Welcome to AdReclaim and its services brought to you by AdReclaim Ltd. (AdReclaim”, “we” or “us”). These Terms of Service, and all modifications and additions thereto (the “Terms”) govern your (“you” or “publisher”) use of the Service and set forth the terms and conditions for joining the SSP (supply side platform) network and publishing advertising materials of AdReclaim and its third party advertisers (the “Ads”, and “Service” respectively) on the website you own or represent (the “Site”). Your access to the Service is subject to AdReclaim's prior approval, as further detailed below.
1. Acceptance of Terms.
Your use of the Service signifies your acknowledgment of the Terms, agreement and acceptance to be bound by the Terms and to comply with any and all applicable laws, rules and regulations, whether local, state, national or international. If you do not agree to these Terms, please do not register or use the Service. You may not accept these Terms and use the Service if: (a) you are under the age of 17, (b) you are not qualified to create a binding legal agreement, or (c) the use of the Service is prohibited by any law applicable to you. Additionally, if you are between the ages of 17 and 18, you represent that your legal guardian has reviewed and agrees to the Terms. YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICE IF, AT ANY TIME, YOU DO NOT AGREE OR YOU ARE NOT ELIGIBLE TO AGREE TO THESE TERMS.
2. Membership Requirements
- AdReclaim shall publicize from time to time the manner in which an application to become AdReclaim publisher should be submitted. Notwithstanding anything to the contrary herein, AdReclaim reserves the right, at its sole discretion, to reject any publisher application for any reason it deems necessary.
- Once AdReclaim approves your AdReclaim publisher application, the following requirements must be met during the entire term of the engagement between you and AdReclaim: (a) The Site's traffic must not fall below 50,000 hits a month; (b) The Site may not offer its users any incentives to view and/or click on the Ads, without prior written approval from AdReclaim; (c) You or anyone on your behalf or on the Site's behalf may not directly or indirectly: (i) Artificially inflate views or clicks of the Ads available on the Site; (ii) Place ad-tags, JS codes on any URL not approved by AdReclaim in advance in writing; or (iii) Publish the Ads on a pop-up page without prior written approval from AdReclaim.
- AdReclaim reserves the right, at its sole discretion, to terminate the provision of the Service to you at any time and with immediate effect, if you and/or the Site fail to meet any of the requirements detailed in this Section 1.
- In addition to the membership requirements provided above, your use of the Service is conditional upon your compliance with these Terms and AdReclaim reserves the right to terminate your access to the Service without notice if you violate these Terms.
- You agree to use the Service solely for your personal use. You agree not to transfer or resell the Service, in whole or in part, to any third party, or allow unauthorized access to the Service by any third party. You further agree that you will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose, and that you will not use the Service for illegal purposes, and/or to post or otherwise communicate or submit Content which is unlawful, libelous, harassing, abusive, privacy invading, threatening, harmful, vulgar, pornographic, obscene, indecent, commercial, confidential, proprietary or otherwise objectionable.
- You agree not to access (or attempt to access) the Service by any means other than through the interface provided by us. Without derogating from any other term of these Terms, you agree to use the Service solely for its intended purposes and for lawful purposes. You agree that you will not, whether by yourself or by anyone on your behalf (i) engage in any activity that interferes with or disrupts the Service (or the servers and networks which are related to the Service); (ii) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or any third party providers) infrastructure; (iii) bypass any measures we may use to prevent or restrict access to the Service; (iv) provide any Content or information, including but not limited to proprietary content or information, as well as email addresses or telephone numbers, if you do not own or have permission to use such content or information; (v) create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications; (vi) engage in any commercial activities, including, without limitation, any attempt to raise money for anyone or advertise or promote a product, service, website, pyramid scheme or other multi-tiered marketing scheme; (vii) violate or encourage the violation of the legal rights of others; (viii) engage in, promote or encourage illegal activity; (ix) intentionally distribute viruses, worms, corrupted files or other items of a destructive or deceptive nature; (x) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations; (xi) create a browser or border environment around the Content (no frames or inline linking); (xii) interfere with or violate any other Service visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of this Service without their express consent, including using any robot, spider, website/mobile application search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (xiii) frame or mirror any part of this website and/or mobile application without AdReclaim's prior express written authorization; (xiv) create a database by systematically downloading and storing all or any of the Content from the Service's website or mobile application; or (xv) forward any data generated from the Service without the prior written consent of AdReclaim.
- You may not reverse engineer, decompile, disassemble, alter, duplicate, modify, make copies of, distribute, provide others with or otherwise attempt to derive the source code from any application of the Service. You may also not use the Service in order to discover, reveal or expose any non-public information regarding other users.
