CONTENT EXCHANGE ADVERTISING PLATFORM TERMS & CONDITIONS (MSA) FOR ADVERTISERS
We’re happy to have You onboard of Content Exchange Self-serve Advertising platform! We are glad You’ve selected us as Your trusted ad tech partner. From now on, Content Exchange Self-serve Advertising platform, owned by I.R.V. d.o.o., Podružnica Ljubljana, Leskoškova cesta 12, 1000 Ljubljana (“I.R.V.”), will provide You with software for executing programmatic advertising campaigns.
Standard conditions are integral parts of advertising service contracts. A prerequisite for the provision of the below-mentioned services comes customer agreement. Thus, by using our services You automatically agree to these terms of service. Thereafter, You need to thoroughly read through these terms in order to be aware of all obligations bestowed upon You.
This Master Services Agreement (“Agreement”) defines Terms and Conditions for the use of Content Exchange Self-serve advertising platform and is entered into between You and I.R.V. d. o. o., Podružnica Ljubljana, Leskoškova cesta 12, 1000 Ljubljana (“I.R.V.”), and sets forth the legally binding terms between You and I.R.V. that govern the delivery of services (individually, a “Service,” and collectively, the “Services”) between You and I.R.V.
- Acceptance. By using I.R.V.’s services, You agree to be bound by these Terms and any applicable service terms and conditions attached, later agreed to by You online, or later incorporated into this Agreement by You and I.R.V. (collectively, the “Terms & Conditions”).
- Account. Upon the execution of the Terms, You will create a unique, password-protected Account and such use is subject to Your creation, and I.R.V.'s approval of Your account (“Account”). By creating an Account, You represent and warrant that You are at least 18 years of age and that You possess the legal right and ability to agree to and be bound to these Terms. You agree to be financially responsible for Your Account and to comply with Your responsibilities and obligations as stated in these Terms and in any policies or procedures posted on the I.R.V.’s website, including but not limited to those for deposits of funds, account cashouts, payment methods, and refunds. To register an Account You will be required to submit an email address and password and Company Name. You agree that You will not knowingly select or use the email address of another person or impersonate another party, or use an email address that I.R.V. may consider as inappropriate or offensive. I.R.V. may refuse to permit You to use a specific Account name or email address for any reason. You are responsible for safeguarding and maintaining the confidentiality of the Account/contact information and associated password. You are entirely responsible for the accuracy of Your information and keeping it up-to-date; failure to do so will constitute a breach of these Terms and I.R.V. reserves the right to terminate Your Account. You must immediately notify I.R.V. of any unauthorized use of the Account or any other breach of security of which You become aware. You agree that You will be liable for any activity performed by anyone using the I.R.V. services with Your Account. If we are unable to verify any information, You provide to I.R.V., and if we believe that, Your actions are illegal, fraudulent, harassing, abusive, or may cause legal liability or other harm for I.R.V. Account holders, or any other party – we reserve the right to terminate or to suspend access to Your Account at any time. You should be aware that Your Account is a dashboard belonging to I.R.V. You therefore have no proprietary interest in Your Account, and accordingly, I.R.V. reserves the right to view, monitor, and/or record activity in Your Account without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity. I.R.V. will also comply with all court orders involving requests for such information. In addition to the foregoing, I.R.V. reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt Your operation of or access to Your Account for any reason. By entering this agreement Your guarantee to I.R.V. that You’re eligible to do so. If You are creating a personal account on behalf of a different company, You also guarantee to I.R.V. that You hold a legal capacity to close this deal on behalf of the company You represent, and binding an obligation of any entity that You may represent.
- Responsibility for Your account. It is Your own responsibility to ensure correct information when You access platform services like entering bid prices, criteria, or destination URL. As soon as delivery filters are configured You are solely responsible for campaign running.
- Account suspension effects. If Your account has been terminated, You need to instantly delete all downloadables that You derived from I.R.V. and stop accessing I.R.V. services.
- Opening new accounts. In case I.R.V. terminates or suspends Your account the execution of it comes immediately. It means that from this moment You will not be able to access services, nor will You be able to create a new account on the platform. If it comes to I.R.V. attention that You run another account on Content Exchange Self-serve Advertising platform (information based on personal data, content type, etc.), I.R.V. may terminate this related account instantly too.
