Terms and Conditions
This Is A Legal Agreement Between You ("Publisher" Or "Advertiser") And PLICIDUS LTD, a Cyprus company having its registered address at Melpomenis, 25, Flat/Office 104, Aglantzia 2102, Nicosia, Cyprus ("ADXAD Network" Or "ADXAD") Stating The Terms And Conditions That Govern Your Participation In The ADXAD Network. Please Read This ADXAD Agreement ("Agreement") Before Pressing The "Signup" Button. By Pressing "Signup" You Are Agreeing To Be Bound By The Terms And Conditions Of This Agreement. If You Do Not Agree To The Terms And Conditions Of This Agreement You Will Be restricted To Participate On The ADXAD Network.
For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:
"Advertiser(s)" means one or more customers of ADXAD which create the Advertising Material, and authorize ADXAD as its intermediary to include it on the Publisher’s Website(s).
"Advertising Material" means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups and pop-unders created by an Advertiser.
"Publisher(s)" means one or more customers of ADXAD responsible for the distribution of online Advertising Material on its Website(s).
"Publishers Website(s)" means the space, including without limitation, homepage, website or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.
"ADxAD Network" means the advertising network owned and operated by https://adxad.com.
"Clicks" means the number of times, as recorded by ADXAD as Ad Serving Platform a user visiting Publisher's Website(s), as identified by IP address, clicks on Advertising Material.
"Impressions" means the number of times Advertising Material is served to a user visiting the Publisher's Website(s).
"Cost Per Mille (CPM)" means the amount an Advertiser pays for one thousand advertisement Impressions, regardless of the consumer's subsequent actions.
"eCPM" means effective cost per mil. eCPM is used on the ADXAD Network to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
"AD Supply-Side Platform" describes the technology and service that places advertisements on Websites, which includes an advertising software which has been licensed to ADXAD and which ADXAD hereby sublicenses to Publishers and Advertisers participating in the ADXAD Network subject to this Agreement.
"Click Through Rate (CTR)" means the percentage of clicks on a link. This is usually a percentage based on the total number of clicks divided by the number of IMPRESSIONS that an advertisement has received.
"eCPA" means effective Cost Per Action. It's a business goal set up by the ADVERTISER (which can be a sale or a lead) to determine how much he spent to reach that specific goal.
"Publisher Earnings" means the total revenue generated by the Publisher using the Advertising Materials less ADXAD margin. Publisher earnings are based on the eCPM generated by the Publisher's ad spot. ADXAD margin remains at the sole and absolute discretion of ADXAD.
"Cost Per Click (CPC)" means cost or cost-equivalent paid per click-through to an Advertiser's website.
"Administration Panel" means the interface provided by ADXAD to clients (Publishers, Advertisers and Third Parties) in order to buy and sell traffic on the ADXAD Network.
"Insertion Order" is a written authorization to display advertisement at Publishers Website(s).
ADXAD is a service provider and has no effective knowledge about the content at the Publishers Website(s) and/or the Advertising Material created by the Advertiser(s), which is published at the Publishers Website(s). Publisher and Advertiser are the only responsible parties for such content and will always hold ADXAD harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal from ADXAD at [email protected], so we can remove and prevent access to it.
By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Advertising Material and Publisher(s) incorporates or embeds the Advertising Material into the Publishers Website(s) through ADXAD Network using the ADXAD Supply-Side Platform. On top of that, ADXAD provides guidance to help Advertiser(s) and Publisher(s).
2. PUBLISHER ELIGIBLE WEBSITE(S)
ADXAD reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Publisher's obligation to make sure it complies, at all times, with ADXAD's eligibility rules. The following are examples of Publishers Website(s) that are not eligible for participation on the ADXAD Network:
- Websites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy.
- Websites with reference to illicit practices or shock human dignity:
-- Content with pornographic character staging minors(miners);
-- Content making the apology of voluntary crimes to life, persons the integrity and sexual aggressions;
-- Content making the apology of war crimes, crimes against humanity;
-- Content provoking discrimination, hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion).
Any description will be automatically recorded and indicated to proper authorities.
- Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. sms, chat, social networks, etc.).
- Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
- Websites with illegal, false or deceptive investment advice.
- Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
- Websites that are under construction or incomplete.
- Websites with extremely limited audiences or viewership (less than 50 unique visitors per day).
