Terms and Conditions
These Terms and Conditions (the Terms) constitute the legal agreement between you (the «Advertiser» or the «Publisher», as may be applicable) and Kavanga Inc. («RollerAds»), the company duly incorporated in Delaware, USA, having its registered number 6104887 and registered address at: 919 North Market Street, Suite 950, Wilmington, DE 19801. The Terms will govern your participation in RollerAds platform.
Please read the Terms before completing the registration process in the RollerAds platform. By pressing the «Register» button at the end of the registration process you agree to be bound by the Terms, and will become the part of the RollerAds network.
1.1. Client, You and Your refers to you, the person or the legal entity accessing this website and accepting the Terms.
1.2. The Company, RollerAds, Ourselves, We and Us, refers to Kavanga Inc.
1.3. Party, or Parties, refers to both the Client and ourselves, or either the Client or ourselves.
1.4. Account means an account created by a Client on the Platform in order to use the Services.
1.5. Ad Unit means advertising content such as texts, URL links, and banner images.
1.6. Administration Panel means the interface provided by RollerAds (i) to the Advertiser in order the Advertiser to be able to upload its Push-Notifications, and follow-up its performance; (ii) to the Publisher in order the Publisher to be able to check feeds statistics.
1.7. Advertiser means an RollerAds’ client, who after completing the registration process (by providing all the required information and pressing the REGISTER button) will become part of the RollerAds Network, being then entitled to create Push-Notifications (providing the required Push-Ads Material, for which the Advertiser will be liable of), and authorizing RollerAds as your intermediary to include them on the RollerAds Platform.
1.8. End-User means individuals who have legally and validly subscribed or accept to receive Push-Notifications.
1.9. Publisher means an entity that has the capacity to (directly or indirectly) deliver Push-Notifications to End-Users, and who after completing the registration process (by providing all the required information and pressing the REGISTER button) will become part of RollerAds Network, being then able to participate on the RollerAds Platform, and authorizing to this effect RollerAds to act as intermediary.
1.10. Push-Ads Material means the text, graphics, logos, designs, trademarks and copyrights created by the Advertiser for a particular Push-Notification.
1.11. Push-Notification means the ad format directly delivered to End-Users' mobile or desktop device, who have previously and expressly accepted to receive push notifications, or subscribed to the same.
1.12. RollerAds Network means the network formed by the Advertisers and Publishers that have been duly registered in the RollerAds Platform.
1.13. RollerAds Platform means the online platform owned and operated by RollerAds, to which YOU have registered, and that (i) enables the Advertiser to create and launch Push-Notifications Campaigns, and (ii) enables the Publisher to obtain Push-Notifications Advertisements that will be delivered to the End-Users to whom the Publisher has the capacity (directly or indirectly) to deliver Push-Notifications.
1.14. Click means the number of times, as recorded by RollerAds Platform an End-User visits the Advertiser’s Website or Application, as identified by clicks on the relevant Push-Notifications.
1.15. Insertion Order (IO) means the individual agreement between a Client and the Company, describing specific issues of services provided and acting together with the Terms. In cases when the IO and the Terms come to contradiction, the IO prevails. When the IO is not signed, all aspects of the Parties interaction are regulated by the Terms. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
2. Subject matter of the Terms
2.1. By virtue of the Terms Advertiser(s) markets and advertises their goods and services using Push-Notifications and Publisher(s) delivers the Push-Notifications to its End-Users, using the RollerAds Platform. On top of that, RollerAds provides guidance to help Advertisers and Publishers.
2.2. RollerAds acts at all times as an intermediary, with no effective knowledge on the content of the Push-Notifications shown to End-Users (or the Websites or Applications they redirect to), and with no control on the End-Users to which the Push-Notifications will be shown. Advertisers and Publishers are the only responsible parties, respectively, for such content, and for ensuring End-Users have legally and validly completed the subscription or acceptance to receive Push-Notifications; and will always hold RollerAds harmless for any responsibility, infringement, damage or loss that may derive from, or in relation to, Push-Notifications delivered to End-Users using the RollerAds Platform.
3. Rights and obligations of the Company
3.1. The Company shall be obliged:
3.1.1. To provide advertising services of proper quality in full and in due time, in accordance with the Terms;
3.1.2. To ensure that the advertising services provided comply with the requirements of the Advertiser and the requirements of the current legislation on the territory of which the services are provided;
3.1.3. If advertising materials are rejected in accordance with Clause 3.2.1 of the Terms, to notify the Advertiser within 3 (three) working days from the date of rejection and offer the Advertiser to replace the rejected advertising materials or bring them in line with the requirements.
