Terms and Conditions for Advertisers
IMPORTANT, PLEASE READ CAREFULLY: These Terms and Conditions for Advertisers (the “Terms“) will govern the relationship between Explorads LTD, a Cyprus limited liability company with a principal place of business at 2 Filiou Zannetou C&F Orologa building, 3021 Limassol Cyprus (“Explorads”) and the Advertiser (as defined below) as to any use of the Platform (as defined below) or receipt of Services (as defined below) by the Advertiser. These Terms, together with the DPA (as defined below), are referred to hereunder as the “Agreement“).
“Advertiser” means the person or entity to whom Explorads is to provide the Services and/or access to the Platform pursuant to the Agreement.
By either (a) clicking a box that states that the Advertiser accepts or agrees to these Terms, or (b) using and/or accessing the Service and/or Platform the Advertiser signifies his consent to the Agreement in full. If Advertiser does not accept the Agreement in its entirety, it may not access or use the Services and/or the Platform. If you are an individual who consents to the Agreement on behalf of Advertiser, you represent and warrant that you have the authority to bind Advertiser to the Agreement and your consent to the Agreement will be treated as the consent of the Advertiser. Advertiser also agrees to the use of: (a) electronic means to consent to and complete the Agreement and to provide Advertiser with any notices given pursuant to the Agreement; and (b) electronic records to store information related to the Agreement and Advertiser’s use of any Service and/or the Platform.
From time to time Explorads may change these Terms. Explorads will make reasonable commercial efforts to notify Advertiser of any updates to these Terms by making such updates available on Explorads’ website. Advertiser’s continued use of any Service and/or the Platform will be deemed acceptance to any amended or updated Terms.
The Terms shall govern any and all future mutual agreed campaigns or engagements of the Advertiser, as an advertiser, with Explorads, unless agreed otherwise by Explorads in writing, and in case of inconsistency between the provisions of these Terms to any other Advertiser’s terms and conditions, the provisions of these Terms shall prevail.
1. Registration; Account
1.1. In order to receive the Services and/or access to the Platform, Advertiser may be required to register for an online, password-protected account provided by Explorads, or a third-party on behalf of Explorads, allowing Advertiser to access and use the Service and/or the Platform in accordance with the terms of the Agreement (the “Account”). In registering an Account, Advertiser shall: (i) provide accurate, truthful, current and complete information; (ii) maintain and promptly update its Account information; (iii) maintain the security of its Account by not sharing Account access data, including any log-ins and passwords, and restricting access to its Accounts and devices; (iv) promptly notify Explorads if it discovers or otherwise suspects any security breaches related to the Account, including if its Account information or access data has been compromised; and (v) take sole responsibility for all activities that occur under its Account and accept all risks of unauthorized access. In the event of a breach, Explorads reserves the right to close Advertiser’s existing Account and require Advertiser to create a new Account and agree to all then-current Explorads terms and policies in place.
1.2. Explorads will have the right to require Advertiser to prepay Explorads for its usage of the Service and/or the Platform, and to suspend Advertiser’s Account until such prepayment is made.
1.3. Advertiser agrees to keep its Account information, such as user names and other login data, passwords, and other information required in order to access the Account, strictly confidential, and will not disclose such information to any third party without Explorads’ prior written (email suffices) approval or as otherwise permitted hereunder. Advertiser must inform Explorads immediately upon becoming aware that any unauthorized third party has gained access to any such information or to Advertiser’s technology, systems, equipment, and/or property. Explorads reserves the right at its sole discretion to either change the access information or to block any Account at Explorads’ own discretion and without prior notification. In such cases, Explorads will inform the Advertiser without undue delay and will provide any such new access information upon request within a reasonable time.
2. Services; Platform
2.1. Subject to Advertiser’s full compliance with the terms of the Agreement, Explorads shall promote the Advertiser’s advertisements, products or services provided by the Advertiser (the “Advertising Material”) on Explorads’ ad inventory, in accordance with the campaign guidelines provided by the Advertiser and agreed to by Explorads (collectively, the “Services“).
2.2. The Services may be provided by granting the Advertiser a non-exclusive, non-transferable, right during the Term to access and use Explorads’ proprietary or licensed platform (the “Platform”) solely for Advertiser’s internal business purposes and pursuant to terms of the Agreement.
