Adacts Advertiser Terms & Conditions

By registering for Adacts you agree that you have read, understand, and accept these Terms and Conditions. If you do not accept these Terms and Conditions please do not register for, or use, Adacts. Any divisions, agencies, partners, clients, or affiliates using your Adacts account are your responsibility and are bound by these Terms and Conditions.

Advertiser agrees that it is their responsibility to understand all the terminology, jargon, acronyms, and phrases used in these Terms and Conditions, which relate to internet advertisers in general, and the Adacts ad network. If any terminology, jargon, acronyms, or phrases are not understood Advertiser should not sign up for an Adacts Advertiser account, and should instead contact Adacts for clarification.

DEFINITIONS

Advertiser
Any company or individual who signs up for an Adacts advertising account with a view to buying traffic in the form of clicks, and/or Redirects, and/or impressions.
Publisher
Any company or individual who holds an Adacts Publisher account in order to display Adacts Ads on their Site/Apps, and/or deliver Redirect traffic.
Site(s)
Web site, mobile site, mobile app, where Publisher displays, or intends to display, Adacts Ads.
Ads
Refers to all advertisements that are served by Adacts onto Publisher’s Site – such as post-rolls, video ads, text links, rich media ads, banner ads, Redirect ads, interstitials, pop-unders.
Redirect(s)
The user is automatically redirected to the Advertiser’s web site, or mobile site, or app when they visit a Publisher’s Site which has Adacts Redirect code in place.
Agency/Agencies
Any ad agency, media agency, or reseller, who signs up to use Adacts on behalf of their clients.
Campaign(s)
A named collection of ads, or a single ad, belonging to a single Advertiser, sharing the same price and pool of funding.
Party/Parties
Refers to Adacts and/or Advertiser.
Spend
The funds spent on delivered impressions, and/or clicks, and/or Redirects.
SWA
An announcement, posted by Adacts, which is displayed in the Adacts Interface.
Interface
Refers to the user-interface which Advertiser has password access to when signed up to Adacts.

1. USING Adacts

Advertiser is solely responsible for their Campaigns, ad creatives/content/copy, targeting, billing, destination URL, destination web site / mobile site / app, and content/services/products/brands which are advertised, using Adacts. Adacts has no obligation to review Advertiser’s account, Campaigns, or Ads.

Adacts does not allow Ads that contain, or promotion of content/services that contain anything which is, or can be construed as: (i) morally questionable, (ii) illegal, (iii) illegal drugs promotion, (iv) racism, (v) provocative political, (vi) provocative religious, (vii) malware or virus, (viii) fraudulent or suspicious, (ix) not in line with the regulations as set by PhonePayPlus or any other country or region specific regulatory body, (x) misleading.

Adacts is self-serve. Advertiser is solely responsible for their Adacts Campaigns, including, but not limited to: activating Campaigns, pausing/stopping Campaigns, setting/changing auto top-up, adding/removing/moving funds, setting CPC/CPM prices, changing/creating Campaigns, changing/creating Ads (including adjusting categorisation of Ads), creative/banner upload, changing/adding/removing targeting, changing/adding destination URL’s or Click-to-Call numbers, changing/updating account details.

Advertiser understands that once they have set up their Campaign(s) they must request activation. Adacts aims to activate Campaigns within one UK working day, however Advertiser understands that Adacts cannot guarantee that this will always be the case.

If Advertiser asks Adacts to make any changes to their Adacts Advertiser account on Advertiser’s behalf including, but not limited to: activating Campaigns, pausing/stopping Campaigns, setting/changing auto top-up, adding/removing/moving funds, setting CPC/CPM prices, changing/creating Campaigns, changing/creating Ads (including adjusting categorisation of Ads), creative/banner upload, changing/adding/removing targeting, changing/adding destination URL’s or Click-to-Call numbers, changing/updating account details, Advertiser agrees and understands that all the changes made are still entirely the Advertiser’s responsibility, and that it is the Advertiser’s responsibility to check everything thoroughly, and ensure all changes and updates are accurate and correct. If there are any errors made, then Advertiser agrees to take full responsibility.

Adacts reserves the right to refuse service to any new or existing Advertiser for any reason, or no reason, at its sole discretion.


2. PAYMENT FOR ADVERTISING and FUNDING CAMPAIGNS

Advertiser is responsible for all payments transaction charges including, but not limited to, bank charges and credit card charges.

Adacts is a IN company. IN VAT, if applicable, will be deducted from the payment received. If Advertiser is an IN company and is VAT registered, Advertiser must supply their VAT number before making payment or VAT will be automatically deducted in accordance with IN VAT rules.

Advertiser may pause or stop a Campaign at any time. Advertiser can move funds between their Campaigns at any time. Adacts may, at its sole discretion, allow an Advertiser to transfer funds between different Adacts accounts.

