Terms and Conditions

By using our services, you agree to our Terms and Conditions, so please read them carefully.

 

Advertiser Agreement

1. Definitions

2. The Service

3. Costs incurred, Contents and Positioning

4. Fees, Payment and Advertiser Account

5. Adsurge’s Limited Warranty

6. Advertiser’s Representations and Warranties

7. Fraudulent Activity

8. Indemnification

9. Rejection of Campaign Content

10. Non-Solicitation

11. Confidentiality

12. Cancellation

13. Assignment

14. Intellectual property

15. Entire Agreement and Variation

16. Assignment and Jurisdiction

17. Limitation of Liability; Disclaimer of Warranty

18. Refund policy

 

Adsurge (d/b/a Adsurge),  any of its subsidiaries or affiliates (the, “Adsurge”, “We”, etc.) are an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through our platform globally, and

You (the, “Advertiser”, “You”, “Yours”, etc.) is a business that is seeking an agency to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services, and

WHEREAS,

Adsurge has offered its services to the Advertiser through www.adsurge.com web site (the, “Site”), and You has chosen to hire Adsurge to perform these services,

NOW,

therefore, Adsurge and Advertiser agree as follows:

1. Definitions

1.1. “Ad(s) or Advertisement(s)” – means graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar generated by Advertiser’s web-servers in response to a query from Adsurge.

1.2. “Advertiser” – means the company that has decided to enter into this Agreement and that has decided to assign Adsurge to provide online advertising services in accordance with the provisions of this Agreement.

1.3. “Advertiser Account” / “Account” means the Advertiser’s account at Adsurge web-site www.adsurge.com for deposit of money and managing of campaigns.

1.4. “Content” means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement.

1.5. “Effective Date” means the date of adoption by Advertiser terms of this Agreement or in the absence of its signature, the date

when the Advertiser set up an Advertiser Account with Adsurge.

1.6. “Adsurge Network” means Adsurge’s digital advertising network available on the Site, including advertisers and publishers.

1.7. “Adsurge Network Property” means any website, application, content, property or any other media owned, operated, or provided by a company within the Adsurge Network upon which Adsurge places Ads.

1.8. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.

1.9. Campaign – certain actions set up by an Advertiser to increase traffic to the Advertiser or its affiliate web-site, sales and/or attracting new customers.

2. The Service

2.1. Adsurge shall provide an ability to provide advertising services, including but not limited to provide You an opportunity to participate in programmatic instantaneous auction for ads slots at the web sites of Adsurge Network (hereinafter, Services). Adsurge will monitor, track and report its Services in a manner and on a schedule as determined by Adsurge.

In order to become an Advertiser you must first accurately submit for Adsurge account application at our web-site and comply with present Agreement (in case of using Self-service) or register yourself as an Advertiser by contacting Adsurge directly (in case of using Management service) for acceptance, and not use any aliases or other means to mask your true identity or contact information.  You agree to provide to (a) provide accurate, current and complete information when submitting an Adsurge account application (b) maintain and properly update such information (c) maintain the security of this information and (d) be fully responsible for all use of your account, if successful.

After we review your application, we will notify of your acceptance or rejection as Adsurge’ Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. Adsurge reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your request if deemed appropriate. Adsurge may cancel your account at any time, at our sole discretion.

By filing your account application or registering as an Advertiser you confirm your understanding and unreserved acceptance of all terms and conditions, policies (including present Agreement) of Adsurge published at our web-site concerning the Services, and confirm  (i) You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract, and ( ii) the validity of the information which you provide to us. Advertiser also hereby waives any rights or requirements under any rule or the law in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

2.2. You may determine at your discretion the following methods of Service – Self-Service or Management service.

Self-Service assumes that all Services and ad campaigns shall be provided through Advertisers’ account at our web-site. Adsurge support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You.

You may not transfer your account to anyone without explicit written permission of Adsurge and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Adsurge cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Management service assumes that all Services and ad campaigns shall be provided by Adsurge managers.

2.3. Adsurge will implement, monitor, track and report an agreed campaign. Adsurge will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. Adsurge will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.

2.4. Adsurge does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any Adsurge Network Property.

3. Costs incurred, Contents and Positioning

3.1. Advertiser shall submit Contents for all Ad types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by Adsurge.

3.2. Unless otherwise agreed in writing, the positioning of Ads on a Adsurge Network Property is at Adsurge sole discretion.

