2. The Service
3. Costs incurred, Contents and Positioning
4. Fees, Payment and Advertiser Account
5. Adgate’s Warranty
6. Advertiser’s Representations and Warranties
7. Fraudulent Activity
9. Rejection of Campaign Content
13. Intellectual property
14. Entire Agreement and Variation
15. Assignment, Governing Law and Jurisdiction
16. Limitation of Liability; Disclaimer of Warranty
17. Refund policy
18. Force Majeure
20. Recurring Transaction
Adgate (the, 'Adgate',
'We', etc.) being an advertising network that provide services for products
monetization and promotion, connecting publishers and advertisers through such service
globally (the, 'Service'), and
You (the, 'Advertiser', 'You', 'Yours', etc.), seeking for an online
service for managing advertising campaigns and marketing consultancy, media market analysis,
ads campaign planning, media time buying, and
Adgate has offered its services to the Advertiser through www.adgate.com
website (the, 'Program'), and You decided to utilise the Service,
Adgate and Advertiser hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY
CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF
THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT
AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE
NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH
IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY
ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS
1.1. 'Ad(s) or Advertisement(s)' - means graphical, interactive, rich
media and video, or other online advertisements, including, without limitation, banners,
buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar
generated by Advertiser's web-servers in response to a query from Adgate.
1.2. 'Advertiser' - means a party that has decided to enter into this
Agreement and to assign Adgate to provide online services in accordance with the
terms and conditions of this Agreement.
1.3. 'Advertiser Account' / 'Account' - means the Advertiser's account
at Adgate web-site www.adgate.com for deposit of money and managing of
1.4. 'Content' - means all ad content, related technology and tags
provided by Advertiser that are subject to the Services under this Agreement.
1.5. 'Effective Date' - means the date of adoption by Advertiser terms
of this Agreement or in the absence of its signature, the date when the Advertiser set up an
Advertiser Account with Adgate.
1.6. 'Adgate Network' - means Adgate's digital
advertising network available at www.adgate.com, including advertisers and publishers.
1.7. 'Adgate Network Property' - means any website, application,
content, property or any other media owned, operated, or provided by a company within the
Adgate Network upon which Adgate places Ads.
1.8. 'Confidential Information' - will include any information, whether
provided in writing, orally, visually, electronically or by other means, related to the
Services and/or business of a party and is treated as confidential or secret by the party,
including but not limited to (i) all information marked as 'Confidential,' 'Proprietary,' or
similar legend by the disclosing party ('Discloser') when given to the receiving party
('Recipient'); and (ii) information and data provided by the Discloser, which under the
circumstances surrounding the disclosure should be reasonably deemed confidential or
1.9. 'Campaign' - means certain actions set up by an Advertiser to
increase traffic to the Advertiser or its affiliate website, sales and/or attracting new
2. The Service
2.1. Adgate provides You an opportunity to participate in our
Service and Program by placing its Ads on web pages of publishers registered in the Adgate
Ads Network. Adgate will monitor, track and report its Services in a manner and on a
schedule as determined by Adgate.
2.2. In order to become an Advertiser you must first accurately submit
an application for Adgate account at our website and be in compliance with present
Agreement (in case of using Self-service) or register yourself as an Advertiser by
contacting Adgate directly (in case of using Managed service) for acceptance, and not
use any aliases or other means to mask your true identity or contact information. After we
review your application, we will notify of your acceptance or rejection as Adgate'
Advertiser. We may accept or reject your account registration at any time at our sole
discretion for any reason. Adgate reserves the right to add, edit, remove or reclaim
any account details (including your submissions) with or without your consent if deemed
appropriate at Adgate sole discretion.
2.3. By filing your account application or registering as an Advertiser
you confirm your understanding and unreserved acceptance of present Agreement and terms and
conditions of Adgate, including, but not limited to, the
published at our website concerning the Services, and confirm
You are a duly authorized signatory, has full legal capacity and all the necessary authority
to bind the individual, company or other entity, and hereby submitting a legally binding
electronic signature and entering into a legally binding contract.
