Advertiser TOS
ADSHACK.COM ADVERTISERS TERMS AND CONDITIONS
By becoming an Advertiser you agree to be bound by these Terms and Conditions.
1. Definitions
In these Conditions the following words have the following meanings unless the context requires otherwise:
“Advertiser”
means an individual or organisation who wishes to Advertise their Web Site on the AdShack Network;
“Advertisement”
means an advertisement, which has been accepted by us, placed by an Advertiser;
“Ad Code”
means the JavaScript code (or other specified code) supplied by AdShack that once placed on a Publisher’s site initiates a request for Advertisements when an impression is generated;
“Advertiser Sites”
means the Web Site or Sites that an Advertiser has elected for promotion using Advertisements placed on the AdShack Network;
“Campaign”
means each separate Advertising Campaign, which is a group of Adverts;
“Consequential Losses”
means any loss of profits, damage to goodwill, economic and similar losses, special damages, indirect losses, business interruption, loss of business contracts, loss of opportunity and/or loss of production;
“Contract”
means any contract between you and us incorporating these Conditions for the provision of the Services;
“Liability”
means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Network”
means our web-based advertising network which allows Advertisers to display Advertisements on Publishers’ Web Sites;
“Publisher”
means an individual or organisation who has registered with us as a Publisher and who has agreed to display Advertisements for a share of the revenue generated by Actions;
“Services”
means the services to be performed by us for you more specifically described on the Web Site;
“Web Site”
means “AdShack.com”;
“Working Day”
means any day from 9.00 am until 5.00 pm which is not a Saturday, Sunday or statutory public holiday in England;
“Actions”
means valid clicks determined by the AdShack tracking systems;
“Publisher Sites”
means the Web Site or Sites that a Publisher owns upon which they have placed the AdShack Ad Code in order to show Advertisements;
2. Basis Of Contract
2.1 These Terms and Conditions shall govern the agreement between you and us as an Advertiser to the exclusion of any other Terms or Conditions. By commencing a Campaign you agree to accept these Terms and Conditions.
2.2 These Advertiser Terms and Conditions supersede all previous Advertiser Terms and Conditions and shall replace any Advertiser Terms and Conditions previously notified to you.
2.3 No variation to these Conditions shall be binding on us unless agreed in writing, including by email, between you and us.
2.4 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Services unless confirmed by us in writing.
2.5 No oral warranties or representations shall bind us (unless given by one of our Directors).
2.6 You acknowledge that you do not rely on any representation and/or warranty that has not been made in accordance with these Conditions.
2.7 We may modify these Terms and Conditions at any time. Your continuation as an Advertiser shall be deemed to be your acceptance of any modification which will apply to any subsequent campaigns placed by you.
3. Duration
3.1 This Contract begins when we accept your application to become an Advertiser and will continue until terminated in accordance with these Terms and Conditions.
4. Contract And Campaigns
4.1 We are under no obligation to accept your application to become an Advertiser.
4.2 You shall be responsible for the accuracy of the information you provide to us for registration purposes and for giving us any information necessary for us to perform the Contract.
4.3 We try to ensure that all details contained within the Web Site are as accurate as possible. On the occasion that there is an error, we will advise you about it, if relevant, as soon as possible.
4.4 If you cancel this Contract for any reason you shall have no further recourse against us under this Contract.
5. Performance
5.1 Dates for performance cannot be guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond our reasonable control.
5.2 If you and we agree that we have not run a Campaign in a satisfactory manner, your sole remedy is that we will run the Campaign again at no additional costs to you. If your Campaign was time dependent and a rerun would be, in our reasonable opinion, too late, our maximum liability to you will be a refund of the cost of the Campaign.
5.3 We may create fictional clicks, which we will not charge for, to run checks on your Web Site.
6. Advertising Agencies
6.1 If you are an advertising agency, you shall be deemed to contract as principal and will be responsible for all payments due under the Contract
7. Services
7.1 We shall monitor the number of Actions relating to each of your Advertisements.
7.2 We shall display the results of the monitoring set out in clause 7.1 on our Web Site with the corresponding amount of fees to be paid by you.
7.3 If you dispute any of the Actions displayed on our Web Site, you must contact us within 3 days of the first display of those Actions. If we continue to disagree with you over the results from clause 7.1 our decision will be final.
7.4 If you are entitled to any credits as a result of a promotion by us, such credits must be used within 90 days of the date that you and we enter into the Contract to which the promotional offer applies.
