ADSTERRA TERMS AND CONDITIONS

Affiliates

Last updated: 25.11.2021

PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR THE “AGREEMENT”) CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE.

These are the Terms and Conditions that apply to the use, by Publishers, of the various services available on the Platform.

These Terms incorporate Adsterra’s Privacy Policy, Cookies Policy as well as any other policies published on the Website, so by accepting these Terms, you agree with and accept all the policies published on the Website.

1. Parties to the Agreement

Ad Market Limited (“Adsterra”) is a company incorporated and registered in Cyprus under the registration number HE361574, having its registered address at Christaki Kranou 49, Germasogeia, 4041 Limassol, Cyprus.

References in these Terms to “your” or “you” are to the person/entity who accepts these Terms and agrees to create accounts and use the services as set out in and under these Terms. You and Adsterra shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.

2. Definitions and Interpretation

2.1. The following words and expressions used in these Terms shall have the following meaning, unless they are inconsistent with the context:

2.2. In these Terms unless otherwise specified:

• references to clauses are to clauses of these Terms;
• a reference to a sub-clause is to a sub-clause of the clause in which such reference appears, to a paragraph is to a paragraph of the sub-clause in which such reference appears and to a sub- paragraph is to a sub-paragraph of the paragraph in which such reference appears;
• a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, or re-enacted after the date of these Terms;
• references to writing shall include any models of reproducing words in a legible and non-transitory form;
• references to the plural or singular shall be interchangeable as circumstances require; and
• headings are for convenience only and do not affect the interpretation of these Terms

3. Services

3.1. To become a Publisher and offer the Services you must register and create an Account on the Platform.

3.2. Publisher agrees to provide accurate and complete information about himself during the registration process and not to hide his identity from Adsterra for any reason whatsoever.

3.3. Adsterra may ask that Publisher provides certain documents to identify himself and to verify the information submitted to us upon registration, such as identification card or a passport, a utility bill, a bank statement or any document proving their identity issued by a governmental body.

4. Publishing

4.1. The Publisher can use the Services to promote Offers using Adsterra Ad Link(s), Adsterra Ad Tag and Advertising Materials on the Publisher's Sources.

4.2. Adsterra shall have the right in its sole and absolute discretion to review and approve a Publisher’s Source which has been submitted on the Platform. In this regard, Adsterra shall have the right in its sole and absolute discretion to refuse to accept a Publisher’s Source which it either disapproves of or is deemed to be in breach of these Terms. Adsterra may refuse to accept a Publisher’s Source for many reasons, such as but not limited to:

• websites that are under construction or incomplete;
• sources that infringe on any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy);
• sources which contain Inappropriate Content; such as but not limited to content which promotes violence, promotes discrimination, promotes illegal activities, aimed at political ends, both party political advertising and political advocacy by non-partisan groups, infringes the Intellectual Property Rights of any person, involves malware, viruses or fishing offers or violates advertising regulations or rules of conduct, such as but not limited to advertising for or in connection with medicinal products for the purpose of the treatment, prevention or diagnosis of any disease;
• sources promoting any type of illegal substance, good, services or activity;
• sources that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam);
• sources promoting phishing;
• spyware or malware sources.

4.3. The Publisher shall place the Adsterra Ad Tag or promote Adsterra Ad Link on the Publisher’s Source(s). The Publisher shall not alter the Adsterra Ad Tag in any way without Adsterra’s prior written consent. The Adsterra Ad Tag and Adsterra Ad Link may not be used on Sources other than one which has been approved by Adsterra on the Platform.

4.4. Adsterra has zero tolerance against SPAM of any kind, including but not limited to unsolicited e-mails, bulletin boards (forum) spam, chat or messengers spam or comments spam. The Publisher is responsible for ensuring that a Publisher’s Source which has been submitted on the Platform does not contain SPAM of any kind. Adsterra reserves the right to terminate your account, if a Publisher’s Source contains SPAM of any kind.

