- PURPOSE OF THE AGREEMENT
- ADVERTISER AND PUBLISHER ACCOUNT
- ADVERTISER REQUIREMENTS
- PUBLISHER REQUIREMENTS
- MEASUREMENT OF PUSH-NOTIFICATIONS PERFORMANCE
- PAYMENTS AND BIDDING (ADVERTISERS)
- PAYMENTS (PUBLISHERS)
- INTELLECTUAL PROPERTY
- DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES
- ASSIGNMENT, GOVERNING LAW AND JURISDICTION
- FORCE MAJEURE
- REFUND POLICY
- ENTIRE AGREEMENT
THESE TERMS AND CONDITIONS (THE “AGREEMENT”) CONSTITUTE THE LEGAL AGREEMENT BETWEEN YOU (THE “ADVERTISER” OR THE “PUBLISHER”, AS MAY BE APPLICABLE) AND ROLLERADS (KAVANGA INC.) THAT WILL GOVERN YOUR PARTICIPATION IN ROLLERADS’ PLATFORM.
PLEASE READ THE AGREEMENT BEFORE COMPLETING THE REGISTRATION PROCESS IN THE ROLLERADS PLATFORM. BY PRESSING THE “REGISTER” BUTTONAT THE END OF THE REGISTRATION PROCESS YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT AND ALL ITS TERMS AND CONDITIONS, AND WILL BECOME PART OF THE ROLLERADS NETWORK.
If you do not agree with these Terms and Conditions, do not access or use the Company Services or interact with the Company or any of its affiliates.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements:
“Client”, “You” and “Your” refers to you, the person or Legal Entity accessing this website and accepting the Company’s terms and conditions.
“The Company”, “Ourselves”, “We” and “Us”, refers to our Company (RollerAds). “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves.
Account - means an account created by an Advertiser on the Platform in order to use the Services.
Ad Unit(s) - advertising content such as texts, URL links, and banner images.
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.
Advertiser(s) means RollerAds’s clients, 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.
End-User means individuals who have legally and validly subscribed or accept to receive Push-Notifications.
Publisher(s) 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.
Push-Ads Material means the text, graphics, logos, designs, trademarks and copyrights created by the Advertiser for a particular Push-Notification.
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.
RollerAds Network means the network formed by the Advertisers and Publishers that have been duly registered in the RollerAds Platform.
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.
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.
Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
PURPOSE OF THE AGREEMENT
By virtue of this Agreement 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 Advertiser(s) and Publisher(s).
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.
ADVERTISER AND PUBLISHER ACCOUNT
Clients are solely responsible for ensuring the accuracy of all information provided in accessing the Platform (such as entering bid prices, bid criteria, destination URLs, etc). Clients must diligently protect their account password and take all measures to prevent unauthorized access.
If an account has been compromised or is being used in an unauthorized manner, clients must immediately notify RollerAds representatives. Clients are responsible for checking and reviewing from time to time its account and account activity.
Advertiser acknowledges and agrees to provide Ads materials that are compliant with all applicable law in order to use RollerAds Services.
Upon using RollerAds Services Advertiser shall not:
1. promote content that is illegal, harmful, slanderous, unethical, promotes hatred and/or racial, ethnic, sexual, religious or social discrimination or is insulting to any persons and/or organizations;
2. provide Ads that are violate third party rights including underage people and/or cause harm in any way;
3. download, send, transmit or otherwise post and/or distribute any 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, for unauthorized access as well as serial numbers to commercial software and generation programs, logins, passwords and other means to receive authorized access to fee-based online resources, or post links to such information;
4. infringe the intellectual property rights, rights of privacy or any other rights whatsoever of any third party;
5. provide Ads, that promote drugs, or any related paraphernalia, weapons and other prohibited goods or services.
7. Advertiser acknowledges and agrees that the one is responsible for all provided Advertisement, which is provided to be placed on Publisher’s website.
8. Content and landing page is obliged to be passed with moderation for check before using through RollerAds Services.
9. Due to specification of push notifications Advertiser costs will continue for 12 more hours after the campaign reached its limit, so the clicks and spend numbers will grow, which may cause budget overspend.
10. If the User makes two times higher rate, than it is recommended in the Advertisement campaigns, RollerAds is not responsible for possible over budget of the Advertisement campaigns.
1. Publisher acknowledges and agrees to provide its Websites that are in compliant with all applicable law in order to use RollerAds Services.
2. Publisher agrees that the content of Publisher’s Website shall be appropriate and legal, and shall not contain:
2.1. infringe the intellectual property rights, rights of privacy or any other rights whatsoever of any third party;
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;
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;
When selling traffic to us, you are not allowed to buy traffic directly or indirectly from other ad-networks and resell this traffic via our platform/system. If you do so, you 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.
All numbers with respect to the Ad Units distribution for the purposes of billing and payment shall be based on RollerAds’ reporting system. RollerAds will provide Advertiser with automatic reports at least on a weekly basis through the Platform. The parties agree that RollerAds's reports and winning bids (as recorded and/or calculated in RollerAds’s logs) will be deemed as sole and decisive evidence with respect to amounts owed hereunder and shall be binding upon the Advertiser.
RollerAds shall have the right to place certain tracking technology in the Ad Units (such as tracking pixel(s) or any other mechanism(s)) for observing and recording the performance of the Ad Units.
MEASUREMENT OF PUSH-NOTIFICATIONS PERFORMANCE
RollerAds’ Platform will be the official counter for determining the number of Clicks delivered and amounts payable under this Agreement.
