Terms and Conditions
I. Addictive Ads Terms & Conditions for Advertisers
Addictive Ads and Addictive Ads’s website is located at www.addictive ads.com (the “Website”) which assists in the purchase and sale of advertisements by connecting both mobile advertisers and publishers (the “Services”). The Website is owned and operated by Addictive Ads Inc. (referred as “Addictive Ads,” “we,” “our,” or “us”). The terms “you,” “your,” and “yours” refer to anyone accessing, viewing, browsing, visiting or using our services in any manner.
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS AND CONDITIONS (THESE “TERMS”) CREATE A BINDING AGREEMENT WHICH GOVERNS USE OF THE WEBSITE AND SERVICES. BY ACCESSING, VIEWING, BROWSING, VISITING OR USING THE WEBSITE OR ANY CONTENT AND SERVICES OFFERED THROUGH THE WEBSITE YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, PLEASE DO NOT USE THIS WEBSITE OR UTILIZE OUR SERVICES. FURTHER, IN ORDER TO ACCESS THIS WEBSITE, YOU MUST BE AT LEAST 15 YEARS OF AGE.
1. Authorized Use :
Subject to your acceptance and compliance with these Terms, we grant you a non-exclusive, non-transferable, limited right to access use and display the Website and the materials thereon, provided that you fully comply with these Terms. You shall not interfere or attempt to interfere with the operation of the Website in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by these Terms. Except as expressly provided herein or otherwise allowed by us, you may not use the Website for any commercial purpose.
2. Content, Submissions, License and Warranties
- Content: All materials displayed, performed or accessible through the Website or the Services, including, but not limited to, any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials (“Content”), are protected by copyright. Except as set forth herein, you shall not use or display the Website Content. In addition, you shall adhere to any and all copyright notices, information, and restrictions contained in or identified by any Content accessed or used in connection with the Website or the Services. Addictive Ads reserves the right to remove any Content from the Website without notice at any time and for any reason.
- Submissions: The Website may allow you to upload, post, publish, display or make available any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, advertising or other materials, whether created by or for you, any advertiser, any website or other material published by or associated with any publisher (“Submission(s)”). Subject to the licenses you are granting hereunder, you retain all right, title and interest, including without limitation, all worldwide intellectual property rights, in and to your Submissions.
- License :
- You hereby grant Addictive Ads a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable right and license to use, reproduce, store, host, index, cache, distribute (through multiple tiers), publicly perform, publicly display, (each of the foregoing in any form, medium or technology now known or later developed), modify and adapt including without limitation the right to adapt for streaming, downloading, broadcasting, distribution, publicly displaying, publicly performing (each of the foregoing in any form, medium or technology now known or later developed), create derivative works from, and exercise all aforesaid rights with respect to such derivative works, and otherwise exploit in any manner, your Submissions or any part thereof. You hereby expressly waive any and all so-called moral rights you may have in your Submissions.
- In addition, we may provide bulletin boards, blogs, instant messaging, wikis and the like for posting user feedback, comments or other input, including but not limited to, on the Website. You understand and acknowledge that, subject and pursuant to the licenses set forth hereunder, we may display your feedback, comments or other input on the Website and use it for other marketing and business activities. In addition, we may in our sole discretion decide not to use your feedback, comments or other input, delete it from the Website, and even edit your feedback, comments or other input for both content and format. You hereby expressly waive any and all so-called moral rights you may have in your feedback, comments or other input.
You are not required to register in order to access the Website. However, in order to use certain Services (self-service platform) and specific features of the Website, you may need to register and create a unique, password-protected account (“Account”). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete your Account without warning if you are found to have misrepresented your age or any of the registration information submitted. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify us of any unauthorized use of your password or Account, or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not.
Addictive Ads offers the Services to all users, but it is solely your responsibility to determine if the Services are appropriate for your needs and solely your decision to use the Services either with a without a representative of Addictive Ads. In addition, Addictive Ads may, in its sole discretion, choose to modify, suspend or terminate the Services provided to you at any time and without notice or liability therefore.
If you elect to use the Services, you hereby represent, warrant and agree as follows:
You will not contribute to, submit or otherwise make available through the Services, or use the Services in connection with, any Submission that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party.
You are responsible for all of your activity in connection with the Services and the Website. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Addictive Ads user. You shall not use any part of the Website or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Website or through the Services, or any processes that run or are activated while you are not logged in.