4.5. Adsterra reserves the right to terminate your account without payment if you use unauthorized Advertising Materials.

4.6. Adsterra reserves the right in its sole discretion to modify, update or delete any Advertising Material, Offer, Offer rules or Ad Link at any time.

4.7. The Publisher agrees that every Action will be checked by both Adsterra’s and Advertiser’s anti-fraud system. Both Adsterra and its Advertisers reserve the right to cancel any Action that is considered fraudulent by any of the anti-fraud systems. Both Adsterra and Advertisers may choose to notify the Publisher about such cancellations at their sole discretion.

4.8. Both Adsterra and Advertisers reserve the right not to disclose any information related to their anti-fraud systems, reports or Actions cancelled due to fraud.

4.9. Publisher expressly agrees that re-brokering Offers in any way is prohibited. Adsterra may, in its sole and absolute discretion, authorize Publisher to re-broker (re-sell, re-market, re-list) Offers. To obtain such authorization Publisher needs to contact Adsterra representative.

5. Payments

Adsterra collects fees from Advertisers (the “Fees”), calculated using Cost-Per-Action (“CPA”) pricing model.

The Publisher shall be entitled to the Revenue Share received from Advertisers (the “Net Fees”). The publisher acknowledges and agrees that the payment obligations hereunder are based solely on:

• the number of actions, as determined solely by Adsterra,
• Adsterra receiving the Fees from the Advertisers,

and not on any other criteria. You shall be able to view the number of actions via your Dashboard.

5.3. You acknowledge and agree that Adsterra may make adjustments to the number of actions or to your Account's balance in case of software errors, server downtime, duplicated actions, fraudulent actions or under any other circumstance that caused discrepancy in the number of actions or in your Account's balance, in order to remedy and rectify any inaccuracies.

5.4. You acknowledge and agree that Adsterra may adjust the balance in your Account if there is
5.4.1. a chargeback received from an Advertiser for previously paid actions;
5.4.2. a refund requested by an Advertiser;
5.4.3. a non-paid invoice by an Advertiser;
as this will reduce the Fees received from the Advertisers and accordingly the amount of the Revenue Share.

5.5. You acknowledge and agree that Adsterra acts as an agent between you and Advertisers and will distribute profits to you only after we receive fees from Advertisers for the Actions you generate. Adsterra shall pay the Publisher the Net Fees bi-monthly in arrears on the 1st and 16th day of each month (collectively “Payment Dates” and each a “Payment Date”) on a NET15 basis provided that each Payment Date falls on a Business Day. If a Payment Date does not fall on a Business Day, the payment shall be made on the next Business Day following the relevant Payment Date.

5.6. Payments shall be made to the bank account, payment service provider account or debit/credit card registered on your Account.

5.7. Adsterra utilizes Hyperwallet payment services to deliver payments to you. Such payment services are subject to the Hyperwallet Terms of Service and the Hyperwallet Privacy Policy .

5.8. In the event that the Net Fee is less than the “Minimum Net Fee”, Adsterra shall hold payment until the Net Fee exceeds the Minimum Net Fee. Once the Net Fees have exceeded the Minimum Net Fee, Adsterra shall pay the Publisher the Net Fee on the next Payment Date

5.9. Adsterra has no control and are not responsible for any fees or charges that may be imposed by a financial institution (such as a bank or other payment services provider) on the transfer of the Net Fees to a Publisher. You agree that any Net Fees received by you may be received net, after the deduction of any fees or charges imposed on the transfer.

5.10. Adsterra may, on a Publisher’s written request, pay the Net Fees to the Publisher in a currency other than USD (for example, EUR), referring solely to such exchange rate as calculated by Adsterra’s bank or payment provider (the “Conversion”). Adsterra shall not be responsible or liable for any losses which may be suffered by you as a result of the Conversion, nor shall Adsterra be liable for any errors in the rates of exchange provided by Adsterra’s bank or payment provider.

5.11. Adsterra shall, by method of self-billing, send you invoices in relation to each Payment Date. The invoices shall be generated automatically having regard to the Charges applicable for each Payment Date.

