TERMS OF SERVICE
These Terms of Service (the "Agreement" or "TOS") shall govern the contractual relationship between you and us.
Where used in this Agreement, references to: (a) "we", "our", "us" or "AEMedia" shall mean AEMedia OÜ, an Estonian company the registration number of which is 12902156 and, as applicable, any of its executives, shareholders, employees, advisors, contractors and any of its affiliated legal entities, being both a digital advertising network (connecting publishers and advertisers) and a bounty platform (connecting advertisers with bounty hunters which are hired by us mostly to promote advertisers projects on various channels including but not limited to social media platforms) in connection with various projects ("Services") and (b) "you" and/or "your" mean the individual or entity who wishes to use our Services as a Publisher, Advertiser or Bounty Hunter.
By continuing to use any of our Services, you confirm that you are aware and comply with the present Agreement and agree to be bound by this Agreement and you represent and warrant that you are authorized and lawfully able to enter into this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not use any of our Services.
AEMedia reserves the right, at its sole discretion, to change, modify, add or remove portions of any part of these TOS, at any time. Your continued use of our Services or Platform means that you accept and agree to the changes.
2. DEFINITIONS
Account: user account on the Platform, which is created (manually by AEMedia or through self-service) on the Website and used to access your payment details, financial data and other information.
Ads or Advertisement: any type of content (such as text messaging, audio and video files, rich media, content, text, and graphic text), including but not limited to, banners, buttons, pop-ups, pop-unders, lightbox interstitial and text links that are generally used as advertisements, licensed and provided to AEMedia by Advertisers.
Advertiser: any individual or entity with whom we have entered into an agreement under which the Advertiser shall run one or several Advertising Campaigns or bounty campaigns, via the Platform.
Advertising Format: the form, content, type, structure, nature, state and appearance of the advertising unit (e.g. banner, slider or pop-up, etc.) on the Publisher Site.
Advertising Space: exact place where advertising is placed (for example banner location on a website).
Advertisement Code: line or lines of code inserted within the source code of the Publisher Site that are designed to launch the agreed Advertising Format.
Advertising Campaign: an organized set of marketing operations designating the operations set up by Advertiser with the aim of promoting Advertiser's website, services and/or products.
Bounty Hunter: any individual or entity with whom we have entered into an agreement under which the Bounty Hunter shall perform certain actions to the benefit of the Advertiser, through the Platform, on various third party platforms (including social media platforms). In consideration of the performance of such actions, the Bounty Hunter is paid by AEMedia.
Bounty campaign: a long-term campaign during which AEMedia, upon request by the Advertiser, will provide Bounty Hunter(s) to the Advertiser. During such campaign, these Bounty Hunters shall perform a series of actions to the benefit of the Advertiser. In consideration of the successful performance of such actions, AEMedia pays agreed amounts to such Bounty Hunter(s) ("Payment(s) for Bounty Hunter Services"). Bounty Hunters understand and agree that such Payment(s) for Bounty Hunter Services may be delayed for any reason or cancelled in case of fraud.
CPM or Cost per mille: the amount payable by us to Publisher each 1,000 Impressions of each Advertising Format delivered to us.
Fraudulent Traffic: Impressions that result from a fault or whose origin is automatic operations not resulting from Internet user actions, or resulting from the intervention of elements including, but not limited to, bots, robots, requests emanating from electronic mail and chat rooms, script generators and links placed on sites unknown to us, Publisher or Advertiser.
Impressions: a measure of the number of times an advertisement has been rendered on a user's screen.
Payment to Publisher(s) for Advertising Services: Payment by AEMedia to the Publisher for showing advertising materials (provided to Publisher by AEMedia or its partners) on Publisher's website(s). AEMedia pays such Publisher based on the number of Impressions (as defined below).
Platform: AEMedia' combined digital advertising network and bounty platform located at the Website.
Publisher: any individual or entity who registered with AEMedia, in order to exploit commercially all or part of the Advertising Space on the Site(s) that they publish.
Publisher Site(s) or Site(s): any website owned and/or managed by Publisher containing places for Advertising Formats.
Website: website, exclusively and solely owned by us, located at www.hprofits.com and all subdomains of such website.
3. REGISTRATION
In order to become a Publisher, you may self-register an Account on the Platform. Such self-service process means that access to the Services shall be provided through your Account.