You agree not to authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any Advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software.
5. Additional Advertiser Requirements:
If you are an advertiser using the Services, you hereby represent, warrant and agree as follows:
- Your Submissions may include, but are not limited to, general advertisements, hyperlinks, banners, videos, and graphics (“Advertisements”) for display on a publisher’s Mobile Submissions or other Submissions. In addition, you agree to comply with the technical specifications provided by Addictive Ads to enable proper display of the Advertisements in connection with the Services.
- Addictive Ads is not responsible for any aspect of your Advertisements or linked websites, including but not limited to, linked websites owned by third parties.
- Your Advertisements and websites linked thereto shall not be deceptive or misleading and shall not include any adult content, drug related content, or other inappropriate content, as determined in Addictive Ads’ sole discretion, without the prior written consent of Addictive Ads.
- You shall defend, indemnify and hold harmless Addictive Ads, its subsidiaries, affiliates, its contractors and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, demands, and expenses, including attorneys’ fees, arising out of your use of the Services and your Advertisements, including, without limitation, your violation of the terms of this Section 6.
6. Fees and Payments
- Self Serve Advertisers. The advertiser is responsible for all pre-payment fees. This includes Paypal or wire fees and will be deducted from balance.
- You would deposit funds in the account using the self serve portal, make a payment of the desired amount. The mode of payment must be wired transfer or through Paypal. Addictive Ads portal would facilitate the payment process. Only the payments approved by Addictive Ads would be reflected in the advertiser’s account.
- Any subsequent fund deposit would follow the same process as mentioned in 6.2
- If the advertiser requests for fund refund, a charge would be levied and the rest amount would be refunded back to the advertiser.
Addictive Ads Inc, Addictive Ads, the Addictive Ads logo, the Addictive Ad Inc. logo, as well as certain other of the words and logos displayed on the Website, constitute trademarks, trade names, or service marks (“Marks”) of Addictive Ads or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Addictive Ads or those other entities.
Addictive Ads may change the Website Content, including these Terms, at the sole discretion of Addictive Ads without notice. You shall be bound by any such updates or changes, so you should periodically review these Terms. If any modification is not acceptable to you, your sole remedy and recourse is to discontinue use of the Website and/or the Services.
9. Representations and Warranties
10. Copyright Policy
It is Addictive Ads’s policy to : (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers.
If you believe that any Website Content or any Submission infringes one or more of your copyrights, please immediately notify Addictive Ads’s Copyright Agent by means of a mailed or faxed notice (“Infringement Notice”) providing the information described below to the address or fax number listed below. If Addictive Ads takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party that made such Content or Submission available by means of the most recent email address, if any, provided by such party to Addictive Ads. Please be advised that you may be held liable for damages based on certain material misrepresentations contained in an Infringement Notice. Thus, if you are not sure that any Website Content or Submission infringes your copyright, you should consider first contacting an attorney.
- A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf;
- An identification of the copyright claimed to have been infringed;
- A description of the nature and location of the Content or Submission that you claim to infringe your copyright, in sufficient detail to permit Addictive Ads to find and positively identify that Content or Submission;
- Your name, address, telephone number and email address; and
- A statement by you: (i) that you believe in good faith that the use of the Content or Submission that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
Infringement Notices should be sent to the following:
Addictive Ads, Inc.
Suite 205 - 15225 104 Ave.
Surrey, BC, CA V3R 6Y8
If you receive a notice from us advising that we have received an Infringement Notice with respect to any of your Submissions, you may send us a counter notice to challenge the Infringement Notice. To be effective, the counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel to confirm these requirements):
- A physical or electronic signature of the subscriber.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the Canada, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.
You agree to defend, indemnify and hold harmless Addictive Ads, its subsidiaries, affiliates, its contractors and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, demands, and expenses, including attorneys’ fees, arising out of your use of the Website, your Submissions, and your use of the Services, including but not limited to out of your violation of any representation or warranty contained in these Terms.