5.12. Any Publisher residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Adsterra. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold Adsterra harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.

5.13. Publisher shall notify Adsterra if his VAT registration number has changed or cancelled.

6. Representations and Warranties

Publisher represents and warrants to Adsterra that:

• All information provided for the purpose of enrolling as a Publisher will be accurate, complete and current
• if Publisher is an individual, you have sufficient legal capacity (in your jurisdiction) to accept these Terms and to enter into a binding agreement with Adsterra on the terms set out herein
• If Publisher is a commercial entity, you declare that you have the required authority to bind that entity to this Agreement
• The Publisher shall not attempt to obtain fees by using methods to artificially and/or fraudulently inflate the volumes of impressions, clicks or actions. These methods include, but are not limited to:
  1. using any technique of generating fraudulent clicks/impressions/actions as determined by Adsterra in its sole and absolute discretion;
  2. using incentives to increase volumes of impressions, clicks or actions;
  3. using cookie-stuffing;
  4. using bots or infected devices.
• Publisher will only use Advertising Materials provided by Advertisers and Adsterra. Adsterra may, in its sole and absolute discretion, authorize Publisher’s custom-made Advertising Materials. To obtain such authorization Publisher needs to contact Adsterra representative.
• Publisher is not allowed to use, together with Adsterra Ad Tag or Adsterra Ad Link, any misleading and/or incentive creatives, logos and/or brand names without written approval of the owners, or confuse or force visitors to take any action.
• Publisher will comply with any applicable tax obligations in your jurisdiction arising from your use of the Services;
• Publisher is responsible for any and all damages caused, and all liability actions brought against Adsterra for any breach infringement of this Agreement or of any third-party rights or violation of any Applicable Laws;
• Nothing in this Agreement excludes or limits the liability of the Publishers for fraud, death or personal injury caused by their negligence, breach of the Terms implied by operation of law or any other liability which may not be limited or excluded by law;
• Publisher will provide Adsterra with correct and relevant documents and personal information upon request.
• Publisher is responsible for implementing all reasonable and appropriate measures for maintaining the confidentiality and security of your Account name, user ID, passwords, personal identification and mobile unlock codes that you use to access the Platform
• Publisher shall not advertise his Website and/or Referral Link on Adsterra brand name, infringe the intellectual property rights, rights of privacy or any other rights of Adsterra whatsoever.

7. Suspension or Termination

For cause

7.1. Adsterra reserves the right to suspend or terminate your Account if we have reason to believe or suspect that you are in breach of this Agreement or other legal obligation (including fraudulent) without prior notice or liability. Adsterra also reserves the right to change, suspend or discontinue all or any part of the Services at any time without prior notice or liability. Should your Account be suspended or terminated you will lose access to your Account and will not be able to undertake any transaction on the Platform.

7.2. Publisher understands and agrees that he may not be able to access any of the Services if his Account is suspended. We shall not be liable to you for any consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of your account being suspended.

7.3. Adsterra further reserves the right in its sole discretion, to refuse or cancel any of its Services, and/or refuse to distribute profits (including Net fees) to any person for legitimate reasons, including, without limitation:

• if we have reason to believe that your activities or use of the Services may be illegal;
• if we may be harmed by any fiscal or pecuniary damage due to your activities on or through the Services;
• if we consider that you have used the Services in a manner which contravenes any of these Terms at our sole discretion;
• if you use unauthorized Advertising Materials;
• if you are in breach of the Offer’s rules;
• if you promote an Offer using prohibited sources as described in Offer’s rules.

7.4. If Adsterra terminates your Account in accordance with clause 7.1, you surrender your right to receive payment of any balance standing to your credit in your Account.

Without cause

7.5. Either Party may, without prejudice to any other rights they may have, by giving five (5) Business Days’ notice in writing to the other Party, terminate this Agreement without cause.