In order to become a Publisher, Advertiser or Bounty Hunter, you may also register an Account on the Platform by contacting us directly for acceptance. In that case, (i) using the Services and Platform shall be provided by AEMedia' team, (ii) you shall automatically agree to be bound by this Agreement.
Any natural person with full active legal capacity or any legal person may apply for an Account. You must provide your real name(s) and full personal and/or company registration information including payment data, if required. All information you provide upon registration must be accurate and up-to-date. You may not provide any false information, or create an Account for anyone other than yourself without respective authorization. The representative of a legal person making the Account on behalf of the legal person must ensure that he has all the necessary rights and powers to do that. In order to verify your Account, we may request additional verification information, such as a copy / scan of your passport, ID card, driver's license, utilities bills, payment method details.
We reserve the right to accept or reject your Account registration request without additional explanation. Registering an Account on the Platform implies full and total acceptance of our policies, including these terms and conditions.
You are entirely responsible for maintaining the confidentiality of the information you hold for your Account, including your password, and for any and all activity that occurs under your Account as a result of you failing to keep this information secure and confidential. You have to notify us immediately, in case of any unauthorized use of your Account.
You may not transfer your Account to anyone without our explicit written permission 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.
In case AEMedia finds at its sole discretion that there is a threat that you are engaging in any suspicious activity, that you have violated the Agreement or that it is necessary for security reasons, AEMedia may temporarily suspend your Account until the cause for suspending your Account has been eliminated; or if that cannot be eliminated or you refuse or fail to eliminate it, block your Account. For security reasons we may in addition block your access to the entire Website. You agree that we will not be liable to you or to any third party for termination of your access to your Account and/or the Website as a result of any violation of the Agreement by you.
In order to use our Services you must keep your Account active. If it is inactive for a period of one year, it will be marked as inactive. In this case you will get a respective notification by email. You will have six months to reactivate your Account. To do so, you have to login to your Account and follow the steps described there to reactivate your Account. If your Account is not reactivated within such six-month period it may be archived or erased without option to restore it.
If you leave your Account balance unused for a year, or if you delete your Account and leave a balance, or if we suspend or block your Account and you do not meet any conditions necessary to reinstate it within six months, AEMedia may process your balance to zero.
4. DIGITAL ADVERTISING NETWORK
4.1 General
4.1.1. Advertising Code
If your Site has been approved, you are entitled to install Advertising Code(s) within the source code of your Site and place the ads of Advertisers on your Site in line with AEMedia' internal policies. You agree that installation of the Advertisement Codes required to display the Campaigns advertisements on your Site is fully under your responsibility. You further agree and confirm that the Advertising Code may be placed only on Sites that have been approved by us. If you place the Advertising Code on a Site that has not been approved by us, we may void the Impressions related to such Site.
Your Account identifies one or several unique Sites. If you wish to display Campaign ads on several Sites (different names) you should register all of them in order to have a correct overview of your incomes. Subject to AEMedia' express prior approval, you may add and edit any Site from your Account at any time.
Visitors of the Publisher Site may not be misled in any way and should be able to easily distinguish content from ads. You are prohibited from placing ads under misleading headings or titles.
If pop-ups are displayed on your Site, they may not interfere with the site navigation, change user preferences, initiate downloads or distribute viruses. You must ensure that no ad network or affiliate or any other user uses such methods to direct users to pages that contain Advertising Code.
If you place third party ads on your Site, it should always be clear to Internet user that these ads are served by different advertising networks and that such ads have no association with us.
In addition, you agree not to place Campaign advertisements on a page that contains only or principally advertising messages.
You may not, without our prior consent, change the agreed location of Advertising Formats or way of their appearance and, in case the Advertising Format includes static banners, not to place any new and/or additional advertising formats to your Site above our static banners or so that such new and/or additional advertising formats would negatively affect the visibility and/or effectiveness of our static banners.
You are strictly prohibited from altering, changing or amending the Advertising Code and/or using a third party's ad platform with the aim to alter, change or amend the Advertising Code, without AEMedia' prior written consent.
If a Campaign advertisement is not in compliance with the terms of this Agreement, you may remove the Advertising Code from your Site only after you have notified us thereof and we have failed to bring the Campaign advertisement into compliance with the Agreement within 96 hours after receipt of the notice from you.
The fact that you display on your Site the visuals and brand of an Advertiser gives you no intellectual property rights over the elements that constitute the brand or the products and services of the Advertiser.