YOUR USE OF THE WEBSITE IS AT YOUR SOLE DISCRETION AND RISK. THE WEBSITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. Addictive Ads AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEBSITE, THE SERVICES, THE CONTENT AND YOUR SUBMISSIONS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE. Addictive Ads AND ITS LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES: (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE WEBSITE, THE SERVICES, THE CONTENT, AND SUBMISSIONS; (II) REGARDING THE GOODS, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTY; (III) THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (IV) THAT THE WEBSITE AND THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Addictive Ads OR FROM YOUR USE OF THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY STATED, INCLUDING BUT NOT LIMITED TO IN A LICENSE OR OTHER AGREEMENT GOVERNING THE USE OF SPECIFIC CONTENT, IN NO EVENT WILL Addictive Ads, ITS CONTRACTORS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, RESULTING FROM ANY USE OF THE WEBSITE, THE SERVICES, THE CONTENT OR SUBMISSIONS OR OF ANY HYPERLINKED WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHERWISE, EVEN IF Addictive Ads, ITS CONTRACTORS OR ITS LICENSORS WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH ABOVE ARE AN ESSENTIAL BASIS OF THE BARGAIN AND OF THE ALLOCATION OF RISKS BETWEEN THE PARTIES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Third Party Websites
Addictive Ads has not reviewed, and cannot review, any of the material, including computer software, made available through the websites to which the Website, Content or any Submission links, and that links to the Website. Addictive Ads does not have any control over those non-Addictive Ads websites, and is not responsible for their contents or their use. By linking to a non-Addictive Ads website, Addictive Ads does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses and other harmful or destructive content. Addictive Ads disclaims any responsibility for any harm resulting from your use of non-Addictive Ads websites.
Neither party may assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of the other party.
The Agreement shall be construed in accordance with and governed by the laws of Canada.
The courts of British Columbia, Canada, shall have exclusive jurisdiction.
By registering, you grant Addictive Ads the right to name the Advertiser as a reference for Addictive Ads’s Services. This includes the right to use the Advertiser’s logo on Addictive Ads’s websites. The Advertiser may revoke this right at any time, in writing, for any future use.
The Agreement, any exhibits attached hereto complete and entire expression of the agreement between the parties. The Agreement, any exhibits attached hereto may be amended only by a written agreement executed by an authorized representative of each party. To the extent that anything in or associated with any T&C is in conflict or inconsistent with the Agreement, the Addictive Ads T&C shall take precedence.
Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect. This also applies if the Agreement is incomplete.
Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, employment, franchise or joint venture between the parties.(s).
IN WITNESS WHEREOF, Addictive Ads and Advertiser have caused this Advertiser Agreement to be executed by their duly authorized representatives.
I. Addictive Ads Terms & Conditions for Publishers
Here it is stated the Addictive Ads Terms and Conditions ("Terms"), and any document that references these Addictive Ads Terms and Conditions is an intervening party, or any document that regulates the relationship between Addictive Ads; the owner of the app and/or website into which the ad is going to be inserted ("Publisher"); the individual or corporation that wants to advertise ("Advertiser") in one of the apps offered in Addictive Ads, a Canadian Company. As per the exclusive licensing agreement entered by Addictive Ads – mobile advertising program ("Program"); Addictive Ads agent responsible for introducing the Publisher to Addictive Ads service of advertisement ("Vendor"); any other third party, individual or entity that introduces Advertisers to the Program ("Agent") and Addictive Ads ("Addictive Ads") the company that operates the Program, are entered into by, as applicable, the Publisher; the Advertiser; the Vendor; all of which signing these Terms or any document that references these Terms or that accepts these Terms electronically and Addictive Ads, a company based in the British Columbia, Canada, who is a party in this terms as the licensor and operator of the program. Customers and Addictive Ads hereby agree and acknowledge the following:
1) Billing and Payments.
Charges are exclusive of taxes. Advertiser, Publisher and Vendor are responsible for paying (i) all taxes, government charges, and (ii) reasonable expenses and attorney's fees Addictive Ads incurs collecting late amounts. Any amount not paid when due shall be subject of a penalty of ten percent (10%) of the amount per month calculated pro rata die (“Penalty”). To the fullest extent permitted by law, Advertiser waives all claims relating to charges unless claimed within 90 days after the charge (this does not affect Advertiser's credit card issuer rights). Charges are solely based on Addictive Ads measurements for the applicable Program, unless otherwise agreed to in writing.
Publisher agrees that Addictive Ads will pay a percentage of the payments made by Advertiser to Addictive Ads, as Publisher’s compensation for the insertion of Advertiser’s ad at, or redirection to an app, App Store, Google Play or another available OS, specified by the Advertiser, from Publisher’s apps and websites for mobile through the Program. Addictive Ads reserves the right not to disclose to Publisher such percentage or Publisher’s compensation calculation basis. Addictive Ads may also change at any time at its sole discretion the calculation criteria and basis of Publisher’s compensation. Publisher may use part or the totality of its compensation should it intend to advertise in the Program. In such case, the charges for advertising will be deducted from the Publisher’s compensation that would be delivered by Addictive Ads in the next payment due after this decision and will not be reimbursed in any circumstance.
