Terms and Conditions

The Terms govern your interactions with RollerAds and with the RollerAds Platform, as defined below. Please carefully 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 become a part of the RollerAds Network, as defined below.

1. Definitions

1.1. The Client, you, and your refer to you, a natural person or a legal entity accessing this website and the RollerAds Platform and accepting the Terms.

1.2. The Company, RollerAds, our, we, and us refer to our company that provides you with access to this website and the RollerAds Platform subject to the Terms.

1.3. The Account means an account created by the Client on the RollerAds Platform in order to use the services provided by the Company.

1.4. The Ad Unit means the advertising content such as, but not limited to, texts, URL links, and banner images.

1.5. The Administration Panel means the interface provided by RollerAds (i) to the Advertiser in order to provide the Advertiser with ability to upload its ads and follow-up the performance of ads; (ii) to the Publisher in order to provide the Publisher with ability to check the feeds statistics.

1.6. The Advertiser means the Client which, after completing the registration process (by providing all the required information and pressing the “Register” button) and authorizing RollerAds as the Client’s intermediary to utilize the Ad Formats, including, but not limited to, Push-Notifications, OnClicks, IPPs, and other Ad Formats available at the RollerAds Platform, becomes a part of the RollerdAds Network, being then entitled to create Push-Notifications (with the Push-Ads Material, for which the Advertiser is solely responsible).

1.7. The End User means an individual who has legally and validly subscribed or accepted to receive the relevant Ad Formats, or subscribed to it, or receives the Ad Formats in a manner that is acceptable under the applicable law and is a common practice.

1.8. The Publisher means the Client which, after completing the registration process (by providing all the required information and pressing the “Register” button) and authorizing RollerAds as the Client’s intermediary for the purpose of delivery of Ad Formats to the End-Users, becomes a part of the RollerdAds Network by installing or integrating the Ad Implementation.

1.9. The Ad Format means any of the following, including, but not limited to, Push-Notifications, Popunder Ads (OnClicks), In-Page Pushes, available at the RollerAds Platform for delivery to the End Users.

1.10. The Ads Material means the text, graphics, logos, designs, trademarks, copyrights, and other content created by the Advertiser for a particular Ad Format.

1.11. The Push-Notification means the Ad Format directly delivered to the mobile or desktop device of the End User who has previously expressly accepted to receive Push-Notifications, or subscribed to the same, even if the End User is not actively browsing the Internet.

1.12. The Popunder Ad (the OnClick) is the Ad Format that, after the End User clicks on the site, opens a full-fledged page under the End-User’s target page, which does not interfere with the current session.

1.13. The In-Page Push (the IPP) is the Ad Format that appears in the End User’s browser when the End User visits a website.

1.14. The Campaign means a certain number of actions set up by the Advertiser to increase traffic to the website of the Advertiser or any of its affiliates, or to increase sales, or to attract new customers, or to benefit from the increasing traffic in any other legally acceptable way.

1.15. The Reporting Period means a period of time equal to one calendar month or, if the services rendered via the RollerAds Platform were provided not from the first day of the month, the period from the day of start of rendering services until the end of the calendar month in which the services were rendered by the Company.

1.16. The RollerAds Network means the network formed by the Advertisers and Publishers that have been duly registered in the RollerAds Platform.

1.17. The 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/or launch any Ad Formats available, and (ii) enables the Publisher to obtain Push Tags and OnClick tags that will be delivered to the End Users to whom the Publisher has the capacity (directly or indirectly) to deliver Ad Formats.

1.18. The Click means number of times, as recorded by the RollerAds Platform, the End User visits the Advertiser’s website or application, as identified by clicks on the relevant Push-Notifications or by advertising impressions through the relevant OnClicks.

1.19. The Ad Implementation means, unless otherwise provided in the RollerAds platform, a script to the website root (tag), including, but not limited to, push tags and onclick tags.

1.20. The Insertion Order (the IO) means an individual written agreement between you and us that describes specific terms and conditions of services provided by us, including, but not limited to, particular payment terms and conditions and payment methods, and being effective together with the Terms. If the Terms and the IO contradict each other, then the IO shall prevail. If the IO is not signed by the Client and delivered to us, the Terms shall prevail and the IO is not applicable.

