Adex Special Terms and Conditions
Latest update 24.08.2021.
PLEASE READ THESE SPECIAL TERMS AND CONDITIONS (“SPECIAL TERMS” OR THE “SPECIAL AGREEMENT”) CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR ADEX SERVICES, YOU AGREE TO BE BOUND BY THESE SPECIAL TERMS AND ALL TERMS INCORPORATED BY REFERENCE.
If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or the applicable entity to these Special Terms; (ii) you have read and understood this Special Agreement; and (iii) you agree on behalf of the party that you represent to this Special Agreement. If you DO NOT HAVE THE LEGAL AUTHORITY to bind your employer or the applicable entity, please DO NOT click the “I Accept” button (or, if applicable, do not sign this Special Agreement).
These are the Special Terms that apply to the use, by the User, of the Ocamba Adex App.
1. Parties to the Special Agreement
Adex is an Ocamba App, a product of company “Del Systems d.o.o.” incorporated and registered in Serbia, with offices at Dragiše Mišovića 163B, 32000 Čačak, Republic of Serbia (“Del Systems” or “We”). References in these Special Terms to “Customer”, “your” or “you” are to the person/entity who accepts these Special Terms and agrees to create Account and use/offer the Services as set out in and under these Special Terms and General Terms and Conditions. You and Del Systems shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.
2. Definitions and Interpretation
Any capitalized but undefined term in this Special Terms shall have the meaning given to it in the Section Definitions of the General Terms and Conditions.
The following words and expressions used in these Special Terms shall have the following meaning, unless they are inconsistent with the context:
|“Ad Tag Generator”||means the piece of HTML code that is inserted into the Source Code that is designed to display or activate the Advertising Material on a Publisher’s Website.|
|“Adex” or “Adex App”||means an App of Ocamba which allows you to offer or use Adex Services.|
|“Adex Services” or “Services”||means the services provided by the Publisher’s via Ocamba, which include the following:|
|“Advertiser”||means a Customer that creates an Account on the Platform for the purpose of distribution of its or its client Advertising Material on Publisher’s Website , uses the Services, and agrees to follow these Special Terms.|
|“Advertiser’s Website”||means the website that a web-user is re-directed to after interaction with Advertising Material Implemented on a Publisher’s Website.|
|“Advertising Material”||means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, banners, text ads, landing pages, video ads, sites, pop-ups and pop-unders created by an Advertiser and any other advertising materials containing a hyperlink, which when implemented in a Publisher’s Website and clicked on by a web-user, send the web-user to the Advertiser’s Website.|
|“Applicable Law”||Means the governing law determined under the General Terms and Conditions or regulations of other territories or jurisdictions (as the case may be) and as may be amended from time to time.|
|“Implementation”||means incorporation or integration of the Advertising Materials into the Publisher’s Website which enables web-users to view Advertising Materials or access any of the Advertiser’s Websites by clicking on the relevant Advertising Material as incorporated into the Publisher’s Website and “Implement”, “Implementing” and “Implemented” shall be construed accordingly.|
|“Inappropriate Content”||means but is not limited to content which promotes violence, promotes discrimination, promotes illegal activities, aimed at political ends, both party political advertising and political advocacy by non-partisan groups, infringes the Intellectual Property Rights of any person, involves malware, viruses or fishing offers or violates advertising regulations or rules of conduct, such as but not limited to advertising for or in connection with medicinal products for the purpose of the treatment, prevention or diagnosis of any disease.|
|“Ocamba Services”||means making Ocamba available in any version, in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools. Furthermore, it means the applicable Core Services and Other Services provided by Del Systems and used by User under this Agreement, available within service packages the Customer can choose when subscribing for particular Application offered through Ocamba App Store.|
|“Publisher”||means a Customer that creates an account on the Platform, and who is responsible for the distribution of Advertising Material on Publisher’s Website.|
|“Publisher’s Websites”||means the web sites or applications which are owned or operated by a Publisher or are contractually part of a Publisher’s syndication network in order to Implement Advertising Materials.|
|“Source Codes”||means Ocamba’s Source Codes required to allow Implementation.|
3. Accessing Adex
Adex is a part of Ocamba platform. Adex offers automated bidding system for buying and selling advertising as an efficient and cost - effective tool where you can track all the information about:
- ad request
- win rates
- and monetize a wider audience
You will be able to access Adex App by using your Account.