3.3. If Advertiser asks Adsurge to carry out the posting or modification of a campaign or any element of the campaign (including without limitation through an authorization for Adsurge to optimize campaigns generally), Adsurge will carry out such posting and/or modification within 48 hours. Any such posting or modification carried out by Adsurge shall be deemed approved by Advertiser from the earlier of: (i) confirmation from Advertiser, and (ii) the end of the 12th hour following the posting or modification carried out by Adsurge. If Advertiser does not approve of the posting or modification, it must notify Adsurge via e-mail within 12 hours of the posting or modification.

3.4. Advertiser is solely responsible for all: (i) Contents generated by or for Advertiser and or Adsurge via Management Services; (ii) properties to which a Content directs users (including without limitation content on the domain or landing page reached by clicking on the Content URLs; and/or (iv) Advertiser Services.

4. Fees, Payment and Advertiser Account

4.1. All stats and reported numbers for the purposes of billing and general delivery reporting are based on Adsurge’s server reports unless otherwise mentioned in the relevant Insertion Order (the “IO”).

4.2. In the event that Advertiser believes that there is a discrepancy in Adsurge’s server reports, Advertiser must provide Adsurge with a reasoned report of such discrepancy within three (3) calendar days from receipt of Adsurge’s server reports. Otherwise,  Advertiser shall be taken to accept the report as so provided and Adsurge shall not be liable for such discrepancy. If the parties are unable to arrive at reconciliation, then Adsurge stats and reports shall govern.

4.3. Adsurge provides the ability to perform payments by using payment service providers. Advertiser shall have the right to select any payment service provider available. You agree that Adsurge is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments to Adsurge include the above-mentioned fees and commission, if applicable.

Advertiser is responsible for all applicable taxes associated with provided ad services, other than taxes based on Adsurge income.

4.4. In case of using Self-Service Advertiser shall make a deposit of funds to its Advertiser Account in advance. The minimum amount of initial deposit is $100 US Dollars. By using Self-Service you agree that setting limitations on Ads campaigns budget and spending shall be entirely your responsibility. If the funds in your Advertiser Account are exhausted, all running campaigns will be suspended immediately.

4.5. In case of using Management services Advertiser shall set up all limitations and budget (fixed or unlimited) with Adsurge managers to run Ads campaign. Advertiser maintains control of spending of advertising budget and undertakes to inform Adsurge in writing of any further actions to optimize such campaign. You shall pay for Services on the base of the invoices, issued by Adsurge, by one the following options: (i) prepayment, (ii) net, or (iii) net + 30 days.

4.6. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Adsurge may be shared by Adsurge with companies who work on Adsurge’ behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Adsurge and serving customers account.

4.7. Adsurge shall not be liable for any use or disclosure of such information by such third Party.

4.8. Advertiser shall be responsible for any pricing, Bid, Ad Unit Values, Bidding Terms, Account configuration or category classifications errors or other errors (“Buyer Errors”) resulting in a completed transaction (Ad Unit served), and shall be liable for any payments due in connection with the completed transaction. Advertiser acknowledges that:

·         all executed transactions are final;

·         notification of Buyer Errors must be reported by the Company within 24 hours;

4.9. Adsurge reserves the right to discontinue service, withhold payment at any time and terminate present Agreement without liability to Advertiser in case of material breach of this Agreement by the Advertiser or its associated services. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in Section 8 of this Agreement shall be deemed a material breach of this Agreement.

4.10. Adsurge shall have the right to adjust your account balance in the case of (i) need of payment of bonuses, (ii) to deduct transaction fees, (iii) due to technical reasons, (iv) due to fraudulent activity, (v) upon additional agreement by the Parties.

5. Adsurge’s Limited Warranty

5.1. Adsurge warrants that the Service will perform substantially and materially in accordance with this Agreement and under normal use and circumstances, and for the purpose intended.

5.2. Except for the express warranties set forth above and to the extent permitted by law Adsurge expressly disclaims all other warranties of any kind with respect to the Service, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the Services will be uninterrupted, completely secure and/or free of software errors.

5.3. Adsurge furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, campaigns or Contents on any web sites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.

6. Advertiser’s Representations and Warranties

6.1. Each party will make every effort to uphold the highest ethical and commercial standards. If Adsurge requests that advertisements should be removed from or not placed in any context that harms the goodwill or reputation of Adsurge, Advertiser will promptly comply with such request.