You acknowledge and agree that we have the right to request you to stop displaying Campaign ads on all or some of your Site(s), irrespective whether that particular Site has been previously registered and validated or not. Should you refuse to comply with AEMedia' request, AEMedia may immediately terminate this Agreement with you.
In any event, you acknowledge yourself to be completely independent from us. Consequently, you state and guarantee to us that you have proceeded with, or will proceed with, at your own cost and as your sole responsibility, all the required administrative obligations (e.g. obligations related with social security, taxes and any other applied obligations) concerning the activities you perform via Website or Platform.
Furthermore, you agree to conform to all laws and regulations, decrees, orders and standard practice concerning the exercise of your activity or activities, whatever you may be, and to make sure personally that you have obtained all the relative authorizations, administrative or otherwise, required for this. You, as head of publication for your Site, carry the sole responsibility for its editorial content.
4.1.2. Advertisement Pages
Advertisement Pages shall not contain (i) any other popup/popunder or page block, (ii) scripts which alter users' browser settings, (iii) any frame breaking codes, (iv) any auto-downloads, without user action.
If after approval an Advertisement Page is modified so that it becomes in breach of the foregoing requirements, AEMedia may immediately block, suspend or terminate your campaign and/or account. In such a case you will not be entitled to any refund.
By depositing funds on your Account, you hereby agree that if any malware, exploits, hijacks or virus is detected on any of your Advertisement Pages, your Account will be disabled and you will not be entitled to any refund. The same rule applies if we detect multiple accounts banned for that reason.
4.2. QUALITY POLICY
You are responsible for keeping your Site always online, functional and reachable by the users from all over the world. You should always test your Site to make sure that it appears correctly in different browsers and monitor your Site's performance and optimize load times. You must monitor your Site for hacking and viruses and remove hacked content or viruses as soon as they appear.
You must create a useful, information-rich Site with clearly and accurately described content. You are not allowed to create multiple pages, sub-domains, or domains with substantially duplicate content. You should avoid "doorway" pages created just for search engines, or other "cookie cutter" approaches such as affiliate programs with little or no original content.
You must provide unique and relevant content that gives Internet users a reason to visit your Site. The Publisher Site should have a clear hierarchy and working text links. Every page should be reachable from at least one static text link.
You declare and guarantee that the Publisher Site is not and does not contain: fully or partly not working Site; Site without content; violent content; racial, ethnic, political, hate-mongering or otherwise objectionable content; hate speech, harassment, bullying, or similar content that advocates harm against an individual or group; excessive profanity; hacking or cracking content; illicit drugs and drug paraphernalia content; content that promotes, sells, or advertises products obtained from endangered or threatened species; software pirating; investment, money-making opportunities or advice not permitted under law; sales of illegal substances or activities (e.g. illegal online gambling, counterfeiting money, etc.); content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails; and/or any other content that is illegal, promotes illegal activity or infringes on the legal rights of others.
Publisher Site may not be loaded by anything that: triggers pop-ups automatically; modifies browser settings; redirects users to unwanted websites; and/or otherwise interferes with normal site navigation.
After placing the Advertising Code on the Publisher Site, we will perform an initial check of your submission regarding technical quality, and determine if ads can be displayed on your Site according to our advertisement placement policy. Publisher Site submission may be rejected if it does not meet these conditions.
We have the right to check your compliance with this Agreement at any point during the Agreement is valid.
Failure to meet the conditions set forward (including engagement in fraudulent or illegal activity) may result in suspension or termination of the Agreement, banning of your Account and/or withholding any Account balance.
4.3. ANTI-FRAUD POLICY
You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate an applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to AEMedia' Services. Further, you are expressly prohibited from taking any of the following actions: (a) excessive page refreshes, generated either manually or automatically; (b) third-party programs with user incentives, such as paid-to-surf or auto-surf programs; (c) using one or several maneuvers that give rise to Payment to Publisher for Advertising Services and/or (d) using automated online robots, or other deceptive software that are programmed to interact with advertisement.
Besides artificial activity you must avoid the following techniques: automatically generated content; participating in link schemes; ad cloaking and sneaky redirects; hidden text or links or doorway pages; creating pages with malicious behaviour, such as phishing or installing viruses, trojans, or other bad ware; make any modifications to the Advertising Code; generating Fraudulent Traffic by an Advertising Code; and/or intentional deception involving financial transactions.