- Access. I.R.V. provides You with all necessary platform functions and revocable access to the platform features necessary for advertising campaign delivery: taking part in online auctions, finding suitable ad slots, bidding, purchasing and displaying ads on publisher’s inventory, storing the creatives at ad servers, measurement and attribution of the performance results with system analytics.
- Data. As between You and I.R.V., You own the data about the Company. You grant Us the right to use and disclose the data about the Company (i) as part of the overall statistics on service provision; (ii) in order to provide, support and improve the Services and manage them (iii) on Your decision in relation to Your use of the Services (including to the third parties, whose services You decide on using) and (iv) in order to exercise Our rights under this Agreement. We retain the Data about the Company in accordance with the agreed procedure.
- Data confirmation. Additional information may be required in case we need to confirm certain data: email ownership or copies of documents that confirm Your identity. You entitle I.R.V. or a third party entity, to: make any requests in order to validate the data considering Your identity or other information in case of necessity, and, fetch additional information considering Your identity, corporation or other entity You represent in case of necessity.
- Information update. It is Your own responsibility to keep Your personal data valid and relevant to I.R.V. In case important information or any piece of it is no longer correct, You need to inform I.R.V. as soon as possible and provide the new, relevant one.
- Payment Terms and Funding Your Account. I.R.V. requires payment in advance for all Advertiser accounts. Advertisers must initially fund their accounts in order to activate the campaigns, with minimum 10 €. All accounts that have no deposited funds are placed on hold and all the advertising campaigns are stopped, until the account is funded. If Your Account is inactive for a twelve-month period (i.e., You did not log into Your account during 12 months), Your Account balance will be charged as an inactive fee, meaning Your balance will be €0 and Your account will be closed. I.R.V. may, but has no obligation to, give You prior notice of the imposition of any inactive fee. Payments to I.R.V. Any payments to I.R.V. can be executed in two ways: (i) payment systems (e.g. Paypall, Stripe) or (ii) wire transfer. In both ways, the costs related to the deposit of funds are imposed on You. Any deviations from the payment terms in this Agreement will be specified in the applicable Terms & Conditions. Managed Services: Our team of Content Exchange experts will gladly manage your campaigns on your behalf. Payment for managed services is charged on monthly basis and calculated from the Gross Platform Spend as stated in the table below:
|Managed Services Fees||Period of Invoicing||Price||Units|
|RTB Managed Service Fee||Monthly||15.00%||Gross Platform Spend|
|RTB Managed Service Minimum Fee||Monthly||350.00||Campaign|
Taxes. All amounts are exclusive of taxes and payable in EUR only unless otherwise agreed by the parties. You agree to pay all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed on You by any state or local governmental entity in connection with the delivery or Your receipt of the Services.
- Methods of payment. The recommended payment for the platform usage should be at least €1 000.00 for Your first campaign. (First Deposit). The amount of the First Deposit should be deemed a non-refundable Guarantee deposit, which serves as a monetary guarantee for the safe and proper usage of the platform on Your side, covering the maintenance and I.R.V. efforts regarding Your launch on the platform. The Guarantee deposit is non- refundable in any case and You accept and agree that in the case of the requested refund for any reason, of whatsoever nature, such First Deposit shall be excluded from the amount of the requested refund. After, You need to deposit at least € 100.00 every time Your account gets refilled. Accepted form of payment - Euro. You are in charge of providing correct and valid information each time You make payments. Please always thoroughly verify and double-check such information as payment sum, credit card number, expiry date, as well as wire information. Third-party providers are responsible for payment execution between You and I.R.V. In this regard, no guarantees can be made considering the time it takes for the funds to be transmitted to Your account. For the credit card holders, the funds are usually transmitted immediately to the account. For PayPal or wire users processing may take longer (up to a few days). For the period of inactivity more than 6 months (no ad purchasing took place, no account refills were made, or no logins to Your account were detected), Your account will be closed and Your balance will be set to €0, which is called ‘inactive fee.’ Notice, that I.R.V. is not obliged to notify You about the inactive fee and the account deletion. For the period of inactivity more than 3 months (after You deposited Your first payment) Your account also will be closed and Your balance will be set to €0, due ‘inactive fee’ application.