2.3. Advertiser shall not use the Service and/or Platform in a manner that violates any applicable laws. Further, Advertiser shall not: (a) unless in accordance with these Terms, grant third parties permission to use the Service and/or the Platform, resell, transfer, pledge, lease, rent, or share Advertiser’s rights under these Terms; (b) modify, remove or amend Explorads’ name or logo, update, reproduce, duplicate, copy all or any part of the Service and/or the Platform; (c) make the Service and/or the Platform or content generated by the Service and/or the Platform available to anyone other than Advertiser’s employees and consultants for use for its own benefit as intended pursuant to the Agreement, or use the Service and/or the Platform for the benefit of any entity other than Advertiser; (d) access or attempt to access any of Explorads’ systems, programs or data that are not made available for public use or expressly to Advertiser, or attempt to bypass any security and traffic management devices of Explorads; (e) use the Service and/or the Platform for benchmarking or developing a product which is competitive with any Explorads products or services; or (f) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Service or any software, documentation or data related to the and/or the Platform by any means whatsoever.
2.4. Advertiser is solely responsible for the Advertising Material, any website or application or other destination and the data and subject matter of any Advertising Material, and the Advertiser releases Explorads from any and all liability arising from Explorads use of the Advertising Materials as permitted in the Agreement. Explorads shall have no obligation to monitor Advertiser’s Advertising Material and/or traffic, and Explorads assumes no obligation and hereby disclaims any liability for Advertiser’s use or placements of any Advertising Material.
2.5. Explorads reserves the right, but not the obligation, to reject or omit any Advertising Material or any part thereof, at any time, including before or after Material submission by Advertiser, for reasonable reasons.
2.6. Unless agreed otherwise in writing, Explorads may determine, in its sole discretion, on which ad inventory it will place the Advertising Material.
2.7. Explorads and its down-stream publishers are independent contractor. Explorads is not responsible in any way for the actions, omissions or performance (or lack thereof) of such down-stream publishers. Advertiser is hereby advised that the down-stream publisher’s website(s) and any content therein may be subject to separate terms and conditions wholly independent of the Agreement. Explorads reserves the right to modify or cease the advertisement of any Advertising Material, or any part thereof to the extent required in order to comply with such separate terms and conditions.
3. Reports
3.1. Calculation of all payments made hereunder to Explorads will be made based solely on Explorads’ reporting system and statistics.
3.2. In the event of a discrepancy of 5% or more in Explorads’ reporting numbers and data independently tracked by Advertiser, the parties will resolve the discrepancy in good faith. To the extent an amicable solution can not be reached, Explorads reporting numbers will be final, binding and determinative for the purposes of the Agreement.
4. Representations and Warranties
4.1. Each party represents and warrants that: (a) it has all requisite power and authority to execute and enter into the Agreement and perform its obligations therein and hereunder and that the Agreement is a valid and binding agreement by such party; and (b) the execution of the Agreement, and its performance under it, will not constitute a breach or default of, or otherwise violate any agreement to which it is a party or violate any right of any third parties arising therefrom.
4.2. Advertiser hereby represents and warrants that: (i) it shall comply with all applicable laws, rules and governmental regulations; (ii) it maintains any licenses, certifications, permits or authorizations required to it to lawfully operate its services, to use the Advertising Material, to provide, offer, distribute, broadcast, transmit, and publicly perform the Advertising Material, and allow Explorads and/or its authorized third parties to do the same on behalf of Advertiser via the Services and/or the Platform; (iii) adhere to applicable professional standards; and (iv) the Advertising Material will not (a) infringe any third party right including any intellectual property rights, rights of publicity, privacy or data protection rights (b) contain any vulgar, pornographic or obscene content, nor any content which may harm in any way the goodwill or reputation of Explorads or disparage or bring Explorads and/or its partners into disrepute, including by possibly being perceived as indecent, illegal, misleading, harmful, abusive, harassing, liable, defamatory or containing or embodying other offensive materials; and (c) directly or indirectly, contain, deliver or transmit, a virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code or program that may or is intended to damage or hijack the operation of any Explorads’ or any other third party hardware, software, or equipment, or any other actually or potentially harmful, disruptive, or invasive code or component including code to monitor users without their prior consent.
4.3. Advertiser acknowledges that Advertising Material will be accepted and placed on ad inventory upon Advertiser’s representation that the Advertiser is authorized and holds all consents and authorizations required to publish the entire contents and subject matter thereof and that all data regarding end-users gained pursuant to the execution of the Agreement, will be only used for legal purposes in accordance with the terms of the Agreement and any applicable laws.
5. Payments; Refund Policy
5.1. Unless otherwise agreed in writing, fees due to Explorads will be invoiced and payable in advance and in US Dollars.
