General Terms and Conditions “T&Cs”

TERMS & CONDITIONS

These publisher terms and conditions (hereinafter “T&Cs”) are made by and entered into between mainADV (hereinafter “the Company”) and the party using this service as a Publisher (hereinafter “Publisher”), which service is described in these T&Cs.

Company reserves the right to amend these T&Cs at any moment in accordance with applicable law, without the obligation of providing specific notice to Publisher. For all intents and purposes it is being accepted that any amendments to these T&Cs shall become effective as from moment amended T&Cs are posted on the website: http://publisher.mainadv.com/Terms.

In the event that Publisher does not accept any amendment or modification of any particular provision contained therein, Publisher is to inform Company with the intention to terminate the use of the service. Any continued use of the service offered by the Publisher shall consitute a tacit acceptance of the amendment or modification and all obligations arising from such continued use shall be binding on the Publisher.

These T&Cs shall be read and construed in conjunction with the Insertion Order (hereinafter “IO”) signed between the Parties and without prejudice to any subsequent amendment or modification of any particular provision contained herein, shall become effective and binding as from date of signature of the IO. In the event of any conflict with any specific term or agreement reached between the Parties on the IO, the terms or agreement specified in the IO shall prevail.

SERVICE DESCRIPTION

Company reserves the right, at its sole discretion, to purchase adverts inventory made available to it by the Publisher and to market the same together with other advertising inventories property of Company.

In furtherance of the above, Publisher authorizes Company, the right to select and publish adverts within the Publisher properties, to promote, market and sell to third party Advertisers and any agencies, to monitor and track the use of an Advert and to analyse any relevant information, as well as to do anything which is ancillary or conducive to the above.

For all intents and purposes it is being clarified that participation in the services shall remain subject to the continued compliance by the Publisher of the T&Cs and Company retains the right to refuse participation to any applicant or participant at any time in terms of these T&Cs. In the event that Company elect not to purchase adverts inventory proposed by the Publisher, the same shall pass back to the Publisher.

PAYMENT TERMS

Unless otherwise agreed on the IO, any payments due by Company to the Publisher on revenue generated, shall be calculated exclusively on the basis of tracking statistics obtained from Company’s platform and no other measurements or statistics of any kind shall be accepted or have any effect in the determination of such payment amounts.

Payments shall be due subject to the issue of a relative invoice.

Any purchases and payments due shall be subject to a validation period of thirty (30) days from date of purchase.

In effecting any payments due to the Publisher, Company shall not be responsible for any taxes or third party payment processing fees or disbursements. Any difference arising from any such taxes, fees or disbursements are to be borne exclusively by the Publisher. Furthermore, Publisher is solely responsible for providing and maintaining accurate contact details and payment information.

SUSPENSION & TERMINATION

These T&Cs shall remain in effect unless either Party manifests its intention to terminate by the provision of forty eight (48) hours prior notice in writing to the other Party, unless a shorter termination notice is agreed between the Parties. Notice of termination shall be provided at the address specified in the IO.

Without prejudice to the above, Company reserves the right to suspend or terminate Publisher’s access to the Service in the event that Company has reason to believe in good faith that the Publisher is in breach of any of the provisions of these T&Cs. Suspension or Termination shall be effective immediately as from moment of suspension or termination and the Publisher shall discontinue the use of any service provided by Company.

In the event of termination by the Publisher, the Publisher shall ensure that any or all Company Ad Tags are removed from the site following expiration of the forty eight (48) hour prior notice in writing provided in terms of these T&Cs.

The termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such termination.

DISCLAIMER

Company provides the service “as is” and “as available” and hereby disclaims all warranties with respect to the Company Service, whether express or implied, including warranties of merchantability, and fitness for any particular purpose. Company does not warrant that the Company Service will operate uninterrupted or error-free and it is possible that the Company Service may be inaccessible, unavailable, or inoperable from time to time.

Company makes no representation or warranty about the result Publisher will obtain through the Company Service including the level of Ad Unit Impressions or Clicks on any Ad Unit or the timing of delivery of such Impressions and/or clicks under these T&Cs. Company is not responsible for the receipt of queries from end users of the site(s) or the transmission of data between the site(S) and Company.

LIMITATION OF LIABILITY

Neither Party will be liable for any special, indirect, consequential, punitive or exemplary damages in connection with this agreement, however caused and under whatever theory of liability, even if the other party has been advised of the possibility of such damages, to the maximum extent permitted by law each Party’s Liability under this agreement for any claim or related group of claims, for whatever cause, whether in an Action, in contract or in tort or otherwise, will be limited to general money damages and shall not exceed an amount equal to the aggregate fees actually paid during the immediate preceding 12 months.