In the situation of a Vendor, it agrees that Addictive Ads will pay a percentage of payments made by Addictive Ads to Publisher as Vendor’s compensation for Vendor’s referral of a Publisher that actually joins the Program. This compensation may change at any time at Addictive Ads sole discretion.
Addictive Ads acts as an intermediary company, through its licensed Program, approximate Customers. Addictive Ads licensed Program makes the match between the advertising positions and the ads. Therefore, advertising revenues attributable to Publisher are billed by Addictive Ads to Advertiser, less any percentage paid to Agent, Vendor and/or Addictive Ads for the intermediation of the Program. All payments due by Addictive Ads to Publisher, Vendor and/or Agent are on lending of the payments received from Advertiser. Hence, Addictive Ads payments to Publisher, Vendor and Agent are dependent on payment received from Advertiser. Also, in the event the Advertiser fails or delays its payment of the fees due under this Agreement, any related payment from Addictive Ads to Publisher, Vendor and/or Agent shall be postponed until such time as Addictive Ads receives Advertiser’s payment. For clarification purposes, payment shall be due to Publisher and Vendor thirty (30) days after the end of each month. Addictive Ads may, at its sole discretion, transfer its credit/billing rights to any third party, independent of any of the other Parties consent.
II. Software Development Kit (SDK) Sub-License Agreement
Offered by Addictive Ads to Customers, this is the Software Development Kit (SDK) Sub-License Agreement
This Software Development Kit (referred to in this Sub-License Agreement as the "SDK") is sub-licensed to you subject to the terms of this Sub-License Agreement. This Sub-License Agreement forms a legally binding contract between Publisher and Addictive Ads in relation to your use of the SDK.
Addictive Ads means the Canadian company named Addictive Ads Inc. To use its Program, as defined in the licensing contract entered by Addictive Ads and to sub-license the SDK.
In order to use the SDK, you must first agree to this Sub-License Agreement. You are not authorized to use the SDK if you do not accept this Sub-License Agreement. You can accept this Sub-License Agreement by:
- checking the box or clicking to accept or agree to this Sub-License Agreement, where this option is made available to you; or
- by actually downloading or otherwise using the SDK. In this case, you agree that use of the SDK constitutes acceptance of the Sub-Licensing Agreement from that point onwards.
You may not use the SDK and may not accept the Sub-Licensing Agreement if you are a person barred from receiving the SDK under the laws of Canada or other countries including the country in which you are resident or from which you use the SDK.
If you are agreeing to be bound by this sub-license agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Sub-License Agreement. If you do not have the requisite authority, you may not accept the Sub-License Agreement or use the SDK on behalf of your employer or other entity.
SDK Sub-License from Addictive Ads: Subject to the terms of this Sub-License Agreement, Addictive Ads grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive sub-license to use the SDK and related data to provide services that relate to facilitating the purchase and sale of mobile advertisements by bringing together mobile advertisers and publishers of mobile applications and websites.
In light of that, you agree that Addictive Ads or third-parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. "Intellectual Property Rights" means any and all rights under copyright law, patent law, trade secret law, trademark law, data rights and any and all other proprietary rights. Addictive Ads reserves all rights not expressly granted to you herein.
With the exception to the extent required by applicable third-party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK. Except to the extent required by applicable third-party licenses, you may not load any part of the SDK onto a mobile handset or any other hardware device except a personal computer, combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK.
The use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this Sub-License Agreement. You agree that the form and nature of the SDK that Addictive Ads provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Addictive Ads may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Addictive Ads sole discretion.
Absolutely nothing in this Sub-License Agreement gives you a right to use any of Addictive Ads trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
You understand that the information provided by the SDK may not be complete or completely reliable. All the information presented in the SDK shall be confirmed by Addictive Ads before it is considered final. Therefore, you agree that you shall not take any business decisions based on the SDK information. If you do so, you accept the risks of such decisions as your own.
