Terms of Service (TOS) of Adtarget.me
Republic of Lithuania, Vilnius
This document is an offer of Adtarget.me UAB (hereinafter referred to as the Adtarget) to conclude an advertising agreement in Adtarget.me network with every client who wishes to use the Adtarget’s services and agrees to the terms and conditions laid down herein (hereinafter referred to as the Client).
1. Terms and Definitions
Unless otherwise provided by the Agreement, the terms used herein shall bear the following meanings:
TOS shall mean this document “Terms of Services of Adtarget.me” published online at www.adtarget.me/terms.html.
Acceptance of the TOS shall mean a full and unconditional acceptance of the TOS in a way which is specified in Clause 8 hereof. Once the TOS is accepted, the advertising agreement (hereinafter referred to as the “Agreement”) shall be concluded as set forth below.
Adtarget.me platform shall mean the system of advertising services and applications such as the Marketing Platform, Affiliate Platform, AdServer, Adtarget Market, AdTarget DMP, AdTarget DSP, Retention platform and AdTarget Tracker provided by the Adtarget on the basis of theAgreement.
Adtarget.me network shall mean a system of websites connected to Adtarget.me platform.
Banner shall mean a graphical or a textual and graphical static or animated block of any form displaying advertising information material. A banner shall appear on websites with which a relevant advertising agreement has been concluded. A banner is connected to the advertiser’s website (by clicking the banner, the user will be directed straight to the advertiser’s website). The types of banners available to the Client under the Agreement are described in technical requirements (for definition of this term, see below).
Banner design shall mean a banner ready for publication sent by the Client or approved by the Client in case the design is prepared by the Adtarget. Data (photographs, titles, prices, etc.), which are provided by the Client and which may be dynamically displayed on the banner, make up a constituent element of the banner design as well.
User shall mean a user of online information resources.
Banner impression shall mean a one-time banner display in the browser of the user who requested access to a specific website (app) linked to Adtarget.me platform.
Click shall mean a request of the online user to access the banner published in Adtarget.me network by activating the link, which the Adtarget inserted in the banner and which connects the banner to the Client’s website.
Impression shall mean the display of the banner in the place designated for advertising on the website.
Account shall mean a personal space of the Client on the Adtarget’s platform where the Client can receive information on the services provided under the Agreement (statistics of advertising campaigns) through the Adtarget’s interface. The Client may be provided an opportunity to change the provisions of the advertising campaign independently and to execute payments through the account. The Client can access the account on the Adtarget’s website upon entering a unique user name and password.
Technical requirements shall mean a set of rules for the publication of banners on Adtarget.me platform which is made public at www.adtarget.me/technical- requirements/. By signing this Agreement, the Client confirms that he/she/it has read the information of technical requirements and agrees to it.
Website shall mean a website or a mobile application that belongs to Adtarget.me network where the Client’s banner may be displayed.
Advertising position shall mean a place on the website designated by the website manager for the demonstration of banners.
Publication shall mean the demonstration (display) of the Client's banner by means of hardware and software tools in the advertising position of a relevant page of a certain website.
The terms which are not defined herein but which can be used in the Agreement shall have the meanings ascribed to them according to the established procedure and applicable laws of the Republic of Lithuania.
2. Subject-matter of the Agreement
2.1. The Adtarget shall provide the access to the Adtarget.me platform for self-use by the Client and/or services of publication of banners in Adtarget.me network through the Adtarget.me platform to the Client, and the Client shall pay for the services provided under the terms and conditions and the procedure set forth in the Agreement.
2.2. The banners in Adtarget.me network shall be published on all websites, which meet the retargeting criteria, unless otherwise agreed in writing. The Adtarget reserves the right to change the list of websites without prior notice.
2.3. The Client agrees that the Adtarget does not guarantee a specific number of publications or impressions (clicks) of banners in a specific advertising position and a specific period of demonstration of banners. The Adtarget shall make every effort to ensure that the Client’s banners are demonstrated in the most effective advertising positions at the time most suitable to the Client.
2.4. Several advertising campaigns of the same Client can be conducted through the same account of Adtarget.me platform. The Client agrees that a one-time acceptance of the TOS and/or coordination by e-mail is sufficient to confirm all of them.