2.4. Adgate has the following Non Acceptable Business rules for
- Where there are known or perceived links to terrorist organisations, military, arms
and/or ammunition manufacture or sales;
- Where there is knowledge or suspicion of money laundering or terrorist financing;
- Where it is known or there are reasonable grounds for suspicion that a criminal offence
has taken place;
- Where the client or any of the clients associated parties are subject to any sanctions
- Where the client is undertaking an activity or trade within, from or into a country
where that activity is subject to embargo and/or trade control restrictions;
- Producers/publishers of racist/pornographic/pressure group material or extreme political
- Regulated entities that do not have the appropriate licensing;
- Extreme political and/or charitable organisations.
2.5. There are the following methods of using the Service available -
Self-Service or Managed service.
Self-Service assumes that all Services and ad campaigns shall be provided
through Advertisers' account in Program. Adgate support team may provide assistance
upon your request, however, all the actions or modifications made through your account shall
be deemed made solely by You.
Managed service assumes that assistance of using the Services and Program
shall be provided by Adgate officers.
2.6. You may not transfer your account to anyone without explicit
written permission of Adgate and you may not use anyone else's account or password at
any time without the express permission and consent of the holder of that account. Adgate
Ads cannot and will not be liable for any loss or damage arising from your failure to comply
with these obligations.
2.7. Adgate will implement, monitor, track and report an agreed
campaign. Adgate will furthermore report if and when errors have occurred in a
Campaign in order to rectify such errors so that such Campaign can be carried out as agreed
on. Adgate will also, at its sole discretion, provide support and advice on a
Campaign during the term of this Agreement.
2.8. Adgate does not guarantee: (i) the placement, positioning
or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions,
publications, conversions or clicks on any Ad on any Adgate Network Property.
3. Costs incurred, Contents and Positioning
3.1. Advertiser shall submit Contents for all Ads types in accordance
with such due date as may be set out in this Agreement or as otherwise is communicated by
3.2. Unless otherwise agreed in writing, the positioning of Ads on a
Adgate Network Property is at Adgate sole discretion.
3.3. If Advertiser asks Adgate to carry out the posting or
modification of a campaign or any element of the campaign (including without limitation
through an authorization for Adgate to optimize campaigns generally), Adgate
will carry out such posting and/or modification within 48 hours.
Any such posting or modification carried out by Adgate shall be deemed approved by
Advertiser from the earlier of: (i) confirmation from Advertiser, and (ii) the end of the
12th hour following the posting or modification carried out by Adgate. If Advertiser
does not approve of the posting or modification, it must notify Adgate via e-mail
within 12 hours of the posting or modification.
3.4. Advertiser is solely responsible for all: (i) Contents generated
by or for Advertiser; (ii) properties to which a Content directs users (including without
limitation content on the domain or landing page reached by clicking on the Content URLs;
and/or (iv) Advertiser's services.
4. Fees, Payment and Advertiser Account
4.1. All statistics for the purposes of billing and general delivery
reporting are based on Adgate's reporting system.
Use of the Service shall be carried out on a monthly basis. For the purpose of present
Agreement, a calendar month shall be deemed as a reporting period (the, 'Reporting
Rates for advertising campaigns are calculated on the basis of its pricing model, frequency of impressions, ads placement, number of acquisitions, GEOs and other campaign terms.
4.2. In the event that Advertiser believes that there is a discrepancy
in Adgate's reporting system (stats) for Reporting Period, Advertiser must provide
Adgate with a reasoned report of such discrepancy within three (3) calendar days from
receipt of Adgate's server reports in relevant Reporting Period. Otherwise, Adgate
Ads shall not be liable for such discrepancy, services shall be deemed rendered, and will
calculate earnings on basis of its reporting system. If the parties are unable to reach an
agreement regarding the discrepancy, then Adgate reporting system shall prevail.
