This Agreement was last revised on November 19, 2016.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1.1 In these terms the following definitions apply:
|AdPushup||Means AdPushup, Inc. Address: 4023 Kennett Pike #51234 Wilmington, DE 19807, USA;|
|Services||Means all of the services described in clause 3.1 of this Terms of Service Agreement;|
|User||Means any visitor of the Website who accesses or uses the contents and services offered by the Website;|
|Publisher||Means a User who has opened an account with the Website;|
|Code||Means the software code, provided by AdPushup to Publisher, necessary for AdPushup to provide the Services|
|Publisher Sites||Means the website(s) owned/operated by Publisher and approved by AdPushup for the provision of Services under this Agreement;|
|Publisher Content||Means any blog entries, bookmarks, postings, messages, opinions, text, files, links, images, photos, video, sounds; works of authorship, feedback, bug reports and other materials available on any of Publisher Sites.|
|Publisher Data||Means Site, user and third party data related to Publisher Sites It shall also include any profile information, data, and other content or information provided by the Publisher, directly or indirectly, to AdPushup in connection with the Publisher’s use of the Service, including without limitation such data, content, and information related to Publisher’s business or the users of the Publisher Sites.|
|AdPushup Data||Mean any Publisher Data that AdPushup aggregate with other data (including our data owned by AdPushup, and third party data relating to Publisher Sites) for any purpose;|
Means any content or activity that is :
Means engaging in any of the following :
|Publisher Agreement||Means the agreement between AdPushup and Publisher which Publisher enters when opening a Publisher Account offline.|
1.2 By using the Website a User agrees and bounds himself or herself to these Terms. If a User does not agree to be bound by these Terms then that User must not use or access the Website and the services offered by the Website.
1.3 AdPushup reserves the right to change, modify, alter and / or update these Terms at any time with or without prior notice. Any aspect of the Platform may be changed, updated, supplemented or deleted or discontinued (temporarily or permanently) without notice at the sole discretion of AdPushup. Please check this page frequently and regularly for any change. A User’s continued usage of the Application after any change to these Terms will mean that the User has accepted the changes.
1.4 The Website pages may contain inadvertent inaccuracies or typographical errors. These will be corrected at the discretion of AdPushup as and when they are found. The information on the different web pages of the Website are updated regularly but inaccuracies may remain or occur when changes occur between updates.
1.AdPushup grants a limited license to each User to access and make personal use of the contents, materials, services etc of the Website or any third party content in accordance with these Terms and subject to the following conditions
2. AdPushup does not give User the right to collect or use the contents and services contained on the Website for the purposes prohibited by AdPushup. User shall not indulge in any data extraction or data mining activity whatsoever.
3. AdPushup does not give User the right to create any derivative work of the contents, services, or products of the Website or of any third party content or service available via the Website.
4.AdPushup does not convey any interest in or to the information, content, services available via the Website or any other AdPushup material including intellectual property by permitting the user to access the Website.
5. ADPUSHUP TRADEMARKS AND INTELLECTUAL PROPERTY
3.1 The Services means all of the following services provided by AdPushup to Publisher:
3.2 ELIGIBILITY: AdPushup shall provide Services only to those Users who have attained the minimum age of 18 years. By opening an account with the Website, User represents and warrants that the User is at least 18 years of age, in case the User is an individual.
4.1 In order to access the Services provided by the Website, a User will have to register as a Publisher by opening a Publisher’s Account and providing certain information to AdPushup. The User will be able to create the Account filling out the relevant Sign-Up form.
4.2 Publisher may also enter into a Publisher Agreement offline in order to receive the Services.
4.3 Publisher may request to add any of its websites, blogs and/or other properties to the Services. AdPushup may, in its discretion, reject or approve the Publisher’s request.
4.4 IAdPushup shall have the right to remove any of the approved Publisher Sites from the Services at any time.
4.5 The Publisher agrees to provide any additional information regarding the Publisher’s Sites and proposed Publisher Sites that AdPushup may reasonably request.
4.6 AdPushup grants Publisher a license to include on the approved Publisher Sites the Code. Publisher shall place the Code, without modification, directly within the HTML code.
4.7 Upon AdPushup’s written request, Publisher will promptly remove the Code from any of Publisher Sites.
4.8 Publisher may not place Code on any website that has not been approved by AdPushup in advance.
5.1 Publisher authorize AdPushup to
5.2 AdPushup may reject or remove a specific Ad from Publisher Sites, modify or suspend the Services and/or delete Publisher’s Account at any time for any reason or no reason.
5.3 Publisher shall not cover or obscure any Ads via HTML/CSS, scripting or any other means.
5.4 Publisher shall use the Services only in compliance with the terms of this Agreement and all applicable local, state, national, and international laws, rules and regulations.
