AdSignals , Inc.
User
Terms of Service
Version 1.2
Last Revision: August 1, 2011
This agreement (the "Agreement") between You (the “Subscriber”) and AdSignals , Inc., its
subsidiaries and affiliates, (collectively "AdSignals "), describes the terms and
conditions on which Subscriber may access and use the AdSignals online
advertising management services (the “Service”). In order to become a Subscriber,
you must read and accept all of the terms and conditions of this Agreement.
AdSignals reserves the right to
change any of the terms and conditions contained in this Agreement, at any
time, without prior notice, and in its sole and absolute discretion, by posting
amended terms on this website. Subscriber is responsible for reviewing any
changes. Subscriber's continued use of the Service following AdSignals ’
posting of any change will constitute Subscriber’s acceptance of the amended
Agreement.
1.
Description
of Service
The Service enables a digital publisher (“Publisher”), a Subscriber that submits one or more web site profiles, mobile application profiles, mobile
web site profiles, or connected device application profiles (collectively “Properties”) to serve, and receive compensation
for, third-party and/or AdSignals provided advertisements and/or other content
(collectively, "Ads"). The Service runs on software
developed by AdSignals (the “AdSignals
Platform”).
2.
Access to
the Service
Access to the Service is subject to AdSignals’ approval and Subscriber’s continued compliance
with the terms of this Agreement and the Service policies. AdSignals reserves
the right to refuse participation to any applicant at any time in its sole
discretion. AdSignals may change, suspend or discontinue the Service or
Subscriber's access the Service at any time, without notice or liability.
By enrolling in the AdSignals
Platform, Subscriber represents that he/she is at least 18 years of age or at
least the minimum legal age in the jurisdiction from which Subscriber is
accessing the Service and that Subscriber is legally permitted to use the
Service and takes full responsibility for the use of the Service.
3.
Use of the
Service
Subscriber agrees to comply with the
specifications provided by AdSignals to enable proper delivery, display,
tracking, and reporting of Ads in connection with the Service.
Subscriber is fully responsible for
maintaining the confidentiality of Subscriber’s account information and
password and for all activities that occur under Subscriber account. Subscriber
agrees to immediately notify AdSignals of any unauthorized use of Subscriber’s
password or account or any other breach of security.
Subscribers are prohibited from
selling, trading, or otherwise transferring any AdSignals account to any third
party. Multiple accounts held by the same individual may be individually
approved or disapproved by AdSignals at its sole discretion.
Subscribers cannot access or use the
Service for any illegal or unauthorized purpose. International Subscribers
agree to comply with all local laws regarding privacy, online conduct and
acceptable content.
AdSignals shall not be liable for any
losses or damages arising from Subscriber’s failure to comply with this
section.
4.
Communications
solely with AdSignals
Subscriber agrees to direct to
AdSignals and not to any advertiser or other third-party, all communications
regarding any matter in relation to the Service.
5.
Restrictions
Subscriber warrants and agrees that
it will refrain from:
1.
violating
any local, state, national, or international law or regulation.
2.
contributing,
submitting or making available through the Service any content that is
unlawful, libelous, abusive, harassing, discriminatory, obscene, offensive,
defamatory, vulgar, pornographic, invasive of another’s privacy, hateful, or
racially, ethnically or otherwise objectionable or otherwise violates any law
or right of any third party
3.
using
the Service for any illegal purpose, including, but not limited to, conspiring
to violate the laws of any applicable jurisdiction.
4.
disseminating
any unsolicited or unauthorized advertising, promotional materials, junk mail,
spam, chain letters, pyramid schemes, or any other form of solicitation.
5.
knowingly
transmitting any material that contains adware, malware, spyware, software
viruses, or any other computer code, files, or programs designed to interrupt,
destroy, or limit the functionality of any computer software or hardware or
telecommunications equipment.
6.
impersonating
any person or entity, or otherwise misrepresenting your affiliation with a
person or entity.
