Advertisers Terms & Conditions
ADVERTISERS TERMS AND CONDITIONS

 

These Terms and Conditions (the “Agreement”) shall govern the relationship between AdsState and any and all Advertisers (the "Advertiser”) who registered with the Website to useAdsState’s services. This Agreement governs the relationship between AdsState and the Advertiser (as this is identified in Advertiser’s profile).

 

OBLIGATIONS SET FORTH IN THIS AGREEMENT AS AND PERTAINING TO “ADVERTISER” AND YOU ARE AND WILL BE BOUND BY THIS AGREEMENT. IF YOU WORK FOR OR REPRESENT AN ADVERTISER OR OTHER ENTITY THAT IS THE “ADVERTISER” FOR THE PURPOSES OF THIS AGREEMENT, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO AND PERFORM THIS AGREEMENT ON BEHALF OF SUCH ADVERTISER OR ENTITY

 

For the purposes of this Agreement, “AdsState” means Gregory Solutions Media Ltd. (hereinafter referred to as “website”, “us”, “we” or “our”), a Private Company Limited by Shares, or any other legal entity acting as authorized agent, representative and/or subsidiary of us.

 

WHEREAS, AdsState provides the Advertiser with the services specified herein, without limitation, through its website (“the Website”) or in any other manner which is in its sole discretion proper for such services.

 

WHEREAS, the Advertiser pays compensation to AdsState for its services as it is stated herein.

 

NOW THEREFORE, the Advertiser’s use of and access to the Website is considered its consent to be bound by this Agreement, Privacy Policy and any additional rules and guidelines that AdsState may post on the Website. In case, a particular campaign (including budget, term, offer details) set out in any Order had expired and the parties have not terminated their cooperation and continue collaboration, conditions of this Agreement and that particular Order shall stay in effect until the cancellation or termination of this Agreement unless changed by the parties via email communication or by signing a separate Order. If the Advertiser does not agree to be bound by this Agreement and Privacy Policy then it becomes impossible for AdsState to provide services to the Advertiser until a new Agreement is negotiated and signed by the parties.

 

PLEASE NOTE that AdsState may change this Agreement, applicable fees and Privacy Policy at any time and may not provide separate notice to the Advertiser. Nevertheless, AdsState recommends that the Advertiser periodically visit the Website to review this Agreement and Privacy Policy. Unless there is a signed agreement stating otherwise, by using the Website after AdsState posts any changes, the Advertiser agrees to accept those changes, whether or not they have been expressly agreed upon between the parties.

 

DEFINITIONS

“Advertiser” means an individual or a company paying for the advertisement as set in the applicable Order and these Terms and Conditions.

 

“Advertising Material” stands for any material used to promote a brand, products, or services, such as interstitial ads, ad banners, badges, buttons, text links and so forth.

 

“Publisher Network” -network of publishers, that is established and used by AdsState for Advertising.

 

“Campaign” means all advertising of a given product or service of the Advertiser by AdsState within a specific Order.

 

“Order” hereinafter stands for a mutually agreed insertion Order that incorporates these Terms and Conditions, under which AdsState will deliver Traffic to a product or service of the Advertiser.By submitting an Order to AdsState, Advertiser engages us to place and deliver advertising Material across our network of publishers.

 

“Traffic” hereinafter means Internet users who are subject to the particular Campaign.

 

 

INSERTION

Subject to the terms and conditions of this Agreement, and provided that the Order has been approved by AdsStateelectronicaly, AdsState hereby undertakes to embark on all commercially reasonable efforts to supply the services and to undertake the campaign described as this is described in the Order (collectively referred to as the “Campaign(s)”).

 

The Advertiser shall thoroughly fill in or provide AdsState with all necessary details required by the Order, including the Advertiser’s payment details.