- Refund politics. In case You want to delete Your Content Exchange account, You need to send us a written notice about such a decision. In this case, the remaining account balance will be refunded by I.R.V. (minus administrative fee - 15%, and minus the Guarantee deposit, if applicable, which is extracted from the remaining account balance in 30 days). Refunds might be requested not later than within 45 (forty – five) days as of the date of the allocation of the funds to Your Content Exchange account. Refunds request should be made in writing, providing the details of the payment source that was used to execute the payment, written notice should be sent to the representative of I.R.V. and will be processed within 30 (thirty) days as of the date of receipt of the written request. The refund requested with incorrect payment details is not subject to processing and will be returned to You without an execution. Refunds are made strictly to the payment source that was used to execute the payment. This way, for instance, in case You used a credit card before, I.R.V. will transfer refunds to this credit card. Sometimes, for safety reasons, You may be asked to provide additional documentation or data that will help I.R.V. verify Your identity. After this, the refund can be executed. No refunds are provided to the demand parties whose account is terminated due to malicious, fraudulent or inappropriate content, including but not limited to auto direct links, deceptive advertising, adult thematics, prohibited products and services, dating, etc. which may be detected by I.R.V. or vendor. In such cases, Your account can also be terminated for an indefinite time (until You provide appropriate advertising material).
- Limitations in CPM for ad units. Please note the following details: Allowed CPM floor for the banner ad units is €0.50. For native ad units €0.70, for pre-roll videos in small payer is €3.00, for pre-roll videos in medium payer is €5.00, and for pre-roll videos in large payer is €7.00.
- Buying. Content Exchange Self-serve Advertising platform allows You to bid per impression. This means that when You make a bid, a programmatic algorithm offers the supply side to purchase inventory. When the offer is accepted at the supply side, it means inventory purchase was successful. Once a bid is accepted by the supply side, inventory purchase can’t be reversed. In order to investigate purchases for a certain period, You can generate reports in real-time right in the Content Exchange Self-serve Advertising platform dashboard. Statistics represented within the platform is a trustworthy source of information and will prevail in relevance over all other outer sources of statistics.
- Content. All content in advertisements bought or sold through Content Exchange Self-serve Advertising platform, whether publicly posted or privately transmitted, are the sole responsibility of the party from which such Content originated. Under no circumstances will I.R.V. be liable in any way for any Content. You agree that You must evaluate and bear all risks associated with the use of any Content. You are solely responsible for all Content that You submit to be placed as advertising or that You upload, post, display, email, transmit or otherwise make available through the Content Exchange Self-serve Advertising platform. I.R.V. does not control the Content and does not guarantee the accuracy, integrity or quality of any Content. I.R.V. reserves the right to terminate or limit Your access to services at its own discretion.
- Prohibited Content. Our policy regarding prohibited content contains recommendations on types of advertising materials which can be considered appropriate. When advertisers place orders, each ad is tested for compliance with these rules. Rejected type of content includes: (i) Materials that propagandize violence [IAB25-2]; (ii) Adult sexual content, products, and services of sexual nature [IAB25-3]; (iii) Content encouraging discrimination, hate [IAB25-5] or offensive content, profane materials [IAB25-4]; (iv) Weapons and related goods [IAB26-1] (Illegal Content); (v) Drugs and supplies for them [IAB26-1] (Illegal content); (vi) Tobacco products and all related supplements, which include equipment for electronic smoking [IAB9-9]; (vii) Materials that include mentions or related to hacker attacks, fraud, spyware, malware, and hardware/software damage. [IAB26-3]; (viii) Materials that violate copyright that includes but is not limited to torrents, P2P sharing, warez [IAB26-2], and other types of illegal sharing. [IAB26-4]; (ix) It is forbidden to advertise fake, counterfeit, and potentially dangerous products or services [IAB26-4]; (x) Illegal goods, services and content encouraging bomb-making, and sharing the information considering socially dangerous activities [IAB26-1] (Illegal Content); (xi) Content generated by the user that didn’t undergo necessary moderation [IAB25-1]; (xii) Clickbaits and content that encourages users to perform a specific action: click or download. [IAB25-7]; (xiii) Content related to traffic generation propositions, including fraudulent one [IAB26-1]; (xiv) Content that contains false or misleading statements, such as a quick way to get rich, etc; (xv) Religious content or content related to certain spiritual practices [IAB23] or communities that may include racial, national groups, sexual orientation [IAB25-5], social status like ‘veteran’ or else. [IAB23]; (xvi) Content with scenes of abuse [IAB7-28] or substance abuse [IAB7-42]; (xvii) Content containing hunting, and shooting to animals [IAB17-18]; (xviii) Recreational drugs; (xix) Advertising of products that are subjected to state registration (in the absence of such registration); (xx) Endangered animal species products [IAB26-1] (Illegal Content).