8. Payments, Price and Credit Checks
8.1 All payments must be made up-front, in advance of the provision of the Services by credit card and are non-refundable and can only be applied toward future clicks on the AdShack network.
8.2 You will be informed in writing by us of any variation to our charges not less than 30 days before such increase takes effect.
8.3 Our prices are exclusive of any applicable VAT for which you shall additionally be liable.
8.4 You must notify us immediately and within 24 hours of any query you have in relation to an invoice or you will be deemed to have accepted the amount set out in that invoice.
8.5 Payment shall not be deemed to be made until we have received cleared funds in respect of the full amount outstanding. Time for payment shall be of the essence.
8.6 You shall pay all sums due to us under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
8.7 If any Services are cancelled or this Contract terminated before completion of the Services we shall be entitled to be paid on a quantum meruit basis for that part of the Services performed. We may invoice you accordingly and such monies shall be immediately due for payment.
8.8 You must keep us informed of your current contact details.
8.9 We may make further enquiries about you with credit reference agencies at any time during this Contract.
9. Your Responsibilities
9.1 You must be at least 18 years of age.
9.2 You are entirely responsible for the form and content of your Advertisements.
9.3 You shall ensure that all of your Advertisements comply with all relevant legal requirements and codes of practise.
9.4 Your Advertiser Sites must not contain anything which is prohibited, defamatory, profane, obscene, illicit, illegal, contrary to public decency or law and order or which infringes, or is likely to infringe, the rights of third parties, which causes annoyance or unnecessary anxiety or which contains a virus.
9.5 You shall ensure that none of your Advertisements and Advertiser Sites encourage unlawful behaviour, are aimed at children under 13 years of age or encourage minors to buy products which it is illegal for them to purchase.
9.6 You shall indemnify and keep indemnified both us and the publishers against any and all losses, claims, actions, damages, costs (including legal costs on a full indemnity basis) expenses and any other losses and/liabilities which we or they may suffer as a result of your breach of clauses 9.3 to 9.5.
9.7 We, in our absolute discretion, reserve the right to withdraw any particular Advertisement which we consider to be unsuitable.
9.8 You grant to each Publisher a royalty free non-exclusive licence to publish each of your Advertisements on the nominated Web Site of the Publisher.
9.9 We have no Liability if an Advertisement fails to operate properly or if any web site which can be accessed as the result of Actions fails to operate properly.
10. Security and Passwords
10.1 When you sign-up, you will be asked to provide a password and security question, personal and confidential to you, which must not be disclosed to and/or shared with any other person except us.
10.2 You are solely responsible for the use of your sign-in details and should keep them confidential. Use of the Services using your email address and password is deemed to be use of the Services by you, unless until you inform us of the loss, theft or use by a third party of the password.
10.3 You acknowledge the risk, when using the Internet, other Network communication facilities, telephone and/or other electronics means to communicate, that data (including personal data), the Network and/or the Services, may be accessed by and/or interfered with by unauthorised third parties.
10.4 If you know or suspect that your password or security question has been lost, stolen or used by another, you must inform us immediately to allow us to change the password or security question.
10.5 If you know or suspect that any Actions relating to your Campaign are caused by the use of automated, programmed, repetitive, artificial, incentivised, misleading or similar methods, including but not limited to robots, spiders, auto-spawning browsers, auto reloading, meta refreshes, blind text links, misleading links, forced clicks, incentivised clicking, coding to alter click or conversion counts, script generators or any other form of artificial traffic with the intention of increasing revenue due from Actions, you must inform us immediately.
10.6 If you know or suspect that Advertisements links are contained on web sites which contain content which is extremist, prohibited by law, defamatory, degrading, in bad taste, obscene, violent, related to bomb-making or hate-mongering, infringing of third party intellectual property rights, infected by a virus, contain spyware, contain peer-to-peer technology, or relates to illegal substances or child pornography, piracy, hacking, and phreaking you must inform us immediately. If you know or suspect that Advertisements are published on web sites which or that employ cloaking, or sites that are under construction, or contain no meaningful content or where the content is obscured by another page you shall inform us immediately. Additionally, if you know or suspect that Advertisements are published on web sites which contain materials that infringe third party intellectual property rights for example but not limited to illegal mp3, mp4, DivX, warez, software cracks, EMU or ROMs you must inform us immediately.
11. Confidentiality
11.1 You agree that you will keep confidential and not use except for purposes contemplated by this Contract all information relating to the Services and all our confidential business information, which may be disclosed to you or which you may learn except where such information is public knowledge or is required to be disclosed by law.