PUBLISHER WARRANTIES

Publisher represents and warrants that:

  1. all of the information Publisher has provided and shall in the future provide to Company is accurate and current;
  2. Publisher has all necessary and legal rights, powers, and authority to accept and be bound by these T&Cs and to perform the acts required of Publisher hereunder;
  3. Publisher is in compliance with all applicable laws, rules, and regulations and any applicable data protection or privacy laws. For that purpose, Publisher shall implement all necessary measures to ensure compliance, including but not limited to inform its users that third party cookies may be placed on its Sites, specifying the purpose of these cookies (re/targeting) and specifying the type of data collected on the Publisher’s Site.

LIMITATION OF LIABILITY

Neither Party Will Be Liable For Any Special, Indirect, Consequential, Punitive Or Exemplary Damages In Connection With This Agreement, However Caused And Under Whatever Theory Of Liability, Even If The Other Party Has Been Advised Of The Possibility Of Such Damages, To The Maximum Extent Permitted By Law Each Party’s Liability Under This Agreement For Any Claim Or Related Group Of Claims, For Whatever Cause, Whether In An Action, In Contract Or In Tort Or Otherwise, Will Be Limited To General Money Damages And Shall Not Exceed An Amount Equal To The Aggregate Fees Actually Paid During The Immediate Preceding 12 Months.

CONFIDENTIALITY

Neither Party shall disclose to any third parties, any information including but not limited to communications between the Parties, information relative to Company software , technology, programming, specifications, materials, guidelines and documentation relating to the Company Service including Ad Tag code, unless necessary to comply with any law or regulation. Furthemore, the Parties oblige themselves that during the term of this Agreement and for two (2) years thereafter, it will not disclose the confidential information to any third party, nor use the confidential information for any purpose not permitted under this Agreement.”

INTELLECTUAL PROPERTY

Each Party shall own and shall retain all rights, title and interest in its intellectual property including but not limited to its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, ad code, know-how and proprietary technology, all data, statistical information or other traffic analysis while performing the Service

APPLICABLE LAW AND DISPUTE RESOLUTION

This Agreement: shall be governed by, and shall be construed in accordance with, the laws of the Republic of Italy without giving effect to its conflict of law principles. The parties declare that they shall endeavor to resolve any disputes arising between them amicably. In the event that a dispute is not so resolved, the dispute is to be referred to arbitration, to be resolved by a single arbitrator, being the Court of Pescara, Italy, the selected forum.

CONDITIONS OF USE OF SERVICES

  1. Publisher is strictly prohibited from effecting any re-arrangements or modifications of any kind to tags and content of any Company advertisements. Failure to comply with this obligation may result in tracking issues and relevant payments due from the use of any such modified or re-arranged content shall not be guaranteed.
  2. Publisher shall guarantee traffic which:

    1. Matches exactly with the domain URLS specifically approved by Company.
    2. Is produced in a Brand safe content enviroment in conformity with clause [insert clause number relative to Prohibited Content]
    3. is not derived from any form of automated request
    4. is free from any virus or malware including but not limited to dware, spyware or P2P applications.

USE OF DATA AND PRIVACY POLICY

The Publisher cannot collect, share, match any kind of data obtained through Company’s campaigns and tags and in particular shall not:

  1. Attempt to merge any Pixel Data with any PII or to re-identify the individual without obtaining the individual’s opt-in
  2. Aggregate any Pixel Data with any other data;
  3. Provide any Pixel Data to any third party, even if non-identifiable to Company
  4. Keep Pixel Data any longer than necessary to perform your obligations under the Agreement;

COMPLIANCE

You and each of your clients, subsidiaries, agents, representatives and subcontractors are currently, and will continue throughout the term of the Agreement, to be in compliance with applicable Laws relating to privacy and protection of both PII and Non-PII, including, without limitation, the EU Data Protection Directive and the e-Privacy Directive (also known as the EU Cookie Directive) (collectively, the “Privacy Laws”). Without limiting any of the foregoing, you agree to comply with all self-regulatory principles applicable to your activities.

PROHIBITED CONTENT

Prohibited Content" includes indecent material, obscene, adult or pornographic material, hate speech, defamatory material, subject matter that is highly objectionable, material that promotes or allows download of software viruses or other malware, misleading material, tobacco products, firearms and ammunition, prescription drugs, or any material that is itself illegal or which improperly references illegal activities.

SEVERABILITY

The invalitdity or uneforeability of a particular provision of these T&Cs shall not affect the other provisions hereof and the T&Cs sall be construed in all respects as if such invalid or unenforceable provisions were omitted.