5.2. All ancillary fees (i.e. wire transfer fees, check clearing fees etc.) shall be borne by Advertiser.
5.3. Advertiser shall remain solely responsible and liable for the timely remittal of any and all payments due to Explorads regardless of Advertiser’s receipt of payment from its demand partners or end-advertisers. In any event, Advertiser (or any other third party on its behalf) may not use a case of non-collection (for any reason) as reason to delay or deduct a payment due to Explorads or to request a refund.
5.4. If Advertiser fails to pay fees invoiced by Explorads by the payment due date, Explorads will have the right to suspend its Services and/or access to the Platform to the Advertiser. Advertiser will pay any attorneys’ fees and/or collection costs incurred by Explorads in collecting any amounts that are more than thirty (30) days past due under the Agreement.
5.5. Refunds by Explorads will be made solely in accordance with Explorads Cancellation and Refund Policy available here.
6. Data Protection
6.1. For the purposes of the Agreement ‘Applicable Data Protection Law’ shall mean: (a) any applicable local implementing legislation of the Data Protection Directive; (b) the General Data Protection Regulation ((EU) 2016/679 (“GDPR”), read in conjunction with and subject to any applicable national legislation that provides for specifications or restrictions of the GDPR’s rules; (c) from the date of implementation, any applicable local legislation that supersedes or replaces the GDPR in a country or territory or which applies the operation of the GDPR as if the GDPR were part of any applicable local legislation; and (d) any other applicable data protection or privacy law of any jurisdiction.
6.2. Advertiser undertakes to comply with Applicable Data Protection Laws, and to the extent that Advertiser collect and/or shares any personal data (as this term is defined under Data Protection Laws) with Explorads, Advertiser hereby agree to the DPA terms and conditions available here (the “DPA”).
7. Intellectual Property
7.1. As between the parties, Explorads reserves all right, title, and interest in and to the Services and/or the Platform, including all related intellectual property rights. No rights are granted to Advertiser hereunder other than as expressly set forth herein.
7.2. Advertiser hereby grants Explorads a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use, publish, distribute, transmit, publicly perform and/or otherwise make available and present in any way and to any extent any Advertising Material in connection with the Services and/or the Platform and pursuant to the Agreement.
7.3. Explorads will be permitted to identify Advertiser as a client, and to use the Advertiser’s name, logo and trademarks, (“Marks”), as part of marketing demonstrations and to display the Marks on Explorads’ website, its social media accounts and/or customer facing slide decks, and to otherwise refer to Advertiser in print or electronic form for marketing or reference purposes.
8. Confidentiality
8.1. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party“) disclosed to the other party (“Receiving Party“), whether orally or in writing, that is designated or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, but not limited to, the terms and conditions of these Terms (including pricing), business and marketing plans, technology and technical information, product designs, trade secrets and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without restriction on use or disclosure; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is rightfully received from a third party without restriction on use or disclosure.
8.2. Receiving Party shall not use Confidential Information of Disclosing Party for any purpose other than to perform its obligations or exercise its rights under these Terms. In addition, Receiving Party shall not disclose Confidential Information of Disclosing Party to any third party, except with Disclosing Party’s prior written consent or as otherwise required by law or legal process. Notwithstanding the foregoing, each party may disclose the Confidential Information of the other party to its employees, consultants or other agents who have a bona fide need to know such Confidential Information; provided, that each such employee, consultant or agent is bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party shall protect the confidentiality of Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).
8.3. If Receiving Party is compelled by law or legal process to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if Disclosing Party wishes to contest the disclosure. If
8.4. Upon any termination of this these Terms, Receiving Party shall continue to maintain the confidentiality of the Disclosing Party’s Confidential Information for three (3) years and, upon request, return to the Disclosing Party or destroy (at the Disclosing Party’s election) all materials containing such Confidential Information.
9. WARRANTY; LIMITATION OF LIABILITIES
9.1. EXPLORADS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES AND/OR THE PLATFORM (OR ANY PART THEREOF).
9.2. EXPLORADS DUTIES UNDER THE AGREEMENT, INCLUDING THE SERVICES AND/OR THE PLATFORM, ARE MADE AVAILABLE TO ADVERTISER ON AN “AS IS” AND “AS-AVAILABLE” BASIS AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESSED OR IMPLIED, OF ANY KIND. ADVERTISER UNDERSTANDS AND AGREES THAT EXPLORADS IS NOT RESPONSIBLE FOR, NOR DOES IT GIVE ANY WARRANTY OR REPRESENTATION AS TO THE OUTCOME OF ANY PROCESS UNDER THE AGREEMENT.