- Websites that contain any content violating England laws in general, or the laws of any other country if applicable. In particular, those which violate England intellectual property, personal data or privacy laws. Publishers Website(s) shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person's or entity's rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.
ADXAD does not control or monitor Publishers Website(s). However, a Website may be brought to its attention or may be checked for any reason. If ADXAD determines that Publisher's Website(s) includes any forbidden content, ADXAD may close Publisher's account without prior notification. In such a case, as a penalty for the breach of this Agreement, Publisher shall not be entitled to the payment of any amounts remaining in its Administration Panel, without prejudice to any other or further liability incurred by the Publisher.
Publishers who are operating a network with other partners (sub-publishers) are responsible and guarantee herein themselves to communicate this Agreement to connected partners ( sub-publishers) and to monitor and enforce their compliance. Publishers will be held liable for the conduct of their Sub-Publishers.
Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement is prohibited.
In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the ADXAD Network using one or several of the following methods:
Fraudulently pretending or faking business transactions, for example by entering third party data without authorization or by providing false or non-existing data when ordering goods or registering online;
Using Advertising Material that enables tracking though it is not displayed at all, not visible or not in the manner and/or size stipulated by the Advertiser;
Any form of misuse will lead to the blocking of the Publishers' accounts immediately. In this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot confute the breach of this Agreement, ADXAD will issue a notice of termination with immediate effect. In the event of termination, the Agreement will be terminated automatically and liquidated pursuant to the stipulations of Clause 12 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.
Fraudulent Impressions. ADXAD's ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Counts of Impressions or clicks will be decided solely on the basis of reports generated by ADXAD Advertising Network. Any method to artificially and/or fraudulently inflate the volume of Impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running 'spiders' against the Publisher's own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by ADXAD, acting reasonably, or based on industry practices) click-through and/or Impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher should not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher's clicks-throughs of any link other than ADXAD's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, ADXAD may terminate this Agreement without prior notification. Such termination is at the sole discretion of ADXAD and is not in lieu of any other remedy available at law or equity.
Publisher(s) will indemnify and hold ADXAD harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
5. PUBLISHER PAYMENT
Payments. Publisher payments can be made weekly or monthly via Wire Transfer, Paypal, Paxum. To receive a payment, Publishers must reach the minimum payout limits: PayPal from 20 USD, Wire Transfer from 500 USD, Paxum from 50 USD. ADXAD shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher's Website(s) approved by ADXAD.
The Publisher expressly instructs ADXAD to generate and issue the Publisher's invoices on behalf of the Publisher. In that regard, prior to making any payment to a Publisher, ADXAD will generate the invoice manually on behalf of such Publisher. Furthermore, the Publisher expressly acknowledges that the ADXAD's manager will generate the said invoices based on the data provided by the Publisher and therefore warrants that such data is accurate, fully and legally compliant, especially for invoicing and taxation purposes. The Publisher expressly accepts 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, the Publisher will hold ADXAD totally harmless from any of the said errors, direct or indirect loss or damages. 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 the Publisher, ADXAD is expressly authorized to retain any payments due to the Publisher until such incident has been resolved and also obtain direct compensation from those amounts retained in case ADXAD suffers any loss or damage.
Hereby the Publisher expressly orders ADxAD to generate and issue the Publisher’s invoices on behalf of the Publisher. Prior to making any payment to a Publisher, ADxAD will generate automatically through the Program the invoice on behalf of such Publisher. Furthermore, the Publisher expressly agree that the Program will generate the said invoices based on the stats provided by the ADxAD reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
Any Publisher 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 VAT-exempt invoices to ADxAD. The Publisher expressly accepts 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, the Publisher will hold ADxAD harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.
Parties hereby agree to notify each other if they:
- change their VAT registration number;
- cease to be VAT registered;
- sell their business, or part of their business;
- to notify each other about any changes in their payment details;
ADXAD is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.
6. ADVERTISING MATERIAL
6.2. Recording of Service Counts
ADXAD has the sole responsibility for calculation of statistics, including Impressions, click-through rate, revenues, eCPM. EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online in the ADXAD Administration Panel. Publisher understands that ADXAD's online statistics may not be 100% accurate and that ADXAD may make adjustments to Publisher's online statistics. In the event that coding on Publisher's Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, ADXAD reserves the right to withhold payment on all Impressions and Clicks delivered by Publisher. Payment may be sent only after ADXAD Manager approval.