Advertiser understands and agrees that a maximum of 2 Campaign Top-Ups are allowed per Campaign per day. Advertiser understands that adding funds to a Campaign more often than this could result in the Campaigns being stopped, and their account being locked and closed with all funds confiscated.

Return of Un-Spent Funds. On request Adacts will return any un-spent funds to the Advertiser. Any Advertiser/Agency bonuses/commission added to Advertiser account will not be paid to Advertiser/Agency,and will be deducted from the un-spent funds amount to be returned. Advertiser is liable for a 25 USD administration charge which will be deducted from the un-spent funds, and must also pay all transaction charges. Un-spent funds are returned to the Advertiser in 30 days. Advertiser account will be closed.

If Advertiser obtains impressions/clicks/Redirects that have not been paid for, whether intentionally or otherwise, for example from overruns or an Adacts system/statistics error, Advertiser agrees to pay for the impressions/clicks/Redirects by either allowing Adacts to deduct the funds from Advertiser’s account balance, or by paying an Adacts invoice.

Advertiser understands that there are three ways of funding Campaigns: Pre-pay – Adacts’s standard solution; Pay-Per-Spend (PPS); and Bulk Buy/Fixed Term bookings.

Pre-pay – Adacts’s standard solution

Funds will be allocated to Advertiser account only when payment has cleared into Adacts’s bank account. To ensure continuity of Campaigns, Advertiser understands that it is their responsibility to allow time for payments to reach Adacts and clear into their bank account. Adacts is not responsible for Campaigns that are paused due to lack of funds, nor for account top-up payments not being received on time.

Advertiser will be sent an invoice marked as ‘paid’ after payment is received, for the amount received. VAT will be deducted/shown, if applicable.

Pay-Per-Spend (PPS)

Adacts may, at its sole discretion, offer certain Advertisers the opportunity to work with Adacts on a PPS basis. Advertiser will be allocated credit within the Adacts interface. Once Advertiser has accepted the credit they can start running live Campaigns. Advertiser is under no obligation to spend all the credit. At the start of each month Advertiser will be sent an invoice for the previous month’s spend. The invoice must be paid strictly within 30 days. If payment is not received within 30 days all Campaigns belonging to the Advertiser will be immediately paused and remain paused until payment is received. If payment is still not received 7 days later Advertiser agrees to pay a 2.5% weekly cumulative interest charge until payment is received.

Bulk Buy, Fixed Term, Fixed Price bookings

Adacts may, at its sole discretion, offer certain Advertisers the opportunity to run bulk buy, fixed term, or fixed price campaigns. Advertiser agrees that they cannot change, amend, or alter such a booking, and the campaign must run for its agreed entirety. Bulk buy, fixed term, or fixed price Campaigns must be pre-paid.

Adacts reserves the right to set and negotiate specific payment terms, deals, relationships, and rates on an Advertiser-by-Advertiser basis.

Refund Policy

Payments are to be made via Wire to the account designated by Adacts. If an Advertisement is not accepted, Adacts or its designees shall return the fee paid upon submission of the Advertisement to Advertiser via either 1) bank wire, bank transfer, or 2) by mailing Advertiser a check to the postal address registered with Adacts. If a refund is not claimed within a 90-day time period, Advertiser forfeits the entire amount and the payment is canceled. Any check not cashed within its expiry period will be forfeited and the payment is canceled. Other than as specifically described above, all fees paid for Advertisements are nonrefundable.

Adacts and their designees reserve the right to, and in their sole discretion may, at any time review, reject, or remove any Advertisement. The sole liability of - Adacts to Advertiser for removal of any Advertisement is limited to a refund of any fees paid for Advertisements that have not yet run, if any. No liability of - Adacts or their designees shall result from any such decision.

Upon receipt of cancellation order, we will initiate the refund process if applicable. The refund will be made to the same payment option(s) originally used to pay for the order. In case an Advertiser used publisher earnings to fund the advertiser account, the balance will be transferred back to the publisher earnings account and payment will be made per the next payment cycle.


3. AGENCIES

Adacts, at their sole discretion, may allow Agencies to sign up to create accounts on behalf of their Advertiser clients. Any Advertiser accounts created through an Agency are the Agency’s responsibility and are bound by these Terms and Conditions.

Agency Commission. Agency will receive 15% commission on all Spend. Spend being defined as the funds spent on delivered impressions and/or clicks.