- Restricted Content. (i) Content featuring alcoholic beverages [IAB8-5], [IAB8-18]; (ii) Online gambling services, casinos (with a feature of real money cash out) [IAB9-7]; (iii) Lotteries [IAB3-7]; (iv) Prescription medicines, food supplements, and health products. [IAB7-5]; (v) Finance consulting services, [IAB13-1], Loans [IAB13-2], IAB13-4 Financial Planning, [IAB13-5] Hedge Funding, [IAB13-6] Insurance, [IAB13-7] Investing, [IAB13-8] Mutual Funds, [IAB13-9](Options), [IAB13-10] Retirement Planning, etc.; (vi) Information associated with political campaigns [IAB11-4]; (vii) Pregnancy content [IAB6-7]; (viii) Freebies and contests [IAB22-1].
- Necessary requirements for ads. Since the legal framework is changing within the advertising industry, after some time certain regulations here may be substituted with different ones. In this regard, we recommend You to regularly review these requirements for ads in order to stay compliant. All ads You submit to Content Exchange Self-serve Advertising platform need to correspond to the following rules: (i) Technical specifications. These rules will be automatically updated and delivered to You within Content Exchange Self-serve Advertising platform; (ii) Rules that are valid for the publisher’s website You want to show Your ads on. These rules determine characteristics of advertising that publishers consider acceptable for their inventory. Over a particular time span, they can be modified. In case You are not sure whether Your ad meets the publisher’s recommendations, You get in touch with a representative of I.R.V. before You load the ads and start a campaign. By doing this You may prevent possible account suspension, fines or other undesirable consequences; (iii) Policy regulations and requirements. The content of policies is valid not only for ads You submit to Content Exchange Self-serve Advertising platform but also to the landing webpage that ad links to. Please, keep track of possible changes and updates on the demand policy page; (iv) By using I.R.V. services continually You accept these rules and applicable regulations in Slovenia, the country of Your residence, and country where the ads are broadcasted; (v) Compliance violation. From time to time I.R.V. will monitor the ads and verify if they meet current submission requirements. It applies to the newly submitted ads and the ads that are already running on the platform (those that have been approved before). This procedure exists solely for the sake of ongoing compliance with eligibility standards. In case we reveal the ads that don’t comply or violate regulations in any possible way, we reserve the right to remove it and suspend/delete Your account altogether.
- Prohibited Attributes. You must never serve ads with these creative attributes: (i) Auto-redirect ads – these are ads that automatically redirect the user without the user’s engagement or action (e.g., click, touch); (ii) Deceptive ads that resemble user interface elements (e.g., text boxes), and/or ads that do not ask the user for permission before initiating any services/fees. This includes click-to-call and click-to-subscribe ads that do not include an intermediary land page or another prompt that clearly explains the terms and/or fees associated with the call or subscription; (iii) URLs that lead the user to the page contradicting with content that was promised by the initial ad; (iv) Creative that aims to install on the user’s device spyware, or potentially harmful software; (v) .apk files that bypass AppStore and Google Store; (vi) Phishing techniques aimed to ask users to disclose their personal information; (vii) Creatives that replicate system device notifications and messages - Windows Dialog or Alert Style, play, chat, and other system functions; (viii) Ads which are initiated or downloaded automatically without user permission. It may bear potential safety risks for the user.
- Advertising liability. The ads You make, upload, and serve using I.R.V. services are the matter of Your responsibility. Thus, any loss or harm that they may cause to others is also a matter of Your personal concern. The moment You start using I.R.V. services, You represent Yourself as an eligible party for delivering digital advertising. In case Your ads affect the operation of our vendor, we leave ourselves the right to transfer Your contact info to this party for further proceedings.