Fraudulent traffic of any kind is therefore strictly prohibited (e.g. Autosurfers, iframes, bots, proxies, autohits services, traffic exchange). Should you use such fake traffic system, you will be banned and no refund will be granted to you. Any Site that uses any kind of fraudulent traffic system to generate income will be removed from the Platform and the revenue associated to that Account will be cancelled.
You are prohibited from offering compensation to Internet users for viewing Campaign ads or performing searches, promising to raise money for third parties for such behaviour or placing images next to individual ads.
You declare and guarantee that you obey the laws regarding copyright ownership and use of intellectual property. You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit. You further declare and guarantee that you have the necessary legal rights to display that content protected by copyright law, if any, on your Site. This includes displaying copyrighted material, hosting copyrighted files, or providing links driving users to sites that contain copyrighted material.
You declare and guarantee that your Site does not offer for sale or promote the sale of counterfeit goods.
You must compensate to us any loss incurred to us with your fraudulent or other illegal activity. For compensation we may use any of your funds accessible to us by making settlements and deductions.
If we suspend you in any fraudulent activity we shall have the right to ban your Account, withhold your Account balance and take all necessary legal actions to restore the damage caused by such violation. All Campaign advertisements carried out on your Site with fraudulent activities are not subject for payment.
While AEMedia will make its best efforts to control, detect, prevent and/or stop Advertisers' fraudulent activities on the Platform, AEMedia shall have no responsibility for such activities.
4.4. Payment TO PUBLISHERS for Advertising Services
4.4.1. You will receive from us a Payment(s) for Advertising Services for displaying Advertisers' Campaign ads on your Site. The amount of the Payment to Publisher for Advertising Services shall depend on the agreed CPM. All statistical data for the purposes of billing and general delivery reporting are based on AEMedia' reporting system only.
The Payment to Publisher for Advertising Services that Publisher may earn based on the statistical data shall be added to your Account on the following day. You fully acknowledge the trustworthiness of this statistical data, which will prevail in the event of any dispute, with regard to the measurement of all Impressions.
If at the end of the validity of the Agreement it appears that you have on your balance un-invoiced Payment to Publisher for Advertising Services, you may request for the payment thereof within 30 days after the termination of the Agreement, provided that the amount of your un-invoiced Payment to Publisher for Advertising Services meet the payment threshold.
We have the right to make adjustments to your balance in one of the following cases: (a) deduct transaction and payment fees, (b) due to technical reasons, (c) due to fraudulent activity, (d) due to Advertiser's complaints or refunds and/or (e) on the basis of additional agreements with you.
All advertising rates may be subject to change at any time.
4.4.2.Minimum payment threshold for Publishers is 30 EUR, before tax each month. Daily balance reports can be found in the Account. If your Account reaches the payment threshold, you will be able to submit a payment request, specifying your payment data. You will bear the transaction and payment fees, if applicable.
When you request your payment, we will have up to 14 calendar days starting from the date of payment request to validate your request and up to 7 calendar days to proceed with the payment for validated invoices. If your request is refused due to fraud, we have the right to apply all sanctions stipulated in the Agreement.
As a Publisher you must ensure your capability to receive payments from us and submit valid payments details in the Account. If the receipt of your Payment to Publisher for Advertising Services or any other payment from us fails or is delayed due to your failure to comply with this obligation (including if you have provided incorrect or wrong payment details), we shall not be liable for such failure or delay. In any event, all payments will be made at the payment details specified in your Account.
You agree that we are not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees applied to your account. We have the right to switch payment service provider(s) at any time without notifying you.
Unless expressly authorized in writing by us, you may not require us to transfer your Payment to Publisher for Advertising Services or any other payment you are entitled to under the Agreement to a third person.
AEMedia may, in its 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 provision of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement.
You hereby represent and warrant to provide AEMedia with all the documentation or its equivalents, needed for your identification, ascertainment of the legal fact and fulfilment of AEMedia' obligations under this Agreement, within 5 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
4.5. SELF-BILLING, TAXES
Any Publisher may request AEMedia to generate and issue invoices on behalf of any such Publisher. Prior to making any payment to a Publisher, AEMedia will generate automatically via the Platform the invoice on behalf of the Publisher. Furthermore, each Publisher agrees that the Platform will generate said invoices based on the data provided to AEMedia and available on Publisher's Account and represents and warrants that all such data is accurate, fully and legally compliant for the purposes of invoicing and taxation.