Pay-Per-Spend (PPS)

Adacts may, at its sole discretion, offer certain Agencies the opportunity to work with Adacts on a PPS basis. Each Advertiser account will be allocated credit within the Adacts interface. Once Agency has accepted the credit on behalf of Advertiser they can start running live Campaigns. Agency is under no obligation to spend all the credit. At the start of each month Agency will be sent an invoice for the previous month’s spend, for all their Advertisers. The invoice must be paid strictly within 30 days. If payment is not received within 30 days all Advertisers’ Campaigns belonging to the Agency will be immediately paused and remain paused until payment is received. If payment is still not received 7 days later Agency agrees to pay a 2.5% weekly cumulative interest charge until payment is received.


4. STATISTICS

Adacts’s technology and systems are the official counter for determining delivery of impressions, clicks, and Spend, for each Campaign. No other measurements or statistics of any kind shall be accepted by Adacts or have any effect under these Terms and Conditions.


5. PUBLISHER NETWORK

Publishers may reject your Campaigns and/or Ads at their own discretion.

Advertiser understands that Adacts operates as a blind network and does not disclose the names or URLs of its Publishers. However, Adacts may, at its sole discretion, reveal Publisher examples to Advertiser.

Ads placed may be subject to additional terms and conditions imposed by certain Publishers.


6. CLOSING ACCOUNT

Advertiser may stop using Adacts at any time by simply pausing/stopping their Campaigns. Advertiser can close their account by submitting a support ticket. The closed account will be deleted from Adacts’s system.

PPS Advertisers/Agencies understand that they must pay any outstanding invoices which are, or become due, after their account is closed.

Rude or abusive communication over any medium with Adacts, and any of its team, will not be tolerated. The Advertiser will have their account immediately closed. Un-spent funds may be confiscated.

Adacts may, at its sole discretion, pause or stop Advertiser’s Campaigns and/or close Advertiser’s account at any time.

Attempting to game the system, or actually gaming the system, by trying to obtain free impressions or clicks is not permitted and will be considered fraud. The ‘gamed’ funds will be recovered from Advertiser and Advertiser’s account will be closed. Legal action may be taken against Advertiser.

Advertiser accounts which have not been logged into, or used, for a period of 6 months will be deemed inactive. The account will be closed, and any un-spent funds confiscated.


7. SERVICE LIMITATIONS

Advertiser understands that Adacts operates as a self-serve marketplace. Advertiser understands that Adacts CPC/CPM prices, and inventory availability, can and will vary. Advertiser also therefore understands that raising their CPC/CPM price will not necessarily result in more impressions and clicks.

Advertiser understands that any figures or data which are viewed by Advertiser within the Adacts Campaign Planner or given to Advertiser by an Adacts team member, such as CPC/CPM rates and inventory volumes whether by country, OS, carrier/operator, wifi, handset type, are to serve only as a guide.

Adacts makes no guarantee regarding the levels of impressions or clicks that are available to Advertiser, nor any guarantee of the length of time it may take to deliver Advertiser’s Campaigns.

Adacts aims to reply to support tickets, and activate campaigns, within one UK working day. However, Advertiser understands that Adacts make no guarantee as to how quickly Support Tickets will be answered, or how quickly Campaigns will be activated.

Advertiser understands and agrees that from time to time the Adacts services may be inaccessible, unavailable, or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic upgrades, maintenance, or repairs; or (iii) causes beyond the control of Adacts such as interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability or inaccessibility of Sites, network congestion, or other failures; (iv) server, database, software, and hosting error/failure/problems. While Adacts makes best efforts to provide the services on a continuous basis, Advertiser acknowledges and agrees that Adacts gives no guarantee of the availability of the services on a continuous or uninterrupted basis. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of these Terms and Conditions.

Whilst Adacts makes best efforts to keep statistics error free, the Advertiser acknowledges that Adacts does not guarantee the statistics will be error free all of the time. If Adacts discovers a fault then Adacts will provide Advertiser with an explanation and an adjustment as the case may be.

Advertiser will not hold Adacts responsible for Ads that appear on inappropriate Sites. Advertiser understands that whilst Adacts has no intention of allowing Ads to appear on inappropriate Sites, the match up of Ads to Publisher Sites is done on a best efforts basis.

Advertiser understands that Adacts is under no obligation to provide any extra information, statistics, log files, or data outside that which is available to all Advertisers within the Adacts Interface. From time to time Adacts may, at their sole discretion, provide the requested extra information, statistics, log files, or data. In such cases an administration fee will be charged. The fee will be determined by Adacts, and will be based on the work required. The fee must be paid before the extra information, statistics, log files, or data is provided.

Adacts does not guarantee the quality of the click throughs or impressions. Advertiser agrees to not hold Adacts responsible for a poor return on investment, or conversion rates.