4. Accessing other Ocamba Services
Your Account will allow you to access all Ocamba Services if an upgrade is made. Use of other Ocamba Services may require acceptance of terms of service specific to such Ocamba Service. You must read, understand and accept the special terms of service for each Ocamba Service before using the corresponding Ocamba Service.
5. Usage Limits for Adex
Del Systems may prescribe usage limits based on the Paid Plan chosen by you. You must make sure that your usage is within the usage limits prescribed by Del Systems in order to avail uninterrupted Adex Services or you can purchase new Paid Plan in accordance with General Terms and Conditions. You understand that Ocamba may restrict an activity if you reach the usage limit corresponding to such activity.
6. Adex Services
To become a User and offer/use the Adex Services you must register and create an Account in accordance with General Terms and Conditions.
By becoming a User and/or using/offering any of the Adex Services you agree to be bound by these Special Terms which represent a binding legal contract between the Parties and is an integral part of the Agreement.
The User may choose whether to use Adex Services as a Publisher or Advertiser, having all the features available in accordance with the chosen Paid Plan.
Users are able to use/offer Adex Services in order to Implement Advertising Materials into the Publisher’s Website. In order to Implement Advertising Material on Publisher’s Website, Customer shall use Ad Tag Generator. User shall not distribute or submit the Ad Tag Generator to any newsgroup, e-mail distribution list, chat room, guest books or any other location without Del Systems’ prior written consent.
User shall ensure that Publisher’s Website and/or Advertising Material do not feature any Inappropriate Content and that Advertising Material does not target in any manner web-users that are under the age of 13.
User hereby expressly agrees that a Publisher’s Website and/or Advertising Material which has been submitted on the Platform does not and shall not infringe any third-party’s rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy). You also agree that a Publisher’s Website and or Advertising Material which has been uploaded on the Platform is not and shall not be offensive or defamatory or unlawful in any other way.
Del Systems is not obliged to review or approve any Publisher’s Website and/or Advertising Material that has been submitted on the Platform, nor will it be liable for such content. The Customer has sole responsibility and shall be liable for any submitted Publisher’s Website and/or Advertising Material. However, Del Systems shall have the right in its sole and absolute discretion to review at any time Publisher’s Website and/or Advertising Material which has been submitted to the Platform.
Del Systems may remove, in its sole discretion, at any time Publisher’s Website due to any reasons, including, but not limiting to:
- is deemed to be in breach of these Special Terms or General Terms and Conditions.
- website that is under construction, incomplete or with extremely limited audiences or viewership;
- website that infringes on any third-party rights or breaches Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy);
- website which contains Inappropriate Content; and
- website which promotes any goods or services that are illegal (“Illegal Content”), such as but not limited to:
- human trafficking;
- money laundering, terrorist financing, a proliferation of weapons of mass destruction;
- any goods of services that are illegal or the promotion, offer or marketing of which is illegal or that are offered in connection with illegal content, depict children or minors in sexual postures, depict means of propaganda of signs of unconditional organisations glorifying war or violating human dignity;
- any goods or services, promotion, offer or marketing of which would violate copyrights, industrial property rights or other rights of any person;
- archaeological findings;
- drugs, narcotics or hallucinogens;
- weapons of any kind;
- illegal gambling services;
- Ponzi, pyramid, or any other “get rich quick” schemes;
- goods that are subject to any trade embargo;
- media that is harmful to minors and violates laws and, in particular, the provision in respect of the protection of minors;
- body parts or human remains;
- child pornography or child abuse;
- content that shows extreme sexual violence or materials that are overly violent;
- protected animals or protected plants; or
- any other illegal goods, services, or transactions.