4.3. Adgate provides the ability to perform payments by using
payment service providers. Advertiser shall have the right to select any payment service
provider available. You agree that Adgate is not responsible for any actions applied
by the payment service provider including but not limited to any additional transaction
fees, banking commissions or currency fees applied to your transaction. All payments to
Adgate include the above-mentioned fees and commission, if applicable.
Advertiser is responsible for all applicable taxes associated with provided ad services,
other than taxes based on Adgate income. Advertiser shall indemnify Adgate
against all losses suffered or incurred by Adgate arising out of or in connection
with any payment made to Adgate.
4.4. In case of using Self-Service Advertiser shall make a deposit of
funds to its Advertiser Account in advance. The minimum amount of initial deposit is $100 US
Dollars. By using Self-Service you agree that setting limitations on Ads campaigns budget
and spending shall be entirely your responsibility. If the funds in your Advertiser Account
are exhausted, all running campaigns may be suspended immediately, if spending limits are
not applicable. Spending limitations are not legally binding and Adgate bears no
responsibility for any excess.
4.5. In case of using Managed services Advertiser shall set up all
spending limitations and budget (fixed or unlimited) with Adgate managers to run Ads
campaign. So Advertiser has to control spending of advertising budget and undertakes to
inform Adgate in written about further actions to optimize such campaign. You shall
pay for Services on the base of the invoices, issued by Adgate, by one the following
options: (i) prepayment, (ii) net, or (iii) net + 30 days.
4.6. Advertiser acknowledges and agrees that any credit card and
related billing and payment information that Advertiser provides to Adgate may be
shared by Adgate with companies who work on Adgate' behalf such as payment
processors and/or credit agencies solely for the purpose of checking credit and/or effecting
payment to Adgate and serving customers account.
4.7. Adgate shall not be liable for any use or disclosure of
such information by such third Party.
4.8. Advertiser shall be responsible for any pricing, Bid, Ad Unit
Values, Bidding Terms, Account configuration or category classifications errors or other
errors ('Buyer Errors') resulting in a completed transaction (Ad Unit served), and shall be
liable for any payments due in connection with the completed transaction.
Advertiser acknowledges that:
- all executed transactions are final;
- notification of Buyer Errors must be reported by the Advertiser within 24 hours;
4.9. Adgate reserves the right to discontinue Service, withhold
payment at any time and terminate present Agreement without liability to Advertiser in case
of material breach of this Agreement by the Advertiser or its associates. Parties hereby
agree that any form of fraudulent or illegal activity, or any violation of the applicable
laws and regulations, or any activity specified in Section 9 of this Agreement shall be
deemed a material breach of this Agreement.
4.10. Adgate shall have the right to adjust your account
balance in the case of (i) need of payment of bonuses, (ii) to deduct transaction fees,
(iii) due to technical reasons, (iv) due to fraudulent activity, (v) upon additional
agreement by the Parties.
5. Adgate's Warranty
5.1. Except for the express warranties set forth above and to the
extent permitted by law Adgate expressly disclaims all other warranties of any kind
with respect to the Service, whether express or implied, including without limitation any
warranties for merchantability, fitness for a particular purpose, that the Services will be
uninterrupted, completely secure and/or free of software errors.
5.2. Adgate furthermore expressly disclaims any responsibility
in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any
claims made in relation to the publication of any such Ads, campaigns or Contents on any
websites such as, including but not limited to, streaming sites, File Sharing Sites, and
sites with adult content.
6. Advertiser's Representations and Warranties
6.1. Each party will make every effort to uphold the highest ethical
and commercial standards. If Adgate requests that Advertisements should be removed
from or not placed in any context that harms the goodwill or reputation of Adgate,
Advertiser will promptly comply with such request.
In case of violation of its obligations under present Agreement by Advertiser, Adgate
reserves the right to stop providing services and withhold Advertisers' remuneration or
account balance or fine.