3. Rights and Obligations of the Parties
3.1. The Adtarget shall:
3.1.1. Provide the services to the Client set forth in the Agreement, which is concluded on the basis of the TOS;
3.1.2. Provide the Client with the access to the Adtarget.me platform for self-use and/or publish the Client’s banners in Adtarget.me network upon receipt of the confirmation of the banner design. A confirmation shall be made upon uploading banners into one’s account independently, sending them or their designs by e-mail or confirming the banner design by e-mail if the latter is provided by the Adtarget. The publication of banners shall only begin upon receipt of an advance payment for the services or upon the agreement on the credit by the parties.
3.1.3. Ensure the collection of statistical data on the impressions of the Client’s banners and their demonstration on the account of Adtarget.me platform by software tools. The Parties agree that the impression of the banner shall be determined (recorded) by the Adtarget in the case of two interrelated events: the request from the website where the source code is inserted, which makes the banner to appear, and the factual uploading of the banner (recorded by software tools, where server output data flow corresponds to the size of the banner file(s) on the website, from which the request has been sent). Other statistical data on banners can also be recorded by a separate agreement of the parties: clicks, actions on the Client’s website, etc;
3.1.4. Ensure the confidentiality of the Client’s (Client representative’s) data under the terms and conditions of confidentiality of the Agreement. The Adtarget shall guarantee that the data which can be collected on the user behavior on the Client’s website or the website represented by the Client will be used for the purposes of the Client's advertising campaigns exclusively and shall not in any way be disclosed to the third parties, unless such disclosure is required for the performance of the Client’s advertising campaign. The statistical data of the advertising campaign shall be available on the account created for the Client only, and the confidential data of the content of banner designs shall not be disclosed until the moment of ad publication;
3.1.5. Refund any amount which has been paid by the Client in advance and which has not been used for the purchase of services by the method agreed upon or by the same means of payment whereby the money transfer has been executed;
3.1.6. The parties agree that the Client’s data specified by the Client when registering on Adtarget.me platform or concluding agreements shall not be subject to confidentiality requirements, if such data are used for the conclusion of agreements, acts of mutual accounts, issue of invoices and other documents.
3.2. The Adtarget shall have the right:
3.2.1. To refuse publishing the Client’s banners or remove them at any time if their content and/or formatting are in conflict with the laws of the Republic of Lithuania or the country where the advertising campaign is conducted, also if there are any signs that the designs of banners a) are not consistent with moral and aesthetic standards, b) fail to meet technical requirements; c) in any other case at the Adtarget's discretion;
3.2.2. To change the technical requirements at any time. In case it has influence on the publication of the Client’s banners, inform the Client no less than 5 business days in advance;
3.2.3. To correct the Client’s banners independently in order to ensure that they meet the Adtarget’s technical requirements if such changes do not substantially affect the design and functioning of banners. The Adtarget may carry out essential changes of banners upon a prior agreement with the Client only;
3.2.4. The Adtarget shall not be committed to compensate the Client’s losses which may result from the changes set forth in clauses 3.2.1–3.2.3;
3.2.5. In case the Client fails to pay for the services in time, terminate the provision of services altogether or suspend the publication of banners until the delayed payment is executed;;
3.2.6. To give a credit to the Client for paying for the services provided by the Adtarget at its discretion. In this case, the Adtarget shall at its discretion be entitled to set and change the maximum amount of delayed payment or discontinue the credit validity altogether;
3.2.7. To terminate the Agreement unilaterally if the Client makes a material breach of the terms and conditions of this Agreement or in any other case at its discretion. The Agreement shall be terminated by sending a prior 5 day notice to the Client by e-mail specified on the Client’s account. The Client’s non-performance of the obligation to pay for the services provided as well as the violations of Clause 6.3 of the Agreement shall be considered a material breach of the Agreement;
3.2.8. To suspend the provision of services to the Client on a temporary basis due to technical, technological or other reasons preventing quality provision of the services until such obstacles are eliminated.