9.3. EXPLORADS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUES OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SERVICES (OR ANY PART THEREOF), USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF EXPLORADS TO PERFORM UNDER THE AGREEMENT, ANY OTHER ACT OR OMISSION OF EXPLORADS BY ANY OTHER CAUSE WHATSOEVER, INCLUDING DAMAGES ARISING FROM THE CONDUCT OF THE ADVERTISER, ANY DOWN-STREAM PUBLISHER, AND/OR ANY END-USERS; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.4. WITHOUT DEROGATING FROM THE FOREGOING, THE AGGREGATE LIABILITY WHICH MAY BE IMPOSED UPON EXPLORADS UNDER THE AGREEMENT SHALL NOT EXCEED THE SUM OF PAYMENTS ACTUALLY RECEIVED BY EXPLORADS UNDER THE AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OF LIABILITY.
9.5. PARTIES HEREBY ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR EXPLORADS’S SERVICES TO ADVERTISER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF EXPLORADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
10. Indemnification
10.1. Advertiser (for purposes of this section 10, the “Indemnifying Party”), shall indemnify, defend and hold harmless Explorads, and its directors, officers and employees, and its affiliates and suppliers and their directors, officers and employees (collectively, the “Indemnified Parties”) against any liability, damage, loss or expense, fines, penalties and interests (including reasonable attorneys’ fees and costs) incurred by the Indemnified Parties as a result of any third-party claim, suit or other proceeding (collectively, “Claims”) brought or made against any of the Indemnified Parties alleging (a) that any Advertising Material provided by or through Advertiser to the infringes any intellectual property right of any third party or is otherwise illegal; and/or (b) a breach by Advertiser of any of its representations, warranties or obligations under the Agreement; (c) Advertiser’s collection or use of any data in connection with the Agreement.
10.2. Explorads shall: (a) give the Indemnifying Party prompt written notice of the relevant Claim; (b) provide the Indemnifying Party, at the Indemnifying Party’s expense, with reasonable information, assistance and cooperation in the defense of such Claim; and (c) give the Indemnifying Party the right to control the defense and settlement of any such Claim, except that the Indemnifying Party will not enter into any settlement that affects Explorads’ rights or interest without Explorads’ prior written approval, which shall not be unreasonably withheld or delayed, and provided further that Explorads shall not be required to allow the Indemnifying Party to assume the control of the defense of a Claim to the extent that Explorads determines (i) any relief other than monetary damages is sought against Explorads, (ii) there may be a conflict of interest between the Indemnifying Party and Indemnified Party in the conduct of the defense, or (iii) settlement of, or an adverse judgment with respect to, such claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of Explorads, and in such events the costs of defense will be considered “Claims” as defined above. Explorads will have the right to participate in the defense of such Claim with counsel of its choice at its own expense.
11. The Parties’ Relationship
These Terms and the Agreement do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Explorads and the Advertiser.
12. Term and Termination
12.1. The term of the Agreement will commence upon the earlier to occur of: (i) the date the Advertiser commenced using the Services and/or the Platform, or (ii) the date the Advertiser registered the Account, and will terminate upon closure of the Account or earlier in accordance with these Terms (the “Term“). Each Party may terminate the Agreement at any time, with or without cause, by giving the other Party at least three business (3) days prior written notice.
12.2. In the event of a material breach by Advertiser, Explorads may terminate the Agreement immediately without notice or cure period, without liability to Explorads. Upon the expiration or termination of these Terms and/or the Agreement, with or without cause, all licenses granted hereunder shall immediately terminate, and Advertiser shall immediately cease any and all use of the Services and/or the Platform.
12.3. In the event of any termination, Advertiser shall remain liable for any payment due under the Agreement which accrued prior to termination.
13. Governing Law and Jurisdiction
The Agreement will be governed and construed in accordance with the laws of the State of Cyprus 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 Cyprus.
14. Miscellaneous
14.1. The Agreement reflects the sole agreement between the Parties relating to the subject matter hereof and supersedes all prior understanding, writing, proposals, insertion orders, representations or communication, whether oral or written, of either Party.
14.2. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
14.3. Advertiser may not assign, sublicense or otherwise transfer any or all of its rights or obligations under these Terms without Explorads’s prior express written consent.
14.4. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
14.5. Any provision of these Terms which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provisions in any other jurisdiction.
14.6. In the event of any inconsistency between the provisions of these Terms, and those set forth in any Advertiser’ terms and conditions, the provisions of these Terms shall prevail.
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