- Ad quality approval. You need to get approval from I.R.V. before You are allowed to start running the ad on Content Exchange Self-serve Advertising platform. I.R.V. feature integrations with traffic safety providers that monitor the traffic purity 24/7 and prevent advertising fraud and any kind of other malicious content. In order to increase the chances for successful ad approval, You should make sure it strictly corresponds to the parameters specified for it, and that it meets necessary requirements and comply with basic policies of IAB (www.iab.com).
- Intellectual Property. The license for the ad unit. I.R.V. needs the right to process Your ad on the platform in order to execute advertising campaigns on Your behalf and deliver to You related services in the short and long-run perspective. When using I.R.V. services You automatically agree to: (i) Provide to I.R.V. and its vendors, a non-exclusive, royalty-free right to apply, deliver, publish, distribute, adapt, reproduce and transfigure the ad units exclusively for the purposes of which the platform is intended to be used; (ii) The same rights You provide to I.R.V. and its vendors to aggregate, use and transfigure the data accompanying Your ads. This also applies to Your name, logo, which can be used on each of their respective web sources and promo materials; (iii) Grant to I.R.V. legitimate rights to display ads through their services, and that by doing so You don’t trespass any terms and conditions of this agreement or any other agreement or personal/corporate rights; (iv) The logo of Content Exchange, domain ‘https://dsp.adnetwork.agency/,’ affiliated licensors/vendors, and related trademarks are possessions of I.R.V. and You can’t copy or reuse them without taking written consent from I.R.V. This also applies to I.R.V. custom graphic elements, icons, page headers, scripts, styling, and/or the same components of its licensors; (v) This means that listed above items are exclusive belongings of I.R.V. and its vendors and licensors. These are protected by copyright and intellectual property rights. In order to execute Your customer rights, I.R.V. and its affiliates will have to use Your name and trademark (if necessary) for featuring Your business on the website or in marketing materials.
- Confidentiality. “Confidential Information” of a disclosing party under this Agreement (“Discloser”) means all of the Discloser’s non-public information, including without limitation, the terms of this Agreement. Confidential Information of Discloser shall not be used by the other party hereto (“Recipient”) for any purpose other than performing Recipient’s obligations or exercising Recipient’s rights as contemplated in this Agreement or the applicable Terms and Conditions, and subject to the terms of this Agreement or any applicable Terms & Conditions, Recipient will not disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent. Recipient agrees that it shall treat all Confidential Information of Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information (i) to the extent required by law or (ii) to its employees, attorneys, accountants, banks, and other financing sources and their advisors under an obligation of confidentiality; provider, however, Recipient uses its best efforts to provide advance written notice to Discloser of such disclosure and work in good faith with Discloser to procure or obtain any reasonable protections with respect to the Confidential Information.
- Representations and Warranties. Each party represents and warrants to the other party that: (i) it holds all rights necessary to perform its obligations hereunder; (ii) all information provided by it to the other party is complete, correct, and current; (iii) it will operate in accordance with all applicable privacy policies and all applicable laws, rules, and regulations, including without limitation, applicable privacy and data security laws, rules, and regulations; (iv) it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable law to conduct its business generally; (v) it has the full right, power and authority to use all intellectual property or data in performing the Services and to grant any rights and licenses set forth in this Agreement or applicable Terms & Conditions; and (vi) it will not infringe the rights of any person or entity in connection with its use, receipt, or delivery of the Services.
- Indemnification. By using I.R.V. services You agree to indemnify I.R.V., I.R.V. representatives, offices, head staff, employees, and consultant specialists from harm or loss that potentially could be caused by Your use of I.R.V. services or by this agreement violation. This also includes losses that may be caused by copyright infringement or intellectual property violation and so on. You agree to indemnify, defend and hold harmless I.R.V. and its agents, affiliates and licensors from any and all losses, claims, damages, liabilities and expenses arising from third-party claims or any government or industry investigation, including the reasonable costs of investigation and reasonable attorneys’ fees (collectively, the “Claims“), arising out of or related to the indemnifying party’s breach of any representation, warranty, or covenant, or any other provision of this Agreement or the applicable Terms & Conditions, or allegations thereof.