Any Publisher being a legal person and 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 invoices to us. You accept 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, you will hold us harmless from any of the direct or indirect loss or damages. You as a Publisher hereby confirm that another VAT invoice won't be issued.
You hereby agree to notify us if you (a) change your VAT registration number; (b) cease to be VAT registered; or (c) change your payment details.
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 you, we are expressly authorized to retain any payments due to you until such incident has been resolved.
All payments made to you by AEMedia will be treated as inclusive of tax (if applicable) and will not be adjusted. According to the Estonian Income Tax Act, upon making a payment to any Publisher being a legal person residing at low tax rate territory, an income tax at the rate of 20% shall be withheld by us from the amount of requested Payment to Publisher for Advertising Services. An income tax shall not be withheld by us if you provide us with documentation proving that more than 50 per cent of your annual income is derived from actual economic activity.
If according to applicable law it is your responsibility to declare, pay or withhold taxes on or from your transactions with us, you agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so.
5. BOUNTY HUNTER
5.1 General Disclaimers
ALL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AEMedia MAKES NO REPRESENTATIONS AND DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES OF ANY KIND TO USER AND/OR ANY THIRD PARTY, INCLUDING WARRANTIES AS TO ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
UNDER NO CIRCUMSTANCES SHALL AEMedia BE LIABLE FOR ANY LOSS OR DAMAGE YOU OR ANYONE ELSE INCURS AS A RESULT OF ANY ACTIVITY THAT YOU OR ANYONE ELSE ENGAGES IN BASED ON ANY INFORMATION YOU RECEIVE THROUGH THE PLATFORM OR AS A RESULT OF THE USE OF THE PLATFORM.
AEMedia will take all possible measures to preserve the correctness of the Information, But you expressly acknowledge and agree without any reservation that AEMedia shall not be liable, nor shall AEMedia become liable at any time in the future, for any event which may cause or result in the corruption of data, their incorrect collection or processing, their alteration or loss in transfer, or other malfunctions, and the consequences of such events, irrespective of whether such event is caused by us or a third party.
You agree that AEMedia shall bear no responsibility for other third-party websites or other resources offered by any third party through the Website or the Platform. AEMedia shall bear no responsibility for the content, ads, projects or other resources on such third-party websites. AEMedia takes no responsibility for the commodities, services or information available on these third-party websites.
5.2 BOUNTY CAMPAIGNS
You further expressly acknowledge and agree that participation or performance in the Bounty Campaigns and others does not convey the express or implied guarantee or promise of any payment or provision of any benefit, irrespective of your conduct, performance or its result.
By your participation in the Bounty Campaigns you further expressly acknowledge and agree that AEMedia reserves the right and is entitled at any time, without prior notice, to change the terms or terminate the Bounty Campaign in part or wholly, without any compensation to you for its termination, change and their consequences.
6. WEBSITE USAGE POLICY
All site, product and services content as text, graphics, user interfaces, 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, contained on the Website is owned, controlled or licensed by us, and is protected by 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 for publication or distribution of for any commercial enterprise, without AEMedia' express written consent.
You may use information about AEMedia' Services only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media.
You may not attempt to gain unauthorized access to any portion or feature of the Website, or to any of AEMedia' server(s), or to any of the services offered on or through the Website, by hacking, password "mining" or through any other illegitimate means.
You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or on any of our other customers, including any Account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.
You may not use the Website or any its content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity, which infringes upon AEMedia' or others' rights.
Subject to your compliance with this Agreement, AEMedia grants you a revocable, limited, non-exclusive, non-transferable and non-sublicensable license to access and use AEMedia' Services and Platform.
7. LIABILITY, INDEMNITY AND PENALTY
7.1 General
You are fully responsible for the due performance of your obligations under the Agreement and must compensate to us any and all damages caused by the non-performance or unsatisfactory performance of your obligations.
You agree to indemnify, hold and defend AEMedia, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against us by any and all third-party claims and liabilities arising out of or related to or in connection with your use of the Website, including any served content that is not provided by us, your use of our Services, or your breach of any provision of the Agreement. You shall notify us immediately of any matter which could result in any loss, claim, damage, expense or liability subject to indemnification under this section. Such notification will not release you from your indemnification duty. AEMedia reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this section.