2. Scope of the Terms

2.1. By virtue of the Terms the Advertiser markets and advertises its goods, works, and services using the Ad Formats, and the Publisher utilizes Push Tags and OnClick Tags by means of the RollerAds Platform. Subject to your acceptance of the Terms, we grant you a non-exclusive, non-transferable, and limited license to access, non-publicly display, and use the RollerAds Platform.

2.2. At all times RollerAds acts as an intermediary, with no effective knowledge of the content of the Ad Formats shown to End Users (or websites or applications to which End Users are redirected), and has no control over End Users to whom the Ad Formats will be shown. The Advertiser or the Publisher is the only Party, respectively, for such content, and for ensuring that End Users have validly agreed to receive the Ad Formats. You agree to hold RollerAds harmless for any responsibility, infringement, damage, or loss that may result from, or in relation to, the Ad Formats delivered to the End User when using the RollerAds Platform.

2.3. Nothing in the Terms shall create or be deemed to create a relationship of employment, franchise, agency, partnership, or joint venture between Parties.

3. Rights and Obligations of the Company

3.1. Obligations of the Company:

3.1.1. To provide the Client with access to the RollerAds Platform in accordance with the Terms.

3.1.2. If the Push-Ads Material is rejected by us with respect to Clause 3.2.1 below, the Company shall notify the Advertiser on that within three (3) business days from the date of such rejection and offer the Advertiser to replace the rejected Push-Ads Material with the proper Push-Ads Material or bring the rejected Push-Ads Material in line with the Terms.

3.2. Rights of the Company:

3.2.1. To refuse the Advertiser to place the Ads Material and not to accept the Ads Material for placement if it does not comply with:

3.2.1.1. The Terms.

3.2.1.2. If applicable, the IO signed by the Advertiser and the Company.

3.2.1.3. The applicable law on the territory where the placement will be carried out.

3.2.1.4. The rules and regulations of the advertising websites where the Ads Materials are supposed to be placed.

3.2.2. To request and receive from the Client information, documents, clarifications, explanations, instructions for the production and placement the the Ads Material in the manner prescribed by the Terms, the applicable law on the territory where the placement will be carried out, and the rules and regulations of the advertising websites where the Ads Material are supposed to be placed.

3.3. In order to use the RollerAds Platform, you grant the Company a non-exclusive, royalty-free, worldwide license in connection with all the RollerAds Platform to:

3.3.1. Use, copy, adapt, reformat, recompile, communicate by telecommunication, truncate, edit, and/or modify any part of the information you provide us with for public performance, public display, and distribution.

3.3.2. Access, index, cache, and display the websites to which your ads link, or any portion thereof, by any means, including web spiders and/or crawlers.

3.3.3. Create and display copies of any text, images, graphics, audio, or video on the websites to which your ads link.

4. Rights and Obligations of the Advertiser

4.1. Obligations of the Advertiser:

4.1.1. To accept and pay in full and in due time for the services provided by the Company via the RollerAds Platform.

4.1.2. At least five (5) business days prior to the date of commencement of the provision of services for the placement of the Ads Material, to provide the Company with the Ads Material and/or information necessary for the proper rendering of services by the Company via the RollerAds Platform at the territory where the Ads Material placement is scheduled.

4.1.3. To ensure that the Ads Material provided by the Advertiser to the Company complies with the Terms, the IO signed by the Advertiser and the Company (if applicable), the applicable law on the territory where the placement will be carried out, and the rules and regulations of the advertising websites where the Ads Materials are supposed to be placed.

4.1.4. If the Ads Material is rejected by us with respect to Clause 3.2.1 above, within three (3) business days from the date of receipt of the notification from the Company, to replace the rejected Ads Material with the proper Ads Material or bring the rejected Ads Material in line with the Terms.