- Use of Technology to Enable the Delivery of Service(s). You may be required to access, implement, or use scripts and/or technology (“I.R.V. IP”) to enable I.R.V.’s delivery of the Service(s) to You. You agree to use the I.R.V. IP as directed by I.R.V. – without modification, cover, or obscurity – and only on a property that I.R.V. has approved in advance. Upon I.R.V.’s written request, You must discontinue Your use of the I.R.V. IP. Subject to the terms of this Agreement and the applicable Terms & Conditions, I.R.V. grants to You a non-exclusive, non-transferable, non-sublicensable, revocable, and royalty free right to access and use the I.R.V. IP for the limited purpose of exercising Your rights and performing Your obligations expressly stated in this Agreement or applicable service Terms & Conditions. You may not and will not permit any third party to: (i) reverse engineer, decompile or otherwise attempt to discover the I.R.V. IP; (ii) interfere with the operation of the I.R.V. IP; or (iii) use the I.R.V. IP in any way other than as expressly set forth in this Agreement or the applicable Terms & Conditions. I.R.V. retains all right, title, and interest in and to the I.R.V. IP, including all processes and derivative works and improvements thereto. All rights in and to the I.R.V. IP which are not expressly granted to You are reserved by I.R.V.
- Term and Termination. This Agreement is effective as of the date of Your acceptance date or the date when You begin using the Services, whichever is earlier (“Effective Date”), and shall continue until the Account is terminated by either party; provided, however, this Agreement shall continue to govern each then-existing Terms & Conditions until such agreement is terminated pursuant to its respective terms or until You cease Your use of I.R.V.’s Services. If a party materially breaches any of its obligations under this Agreement or applicable Service Terms & Conditions, the other party may, in addition to its other rights at law or in equity, terminate the applicable Terms & Conditions and this Agreement: (i) immediately upon the breach of this Agreement or applicable Terms & Conditions; (ii) on thirty (30) days’ written notice to the other party of the breach, if the other party fails to cure the breach within such thirty (30) day period. The foregoing notwithstanding, I.R.V. may terminate Your right to access and use the Services at any time, in whole or in part, as may be necessary in order for I.R.V. to comply with a legal requirement.
Upon termination of this Agreement or applicable Terms & Conditions, except to the extent expressly set forth in this Agreement or the applicable Service Terms & Conditions: (i) You shall remain liable for all accrued and unpaid amounts due to I.R.V.; (ii) Your rights to use any intellectual property or data provided to You by I.R.V. are terminated, including I.R.V. IP; and (iii) You shall immediately destroy and purge all I.R.V. Confidential Information or I.R.V. IP within Your possession or control. Any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination.
- Disclaimers. THE I.R.V. SERVICES, INCLUDING ANY TECHNOLOGY, SOFTWARE, CODE, OR OTHER INTELLECTUAL PROPERTY PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, I.R.V. EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
- Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR (i) ANY COMMERCIAL LOSS OR LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (ii) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), IN EXCESS OF €1,000.
- Damage disclaimer. In connection with the fact that communication channels, protocols, and rendering services are owned by third parties, I.R.V. as a contractor can not be liable for providing any guarantees. The service is provided ‘as is’ which means problems with connection, interruptions in power are not the fault of I.R.V. As a contractor I.R.V. guarantees the prompt application of all possible measures and activities that ensure high-quality and uninterrupted provision of services. Nevertheless, the services are provided “as is” with all probabilities for the interruptions and without any direct or indirect guarantees of stable functioning. I.R.V. does not guarantee that the platform will meet the requirements or expectations of the customer or, if it meets, that such results will be the same in the future. Also, I.R.V. cannot be kept liable for Your personal account and possible unauthorized access to it. By using the Content Exchange Self-serve Advertising platform You agree to take the possible risk for the Content Exchange Self-serve Advertising platform usage. I.R.V. is not responsible and does not compensate for any losses that exceed the amount of loss (money paid for undelivered ads), including those related to lost business opportunities, profits, and all direct and indirect consequential losses.