The use of the SDK by You (Publisher). Addictive Ads agrees that it obtains no right, title or interest from you (or your licensors) under this Sub-License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications. You agree to use the SDK and write applications only for purposes that are permitted by (a) this Sub-License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree that if you use the SDK to access information and / or services provided by Addictive Ads or its partners related to mobile applications and/or websites for general public users, you will protect the privacy and other legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application and/or website with personal information, your application and/or website may only use that information when, and for the limited purposes for which, the user has given you express prior permission to do so.
You agree that you will not engage in any activity with the SDK, including the development or distribution of an application and/or website, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third-party including, but not limited to, Addictive Ads or any mobile communications carrier. Also, you are solely responsible for any data, content, or resources that you create, transmit or display through mobile platforms and/or applications for the platform, and for the consequences of your actions, including any loss or damage which Addictive Ads may suffer.
You agree that you are solely responsible for any breach of your obligations under this Sub-License Agreement, any applicable third-party contract or Terms of Service, or any applicable law or regulation, and for the consequences of any such breach.
Your Customer Credentials as Developer means that You agree that you are responsible for maintaining the confidentiality of any Customer that may be issued to you by Addictive Ads or which you may choose yourself and that you will be solely responsible for all applications that are developed under your credentials or with your Addictive Ads Account.
To continually innovate and improve the SDK, Addictive Ads may collect certain usage statistics from the software including but not limited to a device identifier, unique or not, MEID, IMEI, MAC Address, Apple’s identifierForVendor, Apple’s identifierForAdvertiser (IDFA), email address, telephone number, iOS's Bundle identifier Name, Android's Package ID App Name on Device, and associated IP address, version number of the software, and any additional information on which tools and/or services in the SDK are being used and how they are being used. You hereby consent the collection and use of such information by Addictive Ads or the sharing of this information by Addictive Ads or its affiliates. Addictive Ads may also collect geolocation information, gender, age, and/or any other additional information that the user specifically allows the app and/or website developer to collect, except financial information. You consent the collection and use of such information by Addictive Ads, the sharing of this information by Addictive Ads or any of its affiliates.
Third-Party Applications and/or Websites for Mobile Platforms. 7.1 If you use the SDK to access applications and/or websites developed by a third-party or that access data, content or resources provided by a third-party, you agree that Addictive Ads are not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third-party applications are the sole responsibility of the person from which they originated and that Addictive Ads are not liable for any loss or damage that you may experience as a result of the use or access of any of those third-party applications, websites, data, content, or resources.
You should be aware the data, content, and resources presented to you through such a third-party application and/or website may be protected by intellectual property rights which are owned or controlled by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners. You acknowledge that your use of such third-party applications, websites, data, content, or resources may be subject to separate terms between you and the relevant third-party. In that case, this Sub-License Agreement does not affect your legal relationship with these third-parties.
Using Mobile Platform APIs
In case you use any API to retrieve data from Addictive Ads, you acknowledge that the data may be protected by intellectual property rights which are owned by or licensed to Addictive Ads or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service.
If you use any API to retrieve a user's data from Addictive Ads, you understand and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.
This Sub-License Agreement will continue to apply until terminated by either you or Addictive Ads as set out in the following:
If you want to terminate this Sub-License Agreement, you may do so by ceasing your use of the SDK and any relevant credentials. Addictive Ads may at any time, terminate this Sub-License Agreement with you if:
- you have breached any provision of this Sub-License Agreement; or
- Addictive Ads is required to do so by law; or
- the partner with whom Addictive Ads offered certain parts of SDK (including but not limited to APIs) to you has terminated its relationship with Addictive Ads or ceased to offer certain parts of the SDK to you or Addictive Ads; or
- Addictive Ads decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by Addictive Ads is no longer commercially viable or desirable.
When this Sub-License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Addictive Ads have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM ADDICTIVE ADS OR ANYONE ELSE.
YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR NETWORK OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
ADDICTIVE ADS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CERTAIN AVAILABILITY, ANY WARRANTY OR CONDITION OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR NONINFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ADDICTIVE ADS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SDK OR ANY OTHER MATERIALS (INCLUDING BUT NOT LIMITED TO THE ADVERTISING CONTENT AND/OR ANY ADVERTISEMENT) IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ADDICTIVE ADS, ITS OWNERS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ADDICTIVE ADS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
You agree to defend, indemnify and hold harmless Addictive Ads, to the maximum extent permitted by law, its affiliates, owners and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that allegedly infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with any provision of this Sub-License Agreement.