4.1.5. In order to become an advertiser of a software, or other applications, or extensions (the Software), the Software of the Advertiser must meet the following criteria:

4.1.5.1. Not to generate or facilitate unsolicited bulk commercial email.

4.1.5.2. Not to violate, or encourage the violation of, legal rights of others.

4.1.5.3. Not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purposes.

4.1.5.4. Not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware, etc.).

4.1.5.5. It must not alter, disable, interfere with, or circumvent any aspect of the software of third parties or advertisement services particularly.

4.1.6. The Advertiser must (i) make all reasonable efforts to prevent unauthorized use of its Software and/or (ii) stop or suspend such unauthorized use.

4.1.7. Advertisers are strictly forbidden from creating or maintaining more than one account on the RollerAds platform. Any attempt to establish multiple accounts by the same person, whether directly or indirectly, is prohibited. Any violation of this rule may lead to the suspension or termination of all related accounts and forfeiture of any remaining balances at the sole discretion of the Company.

4.2. Rights of the Advertiser:

4.2.1. At any time, to waive the Company’s services rendered via the RollerAds Platform, by notifying the Company in writing on such refusal at least two (2) business days in advance. Within this two-days notification period, the Advertiser shall pay the Company for the services actually rendered via the RollerAds Platform before the receipt of the notification from the Advertiser.

4.2.2. To request and receive from the Company guidance and help to enhance the Advertiser’s experience with working on the RollerAds Platform.

4.3. The Advertiser is solely responsible for the ads content, any website, or application, or other destination, and the data, and the 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. 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, 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) a third-party claim in relation to Advertiser’s use of the RollerAds Platform; (ii) Advertiser’s alleged breach of or failure to perform Advertiser’s obligations, or representations, or warranties as specified in the Terms or the IO (if applicable); or (iii) any claim related to the ads, the advertising materials, any website, application, 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.

4.7. The Company provides you with access to the Creatives Library in the RollerAds Platform. The Creatives Library is constructed for demonstration purposes only taking into account that:

4.7.1. All materials in the Creatives Library are protected by copyright 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 unless the Advertiser receives permission from the respective owner of a particular material.

4.7.3. Your access to the Creatives Library does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Creatives Library.

4.7.4. If you use any materials from the Creatives Library, you shall comply with the applicable law.

4.8. We reserve the right to reject any Ads Material at our sole discretion if we deem that the Ads Material violates or may violate the Terms, any relevant laws and regulations, or rights of any third party.

4.9. Advertisers are allowed to use any promo codes available to them, provided they do not engage in multi-accounting (see Clause 4.1.7 herein). Creating multiple accounts to claim promo codes is strictly prohibited. Any such attempts will result in the forfeiture of the promo codes and may lead to the suspension or termination of the Advertiser's account.

5. Rights and Obligations of the Publisher

5.1. In order to use the RollerAds Platform the Publisher must provide only those websites that comply with the Terms and the applicable law.

5.2. The Publisher agrees that the content of any of the Publisher’s website shall be appropriate and legal, and shall not:

5.2.1. Violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or our policies or guidelines.

5.2.2. Infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity.

5.2.3. Breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy.

5.2.4. Contain any false, deceptive, misleading, unethical, defamatory, libelous, or threatening assertions.

5.2.5. Contain “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group.

5.2.6. Facilitate or promote gambling, or the sale or use of liquor, tobacco products, illicit drugs, sex toys, products in the shape of certain body parts (genitals, butts, or female breasts), adult or pornographic videos, publications, live shows, sexual enhancement products, services that provide casual sex, international matchmaking or escorts, implied sexual activity (clothed or unclothed), the objectification of a person in a sexual manner to sell a product or service, unless there is a special permit presented.

5.2.7. Facilitate, promote, or forward illegal contests, pyramid schemes, or chain letters.

5.2.8. Misrepresent, or assist others in misrepresenting, any material fact, expressly or by implication, including:

5.2.8.1. Any website or other publication is an objective news report.

5.2.8.2. That objective news reporters have performed independent tests of any product, service, or program.

5.2.8.3. That independent tests demonstrate the effectiveness of any product, service, or program featured in any website or other publication.