6.2 Advertiser accepts and acknowledges the full responsibility in the
event that the Contents in a Campaign would be deemed invalid or illegal in any applicable
6.3 Each Party waives its rights against the other in respect of
warranties and representations (whether written or oral) not expressly set out or referred
to in this Agreement. Nothing in this clause limits or excludes either Party's liability for
6.4 Hereby you represent and warrant that you have all necessary
rights, permits and licenses to start and manage ad campaigns and for display Advertisement
and operate Your websites and business activities in the selected jurisdictions. In case of
breach of this obligation, Adgate may terminate this Agreement at any time without
prior notice, withhold any remuneration or account balance and claim for compensation of
incurred losses and damages.
6.5 Advertiser undertakes to ensure that its servers support the
traffic directed to ad campaign through our service. Anyway, Adgate takes no
responsibility for all the consequences in case your servers cannot support the traffic
directed to your website.
6.6. You hereby agree not to use Adgate' system interface,
available to You in connection with the execution of this Agreement, in any ways not
provided for by this Agreement, including not to distribute or transfer it to any third
6.7. Hereby You agree not to grant any third parties the opportunity
to place Ads that violate the requirements of the legislation, as well as ethics and
morality rules. You shall bear all the expenses and losses incurred from Your illegal use of
copyrighted materials (including Ads, trademarks, etc).
6.8. You warrant not to use automated tools, including robots,
scripts, or spiders, for generation of the inquiries or gather information from the
interface of the Adgate Network.
6.9. Hereby You warrant that You will not use the Adgate
Network system interface for any purposes that violate any applicable laws or rights of any
third parties, including its intellectual property.
6.10. You grant NOT to modify, adapt, translate, disassemble or
otherwise attempt to derive the source code of any software, used in Adgate Network,
Services or Program.
6.11. Hereby You represent and warrant to provide Adgate with
all the documentation or its equivalents, needed for identification of the parties,
ascertainment of the legal fact and fulfillment of its obligations under this Agreement,
within 15 business days from the date of request. In certain cases, we may withhold all
payments until we will receive relevant documentation from you.
6.12. Hereby You irrevocably authorize Adgate to transfer a
request received by Adgate to provide information for the payment directly to Your
financial institution available.
7. Fraudulent Activity
You are expressly prohibited from using any means, devices or arrangements to commit fraud,
violate any applicable law, interfere with other affiliates or falsify information in
connection with the Services or exceed your permitted access to Adgate website or
You are prohibited from any practice of disguising (cloaking) an Ads with different content
or landing page. Adgate shall have the right, in proven cloaking attempts, to ban
Your Advertiser Account, to withhold account balance and to take all necessary legal actions
to restore the damage caused by this violation. In any case Adgate shall make all
determinations about fraudulent activity in its sole discretion.
Advertiser agrees to indemnify and hold Adgate, its affiliates, subsidiaries,
successors and assigns harmless from any and all claims, actions, judgments or liabilities
arising out of or in connection with Advertiser's Campaign, any breach of this Agreement by
Advertiser and/or of any representation, warranty or agreement in this Agreement.
9. Rejection of Campaign Content
9.1. Adgate has, in its sole discretion and without any
liability, the right to deny any advertising material or Content that includes or based on
any inappropriate or illegal content such as, including but not limited to, the following
- pornography, adult or mature content;
- illegal activity (i.e. how to build a bomb, hacking, 'phreaking', etc);
- hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based
or personal, etc.);
- violence, obscene or vulgar language and abusive content or content which endorses or
threatens physical harm;
- illegal substance;
- drugs or any related paraphernalia;
- adware, malware, viruses, phishing offers;
- creatives should not contain the words like 'your sofware is outdated', 'your device is
infected', 'viruses found' etc. No misleading ads, providing false info to the user;
- purchase of weapons/military equipment;
- false or deceptive investment advice, and others;
If Advertiser provides software for campaign, it shall be free from any spy- or malicious
software and comply with the terms and conditions under present Agreement. In confirmation
of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.