In case of violation of its obligations under present Agreement by Advertiser, Adsurge reserves the right to stop providing services and withhold Advertisers’ remuneration or fine. Nothing in this clause limits or excludes either Party’s liability for fraud.

6.2 Advertiser accepts and acknowledges the full responsibility in the event that the Contents in a campaign would be deemed invalid or illegal in any applicable jurisdiction.

Advertiser accepts and acknowledges the full responsibility in the event that the Contents in a Campaign would be deemed illegal in any jurisdiction.

6.3 In order to be eligible to become an Advertiser of software or other applications, Your software or applications must meet the following criteria:

·         not to generate or facilitate unsolicited bulk commercial email;

·         not to violate, or encourage the violation of, the legal rights of others;

·         not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;

·         not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);

·         it must not to alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly;

Advertiser will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. Advertiser will promptly notify Adsurge of any unauthorized use of, or access to, the software or application of which it becomes aware.

Advertising software shall be installed only with the consent of the user, and shall provide ability of its removal without special additional programs.

6.4 Advertiser represents and warrants that you have all necessary rights, permits and licenses to star ad campaigns and for display Advertisement and operate your web-sites and business activities in the selected jurisdictions. In case of breach of this obligation, Adsurge may terminate this Agreement at any time without prior notice and claim for compensation of incurred losses.

6.5. Advertiser undertakes to ensure that its servers support the traffic directed to ad campaign through our service. Anyway, Adsurge takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your web-site.

6.6. You hereby agree not to use Adsurge’ system interface, available to You in connection with the execution of this Agreement, in any ways not provided for by this Agreement, including not to distribute or transfer it to any third party.

6.7. Hereby You agree not to grant any third parties the opportunity to place Ads that violate the requirements of the legislation, as well as ethics and morality rules. You shall bear all the expenses and losses incurred from Your illegal use of copyrighted materials (including Ads, trademarks, etc).

6.8. You warrant not to use automated tools, including robots, scripts, or spiders, for generation of the inquiries or gather information from the interface of the Adsurge Network.

6.9. Hereby You warrant that You will not use the Adsurge Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property.

6.10. You grant not to modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in Adsurge Network.

7. Fraudulent Activity

You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or exceed your permitted access to Adsurge web-site. You are prohibited from any practice of disguising (cloaking) an Ad with different content or landing page. Adsurge shall have the right, in proven cloaking attempts, to ban Your Advertiser Account, to withhold funds and to take all necessary legal actions to restore the damage caused by this violation. In any case Adsurge shall make all determinations about fraudulent activity in its sole discretion.

8. Indemnification

Advertiser agrees to indemnify and hold Adsurge, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.

9. Rejection of Campaign Content

9.1. Adsurge has, in its sole discretion, the right, without any liability, to deny any advertising material that includes or based on any inappropriate or illegal content such as, including but not limited to, the following examples:

o    pornography, adult or mature content;

o    illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc);

o    hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);

o    violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;

o    illegal substance;

o    drugs or any related paraphernalia;

o    adware, malware, viruses, phishing offers;

o    creatives should not contain the words like “your sofware is outdated”, “your device is infected”, “viruses found” etc. No misleading ads, providing false info to the user;

o    false or deceptive investment advice, and others;

If Advertiser provides software for campaign, it shall be free from any spy- or malicious software. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.

Advertiser will defend, indemnify and hold Adsurge or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys’ fees) resulting from any claim, judgment or proceeding brought by a third party.

In case where advertisements are placed in such locations, Adsurge reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against Advertiser and/or set a financial penalty, based on the damages caused to Adsurge.

9.2. Advertiser further acknowledges and accepts that Adsurge may stop a Campaign in case Advertiser’s site includes inappropriate content as described under section 9.1 above.

9.3. In order to ensure compliance with this section 9, Advertiser must notify Adsurge in writing of any changes to the content on Advertiser’s site which could be deemed inappropriate content.

10. Non-Solicitation

Advertiser hereby agrees not to contact websites in the Adsurge Network in order to purchase advertisement space from them or engage in practice that would be deemed competitive to the efforts of Adsurge in its attempts to represent the website’s advertising spaces. Violation of this clause shall be deemed a material breach of this Contract.

11. Confidentiality

11.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”).

11.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.

11.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.

11.4. The foregoing obligations under this section 12 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.

11.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.