5.2.8.4. That comments posted on websites express the views of independent consumers.

5.2.8.5. The total cost to purchase, receive, or use any product, service, or program.

5.2.8.6. Any material restrictions, limitations, or conditions to purchase, receive, or use any product, service, or program.

5.2.8.7. Any material aspect of the performance, efficacy, nature, or central characteristics of any product, service, or program.

5.2.8.8. Any material aspect of the nature or terms of a refund, cancellation, exchange, or repurchase policy for any product, service, or program.

5.3. We reserve the right to reject any of your websites at our sole discretion if we deem that such website violates or may violate the Terms, any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or rights of any third party.

5.4. When selling traffic to us, you are not allowed to buy traffic directly or indirectly from other ad-networks and resell this traffic via the RollerAds Platform. 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 may hurt our Advertisers and could get your account banned.

5.5. As a Publisher, you may use your funds that are payable to you under the Terms, to purchase “credits” (traffic) from the RollerAds Platform at your Advertiser’s account. When doing so, you confirm your understanding that traffic is not guaranteed by us.

5.6. Publishers are strictly forbidden from creating or maintaining more than one account on the RollerAds platform. Any attempt to establish multiple accounts by the same person, whether directly or indirectly, is prohibited. Any violation of this rule may lead to the suspension or termination of all related accounts and forfeiture of any remaining balances at the sole discretion of the Company.

5.7. Publishers are offered a referral program, which allows them to earn a percentage of the revenue generated by any referred Publisher who registers through their unique referral link. The amount payable is determined at the sole discretion of RollerAds. Any form of abuse of the referral program, including but not limited to creating multiple accounts for self-referral or manipulating earnings, is strictly prohibited. In the event of such abuse or violation of the multi-accounting policy (as outlined in Article 5.6), RollerAds reserves the right to withhold and deny any earned referral commissions and may take further action, including account suspension or termination.

6. Measurement of Push-Notifications Performance

6.1. The RollerAds Platform will be the only official counter for determining the number of Clicks delivered and amounts payable under the Terms.

6.2. You understand and agree that the RollerAds’ online real-time statistics is provided for the information purpose; it may not fully reflect the current situation and be 100% accurate. RollerAds reserves a right to make adjustments to the online statistics within a reasonable period of time.

6.3. RollerAds cannot guarantee any volume of traffic. Clicks can differ from one day to another following the performance of each Ad Format.

6.4. Each Party agrees not to engage in any fraudulent activity. For the purposes of this Clause the expression “fraudulent activity” means any of the following: (i) fictitious, automated and/or fraudulent Clicks; (ii) management and placement of any Ad Format in violation of the Terms, any applicable law, statute, directive, ordinance, treaty, contract, or regulation: (iii) or breaching any specific term agreed between the Parties.

7. Procedure of Payment from the Advertiser

7.1. Unless otherwise specified in the IO, services of the Company rendered through the RollerAds Platform shall be paid for by wire transfer or via any other payment method available at the RollerAds Platform.

7.2. The currency of payment is the US dollar (USD).

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 Terms and/or the signed IO payment terms.

7.5. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or governmental charges, bank fees and commissions, which are payable by you and are in addition to any amounts due to us hereunder.

7.6. For the signed IO (if applicable):

7.6.1. Payments from a company/person other than mentioned in the IO are not acceptable.

7.6.2. 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 the 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 the corporate bank account only. Transfers from personal bank accounts in this case are not acceptable. If any detail of the Advertiser's legal name/address is changed, the IO has to be updated and re-signed respectively.

7.6.3. Changes in the payment procedure are possible only after Parties sign the change in the IO.

7.7. The minimal amount of payment is USD 50 (fifty United States Dollars).

7.8. The cost of the Company's services and the current balance of payments is displayed on the Advertiser’s account in the RollerAds Platform.

7.9. For the Advertiser that opted to use the RollerAds Platform on a prepayment basis the services can be provided only within the accessible balance of the Advertiser’s account in the RollerAds Platform. If the Advertiser opted the prepayment basis with a credit limit the services can be provided within negative balance not exceeding the size of credit limit.