Advertiser will defend, indemnify and hold Adgate or its affiliates and
representatives harmless from any damages, liabilities, costs, and expenses (incl.
attorneys' fees) resulting from any claim, judgment or proceeding brought by a third
In case where advertisements are placed in such locations, Adgate reserves the right
to withhold payment for the entire campaign, withhold account balance and any other
remuneration and/or submit an immediate legal action against Advertiser and/or set a
financial penalty, based on the damages caused to Adgate.
9.2. In order to be eligible to become an Advertiser of software or
other application (API), Your software or application (API) must meet the following
- not to generate or facilitate unsolicited bulk commercial email;
- not to violate, or encourage the violation of, the legal rights of others;
- not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent
- not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items
of a destructive or deceptive nature (i.e. malware);
- it must not to alter, disable, interfere with or circumvent any aspect of the software
of third parties or advertisement services particularly.
Advertiser will make all reasonable efforts to prevent unauthorized use of its software or
application and to terminate any unauthorized use. Advertiser will promptly notify Adgate of any unauthorized use of, or access to, the software or application of which it
Advertising software shall be installed only with the consent of the user, and shall provide
ability of its removal without special additional programs.
9.3. Advertiser further acknowledges and accepts that Adgate may
stop a Campaign in case Advertiser's website includes inappropriate content as described
under sections 9.1, 9.2 above.
9.4. In order to ensure compliance with this section 9, Advertiser must
notify Adgate in writing of any changes to the content on Advertiser's website which
could be deemed inappropriate content.
Advertiser hereby agrees not to contact websites in the Adgate Network in order to
purchase advertisement space from them or engage in practice that would be deemed
competitive to the efforts of Adgate in its attempts to represent the website's
advertising spaces. Violation of this clause shall be deemed a material breach of this
11.1. Each Party (a 'Receiving Party') understands
that the other Party (a 'Disclosing Party') may disclose information of a
confidential nature including, without limitation, product information, data, pricing,
financial information, software, specifications, research and development and proprietary
algorithms or other materials that is disclosed in a manner in which the Disclosing Party
reasonably communicated, or the Receiving Party should reasonably have understood under the
circumstances that the disclosure should be treated as confidential, whether or not the
specific designation 'confidential' or any similar designation is used ('Confidential
11.2. The Receiving Party agrees, for itself and its agents and
employees, that it will not publish, disclose or otherwise divulge or use for its own
purposes any Confidential Information of the Disclosing Party furnished to it by such
Disclosing Party without the prior written approval of the Disclosing Party in each
instance. Neither party will make any public announcement regarding the existence or content
of the Agreement without the other's prior written approval.
11.3. The Parties agree that if disclosure is made to their
professional advisors, auditors or bankers this shall be done subject to each Party
procuring each such recipient's agreement to keep such information confidential to the same
extent as if such recipient were Party to this agreement.
11.4. The foregoing obligations under this section 11 shall not extend
to any information to the extent that the Receiving Party can demonstrate that such
information (i) was at the time of disclosure or, to the extent that such information
thereafter becomes through no fault of the Receiving Party, a part of the public domain by
publication or otherwise; (ii) was already properly and lawfully in the Receiving Party's
possession at the time it was received by the Receiving Party free from any obligation of
confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party
who was under no obligation of confidentiality to the Disclosing Party with respect thereto,
or (iv) is independently developed by the Receiving Party or its independent contractors who
did not have access to the Disclosing Party's Confidential Information or (v) express
written consent has been given prior to disclosure.
11.5. In the event that the Receiving Party is required to disclose
Confidential Information in accordance with judicial or regulatory or governmental order or
requirement, or any tax authority to which that Party is subject or submits, wherever
situated, whether or not the requirement for information has the force of law the Receiving
Party shall promptly notify the Disclosing Party in order to allow such Party to contest the
order or requirement or seek confidential treatment for such information.
11.6. Upon termination or expiration of this Agreement, upon the
request of a Disclosing Party, the Receiving Party agrees to return to the other all of such
other Party's Confidential Information, or to certify to the Disclosing Party in writing
that all such material has been destroyed, however, destruction is only permitted after
Disclosing Party's prior approval.