3.3. The Client shall:
3.3.1. Unless otherwise agreed with the Adtarget, prepare a banner design, data file and other material specified in the technical requirements required for the publication of banners independently;
3.3.2. Pay for the services provided by the Adtarget under the Agreement properly and in time;
3.3.3. Provide full information, data and material required for the conclusion of the Agreement in time. All information, data and material provided must be consistent with the laws and technical requirements of the Republic of Lithuania and the country the users of which will be demonstrated the banners. The Client shall have all rights to use the information, data and material provided;
3.3.4. If a license or other permits of public authorities are required for the activities of the Client, the Adtarget shall have a right to request the Client to produce the documents proving the Client’s right to engage in such activities;
3.3.5. Ensure the validity of logotypes, brands, company names, names of the places of origin of the goods used in the design of the banner or the use of any other objects protected under copyright and related rights; when requested by the Adtarget, produce the documents proving the validity of the use of the said material;
3.3.6. Not abuse the possibilities provided by Adtarget.me platform (i.e. the possibilities to manage advertising campaigns independently, change banners, texts, links, data collecting tags, etc.) and not provide them to the third parties for a purpose which can be qualified as the violation of intellectual property rights of the third parties, unfair competition as well as any other violation of laws;
3.3.7 Not pursue activities which could in any way make a negative influence on the activities of Adtarget.me network;
3.3.8. Not use Adtarget.me platform for distributing malware;
3.3.9. Publish information on one's website that the cookies of the Client or the third party may be inserted in the user’s browser. For more information about Adtarget.me privacy policy, see www.adtarget.me/privacy.html.
3.4. The Client shall have the right:
3.4.1. Technical conditions permitting, obtain online access to one's account on Adtarget.me platform where the statistics of advertising campaigns in progress and advertising price are provided;
3.4.2. To request the suspension of publication of banners at any time. Such a request shall be met within 24 hours of receipt thereof. Otherwise, the Adtarget shall not charge the Client for the services provided 24 hours after receipt of such an instruction;
3.4.3. To request the refund of the amount paid in advance for the Adtarget’s services which have not been used.
4. The Price of Services and Procedure of Payment
4.1. The price and scope of the services provided by the Adtarget shall be established under additional written agreements, which shall constitute an integral part of the Agreement. The banner publication price is usually determined in real time bidding auctions and depends on the provisions of the advertising campaign set out on the Client’s account. The Client may see the actual banner publication price on its account.
4.2. Options of payment:
4.2.1. The Client shall pay for the services provided by the Adtarget by an advance transfer through the payment systems available on Adtarget.me platform (such a payment shall be automatically processed on the platform) or by an advance bank transfer upon a prior notice to the Adtarget thereof by e-mail (such a payment shall be processed on Adtarget.me platform within 24 business hours of receipt of the payment). The Adtarget shall issue the invoice for the services actually provided during the current month until the 7th day of the following month. The Client shall pay up the invoice until the 20th day of that month at the latest. In case the Client fails to pay up the invoice in time, the Adtarget shall be entitled to impose a penalty of 0.2% of the outstanding amount for each day of delay;
4.2.2. The Adtarget may provide a credit to the Client at its discretion. In such a case the Client shall be issued an invoice for the services provided during the current month until the 7th day of the following month at the latest. The Client shall pay up the invoice until the 20th day of that month at the latest. In case the Client fails to pay up the invoice in time, the Adtarget shall be entitled to impose a penalty of 0.2% of the outstanding amount for each day of delay.
4.3. The Adtarget shall issue the invoices for the services provided on the Client’s account and shall inform thereof by e-mail.
4.4. The Adtarget shall be entitled to change the price of the services provided under the Agreement unilaterally. In that case the Adtarget shall inform the Client about the changes by e-mail. If the Client fails to inform the Adtarget within 5 business days about the disagreement to the changes, it shall be considered that the changes have been coordinated and approved by the Client.
4.5. All prices on Adtarget.me platform shall be quoted without VAT. If the services provided are subject to this tax, it shall be added to the payable amount.
4.6.The Client shall pay up the costs that may be incurred by the Adtarget in the recovery of the overdue payments for the services provided under this Agreement.
5. Returns and Cancellations
5.1. In the event the Client make a prepayment for the services to be provided by the Adtarget hereunder and the sum of payment is not used for the services in full, the Client shall be entitled to ask for a pro rata refund of such not used sum. The refund will be done by the method agreed upon or by the same means of payment whereby the money transfer has been executed.
6. Liability of the Parties. Indemnification
6.1. TThe parties shall be liable for non-performance or improper performance of their obligations according to the laws applicable in the Republic of Lithuania.
6.2. The Parties agree that the Adtarget shall not assume responsibility for any disturbances, delays, direct or indirect damage which may be incurred by the Client using computer or other equipment, communication channels and/or software belonging to the Client or the third party as well as the damage which may be incurred by the Client as a result of the failures of hardware or software, objective technological reasons, actions or inaction of the representatives of the Client or the third party.