7.10. For the Advertiser that opted to use the RollerAds Platform on a post-payment basis the cost of the Company’s services for the Reporting Period is indicated in the invoice for payment. In such cases, the terms and conditions of the payment are agreed upon in the IO.

7.11. The Client’s payment obligations shall be considered fulfilled from the moment the funds are credited to the Company’s bank account.

7.12. 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 ten (10) 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 rendered, to the extent specified in the invoice.

7.13. The Company from time to time may offer the Advertiser a bonus designed to enhance the Advertiser’s experience by providing additional funds upon making an initial deposit into the Advertiser’s account. The bonus offer is available only to the Advertisers who make an initial deposit into their RollerAds account. T o qualify for the bonus, the Advertiser must successfully complete the deposit. Bonus funds will be credited to the account only after the deposit has been processed and confirmed.

7.14. The funds to be spent from the Advertiser’s balance as follows:

7.14.1. Funds paid by the Advertiser to RollerAds according to the Clause 7.1 of the T erms and/or in accordance with the IO .The Advertiser's deposited funds will always be used first when running campaigns.

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 portion of the Advertiser’s balance, excluding the bonus funds, can be refunded at the Advertiser’s request in accordance with the Refund Policy. The minimum refund amount is $50 USD. When the Insertion Order (IO) is terminated, the remaining balance will be refunded without a minimum limit. Any remaining bonus funds will be forfeited if the Advertiser withdraws their deposit or discontinues use of their RollerAds account. Furthermore, bonus funds cannot be transferred, redeemed for cash, or withdrawn from the account.

8. Procedure of Payment to the Publisher

8.1. Payments to the Publisher can be made by wire transfer or by other payment methods available at the RollerAds Platform.

8.2. Pre-payments to a particular Publisher can be made by the Company according to the Terms and Conditions of such a Publisher.

8.3. Post-payments to the Publisher are made on the basis of:

8.3.1. Invoices issued by the Publisher at the end of the Reporting Period.

8.3.2. Requests made by the Publisher in the RollerAds platform.

8.4. We strongly encourage you to issue your invoices or file your requests at the RollerAds platform on a regular basis. If the period for which your remuneration has been accrued is more than one (1) month, and for any reason you have not requested payment of such remuneration from us, then upon your request for payment, we have the right to make such payment within a period of time equal to the period for which the previously unclaimed remuneration was accrued, divided by two (2). At the same time, payments for your other requests for periods following the moment of the request for the previously unclaimed remuneration, we have the right to make only after we have made the previous payments.

8.5. In some instances, it is possible that RollerAds may not be able to deliver payment for any reason we see fit and in accordance with applicable law.

8.6. 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.

9. Warranties and Representations

9.1. You represent, warrant, and covenant that:

9.1.1. All information you provide or use (including our suggestions) in connection with the Terms, the IO (if applicable), and/or on your website, including all creatives, titles, descriptions, trademarks, listings, abstracts, ad target options, domain names, content of ads, data, data feeds, content, and URLs is, and will be updated to remain, current and accurate.

9.1.2. The website to which any ad links will look substantially the same to all End Users regardless of the End Users' location.

9.1.3. Your information (as defined in Clause 9.1.1 above) is either original to you or you have secured all necessary rights and licenses for its use as contemplated by the Terms and/or the IO, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees).

9.2. The Advertiser represents, warrants, and covenants that all its advertising materials comply with the requirements of the legislation on the territory of which the placement is planned, including the requirements of the legislation on advertising. At the request of the Company, no later than three (3) business days from the date of receipt of the Company’s request, the Advertiser shall provide the Company with documentary evidence of the accuracy and legitimacy of the information contained in the materials submitted to the Company. If the Advertiser fails to comply with this Clause 9.2 on any aspect, the Advertiser must compensate the Company all losses, damages, and expenses incurred as a result of such a failure.