12.1. Either party may cancel the ads campaign and terminate present
Agreement with 48 hours' written notice to the other party.
12.2. Adgate shall be entitled, with immediate effect, to stop
Advertiser's Campaign or to prematurely terminate this Agreement in writing where: (a)
Advertiser uses the Service or Program in a manner that entails the perpetration of a crime;
(b) Advertiser uses the Service or Program in a manner that occasions losses or the risk of
loss for Adgate or any third Party; (c) it may be reasonably assumed that Campaign
violates governing law; (d) notwithstanding reminders, Advertiser fails to pay agreed fees
or any other remuneration to Adgate within a stated time; (e) Advertiser otherwise
fails to comply with this Agreement and such breach of contract is material; or (f)
Advertiser is placed into insolvent liquidation or is otherwise insolvent.
In this case, Adgate shall have the right to block your account immediately and to
withhold the remaining funds at your account as a fine.
12.3. This Agreement will be blocked when the Advertiser's Account has
not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of
'Inactive account status'. After deactivation, you will have 90 calendar days to restore
your account. To do so, you have to login to your account and follow the steps described
there. If your account is not reactivated within 90 calendar days it will be deleted without
option to restore it.
If your account balance is 0 EUR/USD, the system will automatically block your account, if
otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the
remaining funds will be fully deducted from your account.
12.4. You acknowledge and agree that in case of Your account been
deleted at any reason it doesn't mean that user data would be erased too.
13. Intellectual property
Hereby we grant you a non-exclusive, non-transferable, revocable right to use Adgate
Service and access our Program solely in accordance with the terms of this Agreement.
You may not alter, modify, manipulate or create derivative works of Adgate or any our
graphics, creative, copy or other materials owned by, or licensed to Adgate in any
way. 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
Adgate' trademarks, service marks, copyrights, patents or trade secrets. You agree
that we may use any suggestion, comment or recommendation you choose to provide to Adgate without compensation. All rights not expressly granted in this Agreement are reserved by
14. Entire Agreement and Variation
14.1. Adgate reserves the right to amend the terms and
conditions of this Agreement at any time unilaterally. The Advertiser shall be informed of
such amendments by e-mail or through the information being made available on Adgate's
website. The Advertiser shall be deemed to have received such notice within two (2) weeks of
the notice being sent by e-mail or made available on Adgate's website. Where the
Advertiser does not accept the amendment, the Advertiser shall be entitled, within thirty
(30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty
(30) calendar days from the amendment being published on the website, provided that the
changes have an adverse effect, that could not be considered as minor, on the Advertiser, to
terminate the Agreement with immediate effect. Where the Agreement is not terminated by the
Advertiser within the aforementioned time, the Advertiser shall be deemed to have accepted
the new terms and conditions.
14.2. Advertiser acknowledges and agrees that in entering into this
Agreement it has not relied and is not relying on any representations, warranties or other
statements whatsoever, whether written or oral other than those expressly set out in this
and that it will not have any right or remedy rising out of any representation, warranty or
other statement not expressly set out in this Agreement.
15. Assignment, Governing Law and Jurisdiction
15.1. Adgate may assign this Agreement to a subsidiary or
business successor. You may not assign this Agreement without the prior written consent of
Adgate, which shall not be unreasonably withheld.
15.2. This Agreement and any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with it or its subject
matter or formation shall be governed by and construed in accordance with the law
15.3. Each party irrevocably agrees, for the sole benefit of Adgate that, subject as provided below, the courts
of Belize shall have exclusive jurisdiction over any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with this agreement or its subject
matter or formation. Nothing in this clause shall limit the right of Adgate to take
proceedings against Advertiser in any other court of competent jurisdiction, nor shall the
taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in
any other jurisdictions, whether concurrently or not, to the extent permitted by the law of
such other jurisdiction.