Subscriber acknowledges that
violation of any of the foregoing terms constitutes material breach of this
Agreement and that AdSignals may pursue any legal and equitable remedies
against Subscriber, including immediate and permanent suspension of
Subscriber’s account and/or termination of this Agreement.
6.
Additional
Rules for Publishers
Publisher warrants and agrees that it
will refrain from:
1.
taking
any action aimed at artificially inflating the number of impressions or clicks generated by the Ads, including but
not limited to through repeated manual clicks;
2.
using
any device, software, automated system or routine to interfere or attempt to
interfere with the proper working of the Service, the AdSignals website or
server or network or any activities conducted on the AdSignals Platform,
including but not limited to through the use of robots or other automated query
tools and/or computer generated search requests in a manner that sends more
request messages to the Service in a given period of time than a human can
reasonably produce in the same period by using a conventional web browser;
3.
placing
more than 1
Ad for each available standard ad unit and more than a total of 3 Ads, per each
page
displayed on the Properties;
4.
placing
Ads on any media other than on
approved Properties, including
but not limited to newsletters, software clients, animations or videos;
5.
editing,
modifying, filtering, truncating or changing the order of the information
contained in the Ads;
6.
altering
in any way the Ads code provided by AdSignals for inclusion on Publisher’s Properties;
7.
inhibiting,
masking or otherwise limiting in any way the full display of the Ads in their
entirety as served by the AdSignals software;
8.
inhibiting,
masking or otherwise limiting in any way the full display of AdSignals marks,
logos and attribution graphics and text;
9.
altering
in any way or inhibit the full and complete display of any web page accessed by
an user after clicking on the Ads or otherwise provide anything other than a
direct link from the Ads to an advertiser web page;
10.
indexing
or in any non-temporary manner cache data or graphics obtained from any Ads;
11.
taking
any action that imposes an unreasonable or disproportionately large load on the
AdSignals Platform infrastructure;
Publisher acknowledges that violation
of any of the foregoing terms constitutes material breach of this Agreement and
that AdSignals may pursue any legal and equitable remedies against Subscriber,
including immediate and permanent suspension of Subscriber’s account and/or
termination of this Agreement.
AdSignals reserves the right, in its
sole discretion, to exclude from the Service any Publisher and/or Publisher’s Properties that violates any of the foregoing
terms, or that engages in any activity that devalues, or reflects poorly on,
AdSignals ’ reputation or otherwise damaging or counterproductive to an
Advertiser.
AdSignals reserves the right to
consult with third-parties, including but not limited to Advertisers, to
determine whether to accept or exclude a Publisher and/or to partially or
entirely delegate such activity.
7.
Termination
Subscriber may stop displaying Ads,
with or without cause at any time by removing the code provided to Subscriber
by AdSignals . Subscriber may terminate this Agreement with or without cause at
any time by sending written notice to AdSignals . This Agreement will be deemed
terminated within ten (10) business days of AdSignals receipt of Subscriber’s
notice.
Subscriber agrees that AdSignals may,
with or without cause, at any time and without prior notice terminate
Subscriber’s AdSignals account or restrict or limit access to the Service.
Termination of Subscriber’s AdSignals account includes removal of access to all
offerings within the Service. Subscriber agrees that AdSignals shall not be
liable to Subscriber or any third-party for any termination of Subscriber’s
account or limitation of access to the Service. Upon termination, Subscriber
agrees to immediately remove from the its Properties any and all code supplied to
Subscriber by AdSignals .
In the event Subscriber’s access to
the Service is terminated, Subscriber will still be bound by Subscriber’s
obligations under this Agreement and any additional terms, including the
warranties made by Subscriber, and by the disclaimers and limitations of liability.
Additionally, AdSignals shall not be liable to Subscriber or any third-party
for any termination of Subscriber’s access.
8.
Intellectual
Property Rights and Copyright
Except for content provided by
Subscribers, or linked to or from an external source, all other information and
materials that appear as part of this website (including text, graphics,
images, illustrations, designs, icons, photographs, video clips, audio clips,
interfaces, software, code, logos, titles, and names (collectively, "Intellectual
Property") are the property of or licensed to AdSignals .