Addictive Ads may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, Addictive Ads will make a new version of the License Agreement available on the website where the SDK is made available.
This Sub-License Agreement constitutes the whole legal agreement between you and Addictive Ads and governs your use of the SDK (excluding any services which Addictive Ads may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Addictive Ads in relation to the SDK.
You acknowledge and agree that each member of the group of companies of which Addictive Ads is the parent or a subsidiary shall be third-party beneficiaries to this Sub-License Agreement and that such other related companies shall be entitled to directly enforce, and rely upon, any provision of this Sub-License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to this Sub-License Agreement.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Sub-License Agreement is invalid, then that provision will be removed from this Sub-License Agreement without affecting the rest of this Sub-License Agreement. The remaining provisions of this Sub-License Agreement will continue to be valid and enforceable.
You agree that if Addictive Ads does not exercise or enforce any legal right or remedy which is contained in this Sub-License Agreement, this will not be taken to be a formal waiver of Addictive Ads rights and that those rights or remedies will still be available to Addictive Ads. The rights granted in this Sub-License Agreement to you may not be assigned or transferred without the prior written approval of Addictive Ads. Nor shall you be permitted to delegate any responsibilities or obligations under this Sub-License Agreement without the prior written approval of Addictive Ads.
This Sub-License Agreement, and your relationship with Addictive Ads under this Sub-License Agreement, shall be governed by the laws of the British Columbia, Canada, County of Vancouver, without regard to its conflict of laws provisions that would make any other laws eventually applicable. You agree to submit to the exclusive jurisdiction of such courts to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that Addictive Ads shall still be allowed to apply for injunctive or other legal remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
I. Addictive Ads Terms & Conditions for Media Partners
Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the “Agreement”) is made and entered into by and between Addictive Ads Inc. (“Addictive Ads Inc.” or “we”), and you, (“you” or “Affiliate”) the party submitting an application to become a Addictive Ads Inc. affiliate). The terms and conditions contained in this Agreement apply to your participation with partner.addictiveads.com (“Affiliate Program”). Each Affiliate Program offer (an “Offer”) may be for any offering by Addictive Ads Inc. or a third party (each such third party a “Client”) and may link to a specific web site for that particular Offer (“Program Web Site”). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
1. Enrollment in the Affiliate Program
You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
2. Obligations of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Addictive Ads Inc. agrees as follows:
- We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
- We will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Addictive Ads Inc. and (v) is not later determined by Addictive Ads Inc. to be fraudulent, incomplete, unqualified or a duplicate.
- We will pay you any Commissions earned monthly, provided that your account is currently greater than $500. Accounts with a balance of less than $500 will roll over to the next month, and will continue to roll over monthly until $500 is reached. If a payment of less than $500 is granted, the payment will be made via Paypal and the Affiliate will incur the Paypal fees. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
- Payment for Commissions is dependent upon Clients providing such funds to Addictive Ads Inc., and therefore, you agree that Addictive Ads Inc. shall only be liable to you for Commissions to the extent that Addictive Ads Inc. has received such funds from the Clients. You hereby release Addictive Ads Inc. from any claim for Commissions if Addictive Ads Inc. has not received such funds from the Clients.
- Addictive Ads Inc. shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Addictive Ads Inc. in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Addictive Ads Inc. in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Addictive Ads Inc. with Affiliate’s reports within three (3) days after 30th day of the calendar month, and if Addictive Ads Inc.’s and Affiliate’s reported statistics vary by more than 10% and Addictive Ads Inc. reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Addictive Ads Inc. and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Addictive Ads Inc.’s numbers shall govern.
- If Affiliate has an outstanding balance due to Addictive Ads Inc. under this Agreement or any other agreement between the Affiliate and Addictive Ads Inc., whether or not related to the Affiliate Program, Affiliate agrees that Addictive Ads Inc. may offset any such amounts due to Addictive Ads Inc. from amounts payable to Affiliate under this Agreement.
Affiliate also agrees to:
- Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
- Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Addictive Ads Inc. informs you that it considers objectionable (collectively, “Objectionable Content”).
- Not make any representations, warranties or other statements concerning Addictive Ads Inc. or Client or any of their respective products or services, except as expressly authorized herein.
- Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Addictive Ads Inc. or Clients or a part of the Program Web Site, without prior written permission from us.
- Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
- Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
- Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Addictive Ads Inc. or Client, or as required by applicable laws regarding such Offers.