 

AdsState does not guarantee the placement, positioning or the timing of delivery of any Advertising Material, or the certain quantity and quality of Traffic, publications, conversions or clicks on any Advertising Material. The promoting, positioning and distribution of the Advertising Material shall be at the sole discretion of AdsState, unless such timing, positioning and distribution is specifically provided for in the Order and agreed between the parties, and AdsState will not be prohibited from also carrying Advertising Material for any product or business competitive to the product or business of the Advertiser.

 

AdsState reserves at any time the right to reject, suspend or cancel any Campaign and/or to reject any Advertising Material which in the opinion and/or discretion of AdsState is not deemed suitable and appropriate for publication for any reason. AdsState reserves the right to reject, suspend, postpone or cancel any Advertising Material which in the opinion of AdsState may expose AdsState into criminal and/or civil liability and/or any other form of liability. Furthermore, AdsState might refuse, reject, suspend or cancel any Campaign if in its opinion it is deemed to be offensive or objectionable.

 

PAYMENTS

For these services to be rendered by AdsState, the Advertiser hereby pledges, covenants and agrees to pay to AdsState on prepaymentbasis for all the valid actions generated by AdsState,regardless of the campaign term set out in the Order, and any additional payments which are to be agreed upon between the parties.

 

All payments hereunder shall be effected by the Advertiser via transferto the specified account of AdsState according to payment details, specified by AdsState and available on a day of payment execution. All commission and duties for money transfer shall be paid by the Advertiser.

 

TAXES

Unless otherwise set forth in this Agreement, all fees and other amounts due under this Agreement are exclusive of sales, use, value added, GST, excise and customs duties and any other similar taxes (collectively “Transaction Taxes“).  All Transaction Taxes, whether existing at present or imposed/imposable in the future, by any governmental authority arising out of such agreement shall be paid by Advertiser to AdsState within the agreed payment terms noted in this section of thirty (30) calendar days or the applicable law, on receipt of a valid tax invoice.Advertiser shall indemnify AdsState for the full amount of any taxes imposed by any jurisdiction which are the responsibility of such Advertiser and any liability (including penalties, in addition to tax, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes were correctly or legally asserted. This indemnification shall be made within thirty (30) days from the date AdsState makes a written demand therefor.

 

 

CONTENT

The Advertiser hereby agrees to grant to AdsState and its affiliated marketers a non-exclusive, worldwide, royalty free license and right to use, perform, reproduce, display, transmit, modify, copy and distribute the advertisement, including all content, trademarks, images, trade names and brand features (collectively, the “Advertising Material”) and any trademark, logos, and graphics of the Advertiser in accordance with the Order and this Agreement.

 

AdsState reserves at any time the right to reject, suspend or cancel any campaign and/or to reject any advertising material, which in the opinion and/or discretion of AdsState is not deemed suitable and appropriate for publication for any reason. Furthermore, AdsState reserves the right to reject, suspend, postpone or cancel any advertisement, which in the opinion of AdsState may expose AdsState into criminal and/or civil liability and/or any other form of liability. Furthermore, AdsState might refuse, reject, suspend or cancel any Campaign if in its opinion it is deemed to be offensive or objectionable.

 

For the avoidance of any doubt, AdsState shall not be liable for the content of Advertising Materials, provided by the Advertiser or created and utilized by the Affiliate, for direct or indirect, foreseeable and/or non-foreseeable damages caused by or resulting from the inappropriateness and/or unlawfulness of the content of Advertising materials. AdsState disclaims all liability and responsibility for such matters.

 

The timing, positioning and distribution of the Advertising Material for any Campaign(s) shall be at the sole discretion of AdsState, unless such timing, positioning and distribution is specifically provided for in the Order and agreed between the Parties.

 

REPRESENTATIONS, WARRANTIES AND COVENANTS

The Advertiser hereby represents, acknowledges and warrants that: (i) it has the legal capacity and authority to enter into and be bound by the present Agreement and the Order; (ii) it is entitled to use and also permit AdsState to use, reproduce, transmit and display the Advertising Material and (iii) the Advertising Material is not and will not in any way:violate any third-party copyright, trademark, trade name trade secret or other form of intellectual property;violate any applicable laws rules and/or regulations;contain false or deceptive advertising or any machine-readable code including but not limited to any virus, Trojan-horse or other self-executing program;contain any content that can be classified as defamatory, obscene, misleading, deceptive, fraudulent or otherwise inappropriate, orviolate any applicable law or regulation and particularly in respect to the offering of sweepstakes, gambling, promotions etc.