Advertiser and Publisher understand that RollerAds’ online real-time statistics may not be 100% accurate and that RollerAds may make adjustments to online statistics.
RollerAds cannot guarantee any volume of traffic. Clicks can differ from one day to another following the performances of each Push-Notification.
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.
PAYMENTS AND BIDDING (ADVERTISERS)
Advertiser shall make prepayment by adding funds to its account balance in the Platform. Payment to Publisher of the amount specified in the Platform for every Action made in the Target Countries and according to other terms as specified in the Platform will be reduced from the existing account balance.
ePayments, WebMoney (WMID: 242361116098) and Bank Wire Transfers are all acceptable methods of payment. Our Terms are payment in full before starting your advertising campaign. Returned Bank Wire Transfers will incur a 50 USD charge to cover banking fees and administrative costs.
ePayments, WebMoney and Bank Wire Transfers are all methods of payment. Our Terms of payments are as follows: Payments are usually sent out on the 10th of every month, for the previous month, if the publisher (you) has a balance greater than $100 USD. In some instances, it is possible that we (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 as stated in the ‘Superior Force’ clause.
1. Either party may terminate the present Agreement with 48 hours’ written notice to the other party.
2. RollerAds shall be entitled, with immediate effect, to stop Client's activity in the platform or to prematurely terminate this Agreement in writing where: (a) Client uses the Service or Program in a manner that entails the perpetration of a crime; (b) Client uses the Service or Program in a manner that occasions losses or the risk of loss for RollerAds or any third Party; (c) it may be reasonably assumed that activity violates governing law; (d) notwithstanding reminders, client fails to pay agreed fees or any other remuneration to RollerAds within a stated time; (e) Client otherwise fails to comply with this Agreement and such breach of contract is material; or (f) Client is placed into insolvent liquidation or is otherwise insolvent.
In this case, RollerAds shall have the right to block your account immediately and to withhold the remaining funds in your account as a fine.
You acknowledge and agree that in case of Your account has been deleted at any reason it doesn’t mean that user data would be erased too.
In this clause, “RollerAds Rights” means in relation to RollerAds, the Platform and Services, all:
(i) patents, inventions, designs, copyright and related rights, database rights, know-how and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and the rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights. RollerAds shall grant the Advertiser an unlimited, non-exclusive, fully transferable, sub-licensable, worldwide, royalty-free, fully paid up right and licence to use the Platform.
Except as expressly set out in these Terms, you are not entitled, for any purpose, to any RollerAds IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the RollerAds IP Rights and you understand and accept that by using the Services pursuant to these Terms you shall not: acquire or otherwise be entitled to any RollerAds IP Rights; make a claim in respect of any RollerAds IP Rights or any other equivalent rights; or use, attempt to use, copy, imitate or modify (whether in whole or in part) any RollerAds IP Rights, except with our prior written consent.
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITIES
You agree that your use of the RollerAds Services is at your sole and exclusive risk. RollerAds Services is provided "as-is" and without any warranty or condition, express, implied or statutory.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER, WITHOUT LIMITATION, SUCH DAMAGES ARISE FROM (i) YOUR USE, MISUSE OR INABILITY TO USE THE ROLLERADS SERVICES, (ii) YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, (iii) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF ROLLERADS SERVICES, (iv) THE TERMINATION OF ROLLERADS SERVICES BY US, OR (v) THE TEMPORARY OR PERMANENT SHUTDOWN OF YOUR PROPERTY OR OTHER PROPERTIES PARTICIPATING IN THE ROLLERADS SERVICES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER ROLLERADS SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH ROLLERADS SERVICES.
Each of the Parties hereby represents and warrants that it is in compliance with the Data Protection regulations applicable to the same (including EU regulations in force on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), and that it has complied with all the terms, requirements, proceedings and regulations required to collect personal data (by whatever means), taking into account the foreseen use of the same.
YOU acknowledge and accept that all personal data submitted in relation to the Agreement (or your registration in the RollerAds Platform) will be incorporated on RollerAds database, created with the aim to carry out the contractual relationship between the Parties, as well as to provide commercial information (by any means available, including by web-based technology), in order to complement the commercialized services. RollerAds informs YOU of YOUR rights of access, rectification, cancellation and opposition. YOU are entitled to exercise any of these rights, by means of written notification to the following email address:email@example.com
ASSIGNMENT, GOVERNING LAW AND JURISDICTION
RollerAds may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of RollerAds, which shall not be unreasonably withheld.
This Agreement 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.
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 this agreement 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.
Neither RollerAds nor any member of the RollerAds Companies shall be liable or responsible to you, or be deemed to have breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.
Refund could be applied only upon written request containing reasons for your refund to firstname.lastname@example.org 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.
Refund will be made in the amount of unused funds. Amount must be calculated based off RollerAds’ reporting system.
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.
A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.
The refund may be credited back to the same payment method and same account that was used to make the payment.
Refund is not acceptable in case the Advertiser breaches terms and conditions of the present Agreement or other terms agreed by the parties.
This Agreement constitute the Parties’ entire agreement with respect to the subject matter hereof, and replace, annul and supersede any other agreements or documents of the Parties in relation thereto.
RollerAds reserves the right to modify, from time to time and in its sole discretion this Agreement. In case of modification of this Agreement, RollerAds will communicate said modification to YOU. The notified modification shall be deemed accepted by YOU provided that YOU do not communicate in writing to RollerAds YOUR disagreement within a period not exceeding five (5) days. In case YOU communicate YOUR disagreement, RollerAds will be entitled either to terminate the Agreement, or to maintain applicable to YOU the terms and conditions in force prior to the modification.
The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
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