Advertisers terms & conditions
ADVERTISERS TERMS & CONDITIONS
The following terms and conditions shall govern the placement and delivery of advertising as set forth in any insertion orders or service agreements (“IO”) executed by and between Taptica and Advertiser.
- Ads. Prior to the effective date of the campaign (as specified in the Insertion Order) Advertiser will create and deliver to Taptica all content required for any ads in the form requested by Taptica and in accordance with any specifications and policies set-forth by Taptica.
- Advertising Policy. Advertiser is solely responsible for the ads content, any website or application or other destination that the ads direct to, and any services and products that are offered in connection with the ads. Taptica will not be required to publish any ad that is not in accordance with its policies, restrictions or specifications as determined in its sole discretion. Notwithstanding the foregoing, Taptica’s policies, specifications and/or recommendations should not be construed as legal advice, or as sufficient guidelines to ensure that such ads comply with applicable law. Taptica shall have no obligation to monitor or edit the ads, and Taptica assumes no obligation and hereby disclaims any liability for Advertiser’s use or placements of any ads. Taptica will determine the measurement of the impressions, clicks, offers, installs, conversions or other results and all payments will be based on such numbers and shall be final. Taptica shall not be responsible for any damage or loss as may be caused by the disruption of ads or the removal of ads by any third party, including but not limited to, any failure on the part of an advertising channel.
- Distribution of Ads. Positioning of the ads is at the sole discretion of Taptica and its affiliates. Taptica does not guarantee that Advertiser’s ads will be available through any specific part of the networks upon which Taptica places the ads, the timing of delivery of the ads and/or the placement and positioning of the Advertiser’s ads. Taptica reserves the right to approve, omit, edit or reject any of Advertiser’s ads for any reason at any time, including the right to make minor changes to the ads in order to optimize campaign results, with or without notice to the Advertiser. In addition, Taptica reserves the right, at any time, to remove any of Advertiser’s ads if Taptica determines, in its sole discretion that the ad or any portion thereof, violates any of Taptica’s policies or may result in liability to Taptica. In addition, Taptica shall have the absolute right to reject any URL link embedded within any ad. Taptica’s failure to reject, cancel, approve, omit, edit or modify shall not be construed as an acceptance of an ad, nor shall it negate other provisions of the IO or these terms and conditions, specifically with respect to liability. Publisher or its affiliates may reject or remove any ad for any or no reason. Advertiser agrees that Taptica shall not be responsible for any discrepancy in targeting criteria, which is the result of the publisher’s reporting methods.
- No Guarantee. To the fullest extent permitted by law, Taptica disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions; (iv) clicks; (v) conversions or other results for any ads; and (vi) the adjacency or placement of ads within the advertising networks used by Taptica. Advertiser acknowledges, agrees and accepts the risk that prohibited or improper activity can be generated by third parties, and any credits or refunds for such activity are at Taptica’s sole discretion. Taptica shall have no responsibility or liability in relation with any third party click fraud or other improper actions that may occur.
- Payments. Advertiser will make payments to Taptica in accordance with the payment terms in the IO. Payments are due based on Advertiser’s ads placed by Taptica regardless of whether Advertiser has collected payment from its clients. Advertiser’s failure to make timely payment and/ or any charge-back by Advertiser shall constitute a material breach of the agreement between the parties. Advertiser will be responsible for all reasonable expenses (including, but not limited to, attorneys’ fees and costs) incurred by Taptica in collecting such amounts due plus interest at the rate of eighteen percent (18%) per annum or the maximum amount permitted by law, whichever is less.
All amounts payable represent the net amounts to be received by Taptica and do not include any current or future customs, duties, charges or taxes, including, but not limited to, sales tax, withholding taxes, VAT, and any other taxes and transfer charges (including to correspondent banks), which may apply. All transfer charges upon payment (including correspondent banks) shall be borne by the Advertiser. Advertiser shall pay Taptica the full amount invoiced, without offset or deduction for any taxes or charges as described above.
- Confidentiality. Advertiser agrees to keep this agreement and all of its terms, numbers and information, confidential. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation prototypes, samples, technical data, trade secrets, know-how, actual and anticipated research, developments or products, product plans, services, software, inventions, processes, discoveries, formulas, architectures, concepts, ideas, designs, drawings, personnel, customers, markets, marketing plans, distribution methods, business plans, finances and manufacturing plans). Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not include any information which (i) was publicly known prior to the time of disclosure by the disclosing party; (ii) becomes publicly known after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) was independently developed by the receiving party without use of the disclosing party’s Confidential information; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Each party shall use Confidential Information disclosed to it by the other party only for the purpose of the services of this Agreement and the Insertion Order signed by the parties. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.
- License. Advertiser hereby grants to Taptica and Taptica’s affiliates and partners a non-exclusive, royalty-free, worldwide, transferable license, under all Advertiser’s rights, to: (a) use, perform, serve, place and display all ads and materials delivered hereunder; and (b) use all associated Advertiser intellectual property in connection therewith. Advertiser agrees that Taptica may include Advertiser’s name (including any trade name, trademark, service mark and logo) and any ad provided hereunder on Taptica’s advertisers list and in its marketing materials and sales presentations and provide Taptica with the license to use its trade names, trademarks, service marks and logo for the purpose hereof.
- OWNERSHIP. Taptica is the sole owner of any and all intellectual property rights associated with the services herein. Taptica retains all rights, title and interest, including any and all intellectual property rights in and to any materials created, developed or provided by Taptica in relation to Advertiser’s campaign. Taptica reserves all rights not expressly granted herein.
- NO WARRANTY. Taptica’s services provided hereunder are provided on an “as is” and “as available” basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted display or distribution of any ad. In the event of interruption of display or distribution of any ad, Taptica’s sole obligation will be to restore service as soon as practicable.
- Limitation of Liability. In no event shall Taptica 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 TAPTICA FOR ALL CLAIMS RELATING TO THE IO, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY ADVERTISER UNDER THE IO DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
- Indemnification. Advertiser agrees to defend, indemnify and hold harmless Taptica 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) or other claim, whether or not involving a third party claim, related to any allegation relating to Advertiser’s breach of the terms of the IO or the terms herein, the failure to perform any obligation undertaken in the IO and/or herein, the content of, or representations made in any ads or Advertiser’s website or other materials, and/or any other content, material, products, services, content linked to from the ads, or information provided, created or used by Advertiser. Taptica will have the right to control the defense of any claim involving Taptica.
- Miscellaneous. The IO and these terms will be governed and construed in accordance with the laws of the State of Israel without giving effect to conflict of laws principles. Any dispute or claim arising out of or in connection with an IO or these terms shall be adjudicated in Tel-Aviv-Jaffe. Neither party may assign or transfer its rights under this Agreement without the prior written consent of the other party; provided that such consent is not required in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business. The parties hereto are independent contractors and this Agreement does not create an agency, joint venture or partnership. Any notice permitted or required by this Agreement will be in writing and transmitted by e-mail to the receiving party at the address provided. Any such notice will be deemed to have been received on the same business day if sent by during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day. 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. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement, including all applicable Attachments and addendums hereto, constitutes the entire agreement between the parties concerning the services and related Confidential Information. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. Taptica reserves the right to modify, from time to time and in its sole discretion, any of the terms of this Agreement and Advertiser waives the right to receive notifications for changes. In the event that Advertiser continue the use of the services, it shall be deemed as acceptance by Advertiser of the modifications or changes. If Advertiser does not agree to the modifications or changes, Advertiser shall provide Taptica with written notification and stop using the services.