 

The Advertiser hereby accepts that if it is in breach of any of the above representations, acknowledgments and warranties, then AdsState has the right to immediately terminate without any liability the present Agreement and the Orders and take any other necessary step and/or action deemed appropriate.

 

The Advertiser covenants, agrees and undertakes that:it will, at all times, comply with all laws applicable in the jurisdiction where the Advertiser is situated or otherwise conducts its business;it will, at all times, comply with the terms of this Agreement and the Order;it will at all times comply with legal provisions pertaining to spam;

it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from AdsState.

 

TERMINATION

Either party may terminate this agreement without providing a reason for such termination, by giving a notice to the other party.

AdsState might also immediately terminate this Agreement and the Orderwithout prior notice to the Advertiser, in cases where AdsState considers that the Advertiser has been in breach of any of the terms of this Agreement and the Order or if it is considered that the Advertiser has acted and/or the Campaign has been managed in a way which: (i) is in contravention and/or violation of applicable laws, by-laws, rules and regulations, (ii) is defamatory, obscene, misleading, deceptive, fraudulent or otherwise inappropriate; or (iii) might harm the good reputation of AdsState, its Directors, affiliates or any other person and/or body for which AdsState is in law responsible.

 

 

CONFIDENTIALITY

Either party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees: (i) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; (ii) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that 1 (one) copy may be made for backup and archival purposes only. The undertakings and obligations of each party under this Section shall not apply to any information which it can established to have: (i) become publicly known through no action on the Receiving Party’s part; (ii) been known by the Receiving Party prior to receipt; (iii) been independently developed by the Receiving Party; (iv) been approved for public release by the Disclosing Party’s written authorization; or (v) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order.

 

Unless AdsState has provided its prior, express written consent, the Advertiser will keep the Order and the terms of the Agreement strictly confidential, and may not make any unauthorized disclosure of the same to any person.

 

The confidentiality non-disclosure provisions shall survive this Agreement for a period of 3 (three) years.

 

PROPERTY OF CONTENT

All Website content as text, graphics, user interface, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression and arrangement of such content is owned, controlled or licensed by AdsState, and is protected by trade dress, copyright and trademark laws, and various other intellectual property rights and unfair competition laws.

 

No part and no content may be copied, reproduced, republished, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without AdsState’s express prior written consent.

 

The Advertiser may use information about the Website and our services provided that it: (i) does not remove any proprietary notice language in all copies of such documents, (ii) uses such information only for personal, non-commercial informational purpose and does not copy or post such information on any networked computer or broadcast it in any media, (iii) makes no modifications to any such information, and (iv) does not make any representations or warranties related to AdsState.

 

NO WARRANTY

AdsState PROVIDES ITS SITE AND THE SITES OF ITS PUBLISHERS AND OTHER PARTNERS IN THE AdsState PUBLISHER NETWORK, AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY ADVERTISING MATERIALS. AdsState’S SOLE OBLIGATION IN THE EVENT OF ANY INTERRUPTION OR FAILURE WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE. NEITHER AdsState NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE AdsState MEDIA PLAYER, OR OTHER SERVICES PROVIDED BY AdsState. AdsState HEREBY EXPRESSLY EXCLUDES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING NONINFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AdsState SHALL HAVE NO LIABILITY TO ADVERTISER, AGENCY, OR IN RELATION TO ANY OF ADVERTISER’S ADS, OF ANY KIND WHATSOEVER IN CONNECTION WITH THE USE OF THE AdsState MEDIA PLAYER OR THE DISPLAY OR SUBJECT MATTER OF ANY ADS.