- Use of the Service should be done with only one user account. AdReclaim reserves the right to monitor any effort to establish multiple user accounts; in the event AdReclaim discovers that a user has established more than one user account, it will result in the termination of any and all Service use.
- Changes in the Terms. We may change these Terms from time to time, without actual notice to you. The revised Terms shall become effective upon posting thereof on the Service or the AdReclaim's website. It is your responsibility to review these Terms occasionally. If any modification or amendment is unacceptable to you, your only recourse is to terminate these Terms. You agree that your continued use of the Service following AdReclaim’s posting of a change notice or amended Terms on its website shall constitute your consent to the new or revised set of Terms.
- Your registration to the Service will be done by using log-in credentials created by you upon registration by selecting a username and password. To the extent that you will be required to provide any information during your registration process, your use of the Service or otherwise, you agree to provide true, accurate, current and complete information about yourself and to maintain such information true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, we may terminate your use of the Service.
- You are responsible and liable for any activity by any person who uses the Service using your log-in credentials. You are responsible for maintaining the confidentiality of such log-in credentials and for any liability resulting from the use of such credentials.
- You agree to immediately notify us of any suspected unauthorized use of the Service or any other breach of security known or suspected by you.
- Any fraudulent, including without limitation, the creation of a false or fake account for purposes other than the intended use of the Service, abusive, or otherwise illegal activity is forbidden and may be grounds for termination of your account, at our sole discretion.
- Wereserve the right to terminate any account which has been inactive for 180 days.
4. The Service
- The Service is controlled and operated by AdReclaim from offices within the State of Israel. We make no representation that the Service and/or Content therein is appropriate or available for use in all locations worldwide, and accessing and/or using the Service from territories or jurisdictions where the Service or its content may be illegal in any way is prohibited. Those who choose to access the Service and/or any of its content from other locations do so at their own initiative and risk.
- We may change, suspend or discontinue any aspect of the Service or your uses therein, at any time, including the availability of the Service, and we may add more services, options and applications to the Service, all at our sole discretion and without notice or liability. We may also modify, limit, deny or impose limits on certain features and services or restrict your access to parts or all of the Service, or create different levels of use for different users, or cancel some or all of the functionality of the Service at any time and at our sole discretion, without notice or liability.
- We may terminate your account for any or no reason at any time by ceasing to provide the Service to you. You understand that termination of the account you have created with us may involve deletion of your account information and/or your Content from our databases. We will not have any liability whatsoever towards you for any termination of your account or deletion of your information and/or your Content. Without derogating from the above, we reserve the right, at our sole discretion, to deny service to any individual deemed to be (i) tampering or attempting to tamper with the operation of the Service or any of AdReclaim's websites or applications; (ii) violating the terms of service, conditions of use and/or general rules or guidelines of any property or service, including any Third Party Services (as such term is defined below) or (iii) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person and/or in a manner or with intent to reflect unfavorably on AdReclaim and/or the Service, or to bring AdReclaim and/or the Service into public disrepute, contempt, scandal or ridicule, as determined by AdReclaim at its sole discretion.
5. Content and Proprietary Rights
- You understand that all information, such as data files, written text, computer software and code, music, audio materials or other sounds, photographs, illustrations, logos, animations, videos or any visual materials (collectively, the “Content”) which may be available to you and/or you may have access to as part of or through your use of the Service, may be protected by copyrights, moral rights, patents, trademarks, privacy and publicity rights, trade secrets or other proprietary or personal rights, and owned or controlled by either AdReclaim and/or by the party credited (explicitly or implicitly) as the provider of the Content (collectively, “Content Providers”).
- Unless you obtain prior written consent from AdReclaim or the relevant Content Provider, you may not modify, rent, lease, loan, sell, distribute, publish, transmit, participate in the transfer or sale of, reproduce, duplicate, copy, create new and/or derivative works from, perform, reverse engineer, decompile, disassemble, alter or otherwise attempt to derive the source code from any application of the Site, display or provide others with, any portion of the Content or the Site in whole or in part.
- You acknowledge and agree that AdReclaim and the Content Providers own all legal rights, titles and interests in and to AdReclaim site and Content.
- You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of our trademarks, service marks and logos. Without derogating from the above, you may not use any meta tags or any other “hidden text” utilizing AdReclaim name, trademark, or product name. You must avoid any action or omission that may dilute, or tarnish our goodwill. Trademarks and advertisements of AdReclaim on the Site are the exclusive property of AdReclaim.
- License to You. Subject to the terms of these Terms, during the term of your engagement in these Terms, AdReclaim hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to: (a) publish and display Ads provided by AdReclaim within the Site in an unmodified form; (b) access the technology and functionality made available via the Service, and (c) access and use the data in your account, for your internal business purposes only. Nothing contained in this paragraph shall transfer any right, title, or interest in or to the Service, AdReclaim website, Tracking Data (as defined below), the data in your account, or the Ads (collectively “AdReclaim Property”). As between AdReclaim and you, AdReclaim and its suppliers retain all right, title and interest in and to the AdReclaim Property.