11.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.

12. Cancellation

12.1. Either party may cancel the ads campaign and terminate present Agreement with 48 hours’ written notice to the other party.

12.2. Adsurge shall be entitled, with immediate effect, to stop Advertiser’s Campaign or to prematurely terminate this Agreement in writing where: (a) Advertiser uses the Service in a manner that entails the perpetration of a crime; (b) Advertiser uses the Service in a manner that occasions losses or the risk of loss for Adsurge or any third Party; (c) it may be reasonably assumed that a continued Campaign violates governing law; (d) notwithstanding reminders, Advertiser fails to pay agreed fees to Adsurge within a stated time; (e) Advertiser otherwise fails to comply with this Agreement and such breach of contract is material; or (f) Advertiser is placed into insolvent liquidation or is otherwise insolvent.

In this case, Adsurge shall have the right to block your account immediately and to withhold the remaining fund at your account as a fine.

12.3. This Agreement will be blocked when the Advertiser Account has not been in use for more than three (3) months.

You will receive a notification informing you that your account is blocked because of “Inactive account status”. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.

If your account balance is 0 EUR/USD, the system will automatically block your account. If your account balance is 1 EUR/USD or more, the remaining fund will be fully deducted from your account.

12.4. You acknowledge and agree that in case of Your account been deleted at any reason it doesn’t mean that user data would be erased also.

13. Assignment

13.1. Adsurge shall be entitled, in whole or in part, to assign its rights and obligations under this Agreement to a company within the same de jure or de facto group of companies as Adsurge without Advertiser’s prior consent.

13.2. Advertiser shall not be entitled to assign its rights or obligations under this Agreement without Adsurge’ prior written consent.

14. Intellectual property

Hereby we grant you a non-exclusive, non-transferable, revocable right to use Adsurge services and to access our web site through solely in accordance with the terms of this Agreement.

You may not alter, modify, manipulate or create derivative works of Adsurge or any our graphics, creative, copy or other materials owned by, or licensed to Adsurge in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Adsurge’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Adsurge without compensation. All rights not expressly granted in this Agreement are reserved by Adsurge.

15. Entire Agreement and Variation

Adsurge reserves the right to amend the terms and conditions of this Agreement. The Advertiser shall be informed of such amendments by e-mail or through the information being made available on Adsurge’s website. The Advertiser shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available on Adsurge’s website. Where the Advertiser does not accept the amendment, the Advertiser shall be entitled, within thirty (30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published on the website, provided that the changes have an adverse effect, that could not be considered as minor, on the Advertiser, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Advertiser within the aforementioned time, the Advertiser shall be deemed to have accepted the new terms and conditions.

16. Assignment and Jurisdiction

Adsurge may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Adsurge, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the) for any actions arising from or relating to this Agreement or your use of our service.

17. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL Adsurge BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF Adsurge HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Adsurge DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY Adsurge , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Adsurge DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY Adsurge IS ACCURATE, COMPLETE OR CURRENT.

18. Refund Policy

18.1. Refund could be applied only upon written request containing reasons for your refund to partners@adsurge.com or via tickets at https://support.adsurge.com/  if Ad campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by Adsurge’ administration.

18.2. Refund will be made in the amount of unused funds. Amount must be calculated based off Adsurge’ reporting system.

18.3. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration or indicated in relevant IO.

18.4. Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the Advertiser Account if You have remained in compliance with this Agreement. After Advertiser makes a second deposit at Advertiser Account (itself or via manager), a refund will only be issued for a balance of more than $200 US Dollars and a processing fee of 10% will be deducted from such refund.

18.5. The refund may be credited back to the same payment method and same account that was used to make the last payment.

18.6. The refund request will be processed within 5 business days from the date the request was received.

18.7. Refund is not acceptable in case the Advertiser breaches the Terms of Use, Privacy Policy or other terms and conditions agreed by the parties.