Without limiting the foregoing, AdsState will have no obligation, liability or other responsibility for anything related to Advertiser’s Ads, including the receipt of queries from viewers of Advertiser’s Ads or the transmission of data between the AdsState Publisher Network and AdsState. AdsState makes no guarantee regarding the number of views or engagements that any Ads will deliver on the AdsState Publisher Network, nor the timing of delivery of such views or engagements.

 

LIMITATIONS OF LIABILITY

NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY UNDER THIS AGREEMENT FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER TYPE OF LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT OR ANY EXHIBIT, SCHEDULE OR OTHER ATTACHMENT HERETO, WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING HEREUNDER. SUBJECT TO THE FOREGOING, AdsState’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED BY AdsState UNDER THE RELEVANT INSERTION ORDER TO WHICH SUCH LIABILITY MAY ARISE. IN LIEU OF REFUND, AdsState SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.

WITH THE EXCEPTION OF: (i) EACH PARTY’S DUTIES OF INDEMNIFICATION AND CONFIDENTIALITY, AND (ii) ANY CLAIM BETWEEN THE PARTIES AS TO THE OWNERSHIP OR PROTECTION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHICH TERM INCLUDES, BUT IS NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR BUSINESS INTERRUPTION) ARISING OUT OF THIS AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF THE LEGAL THEORY, WHETHER A THEORY OF CONTRACT, INDEMNITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.

 

TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW, AdsState’S LIABILITY UNDER THIS AGREEMENT SHALL BE CAPPED AND LIMITED TO THE TOTAL AMOUNT PAYABLE TO AdsState BY THE ADVERTISER FOR THE BILLING PERIOD IN WHICH THE ISSUE OCCURRED.

 

INDEMNIFICATION

Each party shall indemnify, defend and hold the other party, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (including publishers and other partners in the AdsState Publisher Network, syndication partners, licensors, licensees, consultants and contractors, agents and representatives) (collectively, the “Indemnified Persons”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any such Indemnified Persons, arising out of, related to or which may arise from: (a) in the case of Advertiser and/or Agency as the indemnifying party, the content or subject matter of any Ad, AdsState’s authorized use of any Advertising Materials or Ads, any breach by Advertiser and/or Agency of its representations, warranties and other obligations under this Agreement, or any violation of any applicable law or any other obligations to which Advertiser and/or Agency are bound; and (b) in the case of AdsState as indemnifying party, AdsState’s gross negligence or wilful misconduct.

 

FORCE MAJEURE

Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake or other acts of God, labour conditions, and power failures.

 

MISCELLANEOUS

The Advertiser agrees that AdsState shall not be liable for: (i) any delays in the delivery and/or non-delivery of any Advertising Material and/or Traffic; (ii) anything affecting the production of an Advertising Material in the event of an act of God, action by any government entity, network difficulties, electronic malfunction or any condition beyond the control of AdsState; (iii) consequential damages of any nature whatsoever; and/or (iv) errors or omissions in the Advertising Material as it is exhibited to the public.

 

Any notice or other communication given or made in order to comply or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered by e-mail to the address of the parties set forth in the Order and shall be deemed to have been duly given or made upon successful transmission of the email unless otherwise mutually agreed by parties.

 

The Advertiser hereby irrevocably waives, to the fullest lawful extent, all rights to trial by jury in any proceeding relating to this Agreement. Without prejudice to the generality of the foregoing, the parties have agreed that any disputes over this Agreement may also be resolved under the mediation procedure at AdsState’s option.

 

If any litigation, arbitration, mediation and/or debt collection is absolutely necessary to enforce this Agreement or the terms thereof, AdsState shall be entitled to reimbursement by the Advertiser for all reasonable fees, costs and expenses to the fullest extent, including without limitation attorneys’ and collection expenses.

 

This Agreement and the Orders constitutes the entire agreement between the parties with respect to the Campaigns noted in the Orders and supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written between the Parties.

 

This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof and supersedes all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

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