3.2. The Company shall have the right:
3.2.1. To refuse to the Advertiser in the placement of advertising materials, not to accept advertising materials for placement if they do not comply with:
126.96.36.199. The Terms;
188.8.131.52. The signed IO between the Company and the Advertiser (if applicable);
184.108.40.206. The requirements of the current legislation on the territory of which the placement will be carried out;
220.127.116.11. The rules and requirements of advertising sites where advertising materials are supposed to be placed.
3.2.2. To require and receive from the Advertiser information, documents, clarifications, explanations, instructions for the production and placement of advertising materials in the manner prescribed by the Terms and the current legislation on the territory of which the placement is planned.
4. Rights and obligations of the Advertiser
4.1. The Advertiser shall be obliged:
4.1.1. To accept and pay for advertising services provided by the Company, in full and in due time.
4.1.2. At least 5 (five) working days prior to the date of commencement of the provision of services for the placement of advertising materials, to provide the Company with advertising materials and/or information necessary for the proper provision of services by the Company, in accordance with the law, where the placement is planned.
4.1.3. To ensure that the materials provided to the Company comply with The Terms and the IO signed between the Company and the Advertiser (if applicable), the requirements of the current legislation on the territory of which the placement is planned, as well as the advertising sites where advertising materials are supposed to be placed.
4.1.4. If advertising materials are rejected, within 3 (three) working days from the date of receipt of the notification from the Company, to replace the rejected advertising materials and/or bring them in line with the requirements.
4.1.5. In order to be eligible to become an advertiser of software or other applications or extensions (the Software), Advertiser’s Software must meet the following criteria:
18.104.22.168. Not to generate of facilitate unsolicited bulk commercial email;
22.214.171.124. Not to violate, or encourage the violation of, the legal rights of others;
126.96.36.199. Not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purposes;
188.8.131.52. Not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware, etc.);
184.108.40.206. It must not to alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly.
4.1.6. The Advertiser will make all reasonable efforts to prevent unauthorized use of its Software and to prevent or suspend any such unauthorized use.
4.2. The Advertiser shall have the right:
4.2.1. At any time, to refuse the Company’s advertising services by notifying the Company of the refusal at least 2 (two) working days in advance. At the same time, the Advertiser shall undertake to pay the Company the actual costs incurred thereby for the provision of services until the receipt of notification from the Advertiser.
4.2.2. To require and receive from the Company the necessary information, documents, clarifications, explanations related to the provision of services under the Terms.
4.2.3. To require the Company to provide services and their delivery in the manner prescribed by the Terms.
4.3. The Advertiser is solely responsible for the ads content, any website or application or other destination and the data and subject matter of any ad or advertising materials. The Advertiser releases the Company from any and all liability arising from Advertiser’s use of the ads and advertising materials as permitted in the IO. The Company shall have no obligation to monitor Advertiser’s ads, traffic or materials, and the Company assumes no obligation and hereby disclaims any liability for Advertiser’s use or placements of any ads or materials.
4.4. The Advertiser shall not violate, misappropriate, or infringe any third party's intellectual property rights, rights of privacy and publicity, or other proprietary or legal rights or contain, promote, link or advocate any content that infringes or encourages the infringing of any third party's intellectual property rights, rights of privacy or publicity, or other proprietary or legal rights.
4.5. The Advertiser agrees to defend, indemnify and hold harmless the Company and each of its affiliates and their respective directors, officers, shareholders, employees and representatives from and against any and all damage, injury, liability, costs and expense (including reasonable attorneys’ fees) in relation to any proceeding or other claim, whether or not involving a third party claim, related to any allegation relating to (i) third party’s claim in relation to Advertiser’s use of the services hereunder, (ii) Advertiser’s alleged breach of or failure to perform Advertiser’s obligations or representations or warranties in the Terms, or (iii) any claim related to the ads, the advertising materials, any website(s), application(s) or materials linked or related thereto, and/or the content of or representations made in or the services or products related therewith, (iv) any claim based on an assertion that any material provided in relation to the Terms infringe or misappropriate a patent, trademark or copyright or any other intellectual property right, and (v) any claim related to the collection, processing or use of data by or on behalf of the Advertiser. The Company will have the right to control the defense of any claim involving the Company.