6.3. Volume of impressions
ADXAD cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
6.4. Ad Serving Platform
Statistics of Impressions and revenues will be provided by ADXAD. Ad Serving Platform shall govern this Agreement.
The Website is available only to individuals who are at least 18 years old.
7. ADVERTISING BUDGET
Advertiser must prepay its advertising budget through credit card, wire transfer, PayPal, Paxum. Advertiser shall pay all charges in U.S. Dollars, according to the currency set up in its ADXAD Administration Panel.
By using the PayPal Auto-Recharge payment option Advertiser can pay its advertising budget using PayPal and have its account with ADXAD automatically recharged. In this case, Advertiser allows PayPal and ADXAD to debit/recharge the amount chosen by the Advertiser every time its account falls below 10% of the auto recharge amount that Advertiser has set from its PayPal account or from credit card(s), bank account(s), or other allowed payment method(s) linked to its PayPal account (PayPal funding sources). The account may be recharged a maximum of 3 times per day.
It is Advertiser's responsibility to keep its PayPal account and PayPal funding sources current and funded, and its PayPal account backed by a valid credit card.
Advertiser acknowledges and agrees that (i) PayPal reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of Advertiser's PayPal account or PayPal funding source no longer existing or not holding available/sufficient funds) and (ii) in such event, neither PayPal nor ADXAD shall be liable to Advertiser or any third party regarding the same. If for any reason PayPal and ADXAD are unable to withdraw the full amount owed, Advertiser agrees that PayPal and ADXAD may pursue all available lawful remedies in order to obtain payment. Advertiser agrees that if the transaction is returned unpaid, it will pay a service charge of 25 EUR/USD or the maximum amount allowed by law, which may be debited from its PayPal account or PayPal funding source.
Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to ADXAD may be shared with companies who work on ADXAD's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to ADXAD and servicing Advertiser's account.
ADXAD reserves the right to withhold deposit or charge Advertiser's account due to any breach of this Agreement by Advertiser.
The Platform reserves the right, without any notice to the Advertiser and any discount to their payment plan, to conduct Advertising Materials testing operations where a certain number of clicks or Impressions is used to test and verify the accuracy of overall integrity of the Platform, and such operations will not be separately shown in the data and statistics.
7.5 Refunding policy.
Refund could be applied only upon written request containing reasons for your refund to [email protected] in case if the service/campaign cannot be launched due to reasons included but not limited to noncompliance of the materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by ADxAD .
- Refund will be made in the amount of unused funds. Amount must be calculated based off ADxAD system. Bank commissions for the execution of the refund shall be carried by the Advertiser.
- Refund shall be applied only to the actual payments made by the Advertiser to ADxAD.
- A refund request will be considered legitimate ONLY if it has been sent from the email used for Account registration.
- User has six (6) months from the last payment date to ask for a refund of the balance remaining on the Account if you have remained in compliance with this Agreement. A refund will only be issued for a balance of more than $1000 US Dollars and a fee of 10% will be deducted from such refund.
- The refund may be credited back to the same payment method and same account that was used to make the payment.
- The refund request will be processed within 5 business days from the date the request was received.
- Payments made in USDT (both TRC20 and ERC 20) may only be refunded to the same wallet from where your account was topped up. In case of a refund request to any other wallet or if your account received top ups from multiple wallets then any refund is conditional and subject to successful KYC procedure on this wallet and its owner.
- Refund is not acceptable in case the User breaches terms and conditions of present Agreement or other terms agreed by the parties.
- Once the Advertiser started receiving the services it explicitly agrees that it loses the right of withdrawal and cooling-off period refund and may only be refunded, subject to other provisions, in the amount of unused balance.
- The Advertiser must not use the chargeback instead of this refund procedure, and any attempts to use it will be contested and the Advertiser will be charged for the actual and also estimated costs and losses of ADXAD for the improper use of the refund policy. Where in the sole opinion of ADXAD the chargeback procedure is used in bad faith ADXAD shall have the right to report the case and disclose all available information to any relevant law enforcement agency, financial institution and any card payment associations, risk alert organisations, and any other company involved in prevention of unfair and fraudulent use of chargebacks.
