Company and Publisher Sites
You agree that your ads may be placed on (i) any site owned or operated by Prospectuz DGTAL ("Company Sites") and (ii) on any site owned by a third party (a "Publisher") with which Company has an agreement to place Company ads ("Publisher Site"). Unless otherwise agreed to in writing by Company, any ads may be modified without your consent to comply with any policy of Company or any Publisher Site. Company reserves the right to, and in its sole discretion may, at any time review, reject, modify, or remove any ad. The Publishers may also have certain rights allowing them to reject, modify or withdraw ads placed under this Agreement. No liability of Company and/or any Publisher shall result from any such decision.
Communications Solely with Company
Even if your ad(s) are placed on Publisher Site(s), you agree to direct to Company, and not to any Publisher, any communication regarding your ad(s) on any Publisher Site.
Approval of Advertisements
Any character title, keyword, site description or URL (collectively, the "Listing") and Bid Amount submitted to DaromAd is subject to the prior approval of Company. Company will not allow any Listings which are inappropriate, offensive or irrelevant. Once you submit your Listing, Company will review your submission for editorial integrity, relevance, appropriateness and accurate mapping to DaromAd publishers community. You will be notified of rejections. Company reserves the unrestricted right to reject or cancel any Listing for any reason at any time. When you bid for placement on the DaromAd, your approved Listing may also be posted on sites with which we have Publishered (at a minimum, the Listing's title will be displayed). As a result, Listings may appear anywhere on the World Wide Web, including on our sites and our Publisher sites. Listing positioning and placement is determined by Company in its sole discretion and is subject to change in Company' sole discretion. Company reserves the right to edit any titles and/or descriptions and to suspend and/or remove any Listing at any time for any reason.
Company strictly prohibits using the Company Web Site or any Publisher Site(s) (i) to generate fraudulent impressions of or fraudulent clicks on Advertiser's ad(s) or third-party ad(s), including but not limited to using 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; (ii) to advertise substances, services, products or materials that are illegal in any state or country where the ad is displayed; (iii) in any way that violates any policy posted on the Company Web Site, as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the laws of any state or country where the ad is displayed. You may not include links to any Web site(s) as part of your ad, unless the content found at such site(s) is relevant to your Target(s). You may not run multiple ads linking to the same or similar site on the same search results page; or (v) to advertise the direct sale of animals. You may advertise listing or portal services of animals for sale or adoption. Violation of these policies may result in removal of your ad or immediate termination of this Agreement, and may subject you to penalties and other legal consequences.
Termination / Cancellation
Company may at any time, in its sole discretion, terminate the DaromAd, terminate this Agreement, or cancel any ad(s) or your use of any Target. Company will notify you via email of any such termination or cancellation, which shall be effective immediately. You may cancel any ad and/or terminate this Agreement with or without cause at any time. Cancelled ads will be discontinued within 24 hours of notice received via your account. Termination of your account shall be effective when Company receives notice via your account. Upon termination for any reason:
- you shall remain liable for any amount due for ads already delivered or for clicks on any ad(s), and
- Existing credits on your account will be available for use only towards Company. Should your account be terminated with a credit balance, your credit will not be refunded. All deposits are non-refundable.
Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes:
- ads, prior to publication
- submissions or modifications relating to any advertising campaign
- clickthrough rates or other statistics (except in an aggregated form that includes no identifiable information about you), and
- any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
Company makes no guarantee regarding the levels of impressions or clicks for any ad on its site or those of its Publishers. Company may offer the same Target to more than one advertiser. You may not receive any impressions for your ad(s) if for a given Target there are more advertisers than available display positions.
Company makes no warranty, express or implied, including without limitation with respect to advertising and other services, and expressly disclaims the warranties or conditions of noninfringement, merchantability and fitness for any particular purpose.
Limitations of Liability
Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations:
- neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures, and
- Company's aggregate liability to advertiser under this agreement for any claim is limited to the amount paid to company by advertiser for the ad giving rise to the claim.
You agree to pay Company an upfront, non-refundable set up fee in the amount set forth on the registration form. You also agree to pay Company based on the number of click-throughs to the specified Web site generated via DaromAd. Such amount shall be determined by multiplying the number of click-throughs by your Bid Amount for each keyword and site purchased. You hereby authorize Company to charge your credit card for your pre-determined amount as pursuant to the terms set forth in connection with DaromAd and you agree to pay all such charges. Company will not rebill or perform scheduled charges to your account. Your advertising with DaromAd is contingent on a avaialble credit in your DaromAd account. Company will suspend your currently active campaigns on DaromAd if your account balance falls to $0. If your account is reduced to $0 for 90 days or more, Company may terminate your participation in DaromAd. If you dispute any charge made by Company, you must notify Company in writing within sixty (60) days of any such charge; failure to so notify Company shall result in the waiver by you of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by Company. No other measurements or statistics of any kind shall be accepted by Company or have any effect under this Agreement. All deposits to your DaromAd account are non-refundable.
Representations and Warranties
You represent and warrant that:
- all of the information provided by you to Company to enroll in the Program is correct and current;
- you hold all rights to permit Company and any Publisher(s) to use, reproduce, display, transmit and distribute ("Use") your ad(s); and
- Company and any Publisher(s) Use, your Target(s), and any site(s) linked to, and products or services to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal laws or third party rights giving rise to civil liability, including but not limited to trademark rights or rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil law.
You further represent and warrant that any Web site linked to your ad(s):
- complies with all laws and regulations in any state or country where the ad is displayed;
- does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and
- is not false, misleading, defamatory, libelous, slanderous or threatening.
Company may retain and use for its own purposes all information you provide, including but not limited to Targets, URLs, the content of ads, and contact and billing information. Company may share aggregate (i.e., not personally identifiable) information about you with advertisers, business partners, including syndication partners, sponsors, and other third parties. The display of your ad on Publisher Site(s) will provide access to Publisher(s) to the content of your ads, including the URL(s), and any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks on directory categories that may enable such Publisher(s) to determine your Targets.
Any decision made by Company under this Agreement shall be final. Company shall have no liability for any such decision. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Company in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of the Republic of Uzbekistan. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Uzbekistan. Any changes to this Agreement will be executed by both parties and the remaining unchanged provisions of this Agreement will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Company. The relationship(s) between Company and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be construed as if both parties jointly wrote it.