7.2 Digital Advertising Network
If your Agreement with us is terminated due to the violation of Agreement by you (e.g. due to your fraudulent activity), AEMedia may assess against you a contractual penalty in the amount of your un-invoiced Payment to Publisher for Advertising Services and therefore may also set-off AEMedia' claim for the contractual penalty against your claim for payment.
Neither AEMedia nor Publishers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Advertisement URL due to systems failures or other technological failures of AEMedia or of the Internet; (b) delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a Publisher or its Site, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Advertisement URL provided by Advertiser.
7.3 Bounty Platform
If your Agreement with us is terminated due to the violation of Agreement by you, AEMedia may assess against you a contractual penalty in the amount of your un-invoiced Payment for Bounty campaign and therefore may also set-off AEMedia' claim for the contractual penalty against your claim for payment.
7.4 Bounty Manager's Responsibility in relation to Bounty Campaigns
AEMedia, via the Platform, will provide Bounty Managers with resources (statistics and daily monitoring kits, etc.) to provide advertising and promotional services for the Advertiser. However, The Advertiser hereby agrees and understands that AEMedia shall not bear any responsibility in relation to any actions performed by Bounty Managers. Indeed, the Bounty Managers shall manage campaigns themselves (it being understood that AEMedia shall never be involved in the management of Bounty Campaigns unless otherwise agreed upon between the Bounty Manager and AEMedia).
8. LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY
8.1 General
You hereby expressly acknowledge, understand and agree that AEMedia is acting as intermediary.
Considering the fact that the Company merely acts as an intermediary between Publisher and Advertiser and/or between Advertiser and Bounty Hunter, and consequently do not have any control whatsoever over the quality or legality of services of any service provider (whether it be a Publisher, Advertiser, Bounty Hunter or a Bounty Manager) provided to you via the Platform.
Thus, you hereby expressly acknowledge, understand and agree that AEMedia is not the provider of digital advertising and bounty hunter services requested by you. You hereby expressly acknowledge, understand and agree that each service provider (whether it be a Publisher, Advertiser, Bounty Hunter or a Bounty Manager) provided to you via the Platform is (i) an independent legal entity/contractor with its own management, (ii) not an agent or employee of AEMedia or its affiliates, and thus (iii) not subject to the control by AEMedia.
You hereby acknowledge, understand and agree that any additional costs and expenses incurred due to delays or events beyond AEMedia' control shall be borne by you.
You hereby acknowledge, understand and agree that your interaction with any service provider (whether it be a Publisher, Advertiser, Bounty Hunter or a Bounty Manager) provided to you via the Platform is at your own risk.
Because AEMedia does not control the operations of the service providers (whether it be a Publisher, Advertiser, Bounty Hunter or a Bounty Manager) provided to you via the Platform, AEMedia shall not be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including, but not limited to, any loss of revenue, income or profits, loss of use or data, or damages for business interruption which may arise while you are provided with the services by any of these service providers.
AEMedia does not promise that the Website, its content, its features or AEMedia' Services will be error-free or uninterrupted, or that any defects will be corrected, or that your use of the Website and Services will provide specific results. The Website, its content and our Services are provided to you on an "as is" and "as available" basis. All information provided on the Website is subject to change without notice. AEMedia cannot ensure that any files or other data you download from the Website will be free of viruses or contamination or destructive features. AEMedia disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose.
AEMedia disclaims any and all liability for the acts, omissions and any conduct of any third parties in connection with or related to your use of the Website and/or of any AEMedia' Services. Your sole remedy against AEMedia for dissatisfaction with the Website, its content or our services is to stop using the Website, any of its content or our Services. This limitation of relief is a part of the bargain between you and us.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
No claim for a breach of any of AEMedia' representation or warranty shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to you and/or actually known by you.
AEMedia reserves the right to do any of the following, at any time, without notice, to: modify, suspend or terminate operation or access to the Website for any reason; modify or change the Website and any applicable policies or terms; and/or interrupt the operation of the Website as necessary to perform routine or non-routine maintenance, error correction, or other changes.
The provision of this section 8 determine the allocation of risks between you and us, and you agree and acknowledge that such allocation of risks and the limitations of liability specified herein are an essential basis of the bargain between you and us.
In no event will AEMedia be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including, but not limited to, any loss of revenue, income or profits, loss of use or data, or damages for business interruption.
8.2 Digital Advertising Network
Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the lower of EUR 1,000 or the Payment to Publisher for Advertising Services payable by AEMedia to you over the three month period immediately preceding the date of the claim.