5.5 Unless AdPushup expressly agree otherwise, AdPushup will have the sole discretion to:
6.1 Publisher shall be solely responsible for Publisher’s direct or indirect (i.e., publishers for whom Publisher is a service provider) use of the Services (e.g., access to and use of the Account and safeguarding usernames and passwords) and the AdPushup Data.
6.2 Publisher shall use the Services only in compliance with the terms of this Agreement and all applicable local, state, national, and international laws, rules and regulations.
6.4 Publisher agree that each and every Advertisements put on the Publisher Sites shall conform to the Standard for Advertisements set forth in Exhibit A attached to and made part of this Agreement.
7.1 Publisher shall not implement any other third-party product or solution, to monetize a webpage on which AdPushup serves an ad impression (“AdBlocked Impression”). Further, if any such solution is already integrated, the publisher authorizes AdPushup to disable any such third party solutions or products, technically, to implement exclusive monetization of the web page on which AdPushup serves an ad impression.
8.1 Publisher shall not directly or indirectly
8.2 Publisher is not allowed to indulge in any Prohibited Activity or to click on the ads served on Publisher Sites.
8.3 Publisher is not allowed to, directly or indirectly, encourage the visitors of Publisher Sites to click on the Ads served by AdPushup.
9.1 The Publisher hereby grants AdPushup an unrestricted, irrevocable, perpetual, fully-paid and royalty-free right to use, create derivative works from and sub-license (including without limitation, the right to grant further sub-licenses) the Publisher Data for the purposes of
9.2 The Publisher hereby grants AdPushup an unrestricted, irrevocable, perpetual, fully-paid and royalty-free right to use and sub-license (including without limitation, the right to grant further sub-licenses) the Content for the sole purpose of providing and improving the Services.
9.3 Name and Logo:
11.1 The payment terms mentioned in this agreement supersede any payment related agreements (verbal or written), between AdPushup and the Publisher, except for a Publisher Agreement executed offline.
11.2 Publisher Payments:
11.3 AdPushup Payments:
11.4 Additional Payment Terms
12.1 AdPushup is constantly changing and improving the Services. AdPushup shall have the right to add or remove functionalities or features of the Services at any time, and may suspend or stop a Service altogether.
12.2 This Agreement supersedes any online or click-through agreement located at www.adrecover.com or any other agreement between Publisher and AdPushup covering the subject matter contained herein.
13.1 “Confidential Information” of a disclosing party hereunder (“Discloser”) means all of the Discloser’s non-public information, including without limitation, the terms of this Agreement. The AdPushup Data is the Confidential Information of AdPushup. The Publisher Data is the Confidential Information of Publisher.
13.2 Confidential Information of Discloser shall not be used by the other party hereto (“Recipient”) for any purpose other than performing Recipient’s obligations or exercising Recipient’s rights as contemplated hereunder, and Recipient will not otherwise at any time disclose the Confidential Information of Discloser to any third party without Discloser’s prior written consent.
13.3 Recipient agrees that it shall treat all Confidential Information of Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information (i) to the extent required by law or (ii) to its employees, attorneys, accountants, banks and other financing sources and their advisors under an obligation of confidentiality.
14.1 Each Party represents and warrants to the other party that (i) it holds all rights necessary to perform its obligations hereunder and (ii) all information provided by it to the other party is complete, correct and current
14.2 Publisher further represents and warrants that (a) Publisher owns or is otherwise authorized to use, and is solely responsible for, the Content posted on any of Publisher Sites and (b) Publisher holds, and hereby grants to AdPushup, all rights necessary for AdPushup to perform its obligations hereunder.
15.1 INITIAL TERM: The initial term of for the provision of Services shall be for 30 days starting from the date of creation of the Publisher Account with the Website (Initial 30 Day Period). Either party shall have the right to terminate this agreement at any time during this Initial 30 Day Period by giving written notice to the other party.
15.2 MANDATORY PERIOD:
15.3 After the Mandatory six months period Terms of Service Agreement shall continue unless terminated by either party as per the following terms:
15.3 Without limiting other remedies, AdPushup may limit User’s activity, temporarily suspend, indefinitely suspend, or refuse to provide the Website services to the User if, within the sole and independent judgment of AdPushup :
16.1 EEach party indemnifies, defend and hold harmless the other party and its agents, affiliates and licensors from any and all losses, claims, damages, liabilities and expenses in relation to any third-party claims or any government or industry investigation, including reasonable costs of investigation and reasonable attorneys’ fees (“Claims“) brought against the indemnified Party arising out of or related to any breach of this Agreement by indemnifying party or due to Indemnifying Party’s negligence, misrepresentation of default.
17.1 ETHE SERVICES AND THE ADPUSHUP DATA ARE PROVIDED “AS-IS” AND AS AVAILABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ADPUSHUP EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
17.2 AdPushup shall not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in case of system failure, maintenance or repair or for any other reasonable cause.