The website as a whole and all of the
Intellectual Property are protected by copyright, trade dress, and trademark
laws of the United States, as well as international treaties, conventions, and
the laws of other countries, as applicable. Except for that information which
is in the public domain or for which Subscriber have been given written
permission to use by AdSignals , Subscriber may not use, reproduce, copy,
modify, publish, transmit, distribute, perform, display, download, license,
enter into a database, create derivative works from, reverse engineer,
transfer, or sell any Intellectual Property, information, software, or products
obtained from or through this website, in whole or in part.
Subscriber shall abide by all
copyright notices, information, and restrictions contained in any Intellectual
Property accessed in connection with the Service. Subscriber will not remove,
obscure, or alter AdSignals ’ copyright notices, information and brand features
contained within any Intellectual Property. Subscriber will not modify,
decompile, reverse engineer, prepare derivative works from, or otherwise
attempt to derive source code from the Service or the AdSignals Platform.
Publishers are permitted to publish
third-party Ads only as part of the Service and pursuant to a limited license
to do so, which may be revoked or terminated at any time by AdSignals or by the
Advertiser. Unless otherwise provided herein, all rights, title and interest in
such Ads remains the property of the third party Advertiser that provided the
Ads for publishing pursuant to the Service. AdSignals makes no representation
regarding the Ads or that a Publisher may continue to publish certain types of
Ads, and any limited publishing rights concerning third party Ads granted
herein to Publishers may be revoked or terminated at any time.
9.
Information
Provided to AdSignals
Subscriber acknowledges and agrees
that if Subscriber uses the Service to contribute or make available Content,
Company is hereby granted a non-exclusive, worldwide, royalty-free,
transferable right to fully exploit such Content (including all related
intellectual property rights) and to allow others to do so in connection with
the Services.
By using the Service, Subscriber may
provide AdSignals with information, including but not limited to demographics,
contact and billing information. Subscriber agrees that AdSignals may transfer
and disclose to third parties personally identifiable information about Subscriber
for the purpose of enabling any part of the Service, including to third parties
that reside in jurisdictions with less restrictive data laws than the
Subscriber’s.
AdSignals may also provide
information in response to valid legal process, such as subpoenas, search
warrants and court orders, or to establish or exercise its legal rights or
defend against legal claims. Subscriber will not hold AdSignals responsible or
liable for any disclosure of that information.
Subscriber understands that all information
publicly posted or privately transmitted through the Service is the sole
responsibility of the person from which such content originated and that
AdSignals will not be liable for any errors or omissions contained in any such
content. Subscriber understands that AdSignals cannot guarantee the identity of
any other users nor the authenticity of any data that users may provide.
10. Payments
to Publisher
If Subscriber is a Publisher,
Subscriber shall receive as payment for Subscriber’s use of the Service based
on a set amount per thousand advertising impressions (“Impressions”) served on
the Publisher’s Properties through the AdSignals
Platform.
Publisher's payable revenue shall be
determined on the first working
day
of each month, on which day those revenues accrued to Publisher's account in the preceding month or more shall become eligible to be paid.
Payments to Publisher shall be sent by AdSignals within approximately thirty (30) days of the end of the previous calendar month, if
Publisher's earned balance is greater than or equal to a minimum payment amount
equivalent to (a) 50
EUR (or the equivalent amount in another supported currency) or (b) an amount set by Publisher,
whichever the highest amount. If Publisher's earned balance is less than the minimum
amount, no payment shall be sent and AdSignals shall make the aforesaid
determination anew on the first day of the following month. Any unpaid earned balance from the
previous month(s) will be rolled over to the current month and added to the
revenues accrued during such month to calculate the new earned balance. AdSignals will send payment to
Publisher through PayPal.