- License to AdReclaim. Subject to the terms of these Terms, during the term of you engagement in these Terms, you grant to AdReclaim the right and license, in AdReclaim’ sole discretion, to: (a) select and publish Ads within your Site and your account; (b) promote, market, and sell to advertisers, and their advertising agencies, the rights to place and publish Ads within your Site; (c) measure and track each instance that an Ad is rendered for display within your Site, including identifying the type of device and operating system on which the Site was running, the wireless carrier providing service to such device, and the geographical location of each device (collectively “Tracking Data”); and (d) to access your account, including any password protected area thereof, for the purpose of serving Ads and collecting Tracking Data. Subject to the rights granted herein, nothing contained in this paragraph shall transfer any right, title, or interest in or to your Site and, as between you and us, you and your suppliers retain all right, title and interest in and to the Site.
- You acknowledge and agree that AdReclaim's website, the Service, the Content, the AdReclaim's proprietary software and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, service marks, trade names, logos, domain names, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the website and any other distinctive brand features), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by, and/or licensed to, AdReclaim, and subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You shall not have any right in any Intellectual Property of AdReclaim, other than the permission to use the Service offered to you in the website or any other platform, in accordance with the terms and conditions of the Terms. You may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to AdReclaim's proprietary rights including but not limited to, AdReclaim's Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms
Links to Third Party Sites and You agree not to access (or attempt to accContent
- AdReclaim site may contain links to other related websites, resources and content (“Third Party Sites”). AdReclaim does not maintain, review or control Third Party Sites, is not responsible for the content of, is not associated with and does not endorse, any of the Third Party Sites linked to or from this site. You may access or connect to these linked Third Party Sites only at your own risk. The Third Party Sites, their availability, accuracy and reliability, and the opinions expressed and other links provided in or to these Third Party Sites are not investigated, verified, monitored or endorsed by AdReclaim, and AdReclaim disclaims any warranty and liability, express or implied, with respect to the contents of any Third Party Sites.
- It is your sole responsibility to comply with the appropriate terms and conditions of the Third Party Sites, as well as with any other lawful and/or contractual obligation related to the Third Party Sites or any use of Third Party Sites.
- Under no circumstances shall AdReclaim be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any Third Party Sites, including for the use of any information you may submit to Third Party Sites. Any concerns regarding Third Party Sites shall be directed to the respective Third Party Site's administrator or owner.
- Unless specifically requested, you are not solicited nor encouraged to send AdReclaim any confidential or proprietary material. AdReclaim does not wish to receive any such information or material from you through the AdReclaim site, by e-mail or otherwise, and shall not be limited in its disclosure or use of such materials.
- If you still choose to submit or send any materials to AdReclaim, by doing so you shall grant AdReclaim a royalty-free, unrestricted, worldwide, irrevocable, perpetual, non-exclusive and sub-licensable right and license to use such materials in any way worldwide, including to reproduce, modify, adapt, publish, transmit, translate, distribute, create derivative works from, perform and display such materials, in whole or in part. You further waive all rights of attribution with respect to the use of your content.
- AdReclaim's payment model is based on a revenue sharing arrangement. Your sole compensation under these Terms shall consist of the percentage of the Net Revenues (as defined below) actually collected and received by AdReclaim generated from Ads published on your Site. You will be entitled to such percentage of the Net Revenues as shall be agreed between you and us, if not otherwise agreed upon in writing, AdReclaim's standard revenue share shall apply (“Revenue Sharing Fee”). Actual revenue generated is calculated automatically by AdReclaim's platform and can be viewed using your account login details which will be provided to you upon approval of your publisher application. “Net Revenue” means the total of the revenues generated as a result of your activity for the applicable Ad less all advertising agency commissions, discounts, or fees, charge backs, credit card processing fees, refunds and taxes (except taxes on AdReclaim’s net income). AdReclaim shall in no event be responsible for paying any Revenue Sharing Fee if the advertiser fails to pay AdReclaim.
- Revenue Sharing Fee for undisputed Revenue Sharing Fee will become payable within 30 days after the end of each calendar month for Net Revenues generated during the previous month. However, if your Revenue Sharing Fee for any given month is less than $50, AdReclaim may hold such Revenue Sharing Fee until the amount due is equal to or exceeds $50.
- AdReclaim will pay your Revenue Sharing Fee via wire transfer or PayPal. You will bear any service fee required in order to execute such payment using the selected payment method and you hereby irrevocably grant AdReclaim permission to deduct such service fee from any payment due to you. You alone are responsible for reporting and paying any applicable taxes or tariffs on the Revenue Sharing Fee. AdReclaim may withhold from payments any taxes that it is required to withhold under applicable law.