ADXAD is hereby authorized to use the trade names or trademarks of Publishers and Advertisers for the purposes of this Agreement without any further written approval from the party owning such name or trademark.
9. REPRESENTATIONS AND WARRANTIES
Publisher(s) represents and warrants to ADXAD that:
- All content, products, and services on the Publishers Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe any and all copyrights, trademarks, patents or other proprietary rights;
- The Publishers Website(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement;
- The Publishers Website(s) are free of any "worm", "virus", "malware" or other device that could impair or injure any person or entity;
- It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply and it will conduct its business in compliance with all applicable laws, rules and regulations;
- It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein and the execution of this Agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher(s) is a party or subject to;
- The Publisher(s) must respect the prohibition of unsolicited advertisement ("Spam") when sending Advertising Material via email or via any other equivalent electronic communications means. Therefore, the consent of each and every recipient is to be obtained prior to sending e-mails or electronic communications; should ADXAD so request, Publisher(s) must provide written evidence of such consent has been granted.
Advertiser(s) represents,warrants and undertakes to ADXAD that any of its Advertising Materials at all time comply with the following rules:
Other’s Brands, Designs and Names
- It is prohibited to use, including on landing pages, any logos, brand logos, marketplace logo(s), designs of well-known brands, icons of mobile or desktop applications belonging to others without a proper authorization from their owners;
- It is prohibited to copy or imitate interfaces of well-known brands, companies, and their web-sites to create an impression of a reasonable user that your landing page relates or is associated with these and therefore increase the credibility of your landing page, however, similarity of style, layout, color scheme, functionality which is not misleading and does not contain any logos and brands is allowed;
- It is prohibited to use any of celebrities, publicly exposed person’s names, including for 'fake news' promotion, negative representation, or promotion of a product or a diet;
- It is prohibited any promotion of brands and businesses which have been classified as misleading, suspicious or fraudulent by any authority;
- It is also prohibited any unauthorized use of third-party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark.
Public Decency and Behavior
- It is prohibited to use any of pornography, adult or mature content, paraphilia, scatological activities, materials that contain children or minors in sexual situations, including abuse and exploitation;
- It is prohibited to use any image or human secretions, including feces, urine, spit, snot, menstruation, or vomit;
- It is prohibited to instigate any hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.), call for violence, profanity, use any of obscene or vulgar language or abusive content or content which endorses or threatens physical harm.
Politics and activism
- It is prohibited any political advertising, including promotion of any political parties or persons, calls for change of government or political set up, including in a violent way, mentioning any political leaders, or be engaged in any other for of political agitation or activism;
- It is prohibited to collect funds, donations, humanitarian aid to support any government or non-government or international organization or country or a constituent of the country, to post any information about military actions, to use any state symbolic, including coat of arms and flag, to express any solidarity or support to any group of people, pressure groups, organizations, or states;
- It is prohibited to promote any materials related to terrorism and weapons, violent and brutal videos and images, references to prohibited organizations.
- Unless otherwise is explicitly permitted any scary and superscary offers are prohibited without a prior moderation and permission from the policy team;
- It is allowed to use any following scary information in Advertising Materials and landing pages: about possible viruses, potential threats, file damage etc., containing text like “A virus can/may damage”, “You may have viruses/problems/..”, "Scan completed", "Click here to fix", however, indication of any number of viruses indicated is considered to be as superscary statement and must be pre-moderated.