18.1 EXCEPT FOR CLAIMS RELATING TO SECTION 13, SECTION 16 AND USE OF THE ADPUSHUP DATA, AND SUBJECT TO SECTION 11.4 (i), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS TERMS OF SERVICE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY DAMAGES ARISING FROM OR RELATED TO THIS TERMS OF SERVICE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), IN EXCESS OF $1,000 OR THE EQUIVALENT AMOUNT IN THE CURRENCY OF THE COUNTRY IN WHICH PUBLISHER RESIDES.
19.1 User undertakes not to use the Website for illegal purposes and the User shall not violate any law, statute, ordinance or regulation relating to the use of the Website and the services provided by AdPushup through the Website.
19.2 User shall not indulge in any activity or transaction, through the Website, that could cause AdPushup to violate any applicable law, statute, ordinance or regulation.
19.4 By registering herself as a Publisher, the User represents and warrants that the User is legally capable of entering into binding contracts.
19.5 User agrees to provide accurate personal information while registering with the Website.
19.6 Publisher agrees that the Publisher alone shall be fully responsible for protecting the privacy of the username and the password. A User shall ensure that the password is not misused by anyone.
19.7 User shall not interfere with or disrupt the Website, or networks connected to, or any activity conducted on the Website in any manner including, but not limited to, use of viruses or other similar computer programming.
19.8 User shall not use any robot, spider, scraper or other device or automated means to access the Website, or to monitor the activity, or copy pages and other contents from the Website, except in the operation or use of an internet “search engine”, hit counters or similar technology.
19.9 User shall not take any action that AdPushup, in its sole discretion, believes imposes an unreasonably large load on AdPushup servers, including without limitation, deep linking into the Website.
19.10 User agrees to follow all the applicable laws.
20.1 The Website may contain links to other sites on World Wide Web and Internet which are not under the control of, or maintained by, AdPushup. AdPushup undertakes no obligation to monitor such sites, and User agree that AdPushup shall not be liable or responsible, in any manner whatsoever, for content or services provided by such sites or any technical or other problems associated with any such third-party Sites, or Links.
21.1 AdPushup makes all reasonable attempts to exclude viruses and other form of harmful computer attacks from these pages, but it cannot ensure this exclusion and no liability is accepted for viruses etc. Please take all appropriate safeguards before using or downloading information from the Website.
22.1 Since AdPushup respects artist and content owner rights, it is AdPushup’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If Publisher believes that its copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify AdPushup’s copyright agent as set forth in the DMCA. For Publisher’s complaint to be valid under the DMCA, Publisher must provide the following information in writing:
22.2 A statement that Publisher has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
22.3 A statement, made under penalty of perjury that the above information is accurate, and that Publisher is the copyright owner or is authorized to act on behalf of the owner.
22.4 The above information must be submitted to the following DMCA Agent:
17.5 UNDER LAW, IF PUBLISHER KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, PUBLISHER MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
18.1 This Agreement, and all disputes relating thereto, shall be governed exclusively by the laws of the State of California, without application of its rules regarding conflicts of laws. If a dispute arises out of (or relates to) this Agreement or the breach thereof, the parties agree to submit said dispute to binding arbitration held in the State of California, and administered in accordance with the then current arbitration guidelines and rules of JAMS, and the parties further agree that any judgment or award rendered by said arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party remains entitled to seek equitable relief in a court of competent jurisdiction located in the State of California.
23.1 NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY’S LIABILITY IN RESPECT OF (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (II) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (III) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
23.2 This Agreement, and all disputes arising out of or relating to it or its subject matter or formation (including non-contractual disputes), shall be governed exclusively by the laws of England and Wales. If a dispute arises out of (or relates to) this Agreement or its subject matter or formation (including non-contractual disputes), the parties agree to submit said dispute to the non-exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, each party remains entitled to seek equitable relief and/or to seek to enforce or to protect its intellectual property rights in any court of competent jurisdiction.
24.1 Each party will, in all matters relating to this Agreement, act as an independent contractor.
24.2 Except as expressly contemplated by this Agreement, neither party has, nor will represent that it has, any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party in any capacity.
24.3 If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that best approximates the intent and economic effect of the affected provision.
24.4 AdPushup will not be liable for any delay or failure to perform any of our obligations set forth in this Agreement due to causes beyond AdPushup’s reasonable control.
24.5 Publisher will not assign or transfer any rights or obligations under this Agreement without our prior written consent. Any attempted assignment or delegation in violation of this Agreement will be null, void and of no effect.
24.7 AdPushup’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
24.8 Except where otherwise indicated, any notice or communication under this Agreement shall be sent via email (i) if to Publisher, to the email address specified by Publisher in the Publisher’s Account with the Website, and (ii) if to AdPushup, to email@example.com
24.9 The provisions under Sections 11 through 23 will survive termination of this Agreement for any reason.
1.4 SPECIFIC CRITERIA
5.1 The following types of ads shall be considered as unacceptable, except when the user intentionally interacts with the ad (e.g. clicks on the ad to see a video ad playing), and shall not be placed on Publisher Sites.