- Make sure to not place Addictive Ads Inc. ads on any online auction platform (i.e. eBay, Amazon, etc).
The following additional program-specific terms shall apply to any promotional programs set forth below:
Email Campaigns. For all email campaigns, Affiliate must download the “Suppression List” from the Offers section of Addictive Ads Inc.. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send
emails to the remaining addresses on its email list. Addictive Ads Inc. will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward
them to Addictive Ads Inc. at email@example.com. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law.
Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Addictive Ads Inc. pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Addictive Ads Inc. network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Addictive Ads Inc. pursuant to this Agreement or otherwise.
- Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Addictive Ads Inc. in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
- Affiliate Network Campaigns. For all Affiliate’s that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Addictive Ads Inc. the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Addictive Ads Inc. in the Network upon written notice from Addictive Ads Inc.. Unless Addictive Ads Inc. has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Addictive Ads Inc., Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
- Email Campaigns. For all email campaigns, Affiliate must download the “Suppression List” from the Offers section of Addictive Ads Inc.. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Addictive Ads Inc. will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Addictive Ads Inc. at firstname.lastname@example.org. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law.
Except as otherwise provided in this Agreement or with the consent of Addictive Ads Inc., you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
4. Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
You may not alter, modify, manipulate or create derivative works of the Links or any Addictive Ads Inc. graphics, creative, copy or other materials owned by, or licensed to, Addictive Ads Inc. in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Addictive Ads Inc.’s trademarks, service marks, copyrights, patents or trade secrets. You agree that Addictive Ads Inc. may use any suggestion, comment or recommendation you choose to provide to Addictive Ads Inc. without compensation. All rights not expressly granted in this Agreement are reserved by Addictive Ads Inc.
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Addictive Ads Inc. or Client intellectual property, and will cease representing yourself as a Addictive Ads Inc. or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement Addictive Ads Inc. reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Addictive Ads Inc. determines that you have violated this Agreement, (ii) Addictive Ads Inc. receives any complaints about your participation in the Affiliate Program which Addictive Ads Inc. reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Addictive Ads Inc. reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
7. Anti-Spam Policy
You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Affiliate Program must include the appropriate party’s opt-out link. From time to time, we may request – prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to Addictive Ads Inc. for approval by sending it to your Addictive Ads Inc. representative and upon receiving written approval from Addictive Ads Inc. of your email the email may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Addictive Ads Inc.’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon Addictive Ads Inc.’s approval.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Addictive Ads Inc. shall make all determinations about fraudulent activity in its sole discretion.
9. Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Addictive Ads Inc. represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Addictive Ads Inc.’s own business operations or Addictive Ads Inc.’s proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Addictive Ads Inc. may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Addictive Ads Inc. to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
11. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
12. Mutual Indemnification
Affiliate hereby agrees to indemnify, defend and hold harmless Addictive Ads Inc. and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Addictive Ads Inc. or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
Addictive Ads Inc. hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a claim that Addictive Ads Inc. is not authorized to provide you with the Links.
the affiliate program and links, and the products and services provided in connection therewith, are provided to affiliate “as is”. except as expressly set forth herein, addictive ads inc. expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. addictive ads inc. does not warrant that the affiliate program or links will meet affiliate’s specific requirements or that the operation of the affiliate program or links will be completely error- free or uninterrupted. addictive ads inc. expressly disclaims any liability for any act or omission of a client or their products or services. addictive ads inc. does not guarantee that affiliate will earn any specific amount of commissions.
14. Limitation of Liability
in no event shall addictive ads inc. be liable for any unavailability or inoperability of the links, program web sites, technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind beyond the reasonable control of addictive ads inc.. in no event will addictive ads inc. be liable for any indirect, incidental, consequential, personal injury / wrongful death, special or exemplary damages, including but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not addictive ads inc. has been advised of the possibility thereof. addictive ads inc.’s cumulative liability to affiliate, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to affiliate by addictive ads inc. in commissions during the six (6) months immediately prior to such claim.
15. Governing Law & Miscellaneous
Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Addictive Ads Inc. to enforce the terms of this Agreement. This Agreement contains the entire agreement between Addictive Ads Inc. and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Addictive Ads Inc. shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Addictive Ads Inc. “clicks through” or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without Addictive Ads Inc.’s prior written consent. Addictive Ads Inc. may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement was last revised on May 20, 2016.