- As required by law, payment to you shall be subject you issuing an applicable tax invoice.
- AdReclaim will only be able to pay you if your contact information and payment information are correct, and if you have followed all procedures established by AdReclaim and completed all forms, including, if applicable, tax forms.
- AdReclaim's billing system is not error-free, and AdReclaim shall not be liable for any miscalculations or malfunctions in processing the Revenue Sharing Fees due to you. If you think that a mistake has occurred, you must send your complaint to firstname.lastname@example.org within 30 days of receipt of the applicable payment, otherwise such payment shall be deemed undisputed for all purposes.
- Other than in the event of termination of these Terms in accordance with Section 1.4 above, termination of these Terms shall not affect the obligation of AdReclaim to make payments of Revenue Sharing Fee, to the extent applicable and concluded prior to the date of the termination.
7. Disclaimer of Warranty; Limitation of Liability
- We provide our Service using a commercially reasonable level of skill and care and we hope that you will enjoy using it. However, there are certain things that we do not promise in relation to our Service. Without derogating from the provisions of the Section captioned “The Service” above, we accept no responsibility or liability in contract, tort, negligence, breach of statutory duty or otherwise for any inconvenience, loss, damage, costs or expenses whatsoever incurred or suffered by anyone as a result of any information contained in or provided by the Service (unless such liability may not be excluded or limited as a matter of law and in such case our liability will be limited to the maximum extent permitted by law).
- YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES OF ANY KIND, WHETHER EXPLICIT OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AS TO THE OPERATION OF THE SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE SERVICE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES, OR THAT ANY INFORMATION OR ADVICE OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THESE TERMS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM YOUR USE OF THE SERVICE. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE AND OUR AFFILIATES, OFFICERS, AGENTS, MEMBERS AND EMPLOYEES BE LIABLE FOR ANY INDIRECT, DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. YOU SPECIFICALLY AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY UNLAWFUL, EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OF ANY OTHER PARTY ON OR THROUGH THE SERVICE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. AS SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
- TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, TOGETHER WITH OUR AFFILIATED ENTITIES, EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AGENTS AND REPRESENTATIVES, FOR ALL CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO USD 100.
- Without derogating from the above, under no circumstances SHALL we be obligated to investigate, monitor, mediate or resolve any dispute you may have with another user of the Service, although we may undertake such action in our sole discretion. In the event of a dispute with another user, you agree to indemnify us from any liability, and to hold AdReclaim harmless, OF any type of damages, claims or demands arising out of or related to any dispute you may have with any other user.
- If you are dissatisfied with any portion of the Service, or with any of these Terms, your sole and exclusive remedy is to discontinue using the Service.
- Indemnification. Your use of the Service constitutes your agreement to defend, indemnify, and hold harmless AdReclaim and its affiliated entities, and their employees, contractors, officers, directors, agents and representatives, from any claim or demand, including reasonable attorneys' fees, arising out of your use or misuse of the Service or the use or misuse of contents of the Service by a third party using your user account. These Sub-Sections 6.1 through 6.7 shall survive the termination of your account with the Service or your use of the Service, for any reason.
- Termination of Operation. At all times, AdReclaim may terminate the provision of the Service, or any part thereof, either temporarily or permanently. AdReclaim will publish a termination notice reasonable time prior to the termination of the Service. AdReclaim will maintain backup copies of the content on the AdReclaim site for additional reasonable time, and afterwards will be entitled to delete the content without maintaining any backup copy thereof and without giving additional notice. You agree and acknowledge that AdReclaim does not assume any responsibility with respect to, or in connection with the termination of the Service and loss of any data as a result.
- You agree that the laws of the State of Israel, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Service may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with AdReclaim or relating in any way to your use of the Service resides solely in the competent courts in the Central District in Israel.
- You agree to report any copyright violations and/or violations of the Terms to AdReclaim as soon as you become aware of them. In the event you have a claim of copyright infringement with respect to material that is contained in the Service, please notify us as soon as possible at: email@example.com.
- The provisions of the intellectual property, disclaimer of warranty, limitation of liability and indemnification Sections, will survive the termination or expiration of these Terms and the termination of the Service for any reason.
- If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense these Terms or any or all of your rights or obligations under these Terms without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This is the entire agreement between you and AdReclaim relating to the subject matter herein. You may not modify these Terms. These Terms will inure to the benefit of our successors, assigns and licensees. You hereby grant AdReclaim the right to use your name and/or logo on AdReclaim's website and/or marketing materials to identify you as a member of the AdReclaim SSP network and a user of the Service. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
[Last Updated: August, 2015]