7.6. Subject to clause 7.3, on termination of this Agreement, in accordance with clause 7.5, Adsterra shall pay any Net Fees due to you up to the date of termination, provided that the amount is above the Minimum Net Fee, and this shall be paid to you on the next Payment Date following the date of termination.

7.7. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party.

8. Confidentiality and GDPR

8.1. Publisher is aware of GDPR (General Data Protection Regulation) and responsible for taking sufficient efforts according to GDPR requirements to inform his website(s) visitors on collecting or processing personal data and liable for a further security of such personal data.

8.2. Under no circumstances shall Adsterra be liable for Publisher’s violation of GDPR of any kind.

8.3. Publisher agrees not to disclose Adsterra Confidential Information without Adsterra’s prior written consent. “Confidential Information” includes without limitation: (i) all Network software, technology, technical specifications, materials, guidelines and documentation Publisher learns or obtains that relate to Adsterra; (ii) statistics provided to Publisher by Adsterra; and (iii) any other information designated in writing by Adsterra as “confidential”.

9. Indemnification

To the fullest extent permitted by applicable law, both Parties will indemnify, defend and hold harmless each other and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to the services under this Agreement.

10. Disclaimers

10.1. The Services and/or Platform are available on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to the Services (whether express or implied), including, without limitation, any implied warranties of skill, care, diligence, quality and suitability, fitness for a particular purpose and non-infringement;

10.2. Adsterra does not represent or warrant that the Services is reliable, current or defect-free, meet your expectations, or that any defects will be corrected.

10.3. Adsterra provides no warranties or assurances with respect to the (i) placement or performance of any Advertising Materials; or (ii) the number of views/clicks or conversions.

10.4. Adsterra is not responsible for the accuracy of the information present on any of the Services and the use of the Services is at your own discretion and risk

11. Limitation of Liability

11.1. To the fullest extent permitted by Applicable Law, in no circumstances shall any Party be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to:

• the use of Services and/or the Platform or otherwise related to this Agreement, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if Adsterra have been advised of the possibility of such losses and regardless of whether such losses were foreseeable);
• delays or disruptions to the Services and/or Platform, including but not limited to, the unavailability or suspension of the Platform for the performance of routine or emergency maintenance;
• the content, actions, or inactions of third parties;
• a suspension or other action taken with respect to your Account;
• illegal actions of third persons performed using counterfeited and/or illegal documents or illegally received data;

11.2. The aggregate liability of Adsterra, whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to this Agreement or the use of or inability to use the Services, exceed the total amount of Net Fees paid to you under this Agreement in the last one (1) month.

12. Modification

Adsterra reserves the right to amend the terms and conditions of this Agreement. Publisher shall be informed of such amendments by e-mail. Publisher shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail. Where Publisher does not accept the amendment, Publisher shall be entitled, within thirty (30) calendar days from the date of dispatch of the e-mail, provided that the changes have an adverse effect, that could not be considered as minor, on the Publisher, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by Publisher within the time, Publisher shall be deemed to have accepted the new terms and conditions.

13. Force Majeure

Neither Adsterra nor any member of the Adsterra Companies shall be liable or responsible to Publisher, or be deemed to have breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.

14. Taxation

Publisher is solely responsible for determining whether any action or transaction contemplated by this Agreement or related to the Services will give rise to any tax implications on his part. Publisher is also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any/or all other taxes to which Publisher may become liable to the appropriate tax authorities in such jurisdiction(s) in which Publisher may be liable to pay tax howsoever arising. Adsterra shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes which may arise from any action or transaction contemplated by this Agreement or related to the Services.

15. Miscellaneous

15.1. Both Parties agree to the use of electronic communication to enter into contracts, place orders, issue invoices, credit notes and other records and to the electronic delivery of notices, policies and records of transactions. Furthermore, both Parties hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

15.2. If any term, clause or provision of this Agreement is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from this Agreement without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement, which shall remain in full force and effect.

15.3. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture, or formal business entity of any kind.

15.4. The Parties irrevocably agree that the Cyprus courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes and claims).