 

Publisher Agreement

1. Conditions

2. Placement of Ads

3. Online Reports

4. Publisher Earnings

5. Payments

6. Representations, Warranties and Covenants

7. Limitation of Liability; Disclaimer of Warranty.

8. Indemnity

9. Assignment and Jurisdiction

10. Severability

11. Intellectual Property Rights

12. Termination

13. Force Majeure

14. Confidentiality

15. Miscellaneous

Adsurge (the, “Adsurge”, “We”, etc.) are an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through our platform globally, and

You (the, “Publisher”, “You”, “Yours”, etc.) is a business that is seeking an agency to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services, and

WHEREAS,

Adsurge has offered its services to the Publisher through www.adsurge.com web site (the, “Site”, “Program”), and You has chosen to hire Adsurge to perform these services,

NOW,

therefore, Adsurge and Publisher agree as follows:

1. Conditions

1.1. In order to become a Publisher you must first accurately submit for Adsurge account application at our web-site and comply with present Agreement (in case of using Self-service) or register yourself as a Publisher by contacting Adsurge directly (in case you wish to use Dedicated campaign management service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. You agree to provide to (a) provide accurate, current and complete information when submitting an Adsurge account application (b) maintain and properly update such information (c) maintain the security of this information and (d) be fully responsible for all use of your account, if successful.

After we review your application, we will notify of your acceptance or rejection as Adsurge’ Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. Adsurge reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your request if deemed appropriate. Adsurge may cancel your account at any time, at our sole discretion.

1.2. By filing your account application or registering as a Publisher you confirm your understanding and unreserved acceptance of all terms and conditions, policies (including present Agreement) of Adsurge published at our web-site concerning the Services, and confirm (i) You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract, and ( ii) the validity of the information which you provide to us.  . Publisher also hereby waives any rights or requirements under any rule or the law in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

1.3. In order to be eligible to become a Adsurge’ Publisher, all websites or affiliated websites or publishers must meet the following criteria:

·         Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers

·         Be fully functional at all levels; no “under construction” sites or sections

1.4. The content of the publishers, websites or affiliated websites cannot include any material that infringes the rights of any third party or is in violation of any law, as determined by us in our sole discretion, including but not limited to the following:

·         Intellectual property rights

·         Racial, ethnic, political, hate-mongering or otherwise objectionable content

·         Investment, money-making opportunities or advice not permitted under law

·         Gratuitous violence or profanity

·         Material that defames, abuses, or threatens physical harm to others

·         Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.

·         Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.)

·         Hacking or Phreaking.

·         Any illegal activity whatsoever

·         Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic

·         Any other inappropriate activity as determined by us in our sole discretion.

1.5. You may determine at your discretion the following methods of Service – Self-Service or Management service.

Self-Service assumes that all Services and ad campaigns shall be provided through Publishers’ account at our web-site. Adsurge support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You.

You may not transfer your account to anyone without explicit written permission of Adsurge and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Adsurge cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Management service assumes that all Services and ad campaigns shall be provided by Adsurge managers.

2. Placement of Ads

2.1. Publisher may NOT place any Adsurge advertisements on alternative publishers or websites without written consent and approval of Adsurge. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, Adsurge reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a financial penalty in the amount of $10K (USD) or a higher sum, based on the damages caused to AdSurge.

2.2. Adsurge do not check or control all the activities or contents at Your website, but all the services may be rejected and we reserves the right to delete Your account and withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.

3. Online Reports

During the month a publisher may view the online reports within Adsurge reporting system which in ALL ways are estimate numbers that can be changed until 15 days after the end of the month. In all cases, we will use commercially accepted methods and practices to direct and measure traffic. Campaigns can be customized at any time by Adsurge team to comply with advertiser´s ad serving numbers. At the end of the month the reports are frozen and within 15 days will include the definitive numbers of earnings. This also states that Adsurge stats will be leading in every case.

4. Publisher Earnings

4.1. Revenue share deal based on placements generated by Adsurge Reporting Source – All reported numbers for the purposes of billing and general delivery reporting are based on Adsurge server reports.

4.2. If Publisher believes that there is a discrepancy in Adsurge’s server reports, Publisher must provide Adsurge with a reasoned report of such discrepancy within three (3) calendar days from receipt of Adsurge’s server reports. Otherwise, ,  Publisher shall be taken to accept the report as so provided and Adsurge shall not be liable for such discrepancy. If the parties are unable to arrive at reconciliation, then Adsurge stats and reports shall govern.

4.3. Adsurge is entitled to make any adjustments it deems necessary to Publisher’s account in the following cases:

·         To pay promotions and bonuses

·         Due to technical reasons

·         Due to Publisher’s fraudulent activity

·         On the basis of additional agreements with You

·         Due to Advertiser’s complaints or refunds

5. Payments

5.1. Adsurge will pay Publisher’s revenue at Net 35. Minimum payment amounts: 100 USD/ 100 Euro (for Wire Transfers – 1000 USD), if the balance is less Adsurge will add the amount to the next payment cycle until the amount payable to Publisher reaches the Minimum Payment Amount.