9.3. The Advertiser represents, warrants, and covenants 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 a free, unlimited, revocable, worldwide license to demonstrate the object of advertising on the Internet and elsewhere for purposes which relate or may be related to us our our business, including but not limited to, advertising, marketing, research.

10. Warranty Disclaimer

10.1. THE ROLLERADS PLATFORM, ROLLERADS WEBSITES, CODE, DESIGN, AND DOCUMENTATION ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE HEREBY DISCLAIM ON BEHALF OF ROLLERADS AND ITS AFFILIATES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

11. Liability of the Parties and Force Majeure

11.1. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Terms and/or the IO, for any failure or delay in fulfilling or performing any provision of the Terms and/or the IO (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (the Impacted Party) reasonable control, including, without limitation, the following force majeure events that frustrate the purpose of the Terms and/or IO (the Force Majeure):

11.1.1. Acts of God.

11.1.2. Flood, fire, earthquake or explosion.

11.1.3. War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest.

11.1.4. Government order or law.

11.1.5. Actions, embargoes, or blockades in effect on or after the date of your acceptance of the Term and/or the IO.

11.1.6. Action by any governmental authority.

11.1.7. National or regional emergency.

11.1.8. Strikes, labor stoppages, or slowdowns, or other industrial disturbances.

11.1.9. Epidemic, pandemic or similar influenza or bacterial infection.

11.1.10. Emergency state.

11.1.11. Shortage of adequate medical supplies and equipment.

11.1.12. Shortage of power or transportation facilities

11.1.13. Other similar events beyond the reasonable control of the Impacted Party.

11.2. For avoidance of doubt, if the Terms and/or cannot be performed due to the Force Majeure, the responsibility shall be exempted in part or in whole according to the influence of the Force Majeure. However, if the Force Majeure occurs after the party delays performance, the party shall not be exempted from liability.

11.3. If the Force Majeure affects the performance of the Terms and/or the IO, the Impacted Party shall promptly notify the other Party and submit to the other Party a sufficient and valid proof of the Force Majeure within a reasonable period after the end of the Force Majeure. Otherwise, the corresponding liability shall not be waived.

11.4. In the event of the Force Majeure, the deadline for fulfilling obligations under the Terms and/or the IO shall be extended in proportion to the time during which the Force Majeure and its consequences are in force. If the Force Majeure exists for more than 3 (three) months in a row, any Party will have the right to unilaterally terminate the IO and the Terms by notifying the other Party in writing five (5) business days prior to the date of termination.

11.5. Each Party represents and warrants the other Party that in the event of a breach of the Terms and/or the IO, the default Party shall 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 Party in breach. The cumulative liability of the Company for all claims, regardless of the form of action, shall not exceed: (i) towards the Advertiser - the total fees actually paid by Advertiser during the three-months period prior to the date the cause of action arose; (ii) towards the Publisher - one thousand US dollars (USD 1,000.00).

11.6. 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% of the amount of the overdue payment per each day of delay.

12. Confidentiality

12.1. Each Party shall not use for purposes not related to the use of the RollerAds Platform, and not disclose to any persons (except for the persons specified below) without other Party’s prior written consent (to be received in each case of disclosure) any information that is considered as confidential.

12.2. Confidential information (the Information) means any information received by one Party from another Party about this first Party and/or its affiliates and/or its properties, obligations, processes, plans, which contains any financial data and any other data about this Party, and its affiliates, and its properties, obligations, processes, plans, 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, trade secrets, together with compilations, forecasts, research, and other documents, related to the results of works, activities of the Party as a whole, activities of its affiliates, delivered in material form or in any other form as well, including verbal form.

12.3. The Information does not include such information that:

12.3.1. Is publicly accessible at the time of its disclosure or became publicly accessible afterward not through the fault of the Party.

12.3.2. Was acquired by the Party from a third party who has not declared its obligations to keep confidentiality of such information.

12.3.3. Was independently received by the Party without the use of confidential information disclosed by the other Party.