Fraud, Scam and Vulnerability
- It is prohibited to use any phishing messages with the statements about winning / receiving any gifts, about crediting or transferring funds, promising to pick up the person a winner on a provision to contribute money;
- It is prohibited to promote any fraud, unofficial, untrue, false, misleading, invented, re-produced information (i.e. facts, news, offers, solutions, guidelines), including false and defamatory information about decease (including COVID) and treatment, false information about natural disasters, acts of God and alike;
- It is prohibited to imitate emails on behalf of banks or other financial institution;
- It is prohibited to imitate system messages of operating systems on landing pages and Advertising Materials, to imitate icons and interfaces of well-known and popular browsers;
- It is prohibited to use any landing pages that exploit vulnerabilities in a browser (for example, to install a file), any Advertising Materials that malicious software or “malware” which targets computers and mobile devices, any automatic (without a click), any technical support offers, any landing pages collecting subscriptions by misleading users into subscribing to offers by reloading or blocking the offer page, any offers with automatic dialing of phone numbers, as well as with a request to send sms messages, and Advertising Materials for medicinal drugs, any messages imitating the post office notices about provision of documents, payments, deliveries, including delivery numbers (e.g. 'Order ES98685149AU delivered. You have 1 Package Pending'; 'Your phone has been paid. Claim it now', '(1) Message from Serbian Post';
- It is prohibited any promotion of fake documents, copied material, or paper mills;
- It is prohibited to use any other Advertising Materials that offers illegal products or services;
- However, empty messages are allowed if there are no brand logos on the icons or landing pages, push notifications bearing harmless statements are allowed (e. g. ‘Useful tips for men on how to return the male power’) only if the advertising products are dietary supplement and the notification is clear on that, any advertising of medicinal drugs is prohibited.
Advertiser will indemnify and hold ADXAD harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Advertiser's infringements of this Agreement. Advertiser shall have the right to withdraw and forfeit Advertiser’s balance or entitlement in case of Advertiser’s breach of this Agreement.
10. TERMINATION, CANCELLATION
ADXAD may at any time, in its sole discretion, immediately terminate this Agreement or cancel any Ad(s) with or without cause. ADXAD will make commercially reasonable efforts to notify Advertiser(s), Publisher(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time.
Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.
If either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.
You agree not to disclose ADXAD Confidential Information without ADXAD's prior written consent. "ADxAD Network Confidential Information" includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the ADXAD Network; (ii) click-through rates or other statistics provided to You by ADXAD; and (iii) any other information designated in writing by ADXAD as "confidential" or any designation to the same effect. ADXAD Network Confidential Information does not include information that has become publicly known through no breach by You or ADXAD, or information that has been (i) independently developed without access to ADXAD Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
Publisher and Advertisers acknowledges that ADXAD might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher's identity under certain circumstances and specially where Publisher's Website(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. ADXAD will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which ADXAD reasonably deems as being competent to issue such a request.
12. DATA PROTECTION
Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).
13. INDEMNIFICATION. LIMITATION OF LIABILITY
You agree to indemnify, defend and hold ADXAD and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the ADXAD Network, (ii) operation of the Publisher's Website(s) submitted to ADXAD for participation on the ADXAD Network or (iii) otherwise arising from a relationship with ADXAD. You also agree to indemnify ADXAD for any legal fees incurred by ADXAD, acting reasonably, in investigating or enforcing its rights under this Agreement.
13.2 Limitation of Liability
Under no circumstances will ADXAD be liable to Publishers and Advertisers with respect to any subject matter of these terms and conditions under contract, tort (including negligence), strict liability or other legal or equitable theory, whether or not ADXAD has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of these terms, including, but not limited to, loss of revenue or anticipated profits or lost business. These limitations shall apply notwithstanding any failure of essential purpose. In no event shall ADXAD's aggregate liability arising out of these terms and conditions exceed the last month's payments to the publisher.
ADXAD reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. ADXAD will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks prior to the Effective Date. Publishers who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. ADXAD will specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
If the Publisher(s) objects to the new (modified) Terms, ADXAD s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the ADXAD Network remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.
During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Publisher listed on the ADXAD Network, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser. Advertiser understands and agrees that this prohibition is a key consideration and inducement for ADXAD to enter into this Agreement with Advertiser, and to provide the services hereunder.
16. DISPUTE RESOLUTION
This Agreement shall be governed by and interpreted in accordance with the laws of England.
For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Courts of England.
17. GENERAL PROVISIONS
17.1 Force Majeure
Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), such party's performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of England or English courts, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
Sections 12, 13, 14, 17 and 18 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
ADXAD is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party provided that the assignee shall assume all rights and obligations under this Agreement.
Publisher/Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Publisher/Advertiser may, without the consent of ADXAD, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient's business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing.
Either party may change its address by providing the other party with written notice of the change in accordance with this section.
This Agreement shall be governed by and interpreted in accordance with the laws of England.
17.6 Relationship of Parties
The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
17.8 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Publisher(s) and Advertiser(s) to ADxAD, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement.
The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.
17.11 No Third Party Beneficiaries
This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Last updated 15.11.2023