Del systems shall have the right in its sole and absolute discretion to remove any Advertising Material which:
- it disapproves or finds inappropriate;
- promotes Illegal Content; or
- is deemed to be in breach of these Special Terms or General Terms and Conditions.
If we decide to remove Publisher’s Website or Advertising Material from the Platform, we will inform you of such decision immediately, but not later than 24 hours after such removal. On your request, we will reason our decision to remove the Publisher’s Website or Advertising Material.
By uploading Advertising Materials, you agree that Del Systems may deliver the Advertising Material to another Customer in order to Implement the Advertising Material onto the Publisher’s Website. In this regard, you grant Del systems an unlimited, non-exclusive, fully transferable, sub- licensable, worldwide, royalty-free, fully paid-up right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the Advertising Materials in any format, layout or size on the Platform.
Customer shall ensure that personal data collected via the Platform are processed in accordance with the Applicable law and Del Systems shall not be liable in any manner for unlawful use of web-users’ personal data. Customer shall not knowingly collect personal data of children under the age of 13.
7. Beta-test Versions
From time to time Del Systems may offer a beta-test version of new Adex Service features for Enterprise Customers. This allows our Enterprise Customers to try new solutions we come up with and helps us better understand your needs and develop the Service accordingly. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Del Systems that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”.
If you decide to use a feature available in beta-test version, you agree that:
- The feature is available only for a limited period of time and can be deactivated and terminated at any time and at our sole discretion.
- The feature is available only to a limited extent and may be modified at any time and at our sole discretion.
- Del Systems does not warrant that any feature made available in a beta-test version will be included in the Service, we are not obliged to maintain or support any such feature, and we may cease development of any such feature at any time and at our sole discretion.
- You are solely responsible for consequences of using the beta-test version, including but not limited to, any impact such use may have on your Account settings, set, or planned campaigns, collected data and other information, or otherwise. Please remember that once we deactivate a beta-test version of a feature, certain processes that took place with respect to your Account, set or planned campaigns, collected data and other information cannot be reversed, and Del Systems shall bear no responsibility or liability for any consequences resulting therefrom.
- At the end of a beta-test version period, one or more beta-tested features may be made available for a separate fee (e.g. as a paid add-on), or as a component of particular pricing options only. Customers interested in using such features may need to upgrade their Accounts to a more advanced pricing option in order to use such features.
- You must comply with all terms related to any beta-test version as posted on the Website or otherwise made available to you. Del Systems may add or modify terms, including lowering or raising any usage limits, related to access to or use of any beta-test version at any time. Service Level Agreements do not apply to beta-test version.
- You may provide Del Systems with information relating to your access, use, testing, or evaluation of beta-test version, including observations or information regarding the performance, features, and functionality of beta-test version (“Test Observations”). Del Systems will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of any beta-test version.
- Notwithstanding anything to the contrary in the Special Terms, after suspension or termination of your access to or use of any beta-test version for any reason, (a) you will not have any further right to access or use the applicable beta-test version, and (b) Your Advertising Material used in the applicable beta-test version may be deleted or inaccessible.
- Test Observations concerning a beta-test version, and any other information about or involving (including the existence of) any beta-test version are considered Confidential Information.
WITHOUT LIMITING ANY DISCLAIMERS IN THESE SPECIAL TERMS OR GENERAL TERMS AND CONDITIONS, BETA-TEST VERSION IS NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE SPECIAL TERMS OR GENERAL TERMS AND CONDITIONS, DEL SYSTEMS IS PROVIDING BETA-TEST VERSION TO YOU “AS IS.” DEL SYSTEMS AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA-TEST VERSION, INCLUDING ANY WARRANTY THAT THE BETA-TEST VERSION WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, DEL SYSTEMS AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. DEL SYSTEMS’ AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA-TEST VERSION WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THE AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
By bidding on ad inventory through the Platform, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted, you have purchased such ad inventory (“Purchase”). Purchases are non-cancellable. Payments shall be made in a manner defined by the Customer. Del Systems shall not be liable for any payments, nor the payments shall be made through the Platform. Del Systems shall not be liable for any Purchase, ad inventory bidding through the platform or Bid Strategy, which are the sole obligation and responsibility of the Customer.
