The following Terms and Conditions (hereafter referred to as The Terms) have been entered into between the customer (hereafter referred to as The Advertiser) registering an account on the publishing domain from which the Service is provided (hereafter referred to as The Publishing Service) and Adnuntius AS, a company incorporated under the laws of Norway with Norwegain registration number 916977565 (hereafter referred to as Adnuntius). The Terms govern the use of the service as it is described in section 1.1 (hereafter referred to as The Service).
By clicking “Register” (to register as a user of The Service) you agree to The Terms. If you enter into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case such terms “The Advertiser”, “you” or “your” shall refer to such entity.
1 The Service
1.1 Definition. The Service is an online application that allows you to create an account, to create, potentially pay for, and to manage advertising content, and distribute such advertising content on The Publishing Service, and/or on third party domains.
1.2 Compliant usage. The Advertiser agrees to use The Service in accordance with The Terms, and shall ensure that each user that is authorized to use The Service (hereafter referred to as User) does so in accordance with The Terms.
1.3 Changes. Adnuntius and the Publishing Service reserve the right to modify, suspend or discontinue the use of the Service at any time, with or without notice. All new functionality, Features or services introduced to the Service will be subject to The Terms. Adnuntius shall make reasonable efforts to keep The Service operational.
2 User Accounts
2.1 Registration. In order to access The Service the Advertiser must register an account (hereafter referred to as The Account) in accordance with instructions provided on The Publishing Service or by Adnuntius.
2.2 Advertiser’s Responsibility. The Advertiser is solely responsible and liable for all access to and all actions and activities conducted under the Account, as well as its Users’ use of the Service. The Advertiser shall immediately inform the Publishing Service or Adnuntius about any unauthorized use of its User Accounts.
2.3 Account suspension. Adnuntius and the Publishing Service reserve the right to suspend any User or terminate any User Account if User performs any activities that constitute or may constitute a violation of the Terms or any applicable local or international laws, rules or regulations.
3 Fees and Payments
3.1 Payment methods. Depending on the Publishing Service’s business model the Advertiser agrees to pay with a credit card, or based on an invoice sent to the Advertiser by the Publishing Service. If a credit card is required, the Advertiser acknowledges and agrees that neither the Publishing Service nor Adnuntius store credit card information; all credit card details are stored securely via third party service providers.
3.2 Payment upon campaign booking. If payments are made using credit cards, the Advertiser acknowledges and agrees that Adnuntius will charge the credit card directly when the campaign is created. If payments are made based on invoices, the Advertiser agrees to pay all fees as specified in the invoices, according to the instructions on the invoices.
3.3 Refunds. If payments are made using credit cards, and in the event that a campaign for any reason has not completed its delivery of impressions, clicks or actions, then a refund for the remaining amount will be issued to the Advertiser. The refund will be calculated on the amount of impressions, clicks or actions left for the campaign. The Advertiser acknowledges and agrees that refunds shall only be issued if the remaining amount to be refunded is equal to or greater than 1 USD, or the equivalent sum in another currency. If the remaining is less than 1 USD then no refund shall be made.
3.4 Limitation of liability. The Advertiser acknowledges and agrees that the Publishing Service, Adnuntius and third party domains shall be held harmless from any and all refunds, claims, damages, liabilities, costs and fees (including reasonable legal fees) relating to the campaign’s lack of delivery. In no event shall the Advertiser hold the Publishing Service, third party domains or Adnuntius responsible or liable for a campaign’s non-delivery, delay or similar. For the sake of clarity this includes any claims related to loss of business opportunities for the Advertiser.
4 Content and Information
4.1 Illegal or inappropriate creative material. The Advertiser agrees to use the Service for lawful purposes only, and agrees not to use the Service for posting, storing, transmitting or otherwise distributing illegal or inappropriate creative material (hereafter referred to as Content). The Advertiser agrees to not publish, post or in any other way express any topic, Content or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful; not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Publishing Service, third party domains, Adnuntius, the Service or Users in any way.
4.2 Approval of Content by Publishing Service. The Advertiser acknowledges and agrees that all Content uploaded to the Service may be subject to review, and that the Publishing Service shall have the right to reject any Content for any reason. If the Publishing Service chooses to exercise this right then the Advertiser be given the opportunity to change the Content and submit it for another review.
4.3 Right to use Content. The Service includes functions for uploading, posting, linking and communicating and otherwise making Content available to others. By uploading Content to the Service, the Advertiser warrants that it is either the owner of the Content or that it holds a valid permission to use such Content from the appropriate right holder, meaning that the Advertiser’s use of the content in no way infringes a third party’s rights. Furthermore, the Advertiser warrants that the Content, or the Advertiser’s use thereof, is in no way a violation of any national or international legislation or any third party rights.