12.3.4. Cannot be deemed as confidential under the applicable law.

12.4. The Party may disclose the Information to those of its officers, аffiliates, professional advisors, lawyers and auditors, and subcontractors, engaged by the Party to deal with the RollerAds Platform. This Party will ensure that each of the above mentioned persons to whom the Information will be disclosed in accordance with the present Clause, will be made aware, in advance of disclosure, of their obligations of non-disclosure as indicated in the Article 12 of the Terms, as well as the Party will ensure that each of those persons will act in accordance with the obligations under the Terms.

12.5. If at any time while the Party remains in possession of the Information, the Party becomes aware that it may be required to disclose Information by any law or regulation or at the direction of any court, or state, or government body, the Party to the extent permitted by law will inform the other Party of this fact and upon other Party’s requests will take part in meetings with the other Party to discuss the further actions. The disclosure of the Information as a result of any law or regulation or upon requests of any court or government authorities shall not be deemed as breach of this Article 12 of the Terms.

12.6. Each Party, with the prior written permission of the other Party, shall have the right to make a statement, including a public one, about the fact of accepting the Terms and/or signing the IO between the Parties, provided that specific terms and conditions of the IO shall not be disclosed. By accepting the Terms, you consent to provide us with your permission to make such statements, unless you notify us in writing on withdrawal of your consent specified in this Clause.

13. Assignment

13.1. RollerAds may assign the Terms and/or the IO to a subsidiary or business successor without your prior consent. You may not assign the Terms and/or the IO without the prior written consent of RollerAds, which shall not be unreasonably withheld.

14. Notices

14.1. We may give notices to you by posting on the RollerAds Platform, or by email to the address provided by you. You must ensure that your account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to our address available to you at your account.

15. Governing Law and Venue

15.1. To the maximum extent permitted by law, the T erms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws and regulations applicable in the State of Delaware, including any amendment therein from time to time and the applicable Federal laws of the United States of America.

15.2. FOR ANY CLAIM BROUGHT BY YOU AGAINST US, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS LOCATED IN THE STATE OF DELAWARE. FOR ANY CLAIM BROUGHT BY US AGAINST YOU, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL JURISDICTION IN AND THE VENUE OF THE COURTS IN THE STATE OF DELAWARE AND ANYWHERE ELSE WHERE PERSONAL JURISDICTION OVER YOU CAN BE FOUND.

16. Refund Policy

16.1. A refund could be applied in case the advertising campaign cannot be launched due to reasons included but not limited to noncompliance of the Push-Ads Material with the Terms, unacceptable quality and/or content of the creative, other reasons deemed applicable by the RollerAds’ officer. The refund applies only upon a written request sent to support@rollerads.com. Such a request must contain reasons for your refund.

16.2. The refund will be made in the amount of unused funds. Amount must be calculated based on the RollerAds’ reporting system.

16.3. The 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.

16.4. The refund request will be considered legitimate ONLY if it is sent from the email used for the Advertiser’s account registration.

16.5. The refund may be credited back to the same payment method and same account that was used to make the payment.

16.6. The refund is not acceptable in case the Advertiser breaches the Terms.

17. Waiver

17.1. 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.

18. Severability

18.1. 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.

19. Cancellation

19.1. The Company shall be entitled, with immediate effect, to stop the Client's activity in the RollerAds Platform where:

19.1.1. The Client uses the RollerAds Platform in a manner that entails the perpetration of a crime.

19.1.2. The Client uses the RollerAds Platform in a manner that causes or may cause losses for the Company or any third party.

19.1.3. It may be reasonably assumed that the Client's activity violates any applicable law, statute, directive, ordinance, treaty, contract, or regulation.

19.1.4. Notwithstanding reminders, the Advertiser fails to pay agreed fees or any other remuneration to the Company within a stated time.

19.1.5. The Client otherwise fails to comply with the Terms and such breach of the Terms is material.

19.1.6. The Client is placed into insolvent liquidation or is otherwise insolvent.

19.2. In case mentioned in Clause 19.1 above, the Company shall have the right to block the Client's account immediately and to withhold the remaining funds in the Client's account as a fine that equals to the remainder, provided, however, that the Company may charge the Client with any other payment due under the Terms and/or the IO (if applicable).