6.3. The Client shall take full responsibility for compliance of the material presented in banner designs with the laws of the Republic of Lithuania and/or the country where the advertisement will be displayed. The Client shall present the material for publication which shall be consistent with the applicable laws of the Republic of Lithuania and/or the country where the advertisement will be published by its content and form of demonstration and the dissemination of which online shall not violate any rights or interests of the third parties, as well as copyright and related rights (by not limiting to them). The Client shall perform any coordination or settlement with the holders of copyright and related rights individually. In case the claims of the third party are expressed in respect of the Client’s material published by the Adtarget, the latter shall solve any arising issues independently and cover any damage which may be incurred by the Adtarget due to such violations.
6.4. The Adtarget shall not under any circumstances assume responsibility under this Agreement regarding: a) any actions or inaction which are a direct or indirect consequence of actions or inaction of the Client or the third parties; b) any indirect losses and/or unreceived benefit of the Client or the third party, irrespective of whether the Adtarget could foresee the possibility of such losses or not; c) the consequences of using (inability to use) the form of payment for the services selected by the Client as well as the method of communication of information (inability to communicate the information) selected by the Client and/or the third parties.
6.5. Any clauses of this Agreement shall not release from liability and shall not in any way limit the Client's obligation under Clause 4 of the Agreement (price of services and procedure of payment) and under Clause 14.1 (indemnification).
7. Limitation of liability. Disclaimer
7.1. In no event will the Adtarget's liability arising out of the TOS/Agreement exceed the sum of the fees actually paid by Client during the three (3) month period preceding the event giving rise to the Adtarget's liability. In no event shall either party have any liability to the other party for any loss of data, lost profits, cost of cover, costs of procurement of substitute goods or services, or any other special, incidental, consequential or indirect damages arising from access to or use of the software or any accompanying materials, however caused and whether based in contract, tort (including negligence) or on any other theory of liability. This limitation will apply even if a party has been advised of the possibility of such damage or the failure of essential purpose of any remedy. Notwithstanding the foregoing, the limitations set forth in this Clause 3.3.4. shall not apply to any breach by the Client of the license restrictions.
7.2. In case any technical issues in Adtarget.me platform resulted in the Client’s money loss, the Parties shall resolve each situation on case by case basis. In no event the maximum amount of the compensation by the Adtarget shall not exceed 50% of the Client's latest monthly payment.
7.3. Although we hope to make the services available at all times in the future, there may be times when we need to disable the Adtarget.me platform either temporarily or permanently. The services may be modified, updated, interrupted, suspended, or discontinued at any time without liability. Keep this in mind as Adtarget will not be liable if all or any part of the services is unavailable at any time, for any period of time.
7.4. Except as expressly provided in the TOS, the Adtarget hereby disclaims all warranties of any kind, either express or implied, statutory or otherwise, including, but not limited to, any warranties of merchantability, non-infringement, and fitness for particular purpose. The services are provided on an “as is” and “as available” basis. The Client further waive and hold harmless the Adtarget from any claims resulting from any action taken by the Adtarget during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Adtarget or law enforcement authorities.
8. Acceptance of the TOS and Conclusion of the Agreement
8.1. The Client shall accept the TOS by registering on Adtarget.me platform, making an advance payment for the services for which the Agreement is concluded under an advance invoice on Adtarget.me platform and/or placing Adtarget.me data acquisition code on the website that belongs to the Client or the Client represented by an advertising agency and/or sending the designs of banners. If the Client fails to perform the said actions within 30 business days, the Offer shall expire and the Adtarget shall be entitled to remove all campaigns created by the Client and data collected from the platform.
8.2. By acceptance of the TOS the Client agrees that the Adtarget.me may use Client's name and logo in the Adtarget.me's marketing materials, financial reports and prospectuses, indicating that the Client is a user of the Adtarget.me platform and a customer of the Adtarget.me.
9. Validity and Changes of the TOS
9.1. The TOS shall take effect upon publication online www.adtarget.me/terms.html and shall remain in force until the Adtarget revokes it.
9.2. TThe Adtarget shall be entitled to change the terms and conditions of the TOS at any time or to revoke the TOS at any time at its discretion. The changes of the TOS shall take effect immediately after publication thereof online at the address specified in Clause 9.1, unless a different validity term is specified in the changes.