4.6. In no event shall the Company be liable for any consequential, incidental, indirect, punitive, special or other similar damages and any loss of profits, loss of revenue, loss of use, whether under tort, contract or other theories of recovery, even if it has been aware or advised of the possibility of such damages. The cumulative liability of the Company for all claims, regardless of the form of action, shall not exceed the total fees actually paid by Advertiser during the three (3) months period prior to the date the cause of action arose.
4.7. The Company gives access to the Creatives Library in RollerAds platform taking into account that:
4.7.1. All materials in the Creatives Library are protected by the copyright law and belong to their respective owners.
4.7.2. All materials in the Creatives Library can be used only as samples for advertising campaigns of the Advertiser. The Company doesn’t host and doesn’t distribute any materials online or offline.
4.7.3. The Advertiser can use any materials in the Creatives Library at his own risk.
4.7.4. The Company takes no risk for the possible violation of the copyright law by the Advertiser.
5. Rights and obligations of the Publisher
5.1. Publisher acknowledges and agrees to provide its Websites that are in compliant with all applicable law in order to use RollerAds Services.
5.2. Publisher agrees that the content of Publisher’s Website shall be appropriate and legal, and shall not contain:
5.2.1. Infringe the intellectual property rights, rights of privacy or any other rights whatsoever of any third party;
5.2.2. Malware, materials containing viruses or other computer codes, files or programs designed to breach, destroy or limit the operation of any computer or telecommunication equipment or software;
5.2.3. Materials, that promote violence, racial, national, political, religion intolerance, or advocacy against any individual, group, or organization. The call for change the political system of a sovereign state, participation in terrorist organizations.
5.3. RollerAds reserve the right to reject any Ads on their sole discretion if such Ads violate applicable laws, the Terms, or violate or may violate the rights of third party.
5.4. When selling traffic to us, the Publisher not allowed to buy traffic directly or indirectly from other ad-networks and resell this traffic via RollerAds Platform. If the Publisher does so, he may lose all or parts of your earnings on this traffic. It is also not allowed to filter the traffic sold to us based on carrier/wifi, OS, device, browser, etc. Doing this will hurt our advertisers and could get your account banned.
6. Measurement of push-notifications performance
6.1. RollerAds Platform will be the official counter for determining the number of Clicks delivered and amounts payable under this Agreement.
6.2. Advertiser and Publisher understand that RollerAds’ online real-time statistics may not be 100% accurate and that RollerAds may make adjustments to online statistics.
6.3. RollerAds cannot guarantee any volume of traffic. Clicks can differ from one day to another following the performances of each Push-Notification.
6.4. Each Party undertakes not engage any Fraudulent Activity. Fraudulent Activity means any of the following: (i) fictitious, automated and/or fraudulent clicks; (ii) management and placement of Push-Notifications in violation of any applicable law or regulation or breaching the specifications agreed between the Parties.
7. Procedure of payment from Advertisers
7.1. Services of the Company shall be paid for via wire transfer of by transfer to the Company’s PayPal account.
7.2. The currency of payment is US dollar.
7.3. The Advertiser represents and warrants that all payments will be made in the full amount, free of any deductions.
7.4. All payments due to the Company will be paid fully on schedule, according to the signed IO payment terms.
7.5. The Advertiser will pay its own applicable taxes and bank fees and any other charges imposed or that may be imposed for wire transfers.
7.6. Payments from company/person other than mentioned in the IO will not be accepted. It is required that the IO is completed and signed strictly in accordance with the Advertiser’s bank account details. All details from the IO and bank account details must match (for example, legal name = bank account/beneficiary name; legal address = bank account address), otherwise the Company reserves the right to request supplemental documents. If the Advertiser holds both corporate and individual bank accounts, bank transfers must be made from corporate bank account only. Transfers from personal bank accounts in this case will not be accepted. If any detail of the Advertiser's legal name/address is changed, the IO has to be updated and re-signed respectively.
7.7. Changing the payment procedure shall be possible only through the conclusion of an addendum to the IO.
7.8. The minimal amount of payment is 50 (fifty) USD.
7.9. The cost of the Company's services and the current balance of payments is displayed on Advertiser’s account in the RollerAds platform.
7.10. For the reporting period, the Parties accept a period of time equal to one calendar month or, if the services were provided not from the first day of the month, the period from the day the services began to be provided until the end of the calendar month in which the Company provided the services (hereinbefore and after referred to as the Reporting Period).
7.11. For pre-payment advertisers services can be provided only within accessible balance of their accounts in the RollerAds platform. For pre-payment advertisers with credit limit the services can be provided within negative balance not exceeding the size of credit limit.