5.2. Adsurge acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Adsurge that it has received without any restrictions. You hereby release Adsurge from any claim for Publisher’s revenue if Adsurge did not receive funds from the advertiser. Publisher shall hold Adsurge harmless and indemnify it from any claims or liability related to such unpaid revenue.

5.3. Adsurge provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that Adsurge is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.

Publisher is responsible for all applicable taxes associated with provided ad services, other than taxes based on Adsurge income.

5.4. Publisher responsible to supply valid payment details, if details are incorrect and or incomplete or if the publisher changes its payment details, it is the publisher responsibility to notify by mail 14 days before Payment due date. Publisher will bear payments fees if required.

5.5. All payments shall be processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block Your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any term of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program. In certain cases, we may withhold all payments until we will receive relevant tax documentation from you.

5.6. You shall ensure the ability to receive payments from Adsurge to specified bank account by yourself. If the receipt of revenue or other payment is delayed or failed because of non-compliance with this condition (including if the failure or delay is caused by a third party payment service provider you are using), Adsurge shall not be responsible for violation of terms of payment.

5.7. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim has been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Adsurge related to the transaction. If you experience a technical failure or interruption of service that causes your funding transaction to fail, you may request that your transaction be completed at a later time.

6. Representations, Warranties and Covenants

·         You represent, warrant and covenant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership and use of intellectual property;

·         You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;

·         You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed;

·         You represent and warrant that you own or have the legal right to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;

·         You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Adsurge that allows Adsurge to measure ad performance and provide its service (“Site Data”);

·         If instructed to do so by Adsurge and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;

·         You acknowledge that Adsurge does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;

·         You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;

·         If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;

·         You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;

·         You may not disable, circumvent or otherwise interfere with security related features of our service or features that prevent or restrict use or copying of any part of our service, or which enforce limitations on the use of our service;

·         You represent, warrant and covenant that Your Media does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);

·         If any errors or undesirable results occur due to no fault of Adsurge, Adsurge shall not be responsible for losses and You may not be compensated;

·         Publisher undertakes to ensure that its servers support the traffic directed to ad campaign through our service. Anyway, Adsurge takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your web-site. You shall test Your website to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary.

·         YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMP TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.

·         You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the services or generating of remuneration or exceed your permitted access to Adsurge web-site. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running “spiders”, automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Adsurge shall make all determinations about fraudulent activity in its sole discretion.

7. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL Adsurge BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF Adsurge HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Adsurge DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY Adsurge , INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Adsurge DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY Adsurge IS ACCURATE, COMPLETE OR CURRENT.

8. Indemnity

You shall indemnify, defend and hold Adsurge harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement.

9. Assignment and Jurisdiction

Adsurge may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Adsurge, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the  You expressly consent to the exclusive venue and personal jurisdiction of the courts in and of the) for any actions arising from or relating to this Agreement or your use of our service.

10. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

11. Intellectual Property Rights

11.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Adsurge services and to access our web site through solely in accordance with the terms of this Agreement.

11.2. You may not alter, modify, manipulate or create derivative works of Adsurge or any our graphics, creative, copy or other materials owned by, or licensed to Adsurge in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Adsurge’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Adsurge without compensation. All rights not expressly granted in this Agreement are reserved by Adsurge.

11.3. Your use of the service shall be governed by and subject to laws and regulations regarding copyright ownership and terms of use of intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.

11.4. All the parties hereby agree that Adsurge does not have any authority or ability to control content at Publisher’s website(s) and for this reason, We cannot bear any responsibility regarding breaching of any third party’s Intellectual property rights.

12. Termination

This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days´ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you. Adsurge reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.

13. Force Majeure

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

14. Confidentiality

14.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).

14.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.

14.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.

14.4. The foregoing obligations under this section 14 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.

14.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.

14.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.

15. Miscellaneous

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the service by certified mail, fax, email or courier. Adsurge reserves the right to change any conditions of this contract at any time. You may refer contract revisions in our website www.adsurge.com. The Terms and Conditions of AdSurge. [as published on www.adsurge.com/terms-and-conditions (the “Terms”)] bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Adsurge. The Terms shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Adsurge.