) display type and (iv) country/location. In addition, for any video ad request You must provide a video and a thumbnail of the size and format recommended by Adqore, You will be solely responsible for all, without limitation, Online Services Ad content, Online Services Ad information, Online Services Ad URLs, editorial, text, graphic, audio visual, and other content and any other information You enter into the Online Services, whether generated by or for You (“Online Services Data”). You will protect any Online Services accounts, usernames or passwords and take full responsibility for Your own, use of any Online Services accounts, usernames or passwords. You will obtain Adqore’s prior written consent (to include email) for any third party use of the Online Services except for (i) a third party’s use solely to provide analytics information for Your Apps and (ii) a bona fide advertising agencies use. You will not permit access to the third party unless and until it agrees to comply with Adqore’s terms and conditions.

b) Policies

Adqore will have no obligation to process a request for Online Services Ads that are not sent in compliance with the requirements of this Agreement. While Adqore does not intend, and does not undertake, to monitor the Online Services Ads and/or Online Services Data, if Adqore is notified by You or otherwise becomes aware and determines in its sole discretion that the Online Services Ads and/or Online Services Data or any portion of the Online Services Ads and/or Online Services Data or Your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features: (i) violates the intellectual property rights or any other rights of any third party; (ii) violates any applicable law or is subject to an injunction; (iii) is pornographic, obscene or otherwise violates this Agreement; (iv) is being distributed by You improperly; or (v) may create liability for Adqore, Adqore may reject, remove, withdraw from, not display or cease displaying that Online Services Ad and/or Online Services Data from the Online Services entirely with no liability to Adqore. You will have and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection and use of information from end users of Online Services. You must post a privacy policy in each Online Services and such policy must provide notice of Your use of a cookie or other mechanism for a third party to collect end user traffic data.

c) Prohibited Actions

(a) Directly or indirectly access, launch and/or activate the Online Services through or from, or otherwise incorporate the Online Services in, any software application, website or other means other than the Online Services, and then only to the extent expressly permitted herein; (b) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co- branding, time sharing, service bureau or other unauthorized purposes the Online Services or access thereto (including, but not limited to ads, including without limitation Online Services Ads, or any part, copy or derivative thereof); (c) directly or indirectly generate queries, or impressions of or clicks on ads, including without limitation Online Services Ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro Online Services, and Internet agents); (d) encourage or require end users or any other persons, either with or without their knowledge, to click on ads, including without limitation Online Services Ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (e) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Online Services Adqore the current protocol for assessing and implementing the Online Services (the “Adqore Protocol”), or any other Adqore technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (f) remove, deface, obscure, or alter Adqore copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Online Services, the Adqore Protocol, or any Adqore technology, software, materials and documentation; (g) create or attempt to create a substitute or similar service or product through use of or access to any of the Online Services or proprietary information related thereto; or (h) utilize any feature or functionality of the Online Services, or include anything in Online Services Data or Online Services Ads, that could be so utilized, to personally identify and/or personally track individual end users or any other persons.

d) Restrictions

(i) Promote or depict illegal activity or violence, (ii) advocate against a particular group , (iii) infringe a third party’s rights, (iv) introduce viruses, spyware, and malware, (v) contain sexually explicit content, (vi) depict illicit drugs and drug paraphernalia, (vii) promote online casinos and gambling, (viii) promote weapons or ammunition, (ix) promote hard alcohol, (x) could harm minors in any way, or (xi) contain any content that is illegal, promotes illegal activity, misleading, inaccurate, or infringes on the legal rights of others.

e) No Endorsement

(“Disclaimed Content”) that is displayed or distributed through Online Services. Adqore hereby disclaims any liability or responsibility for any Disclaimed Content. Adqore reserves the right, but will have no responsibility, to edit, modify, refuse to post or remove any Disclaimed Content, in whole or in part, that in Adqore, in its sole and absolute discretion, deems is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement.

Online Services Term

This Agreement will be deemed terminated within ten (10) business days of Adqore receipt of Your notice. If You violate this Agreement, Adqore may in its sole discretion, without notice, terminate this Agreement, or suspend or terminate the participation of Your Online Services in all or part of the Online Services. In addition, Adqore may terminate this Agreement, or suspend or terminate the participation of Your Online Services in all or part of the Online Services, with or without cause, upon thirty (30) days’ prior notice.