7.12. For post-payment clients the cost of the Company’s services for the Reporting period is indicated in the invoice for payment. The terms and conditions of payment are agreed upon in the IO. The IO may provide post-payment within the time frame set by the IO. The IO is in writing. Specific terms of payment are agreed in the IO. The Advertiser shall pay to the Company the cost of the Company's services at the time and in the manner agreed upon by the Parties. The Advertiser’s payment obligations shall be considered fulfilled from the moment the funds are credited to the Company’s bank account.
7.13. The final cost of the services rendered by the Company shall be determined by the Company on the basis of statistical data of services on the actual volumes of services rendered for the Reporting Period, without deviating from the terms and conditions of cost formation agreed in the IO and specified in the Invoice, which is drawn up at the end of each Reporting period. The Company prepares the Invoice on demand of the Advertiser and sends it to the Advertiser within no more than 10 (ten) business days of the end date of the Reference Period in which the services had been rendered. Invoice is drafted on the last date of the Reference Period. Along with the Invoice the Company provides a report on the services rendered, which is prepared by the Company in a free form and must contain a detailed description of the services provided, to the extent specified in the Invoice.
7.14. Money spent from the Advertiser’s balance is made in the following order:
7.14.1. Funds paid by the Advertiser to RollerAds according to the paragraph 7.1 of the Terms;
7.14.2. Funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of RollerAds.
7.15. The unused rest of the Advertiser’s balance can be refunded to the Advertiser by its demand. The minimal amount of refund is 50 (fifty) USD. When the IO is terminated, the rest of the Advertiser’s balance is refunded to it without the minimal limit.
8. Procedure of payment to Publishers
8.1. Payments to Publishers can be made by wire transfer of by transfer to the Publisher’s PayPal account.
8.2. Pre-payments to publishers are made by the Company according to the Terms and Conditions of these publishers.
8.3. Post-payments to publishers are made based on:
8.3.1. Invoices issued by the publishers after the Reporting period;
8.3.2. Request made by the publisher in RollerAds platform.
8.4. In some instances, it is possible that RollerAds may not be able to deliver payment for any reason we see fit. When receiving money, you agree that you entered the correct payment information to be paid. In the case that you did not enter the correct information, whether from accident or on purpose, RollerAds has the right to not correct this and terminate your account, although we will do our best to accommodate your needs. The publisher may use funds to purchase ‘credits’ (traffic) from our system. When doing so, the publisher understands that traffic is not guaranteed.
9. Intellectual property rights, licenses, guarantees
9.1. Each Party represents and warrants that it has all rights and powers necessary to conclude and execute the Terms, and does not infringe any rights of third parties, including the rights to the advertised intellectual property.
9.2. The Advertiser guarantees that all its advertising materials comply with the requirements of the current legislation on the territory of which the placement is planned, including the requirements of the legislation on advertising, and do not violate the intellectual property rights of third parties. The Advertiser shall undertake, no later than 3 (three) working days from the date of receipt of the Company’s request, to provide documentary evidence of the accuracy of the information contained in the materials submitted to the Company, and shall also undertake to compensate the Company for the losses caused by violation of this clause in full.
9.3. The Advertiser guarantees that it has all necessary rights and powers in relation to the object of advertising, and in order to properly fulfill the obligation under the Terms, shall provide the Company with permission to demonstrate the object of advertising on the Internet and for other advertising purposes.
10. Liability of the Parties and Force Majeure
10.1. For non-fulfillment or improper fulfillment of obligations under the Terms, the Parties shall be liable in accordance with the Terms and the applicable legislation established by the Parties in the Terms.
10.2. Each Party represents and warrants to the other Party that in the event of a culpable breach of the terms and conditions of the Terms or applicable law, the culpable Party shall undertake to indemnify the affected Party for the losses caused by such breach, including compensation for the costs incurred to satisfy claims, lawsuits, demands, complaints of third parties whose rights and legitimate interests have been violated by the guilty Party.
10.3. The Party shall be released from liability if the failure to perform or improper performance of obligations was due to force majeure circumstances, that is, unforeseen, extraordinary and inevitable circumstances under the given conditions, which the Parties could neither foresee nor prevent by reasonable measures and which change the legal status of the Parties under the Terms, limit and/or prohibit the performance of obligations under the Terms or otherwise affect the possibility of fulfilling the Terms (including the guilty actions or omissions of third parties involved by the Company to provide services under the Terms, which the Company could neither foresee nor prevent by reasonable measures), as well as other circumstances beyond the reasonable control of the Party.