- Service disclaimer. (i) Media-trading outcomes. To the extent permitted by laws, I.R.V. refuses to provide any guarantees considering levels, positioning, timing and other characteristics of CTR, cost per impression, availability, volumes of impressions, reaction of users on Your ads and related to its actions, conversions volume, data relevance, Your ad positioning and adjacency to other ads. I.R.V. isn’t responsible for the outcome of Your advertising campaign in any regards: revenue, engagement, anticipated benefits, etc.; (ii) Availability. Interruptions in the service provision are possible due to the necessary maintenance, repair, software update, as well as accidental issues with equipment failure, network attacks and other cases that stay beyond I.R.V.’s control; (iii) Threats of the Internet. The data is constantly being transmitted through the Internet, which is not a secure environment by default. This may potentially cause some parts of it to go missing. This is why I.R.V. doesn’t hold any responsibility for the information losses or alteration of it after transmission over the Internet. Nevertheless, I.R.V. takes all possible privacy measures to keep Your information intact according to our Privacy Policies; (iv) Liability boundaries. The outcomes that stem from Your inability to access services, that come as a result of the transmission of confidential information via Internet, informational negligence, breaches and other causes of direct or indirect losses, are not subjected to I.R.V. responsibility or responsibility of its affiliates, agents, third-party providers, employees, and directors.
- Governing Law. This Agreement, and all disputes relating thereto, shall be governed exclusively by the laws of Slovenia, without application of its rules regarding conflicts of laws. If a dispute arises out of (or relates to) this Agreement or the breach thereof, the parties agree to submit said dispute to the court in Ljubljana, Slovenia.
- Publicity. I.R.V. may use Your logo and brand names in marketing materials indicating that You are a business partner of I.R.V.
- Force Majeure. Should either Party be prevented from performing under the Agreement as a result of an act of God, war, civil disorder, material or labor restrictions by any governmental authority, flood or any other cause beyond the reasonable control of the parties, the Agreement shall terminate and both Parties waive any claim against the other for damages which might result from such termination.
- The absence of statements and commitments. You state and warrant that You: (i) have and will have all the necessary rights and authorities to enter into this Agreement and fulfill the obligations hereunder; (ii) ought to and will always have the right to act on behalf of each of Your clients; (iii) shall be solely responsible for the use of all Services under this Agreement; (iv) shall use the Services under Your agreement with the third parties; (v) shall not break and not use the Services in a way that violates (or forces to violate) any law in force or the rights of the third parties; (vi) agree to comply with the Principles of service provision. Your Affiliates may also use the Services, given that You shall be responsible for the acts and omissions of any such Affiliate, and we shall not be obliged to invoice or enter into direct billing relationships with such Affiliates, You shall be solely responsible for notifying Your involved Affiliates of any forthcoming changes to the present Agreement.
- Forbidden Acts. The following list that we put here includes but is not limited to activities that are prohibited at our self-serve platform. In case You didn’t find Your case in the list or have additional questions considering the appropriateness of certain actions, You need to contact representatives of I.R.V. to clear the issue and receive a permit for execution. You must not, and should not attempt to, help or knowingly let any third party generally (i) copy, reproduce, modify, decompile, decompose, change in design, or create derivative creative products based on any Service (or parts thereof); (ii) infringe, disable, interfere with, develop or use any Service or any activity correction mechanism on I.R.V. server, or use such Services inappropriately or damage them; (iii) install, read, write, modify or remove any cookies on a domain belonging to I.R.V., used or controlled by I.R.V. or use our Services to make changes to a cookie on any domain that You do not own and that is not used or controlled by You, as well as You do not have proper authority for such changes; (iv) transfer to us or otherwise link the cookie, identifier, I.R.V. web beacon or other information mechanism identifying an individual, such as the last and first name, address, telephone number, email address or state identifier; (v) provide false, inaccurate or misleading information, impersonate any person or entity, or otherwise misrepresent Your affiliate with a person or entity; (vi) violate any applicable law, statute, ordinance, or regulations; (vii) offer or disseminate fraudulent goods, services, schemes, or promotions or engage in any unfair deceptive act or practice; (viii) violate any confidentiality or nondisclosure obligations You have with other parties; infringe any party’s copyright, patent, trademark, trade secret or other intellectual property rights; (ix) act in a manner that victimizes harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (x) collect or disseminate any information about any other Site users or Account holders, including any personal data or information, or use such information for marketing purposes; (xi) offer any form of adult, sexually-oriented, or obscene content or services, including without limitation, any pornographic materials, any materials which require individuals to be 18 or older to view or purchase, any escort services, and any adult websites; (xii) offer any form of gambling; (xiii) use any deceptive implementation methods to obtain clicks, whether