10.Force Majeure
10.1. The party shall be released from liability for non-performance of this Agreement if the Agreement is not performed due to force majeure, i.e. the circumstances which the party could neither control nor reasonably foresee at the time of conclusion of the Agreement and could not prevent such circumstances or the consequences thereof from occurring. Force majeure shall not be considered the party’s shortage of financial resources or the violation of obligations on the part of its contrahents. The parties shall immediately inform each other about the occurrence of force majeure circumstances by e-mail. The Party which fails to inform the other party of the force majeure circumstances shall not use these circumstances as the reason for release from liability for the non-performance of the Agreement. In the event of force majeure circumstances, the parties shall be released from performance of their contractual obligations for the overall period of the said circumstances, which shall not however be longer than 2 (two) months. If the reason for non-performance of obligations due to force majeure circumstances persists longer than 2 (two) months, either party shall be entitled to terminate the Agreement. Upon termination of the Agreement, the Client shall within 10 (ten) business days of termination of the Agreement or at the earliest possible opportunity pay for the services provided by the Adtarget as well as any imputed penalty and interest.
11. Confidentiality
11.1. The terms and conditions of the Agreement and the information obtained by the parties in the performance of the Agreement, including data on the visitors of the Client's website, shall be deemed confidential; it shall not be disclosed to the third parties and made public without the agreement of the other party, unless otherwise provided by the Agreement and the laws of the Republic of Lithuania.
12. Spyware
12.1. The Client shall not use Adtarget.me platform in any way, that cause any of the following without end user's explicit authorization: (a) takes control of the end user's computer to send unsolicited information, (b) diverts or redirects end user's browser, (c) Modifies computer settings for default internet access providers, search providers, bookmarks, security settings or web page display, (d) Renders security settings, security software or anti-spyware programs inoperable, (e) Induces or deceives a user to provide Personally Identifiable Information, (f) deliver/download any applications to the user's desktop, (g) cannot be uninstalled or removed by standard and normal practices.
12.2. The Client may not use Adtarget.me platform in any application/site that contain content explicitly related to child pornography and any other prohibited activity.
12.3. Penalties and Probation: Any of the preceding instances will result in a $10,000 fine added to the Client next monthly invoice. Adtarget will reserve the right to take additional action including but not limited to barring the Client, shutting down its account or terminate the Agreement.
13. Applicable Law and Procedure of Settlement of Disputes
13.1. This Agreement is subject to the law of the Republic of Lithuania.
13.2. The Parties agree that any disputes arising in connection to this Agreement shall be solved through negotiations. In case the dispute cannot be solved through negotiations within 30 days of receipt of a written claim from the other party, it shall be solved in the procedure laid down by the laws of the Republic of Lithuania in Vilnius City District Court No. 1 or in Vilnius County Court depending on which court has jurisdiction.
14. Other Terms and Conditions
14.1. The Client shall cover the Adtarget’s losses if they were incurred due to the claims filed by the third party as a result of improper performance of obligations under the Agreement on the part of the Client provided that the Adtarget has informed the Client about such claims in time.
14.2. The Parties agree that official information on the statistics of impressions and clicks of banners shall be the statistics which is provided on the Client's account on Adtarget.me platform. The Adtarget shall not assume responsibility regarding any inconsistency of such statistical information with the information provided by the third party.
14.3. The Adtarget shall issue an invoice to the Client within 7 business days for the services provided during the previous month. If the Client fails to file a well- founded written claim regarding the quality of the provision of services within 7 business days of receipt of the invoice by e-mail, it shall be considered that the Client accepted the services without any comments and contradictions.
14.4. The parties agree that any mutual disagreements, orders for services, confirmations or changes may be made by electronic means of communication and such documents shall have the legal value identical to that of signed documents.
14.5. The Agreement shall be made on the basis of the TOS after the TOS is accepted in accordance with the procedure specified in Clause 8 of the TOS and pursuant to the provisions of the Civil Code of the Republic of Lithuania and other legal acts.
15. Adtarget’s details
ADTARGET.ME UAB
Address: Zirmunu st. 70, Vilnius, LT-09124, Lithuania
Company registration number: 300616422
VAT number: LT100002765114
Bank account: LT907300010097554634 (Swedbank AB, bank code: 73000, SWIFT: HABALT22)
Phone: +370 647 21271
E-mail: support(et)adtarget.me