If AdSignals suspects that a
transaction or the Impressions on the Publisher’s Properties may be fraudulent or the result of
activity in breach of any of the terms set forth by this Agreement, Publisher
payments may be held back for up to an additional 60 days in order to verify
their validity. Shall AdSignals ultimately determine, at its sole discretion,
that such fraudulent activity has taken place, AdSignals shall not be liable
for any payment based on such activity.
If Publisher disputes any payment
made in connection with the Service, Publisher must notify AdSignals in writing
within thirty (30) days of any such payment or the date when the payment would
be due. Failure to so notify AdSignals shall result in the waiver by Publisher
of any claims related to such disputed payment.
Payment shall be calculated solely
based on records maintained by AdSignals and reported to Publishers through the Publisher’s account web interface. AdSignals reserves the right to
withhold payment or charge back Publisher’s account due to any of the foregoing
or any breach of this Agreement by Subscriber.
Shall Publisher account become Inactive,
AdSignals will have the right to withhold any payment for the revenues accrued
by Publisher. An account will be classified as “Inactive” if both of the
following conditions are met: (a) Publisher does not log in to its account for
a continuous period of one year or (b) Publisher does not respond to attempts
made by AdSignals to contact Publisher at the email address associated with the
account.
Any bank fees related to returned or
cancelled checks due incorrect User Information may be deducted from the newly
issued payment. Publisher agrees to pay all applicable taxes or charges imposed
by any government entity in connection with Subscriber’s use of the Service.
Upon termination of this Agreement
for any cause, Publisher will be entitled for all legitimate earnings due up to
the time of termination which will be paid no later than ninety (90) days after
the date of termination. Publisher
shall immediately forfeit any and all future payments to be received as a
result of the Publisher using the Service. In case the accrued earnings balance at termination is less than 10 EUR,
AdSignals will have the right to withhold any residual amount.
11. Tax
Information
To comply with tax laws, AdSignals
collects tax-related information from Publishers that are using its services.
1.
USA-based Publishers
For tax purposes, AdSignals treats as
USA-based Publishers all Publishers who are based in the USA and pay taxes in
the USA.
All US-based Publishers are required
to submit IRS (Internal Revenue Service) form W-9 to AdSignals by email to
taxinfo@adsignals.com. IRS form W-9 can be downloaded from the IRS
website.
2.
Non US-based Publishers
For tax purposes, AdSignals treats as
Non USA-based Publishers all Publishers whose business activity related to the Service is based entirely outside of the
USA. USA business activity includes owning equipment or having employees in the
USA for the purpose of generating revenue from the Service (such as, but not limited to, owning
web or
application
servers
in the USA, having USA employees that develop content for your Properties or that market your Properties or that support your Properties). In general, utilizing services
from unrelated parties that are based in the USA such as, for example, hosting
your Properties
through
USA-based web hosting services, does not qualify as USA business activity.
Non USA-based Publishers do not need
to submit any form to AdSignals.
3.
Non USA-based Publishers with USA business activity
For tax purposes, AdSignals treats as
Non USA-based Publishers with USA business activity all Publishers who are
based outside of the USA, but have equipment or employees in the USA for the
purpose of generating revenue from the Service.
Non USA-based Publishers with USA
business activity must obtain a USA Taxpayer Identification Number (TIN) from
the IRS and submit it to AdSignals by email to taxinfo@adsignals.com.
Information on how to obtain a TIN can be found on the IRS website.
4.
Additional Tax Compliance Terms
AdSignals reserves the right to
withhold payments to Publishers until
they have submitted the appropriate tax information.
The tax information provided above is
provided as general guidance only and should not be construed as legal or tax
advice. Due to the changing nature of tax laws, AdSignals does not make any
express or implicit guarantee about, nor is liable for, the above information
accuracy or completeness. Each Publisher
is responsible to understand and comply to all tax laws and regulations in
existence in the in the jurisdiction in which the Publisher is based or
operates.
12. Disclaimers
and Limitations
1.
Disclaimer.