16. Limitation of Liability; Disclaimer of Warranty.
IN NO EVENT SHALL Adgate BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE
OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA,
INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND
CONSEQUENTIAL DAMAGES, EVEN IF Adgate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE INFORMATION, CONTENT AND SERVICES AT THE PROGRAM OR IN SERVICE ARE PROVIDED ON
AN 'AS IS' BASIS WITH NO WARRANTY. YOU USE THE SEVICE AND RUN PROGRAM AT YOUR OWN RISK. TO
THE MAXIMUM EXTENT PERMITTED BY LAW, Adgate DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF PROGRAM, THE
INFORMATION, SERVICES, AND CONTENT INCLUDED AT THE PROGRAM OR IN SERVICE AND PROVIDED BY
Adgate, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. Adgate DOES NOT REPRESENT OR WARRANT THAT THE
INFORMATION ON ITS WEBSITE OR PROVIDED BY Adgate IS ACCURATE, COMPLETE OR
17. Refund Policy
17.1. Refund could be applied only upon written request containing
reasons for your refund to email@example.com
or via tickets https://www.adgate.com/contact_us
in case if Ad campaign cannot be launched due to reasons included but not limited to
noncompliance of the advertising materials with the requirements of current legislation,
unacceptable quality and/or content of the creative, other reasons deemed applicable by
17.2. Refund will be made in the amount of unused funds. Amount must
be calculated based off Adgate' reporting system.
17.3. Refund shall be applied only to the actual payments made by the
Advertiser to Adgate. All funds credited to the account of the Advertiser within the
frame of participation in bonus programs or similar actions of Adgate are
non-refundable in any case and subject to the terms and conditions of such programs.
17.4. A refund request will be considered legitimate ONLY if it has
been sent from the email used for Advertiser's Account registration.
17.5. Advertiser has six (6) months from the last payment date to ask
for a refund of the balance remaining on the Advertiser Account if You have remained in
compliance with this Agreement. After Advertiser makes a second deposit at Advertiser
Account (itself or via manager), a refund will only be issued for a balance of more than
$200 US Dollars and a processing fee of 10% will be deducted from such refund
17.6. The refund may be credited back to the same payment method and
same account that was used to make the payment.
17.7. The refund request will be processed within 5 business days from
the date the request was received.
17.8. Refund is not acceptable in case the Advertiser breaches terms
and conditions of present Agreement or other terms agreed by the parties.
18. Force Majeure
18.1. The force majeure events are understood as events which occur
after the Effective Date, regardless of the will of the Parties, and which could not be
foreseen and prevented by any reasonable actions of the Parties. The influence of these
events may postpone the performance of all or several parts of present Agreement or other
terms and conditions agreed by the Parties.
18.2. The circumstances of force majeure include such events as war,
mobilization, epidemic, fire, natural disasters, traffic accidents and changes in
legislation, if such events meet the criteria of the paragraph 18.1 of this Agreement. The
list above is not exhaustive.
18.3. If provision of Services been postponed due to the force
majeure, the Party affected by force majeure shall notify the other Party in writing about
the day of the force majeure commencement within 5 calendar days. With the cessation of
force majeure and the restoration of normal conditions, the Party which was affected by
force majeure shall notify the other Party in writing within 3 calendar days.
18.4. If a Party fails to comply with the requirements specified in
the paragraph 18.3., i.e., it will not notify the other Party of the commencement and
termination of the force majeure, it loses the right to rely on such force major action.
19.1. Present Agreement is the principal document in legal
relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case
of contradictions in using Service or Program, present Agreement shall prevail in any case.
19.2. Relationship between the Parties. The relationship between the
Parties will be that of independent contractors and nothing in this Agreement is intended to
nor will establish any relationship of partnership, joint venture, employment, franchise,
agency or other form of legal association between the Parties. Neither Party will have, nor
represent to any third party that it does have, any power or authority to bind the other
Party or incur any obligations on the other Party’s behalf.