10.4. The Party referring to force majeure circumstances shall be obliged, within 3 (three) working days from the date of occurrence of such circumstances, to inform the other Party of the occurrence and/or termination of such circumstances in writing. In this case, the Parties shall, as soon as possible, consult with each other and agree on the measures to be taken by the Parties.
10.5. Untimely notification of force majeure circumstances shall deprive the Party of the right to refer thereto in the future as the basis/reason for non-fulfillment of obligations.
10.6. In the event of force majeure circumstances, the deadline for fulfilling obligations under the Terms shall be extended in proportion to the time during which such circumstances and their consequences are in force. If force majeure circumstances exist for more than 3 (three) months in a row, any Party will have the right to terminate the signed IO unilaterally by notifying the other Party in writing 5 (five) working days before the date of termination.
10.7. In case of delay in payment for the services rendered, the Advertiser, at the request of the Company, shall pay penalties in the amount of 0.1% per day of the amount of the overdue payment for each day of delay.
11. Information privacy
11.1. Each Party undertakes not to disclose, transfer to third parties or use, except for the purposes of executing the Terms, any information received from the other Party regarding the business plans of the other Party, its products, customers, technologies, software, computer systems, marketing and promotion methods, trade margins, cost of goods, cost of materials, capital structure, results of primary activity or other business matters and any other trade secret or production secrets of the other Party (hereinafter referred to as the Confidential Information), without the prior written permission of the other Party (obtained in each separate case).
11.2. The following is not Confidential and is not subject to protection from disclosure:
11.2.1. Publicly known information that has become so through no fault of the Party;
11.2.2. Information provided legally from a source other than the transferring Party, provided that such source is not bound by a confidentiality agreement with the transferring Party;
11.2.3. Information the disclosure of which is provided for, permitted or required by applicable law.
11.3. Each Party shall be obliged to take sufficient measures to protect Confidential Information. Confidential Information may be communicated by either Party only to those persons who need it for the performance of the IO. Before receiving Confidential Information, such persons (including employees of the Party) must be notified of its confidential nature and must confirm in writing the obligation to keep it secret.
11.4. Any of the Parties, in agreement with the other Party, shall have the right to make a statement, including a public one, about the fact of the conclusion of the IO between the Parties, but without disclosing its specific terms and conditions.
12. Assignment, governing law and jurisdiction
12.1. RollerAds may assign the Terms to a subsidiary or business successor. You may not assign the Terms without the prior written consent of RollerAds, which shall not be unreasonably withheld.
12.2. The Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Delaware.
12.3. Each party irrevocably agrees, for the sole benefit of RollerAds that, subject as provided below, the courts of the State of Delaware shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or its subject matter or formation. Nothing in this clause shall limit the right of RollerAds to take proceedings against Advertiser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
13. Refund policy
13.1. Refund could be applied only upon written request containing reasons for your refund to email@example.com in case if Ad campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by RollerAds’ officer.
13.2. Refund will be made in the amount of unused funds. Amount must be calculated based off RollerAds’ reporting system.
13.3. Refund shall be applied only to the actual payments made by the Advertiser to RollerAds. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of RollerAds are non-refundable in any case and subject to the terms and conditions of such programs.
13.4. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.
13.5. The refund may be credited back to the same payment method and same account that was used to make the payment.
13.6. Refund is not acceptable in case the Advertiser breaches terms and conditions of the Terms.
14.1. The waiver by either Party of any default or breach of the Terms will not constitute a waiver of any other or subsequent default or breach.
15.1. Any provision of the Terms which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of the Terms or affecting the validity or enforceability of such provisions in any other jurisdiction.
16.1. The Company shall be entitled, with immediate effect, to stop the Advertiser's activity in RollerAds Platform where:
16.1.1. The Advertiser uses RollerAds Platform in a manner that entails the perpetration of a crime;
16.1.2. The Advertiser uses RollerAds Platform in a manner that occasions losses or the risk of loss for the Company or any third Party;
16.1.3. It may be reasonably assumed that the Advertiser's activity violates governing law;
16.1.4. Notwithstanding reminders, the Advertiser fails to pay agreed fees or any other remuneration to the Company within a stated time;
16.1.5. The Advertiser otherwise fails to comply with the Terms and such breach of contract is material; or
16.1.6. The Advertiser is placed into insolvent liquidation or is otherwise insolvent.
16.2. In this case, the Company shall have the right to block the Advertiser's account immediately and to withhold the remaining funds in the Advertiser's account as a fine.