THE WEBSITE CONTAINS, FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF
THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. ADSIGNALS MAKES NO WARRANTY THAT (i)
THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, (ii) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURED, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE
QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET SUBSCRIBERR EXPECTATIONS, AND (v)
ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBERR OWN
DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO SUBSCRIBERR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY SUBSCRIBER FROM ADSIGNALS OR THROUGH OR FROM THE SERVICE
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
2.
Limitations.
SUBSCRIBERR USE OF THE SERVICE IS AT SUBSCRIBERR SOLE RISK. THE SERVICE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ADSIGNALS
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. No arbitration or other
claim under this Agreement may be brought by either party against the other
more than one (1) year after the cause of action arises. Neither party shall be
in default or otherwise liable for any delay in or failure of its performance
under this Agreement if such delay or failure arises by any reason of any event
beyond its reasonable control, including any act of God, the elements, earthquakes,
floods, fires, epidemics, riots, failures or delay in transportation or
communications.
3.
Limitation
of Liability. SUBSCRIBER EXPRESSLY UNDERSTAND AND AGREE THAT ADSIGNALS SHALL
NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADSIGNALS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE
INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED
OR OBTAINED, OR MESSAGE RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM
THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF SUBSCRIBERR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE
SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
13. Indemnity
Subscriber agree to indemnify,
defend, and hold harmless AdSignals , its agents, distributors and affiliates,
and their officers, directors and employees from and against any and all
claims, actions, demands, liabilities, costs and expenses, including, without
limitation, reasonable attorneys' fees, resulting from Subscriber’s breach of
any provision of this Agreement, or any warranty Subscriber provide herein, or
otherwise arising in any way out of Subscriber’s use of the website and/or
software. AdSignals reserves the right to take exclusive control and defense of
any such claim otherwise subject to indemnification by Subscriber, in which
event Subscriber will cooperate fully with AdSignals in asserting any available
defenses.
14. Changes
to this Agreement
AdSignals reserves the right, in its
sole discretion, to modify, suspend, or terminate this Agreement, the Service
and the website and/or any portion thereof, and/or Subscriber’s account,
password at any time for any reason with or without notice to Subscriber.
Please review this Agreement periodically for changes. Subscriber’s continued
use of this website constitutes Subscriber’s acceptance and agreement to be
bound by these changes without limitation, qualification or change. If at any
time Subscriber does not accept these changes, Subscriber must immediately
discontinue use of the Service.
15. General
Legal Provisions
This Agreement, Subscriber’s rights
and obligations, our rights and obligations, and all actions contemplated by
this Agreement will be governed by the laws of the United States of America and
the State of California, including California rules concerning conflicts and
choice of law, as if this Agreement were a contract wholly entered into and
wholly performed within the State of California. Subscriber hereby consent to
the exclusive jurisdiction and venue of courts in the County of San Francisco,
California, USA, in all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction
that does not give effect to all provisions of these terms and conditions,
including, without limitation, this paragraph. In the event of any legal action
to enforce or interpret the terms of this Agreement, the prevailing party in
such action shall be entitled to recover attorneys' fees.
No joint venture, partnership,
employment, or agency relationship exists between Subscriber and AdSignals as a
result of this Agreement or use of the Service.
If any provision in this Agreement is
invalid or unenforceable under applicable law, including, but not limited to,
the warranty disclaimers and liability limitations set forth above, the
remaining provisions will continue in full force and effect, and the invalid
unenforceable provision will be deemed superseded by a valid, enforceable
provision that most closely matches the intent of the original provision.
Our performance of this Agreement is
subject to existing laws and legal process, and nothing contained in this
Agreement is in derogation of our right to comply with law enforcement requests
or requirements.
All rights not expressly granted
herein are hereby reserved.
16. Entire
Agreement
This Agreement is the entire and
final Agreement regarding the
Service,
and supersedes all prior or contemporaneous communications and proposals,
whether electronic, oral, or written, between Subscriber and AdSignals with
respect to such Service. A printed version of this Agreement and of any notice
given in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to this Agreement to the same extent and
subject to the same conditions as other business documents and records
originally generated and maintained in printed form.