8.3 Bounty Platform
Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the lower of EUR 1,000 or the Payment for Bounty Hunter payable by AEMedia to you over the three month period immediately preceding the date of the claim.
9. FORCE MAJEURE
You and AEMedia shall not be liable for delays or failure to perform under the Agreement which result directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond its reasonable control and shall not affect the validity and enforceability of any remaining provisions (force majeure).
The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event.
10. DURATION AND TERMINATION
Your Agreement with us becomes effective upon registration of your Account (whether through self-service or through registration manually accepted by AEMedia team) or upon signing any additional agreement with us and is valid for unspecified period.
Each party is within its rights entitled to terminate the Agreement, for any reason, by registered mail (with notice of delivery) or by e-mail, sent by you to [email protected] or by e-mail from us to the e-mail address you have previously provided, giving at least 24 hours prior notice.
Provided there is a good reason, both you and us may terminate the Agreement also immediately without prior notice. We may do so inter alia if:
(a) we are required to do so by a valid subpoena, court order, or binding order of a governmental authority;
(b) you fail to comply with any applicable laws, directives, rules and/or regulations;
(c) you fail to comply with any of the requirements of our quality, advertisement placement or anti-fraud policies;
(d) you materially breach any other obligation of the Agreement and fail to remedy such breach within a reasonable time granted by us;
(e) in respect of you, a liquidator, receiver or administrative receiver is appointed, you are adjudicated as bankrupt, or declared as insolvent;
(f) this opportunity is set forth in any other provision of this Agreement.
Upon termination of the Agreement your Account is immediately archived. All provisions of the Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination of this Agreement. Termination of this Agreement will not prejudice any right of action or remedy which may have accrued to you or us prior to termination (as the case may be).
Upon termination, you are required to remove promptly the Advertising Code installed on the pages of your Site(s).
11. NOTICES
You agree that we may communicate with you electronically any finance information related to your Account. We may also provide notices to you by posting them in your Account on the Website, or by sending them to an email address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent.
12. COMPLAINTS
In case you have any complaints or you require additional support, please contact us through the contact form present by e-mail at [email protected]. Our support team will get back to you within 96 working hours. If your inquiry requires a more detailed answer, it might take up to 7 working days for processing your request.
13. CONFIDENTIALITY
You agree to keep all details of the contractual relationship between you and us confidential (including but not limited to information about our customers and business partners and their contact details, our products and services, technology, software, statistics, price rates and all info explicitly marked as confidential), and not to disclose information of any nature exchanged before or during the term of the Contract to any third parties, and to take all necessary measures to prevent such disclosure by your employees and agents (if any) even after they are no longer in your employ.
You specifically undertake not to use the information about Advertisers directly or indirectly for your own or third party's commercial benefit or in order to compete or cause prejudice to our activities in any manner whatsoever.
The duty of confidentiality does not apply to any use or disclosure authorised by us or as required by law or any information which is already in, or becomes available to the general public other than through your unauthorised disclosure. In addition you may disclose (a) relevant information to your auditors, attorneys, credit and financial institutions, provided that the latter are also bound by a duty of confidentiality and (b) the amount of gross payments you have received from the use of our Services.
You agree that we may include your name, logo and other brand features in our presentations, marketing materials, customer lists and on the Website.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia without regard to its principles and rules on conflict of laws.
Any dispute arising out or in connection with this Agreement will be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in Tallinn on the basis of the regulation of the aforementioned Arbitration Court. The arbitral tribunal proceedings will be conducted in English. The arbitration will be held by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached, then by one arbitrator who is chosen by the Council of the Arbitration Court of the Estonian Chamber of Commerce and Industry.
Any claim under the Agreement must be brought within six (6) months after the cause of action arises, or such claim or cause of action is barred.
15. MISCELLANEOUS
There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. None of us has the authority to bind the each other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
This Agreement constitutes the full and entire understanding and agreement between you and us regarding the subjects hereof and supersedes any agreement or understanding between you and us prior to signing of this Agreement.
Our failure to insist on or enforce strict performance of the terms and conditions of the Agreement shall not be construed as a waiver by us of any provision or any right it has to enforce the Agreement, nor shall any course of conduct between us and you or any other party be deemed to modify any provision of the terms and conditions of the Agreement.
This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any third party. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of us and you, respective successors and permitted assigns.
A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.