19.3. Waiver clause. The failure of a party hereto at any time or
times to require performance of any provision hereof shall in no manner affect its right at
a later time to enforce the same. No waiver by a party of any condition or of any breach of
any term, covenant or representation contained in this Agreement shall be effective unless
in writing, and no waiver in any one or more instances shall be deemed to be a further or
continuing waiver of any such condition or breach in other instances or a waiver of any
other condition or breach of any other term, covenant or representation.
19.4. Survival of Representations and Warranties. The representations
and warranties of Advertiser set forth in this Agreement (in particular, Article 10-11)
hereof shall survive closing for a period of one (1) year from the termination date (the
No claim for a breach of any representation or warranty by Adgate shall be actionable
or payable if the breach in question results from or is based on a condition, state of facts
or other matter which was disclosed to Advertiser and/or actually known by Advertiser prior
19.5. All claims related to the use of the Service or Program shall be
submitted by the Advertiser within 30 days from the end of the Reporting Period only. In the
case of missing the specified term, Adgate reserves the right not to process the
complaint, and all the services shall be deemed rendered properly and subject to payment.
19.6. Headings. Headings to sections and subsections in this Agreement
are for the convenience of the Parties only and are not intended to be a part of or affect
the meaning or interpretation hereof.
21. Recurring Transaction
20.1. By filling Recurring Transaction Form and clicking the 'I Agree'
button you express full consent with these terms and conditions of recurring transactions
and authorize Adgate and payment service provider to automatically charge your credit
card for recurring delivery of Services in agreed variable amount and variable date,
stipulated in Recurring Transaction Form in your personal account.
20.2. You acknowledge and agree that confirmation notification of the
recurring transaction will be provided within 2 business days via email specified in your
20.3. You certify that you are an authorized user of credit card,
details provided in personal account of the Service, and that you will not dispute the
scheduled payments with your credit card company provided the transactions correspond to the
terms indicated in this Agreement.
20.4. You agree to pay for all services or other additional services
you ordered through Adgate Service, as well as for any additional expenses (if
necessary), including, but not limited, all possible taxes, charges, etc.
20.5. You take full responsibility for timely payments for using the
Service. Payment service provider only facilitates a payment for the amount indicated by
Adgate, and it is not responsible for paying by user of the Service the
aforementioned additional funds/expenses.
20.6. After clicking the 'Pay' button the transaction is irrevocably
deemed to be processed and executed. After clicking the 'Pay' button you agree that you will
not be eligible to cancel the payment or request to cancel it. By placing the order on the
Service, you confirm and state that you do not violate legislation of any country. Also, by
accepting this Agreement, you, as cardholder, confirm that you are entitled to use Service
offered via Adgate' website.
20.7. By agreeing to use the Recurring Transaction Service, you
understand and accept that processing of any of your payments are executed by the payment
service provider, and there is no statutory right of revocation of already purchased
services or any other opportunities to cancel the payment.
20.8. You acknowledge that this Recurring Transaction Service will
remain in effect until you cancel it, and you agree to notify Adgate of any changes
in your personal account information or cease of this Recurring Transaction Service at least
7 days prior to the next billing date. If you wish to reject to use Recurring Transaction
services for your next purchases of services or other facilities on the Adgate
Service, you can do that by using email notification provided in contact details.
20.9. When you pay for any of Adgate services, you are
primarily bound by this Agreement. Please note that only you, as the cardholder, are
responsible for paying for all services you have ordered through Adgate Service and
for any additional expenses/fees that can be applied to this payment. Payment service
provider acts only as the executor of the payment in the amount stated by Adgate, and
it is not responsible for pricing, total prices and/or total sums.
20.10. You acknowledge and agree that notification for following
situations will be sent to you, using method of communication available, at least 7 business
days prior: more than six month have elapsed since the last payment; or there are charges to
the recurring transaction services including, but not limited to any change to the amount of
the recurring transaction and/or any change to the date of the recurring transaction.
20.11. In case there is a situation when you do not agree with the
aforementioned terms and conditions of Recurring Transactions and/or other reasons, we ask
you not to proceed with the payment, and, if necessary, contact directly support of
Adgate at firstname.lastname@example.org