manual or automated, including but not limited to clicking Your own ads, asking others to click ads, offering compensation to users for viewing ads or performing searches, promising to raise money for third parties for such behavior or placing images next to individual ads, or using robots or other automated tools; (xiv) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (xv) disrupt or interfere with the security of the Content Exchange self-serve Advertising platform, or any services, system resources, accounts, servers or networks connected to or accessible through the Content Exchange self-serve Advertising platform or affiliated or linked Web sites; (xvi) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or use any device, software or routine to attempt to interfere with use of the Content Exchange self-serve Advertising platform; (xvii) take any action that may cause I.R.V. to lose any of the services from its internet service providers, payment processors, or other suppliers; (xviii) apply an unauthorized credit card for paying commissions or funding Your account; (xix) try to access other I.R.V. services that don’t belong to the self-serve platform without authorization; (xx) advertise illegal service or products; (xxi) take part in the fraud traffic generation and other actions that can be potentially harmful to the company’s image, or image of its affiliates; (xxii) be the part of the entity that spawns malware and dangerous software that can stand in the way of normal user experience in all possible ways; (xxiii) engage in actions that cause copyright infringement, patent, trademark, or corporate secrets violation, including publicity or privacy rights; (xxiv) make licensing or sublicensing, reselling the platform or particular features of it, performing other actions related to commercial exploiting of given services; (xxv) apply frame technologies in order to enfold I.R.V. trademarks, logos and other corporate information (images, text, page forms and laYouts); (xxvi) copy parts of website content and monitor on-site changes using crawlers, bots, spiders and other computer software; (xxvii) use scraping techniques or automated software for data gathering with an intent to scrape the ad units served via platform or gathering the information that can be directly or indirectly related to served ad units; (xxviii) spread service-related information retrieved from the platform: in the market research form, competitive intelligence or else; (xxix) do something that can be potentially harmful to I.R.V. and its partners, servers, technology, and overall operation (e.g denial-of-service attack).
- Property rights. We give You the nonexclusive right to access and use our Services for the purpose of carrying out the promotional operations under the terms of the present Agreement. Each Party shall have and retain all ownership rights, titles and shares of its intellectual property, and no intellectual property rights shall be granted to the other Party, except as provided for in this Agreement. Our intellectual property includes all aspects of Our technology, branding and services, including any software or applications designed or created by Us (or on Our behalf), which can evaluate Your server or systems, or connect to them using Our or Your API specifications. You grant Us and Our Affiliates a nonexclusive lifelong irrevocable license, without the right for royalties, for the use and inclusion into the Service of any suggestion, information, upgrade request, recommendation, correction, specification or other feedback provided by You regarding the service provision.
- Compensation. Each Party (here – the Party providing the Compensation) is obliged to protect, compensate and release the other Party, as well as its directors, officers, agents and employees (each – the Party receiving the Compensation) for/from all claims, obligations and claims of the third parties (including expenses and reasonable legal fees) arising from the following actions of the Party providing the Compensation: (a) breach or alleged breach of this Agreement; or (b) breach or improper use of the trademark or copyright in connection with: (i) as regard Us – the software and other technologies that we use to provide services under this Agreement; and (ii) as regard You – advertising materials, advertising inventory, sites, technologies, data or other materials You provide or use combined with the Services (Materials of the Company) (obligations to provide the other Party with the Compensation specified in paragraph (b) - The obligations on the breach of intellectual property). The previous sentence establishes the sole responsibility of the Party to provide the Compensation, and the only remedy of the Party receiving the Compensation as to the claims by the third parties following the breach of this Agreement or misuse of intellectual property by the Party providing the Compensation.
The Party receiving the Compensation shall: (a) inform the Party providing the Compensation of any claim by the third party in writing and as soon as possible; (b) duly cooperate with the Party providing the Compensation in the course of carrying out the defense; and (c) give the Party providing the Compensation the right to control the carrying out of the defense and the negotiations on dispute settlement. Our obligation with respect to the breach of intellectual property rights does not apply to the claims arising as a result of: (i) Your use of the Services with a breach of this Agreement; (ii) a breach concerning the Materials of the Company or improper use of a trademark or copyright; or (iii) a combination of the provision or use of services in respect of any product, service or material not provided by Us or on Our behalf. Your obligations with respect to any intellectual property rights breach does not apply to the claims arising from the provision of services to You with the breach of this Agreement.
These Terms & Conditions were last updated on August 31, 2021.