4.4 Right to distribute Content. The Service may allow the Advertiser to upload Content so that it is hosted on Adnuntius’ servers, so that it can be delivered to the Publishing Service or to third party domains. In order to do so, the Advertiser grants Adnuntius a worldwide, non-exclusive, royalty-free, transferable right to distribute and display the Content, or any part of it, and the intellectual property rights therein.
4.5 Accuracy of information. The Service may provide the Advertiser with certain information such as campaign delivery statistics, and to targeting criteria that allows the Advertiser to target certain users of the Publishing Service or third party domains. Advertiser acknowledges and agrees that Adnuntius makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Service.
5 Intellectual Property
5.1 Intellectual property rights. The Service and its original content, features, functionality and design elements are and shall remain the exclusive property of Adnuntius, the owner of the Publishing Service or the third party domain. The Advertiser’s use of the Service is limited to the rights granted to the Advertiser under these Terms. Adnuntius’ intellectual property may not be used in connection with any product or service without Adnuntius’ prior written consent. Furthermore, Advertiser acknowledges and agrees that neither the Service, the Publishing Service nor any third party domain shall be, in its entirety or in part, reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any purpose inconsistent with the limited rights granted to the Advertiser under the Terms.
6.1 Confidentiality. All parties agree to keep all information confidential and not to inform any third party about its content unless required to do so by law or regulation, or unless required by employees or contractors of Adnuntius, the Publishing Service or third party domains who have a need to know such information in connection with this Agreement, and who are bound by written agreements to protect the confidentiality of such information.
6.2 Non-confidential information. Confidential Information shall not include information that the receiving party can demonstrate (i) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (ii) was known to the receiving party at the time of disclosure, (iii) is independently developed by the receiving party, or (iv) is subsequently learned from a third party not under a confidentiality obligation to the providing party.
7 Indemnification and Limitation of Liability
7.1 Indemnification. The Advertiser shall indemnify and hold Adnuntius, the Publishing Service and all third party domains harmless with respect to all direct and indirect liability, losses, damages, costs or expenses caused, arising out of, or in connection with (i) the Advertiser’s negligence, (ii) the Advertiser’s breach of the Terms, or (iii) the Advertiser’s misuse of the Service.
7.2 Service provided. Adnuntius does not guarantee uninterrupted, secure or error-free operation of the Service. The Service is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Adnuntius is not responsible for neither technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime or disconnections from User Accounts.
7.3 Content. The Advertiser is at all times responsible for the Content uploaded or otherwise made available by its Users. This means that neither Adnuntius, the Publishing Service nor any third party domains is responsible for the Content or the use thereof. Furthermore, Adnuntius assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of the Publishing Service or any third party domains that may be reached by links presented in the Service.
7.4 Unauthorized access. Neither Adnuntius nor the Publishing Service is responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or User Accounts.
7.5 General. To the maximum extent permitted by applicable law, in no event shall Adnuntius or the Publishing Service be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with the Terms. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
8.1 Consequences. Should the Advertiser use the Service in violation of the Terms, then Adnuntius or the Publishing Service shall have the right to i) delete any Content produced by the Advertiser, ii) suspend and/or terminate the Advertiser’s User Account, and iii) terminate the Terms.
8.2 Right to act. Adnuntius and the Publishing Service reserve the right to directly limit the use of or access to the Service and to block, restrict or delete any Content at any time, for any reason and without liability, if such use, access or Content constitutes or may constitute i) a violation of the Terms in general or of any applicable local or international laws, rules or regulations, or ii) a risk of harming Adnuntius, the Publishing Service or any third party domains’ goodwill or reputation.
9.1 Governing law. The Terms shall be construed in accordance with, and all questions with respect thereto will be determined by the laws of Norway. The parties hereby irrevocably submit any disputes under this Agreement to the non-exclusive jurisdiction of the courts located in Oslo, Norway. Each party agrees to the governing law above without regard to choice or conflicts of law rules.
9.2 Term. The Terms shall commence when the Advertiser creates a User Account, and remain in force as long as the Advertiser has an active User Account. The Advertiser acknowledges and agrees that a User Account can be deactivated by sending an email to email@example.com.
9.3 Assignment. Neither the Terms nor any obligation or right hereunder may be assigned or transferred by the Advertiser without the prior written consent of Adnuntius.
9.4 Changes. Adnuntius shall have the right to make changes to the Terms.The amended Terms shall automatically be effective upon publishing.
9.5 Notices. Adnuntius may give notice by means of email to your e-mail address. You may give notice to Adnuntius by email to firstname.lastname@example.org. Any such notice shall be deemed to have been given upon the expiration of 12 hours after sending.
9.6 Partnership. No joint venture, partnership, employment, or agency relationship exists between the Advertiser and Adnuntius as a result of this Agreement or use of the Service.
9.7 Waiver. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the parties in writing.