9. Representations and Warranties
By becoming a User and/or by offering/using Adex Services you hereby agree, represent and warrant that:
- you have read, understood and accept these Special Terms;
- you will comply with the Acceptable Use Policy defined under Section 3.7 of the General Terms and Conditions;
- you shall not attempt to obtain fees by using methods to artificially and/or fraudulently inflate the volumes of impression/clicks/actions. These methods include, but are not limited to:
- framing an ad-banner’s click-through destination;
- auto-spawning of browsers, running ‘spiders’ against the Publisher’s Website;
- using any technique of generating fraudulent clicks/impressions/actions as determined by Del systems in its sole and absolute discretion; or
- using incentives to increase volumes of clicks or actions;
- you shall not edit or modify any information in any Advertising Materials or Ad Tags Generator including, but not limited to, changing the size of the Advertising Material or making Advertising Material partially or fully invisible;
- you shall not use the Adex Services to promote any Illegal Content;
- you are the owner or are licensed to use the Publisher’s Website;
- using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and your use of the Services shall be in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
- you will comply with any applicable tax obligations in your jurisdiction arising from your use of the Services;
- you are responsible for any and all damages caused, and all liability actions brought against Del systems for any breach infringement of these Special Terms or of any third-party rights or violation of any Applicable Laws;
- nothing in these Special Terms excludes or limits the liability of the Customer for fraud, death or personal injury caused by their negligence, breach of the Special Terms implied by operation of law or any other liability which may not be limited or excluded by law;
- any errors or malfunctions caused by or otherwise related to the Services including your own failure to properly maintain or use your Account may result in the loss of any Net Fees due to you;
- you shall not use, together with Ad Tag Generator, any misleading and/or incentive creatives, logos and/or brand names without written approval of the owners, or confuse and force visitors to take any action.
- You agree that Del Systems provide no warranties or assurances with respect to the placement or performance of any Advertising Materials.
10. Term and Termination
The Special Agreement will remain in effect for the Term of the Agreement in accordance with Section 11 (“Term”) of the General Terms and Conditions.
This Special Agreement may be terminated in accordance with Section 12 (“Termination”) of the General Terms and Conditions.
Amendments and Electronic communications. We may revise and update these Special Terms or any part of the Agreement at any time, in the manner defined under Section 15.11 of the General Terms and Conditions.
If you do not agree with the new Special Terms, you must notify Del Systems within 10 days from receipt of notification on the amendments of the Special Terms or delete your account. If you do not agree with the new Special Terms, but you wish to continue use Push App or any other Service, you must notify Del Systems within 10 days receipt of such notification. If you fail to send such notification to Del Systems or delete your User Account, your continued use will be deemed as acceptance to the new Special Terms.
By accepting these Special Terms, you agree to this electronic contract. In addition, by visiting or sending emails to Del Systems constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email, satisfy any legal requirement that such communications be in writing.
Severability. If any term, clause or provision of these Special Terms is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these Special Terms without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms, which shall remain in full force and effect.
Entire Agreement. These Special Terms constitute the entire agreement between the Parties in relation to its subject matter. These Special Terms replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
You acknowledge that by accepting these Special Terms, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of Del Systems in relation to the subject matter of these Special Terms at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these Special Terms. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
Nothing in these Special Terms shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and Del Systems and/or other individuals or entities involved with the development and deployment of the Services.
These Special Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with law applicable under Section 15.10. of the General Terms and Conditions.
The Parties irrevocably agree that exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Special Terms or their subject matter or formation (including non-contractual disputes and claims) shall be determined in accordance with Section 15.10. of the General Terms and Conditions.
You acknowledge that by accepting these Special Terms, you agree on using contact details provided in your personal account for any communication method (system email, marketing email, etc.)
12. Contact Us
You can communicate for any reason, whether a complaint or not, with us by email [email protected]. Please note that our calls may be recorded so as to safeguard and protect your interests and for us to ensure the quality of our services. Del systems may, but is not obligated to, retain any communication with you.