11.2 We may use statistics from your Advertisements to carry out advertising research, providing we treat the results so that you cannot be identified.
11.3 We may refer to our work for you and our relationship with you for marketing and promotional purposes. We shall not release press releases without your consent.
12. Default
12.1 If you:-
12.1.1 fail to make any payment to us when due;
12.1.2 breach a material term of this Contract;
12.1.3 breach a term of this Contract and, if the breach is capable of remedy, have not remedied the breach within 30 days of receiving notice requiring the breach to be remedied;
12.1.4 persistently breach any one or more terms of this Contract;
12.1.5 cease or threaten to cease to carry on business, or propose to compound with your creditors, apply for an interim order under Section 252 Insolvency Act 1986 or have a Bankruptcy Petition presented against you, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of your assets, or take or suffer any similar action in any jurisdiction;
12.1.6 appear to us due to your credit rating to be financially inadequate to meet your obligations under the Contract; and/or
12.1.7 appear reasonably to us to be about to suffer any of the above events; then we have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 12.2 below.
12.2 If any of the events set out in clause 12.1 above occurs in relation to you then:-
12.2.1 we may withhold the performance of any Services and cease any Services in progress;
12.2.2 we may cancel, terminate and/or suspend without Liability to you any agreement with you; and/or
12.2.3 all monies owed by you to us shall forthwith become due and payable.
13. Limitations On Liability
13.1 We shall have no Liability for defective Services:
13.1.1 where the defect has been caused or contributed to by you;
13.1.2 if the price for the Services has not been paid in full by the due date for payment; and/or
13.1.3 unless the event is notified to us within the appropriate time limit set out in this Contract.
13.2 We shall have no Liability to you:
13.2.1 for damage, loss, liability, claims, costs or expenses caused or contributed to by your continued use of defective Services after a defect has become apparent or suspected or should reasonably have become apparent to you.
13.2.2 to the extent that you are covered by any policy of insurance and you shall ensure that your insurers waive any and all rights of subrogation they may have against us.
13.2.3 for any matters which are outside our reasonable control; and/or
13.2.4 for any Consequential Losses.
13.3 You shall give us a reasonable opportunity to remedy any matter for which we are liable before you incur any costs and/or expenses in remedying the matter yourself. If you do not do so we shall have no liability to you.
13.4 You shall be under a duty to mitigate any loss, damage, costs or expenses that you may suffer.
13.5 Our total Liability to you shall not exceed the amount that you have paid us under this Agreement until the event giving rise to the Liability.
13.6 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
13.6.1 Liability for breach of contract;
13.6.2 Liability in tort (including negligence);
13.6.3 Liability for breach of statutory duty; and
13.6.4 Liability for breach of Common Law.
except clause 13.5 above which shall apply once only in respect of all the said types of Liability.
13.7 Nothing in this Contract shall exclude or limit our Liability for death or personal injury due to our negligence or any Liability which is due to our fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
13.8 All warranties, terms, Conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
14. Termination
14.1 In addition to the termination rights set out at clause 13.1.2, we may suspend or terminate this Contract without notice if you breach any of the Terms and Conditions set out in clause 9 or commit any other material breach of this Contract.
14.2 Either party may terminate this Contract on 8 weeks’ written notice.
14.3 We may terminate this Contract and the provision of the Services at any time. If this termination is not due to your actions or omissions under paragraphs 9 or 12.2, we will reimburse you for General Charges you have paid and for which you are not receiving these Services.
15. General
15.1 You agree to indemnify and keep indemnified us against any and all losses, proceedings, lost profits, damages, awards, expenses, costs (including increased administration costs and legal costs on a full indemnity basis), claims, actions and any other losses and/or liabilities suffered by us and arising from or due to any breach of contract, any mistakes in the content of any Advertisements, any tortious act and/or omission and/or any breach of statutory duty by you.
15.2 No waiver by us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
15.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
15.4 We shall have no Liability to you for any delay in performance or failure to deliver all or any part of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside our reasonable control including but not limited to acts of God, power outages or surges, Network disruption, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. We shall have no liability to you if we decide to withdraw any of your Advertisements due to professional embarrassment or bad taste, for example in connection with a terrorist incident.
15.5 You shall not assign your interest in the Contract (or any part) without our written consent. We may assign all or part of our interest in the Contract.
15.6 All third party rights are excluded and no third party shall have any right to enforce this Contract.
15.7 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.