Online Services Advertiser Obligations

Advertisers, providing all technical support services to Online Services Advertisers, and handling all other inquiries and disputes of any type or nature.

Online Services Fee

If you are an advertiser, You will prepay all applicable fees, as described on the Site. Impressions and clicks are tracked instantly.

Fees for video ads will be on a Cost Per Completed View (“CPCV”) basis. If you are an advertiser, you must make a minimum bid as listed on the Adqore dashboard. Fees for Adqore Retargeting tool will be on a CPC basis.

License to Online Services Interface

Adqore grants to You a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the Online Services Term to use the Online Services Interface solely for the purpose of transmitting Online Services Requests and other required information and receiving Online Services Results Sets solely to the extent permitted hereunder, including, without limitation, any implied license) in or to any Adqore intellectual property rights; and all rights not expressly granted herein are reserved to Adqore.

Data Use

Adqore may retain and use data and other information, subject to the terms of its Privacy Policy.

Confidentiality; Publicity

a) all software, technology, programming, specifications, materials, guidelines and documentation relating to the Online Services, including the existence and content of this Agreement and any information provided pursuant to the Agreement;

b) any statistics relating to the performance of the Online Services;

c) Information designated in writing by either party as “Confidential” or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary. (i) Independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s name and logo in any news release, public announcement, advertisement, or other form of publicity without the prior written consent of the other party (which includes email), except that either party may use the other party’s name and logo on such party’s website and in publicity that announces the parties are working together. In addition, Adqore may use any content used with the Online Services in any form of publicity.

Disclaimer

Adqore does not represent or warrant that the Online Services is reliable, accurate, complete, or otherwise free from defects. Accordingly, the Online Services is made available for use “as is”, and any use thereof will be undertaken solely at your own risk.

Limitation of Liability

NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE ONLINE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY.

Representations and Warranties

You have and will maintain throughout the Online Services Term all end user consents and all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to Online Services Ads or Online Services Data to permit Adqore to perform the Services contemplated under this Agreement (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Online Services or Online Services Data):

You will not advertise anything illegal or engage in any illegal or fraudulent business practice.

All of the information provided by You to Adqore to enroll in the Online Services is correct and current.

You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder.

You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Your performance of any acts hereunder. Adqore represents and warrants that:

It has the power and authority to grant the rights and perform the obligations to which it commits herein;

its Online Services Interface will not knowingly violate the intellectual property rights of any third party.

Payment and Refund Policy

All Advertisements are accepted on the basis that they will be paid for at the prevailing rates set out on the campaign on the date of publication. Impressions and clicks are tracked instantly. Adqore may change its rates at any time. Any changes to the rates will take effect immediately. However, any changes to the applicable rates will not apply to any campaign made prior to the date of such change. Fees for video ads will be on a Cost Per Completed View (“CPCV”) basis. If Advertiser is an advertiser, Advertiser must make a minimum bid as listed on the Adqore dashboard. Fees for Adqore Retargeting tool will be on a CPC basis. If an advertiser finds any error in transactions, spend or the amount they have transferred to Adqore then the Advertisers should contact Adqore’s support if there are any errors found in the system the amount will be refunded to Advertiser’s account which he can further use for campaigns.

Indemnification

You agree to defend, hold harmless and indemnify Adqore and its affiliated companies, and each of their officers, directors, employees, agents, licensees (collectively, the “Adqore Indemnitees”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or from (a) your use or inability to use the Online Services; (b) your violation of any terms of this Agreement or (c) your violation of any applicable laws, rules or regulations.

Return & Refunds

Payment once deposited to AdQore’s Account/Website will not be refunded and the Advertisers will have to consume the amount by running advertising campaigns. If and advertiser finds any error in transactions, spend or the amount they have transferred to AdQore than the advertisers should contact AdQore’s support if there are any errors found in the system the amount will be refunded to Advertiser’s account which he can further use for campaigns.

Miscellaneous

Any claims, legal proceeding or litigation arising in connection with the Agreement will be brought solely in Sharjah, United Arab Emirates, and you consent to the jurisdiction of such courts.

Language

This Agreement shall be executed in the English language.