8. GENERAL

Representations and Warranties: Advertiser represents and warrants that the content/services/products/brands advertised, the Ads, and destination URLs: (1) are owned by or licensed to Advertiser; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner on any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libellous, slanderous or threatening; and (7) are free of viruses, trojan horses, trap doors, back doors, worms, time bombs, cancelbots, spyware and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information. Advertiser also represents, warrants and covenants that: (i) Advertiser has the power and authority to enter into and perform its obligations under these Terms and Conditions; (ii) Advertiser shall not be in violation of any obligation, contract or agreement by signing up for and using Adacts, by performing its obligations hereunder, or by authorising and permitting Adacts to perform the services hereunder; (iii) Advertiser shall comply with all of these Terms and Conditions, as amended from time to time; (iv) all information provided by Advertiser to Adacts, and on the Ads, is truthful, accurate and complete, and is not misleading in any way; (v) Adacts is hereby authorised by Advertiser to perform all the services described hereunder with respect to Advertiser. Advertiser grants Adacts the right to transmit the Ads to the Publishers’ Site.

Applicability

These Terms and Conditions constitute the entire agreement between Adacts and the Advertiser with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings, insertion orders, or agreements, written or oral, regarding such subject matter. Any rights not expressly granted in these Terms and Conditions are reserved by Adacts, and all implied licenses are disclaimed. Headings used in these Terms and Conditions are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect these Terms and Conditions.

Adacts may, at its sole discretion, sign an Advertiser’s insertion order, or agree to additional terms imposed by Advertiser. However, Adacts’s Terms and Conditions take precedence over Advertiser’s insertion order and/or additional terms.

Adacts may, from time to time, amend these Terms and Conditions without notice. If there is a conflict between two versions of the Terms and Conditions to which you have agreed, the more recent version, which is live on Adacts’s web site, shall take precedence.

PR and Marketing: No press releases; promotional or merchandising materials; or general public announcements shall be made without the mutual consent of both Parties.

Remedy: If any Advertiser violates or refuses to partake in their responsibilities, or commits fraudulent activity against Adacts, Adacts reserves the right to take appropriate legal action to cover its damages.

Assignment: No rights or obligations under these Terms and Conditions may be assigned by Advertiser or Adacts without the prior written consent of the other Party.

Ability to enter into these Terms and Conditions: By signing up to Adacts, Advertiser warrants that Advertiser (or Authorised Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot accept to these Terms and Conditions.

Confidentiality: Each Party agrees not to disclose Confidential Information of the other Party without prior written consent except as provided herein. Confidential Information includes (i) Anything contained within the Adacts interface (ii) Ads/Campaigns (iii) statistics (iv) data (v) technical information (v) Adacts/Advertiser company information (vi) Adacts systems and processes. It does not include information that has become publicly known through no breach by a Party, or has been (i) independently developed without access to the other Party’s confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.

Non-Circumvention: Whilst Advertiser has an Adacts account, and for a period of six months from the closing of Advertiser’s account, Advertiser agrees that it will not contract with, solicit, recruit or encourage, directly or indirectly, any Publisher that is known by Advertiser to be an Adacts Publisher for purposes of providing Ads directly through such Publisher. Whilst Advertiser has an Adacts account, and for a period of six months from the closing of Advertiser’s account, Advertiser may not contact Adacts’s affiliates, clients, partners, staff, or contractors, directly or indirectly to solicit the business of said affiliates, clients, partners, staff or contractors.

Relationship of Parties: These Terms and Conditions do not constitute, create, or give effect to any joint venture or partnership.

Notices: Except as expressly set forth herein, any notices to be given by Advertiser pursuant to these Terms and Conditions shall be in writing and sent by Adacts support ticket. The receipt of such notice shall constitute the giving of notice thereof. Any notice to be given to Advertiser pursuant to these Terms and Conditions may be sent by Adacts support ticket, email to Advertiser’s email address as identified in Advertiser’s account information, or given as an SWA within the Advertiser interface. The sending of such notice shall constitute the giving of notice thereof.

Damages: In no event shall either Party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising from the provision of services.

Waiver: No waiver of any term, provision or condition of these Terms and Conditions, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by both Parties.

Indemnification: Both Parties will at all times indemnify and hold harmless the other Party from and against any and all losses arising out of any breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other Party.

Severability: If any provision of these Terms and Conditions is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.

Legal Fees: If any action in law or in equity is necessary to enforce these Terms and Conditions, the prevailing Party will be entitled to reasonable legal fees and costs and expenses in addition to any other relief to which such Party may be entitled.

Force Majeure: Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or have defaulted under or breached these Terms and Conditions for failure or delay in fulfilling or performing any part of these Terms and Conditions when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party.

Limitation of Liability: Adacts shall not have any liability to Advertiser for lost profits or other consequential, special, indirect or incidental damages, based upon a claim of any type or nature (including, but not limited to, contract, tort, including negligence, warranty or strict liability), even if advised of the possibility of such damages. in any event Adacts’s total obligations and/or liability can never exceed the value of the specific advertising Campaign in question.