契約条件

General

Clickadu Terms and Conditions underline your use of this Website, www.clickadu.com (hereafter called the “Website ”, “Platform”), your use of the advertising and monetization service (“Service”) offered through the Platform and your collaboration with Clickadu s.r.o. (hereafter called the “Clickadu”, “We”, etc.). Please read these Terms and Conditions carefully as they affect your rights and liabilities under the law.

Hereby, you require to accept Clickadu Terms and Conditions in order to use our Service. We offering registration and information re-check forms to secure the agreement with our Terms of Service. And, by continuing to use our services you automatically accept our Terms and Conditions. By accepting our Terms you are also responsible for ensuring that any person who accesses our Platform is aware of these Terms of Service and other applicable documents comply with them.

If you do not agree to these Terms and Conditions, please do not use the Service or the Website, or do not apply as a Publisher or Advertiser.

We strongly recommend you to examine our Privacy Policy about how we collect and use your personal data.

Clickadu s.r.o. (Czech Republic) general purpose is to provide advertising and monetization Services as an advertising network. We work with various kinds of Advertisers and Publishers around the world and offer them a platform with the ability to launch and manage their advertising campaigns by automated means. The management of every advertising campaign is implemented through a personal user account.

Please rely on the information you receive from this Website (Platform) at your own risk. However, Clickadu pursuit to make available information accurate and up to date.

Please note that the general website www.clickadu.com and its subdomains may contain external links to other third-party websites. We do not accept any responsibility or liability for third-party websites on their Terms of Services or how they process your personal information. We strongly recommend you to examine these third-party websites’ policies and terms before submitting any personal information.

Clickadu isn’t responsible for any loss sustained by any person using this Website (Platform) or service.

The company responsible for providing Advertising and Monetization services and platform:

Clickadu s.r.o.
Zenklova 32/28, Praha 8 – Libeň, 180 00
Czech Republic

Below are the Terms for Advertiser and Publisher. Please note that ‘Advertiser Terms agreement’ differs from ‘Publisher Terms agreement’, by accepting Clickadu Terms and Conditions you accept both agreements

Terms for Advertisers

1. Main definitions
2. The Service
3. Fees, Fundings and Advertiser Account
4. Clickadu Limited Warranty
5. Advertiser’s Representations and Warranties
6. Restrictions and fraudulent activity
7. Indemnification
8. Account and campaign content rejection
9. Non-Solicitation
10. Confidentiality
11. Cancellation
12. Intellectual property
13. Entire Agreement and Variation
14. Assignment, Governing Law and Jurisdiction
15. Limitation of Liability; Disclaimer of Warranty
16. Refund policy
17. Force Majeure
18. Miscellaneous

Clickadu s.r.o. (Czech Republic), (the, “Clickadu”, “Clickadu”, “We”, etc.) Clickadu provides Advertiser with a technical possibility (“Service”) to perform marketing services including but not limited to uploading Ads and creating Ad campaigns.

  1. Main Definitions

    1. “Advertiser” – individual or company who markets goods or services with Ads on Publishers’ Websites using Company Service as a mediator.
    2. “Ad or Advertisement” – any type of online advertisement, including, without limitation, banners, links, pop-ups, pop-unders and video advertisements or similar in text or any other media format.
    3. “Advertiser Account” / “Account” means the Advertiser’s account at Clickadu self-service platform (ssp.clickadu.com) used for setting, managing and launching advertising campaigns.
    4. “Content” – all ad content, related technology and tags provided by advertisers that are subject to the Services under this Agreement.
    5. “Date of decision” – means the date of decision and acceptance with Terms for Advertisers or in the absence of its signature, the date when the Advertiser set up an Advertiser Account with Clickadu.
    6. “Advertising or Ad Network” – a technological platform that allows Advertisers to create Ad campaigns and display Ads on Publishers’ Websites
    7. “Property of the Network” – any website, content, application forms. Any intellectual property or any other media owned, operated, or provided by a company within the Clickadu Network upon Clickadu advertising activities.
    8. “Campaign” or “Ad Campaign” – certain actions set up by an Advertiser to increase traffic to the Advertiser or its affiliated website, sales and/or attracting new customers.

  1. The Service

    1. Clickadu provides Advertisers with a technical possibility to perform marketing services including but not limited to uploading Ads and creating Advertising campaigns.
    2. In order to use Clickadu services and to become an Advertiser, you must fill the application form on the Website and accept current Terms of Service, including, but not limited to, the Privacy Policy.
    3. Clickadu may refuse you for running/using the Service for Advertisers on the following grounds:
      • Suspicion or known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
      • Suspicion or known money laundering or terrorist financing;
      • Suspicion or known criminal offense;
      • Suspicion or known activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
      • Publication and advertising illegitimate content and materials or extreme political propaganda;
    4. Clickadu monitors, tracks and provides reports in a manner and on a schedule determined by Clickadu in its sole discretion. Clickadu will report if and when errors have occurred in Your Ad campaign. Clickadu will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
    5. Clickadu does not guarantee:
      • the placement, positioning or the timing of delivery of any Ad;
      • the number of impressions, publications, conversions or clicks on any Ad.

  1. Fees, Fundings and Advertiser Account

    1. All billing and general delivery reporting statistics are based on the Clickadu reporting system.The use of the Service shall take place on a monthly basis. For the purposes of this Agreement, a calendar month is considered a reporting period (the “Reporting Period”).Pricing model, a frequency of impressions, a number of acquisitions, GEOs and other campaign terms determine rates for advertising campaigns.
    2. In case if Advertiser considers that there is a discrepancy in Clickadu statistics for a Reporting Period, Advertiser must object the current statistics by providing Clickadu with a reasoned report determining a discrepancy within three (3) calendar days from receiving of Clickadu server reports in relevant Reporting Period. Otherwise, Clickadu is not responsible for such discrepancy, services shall be deemed as satisfied, and will calculate earnings on the basis of Clickadu reporting system. In case that the parties are unable to reach an agreement regarding the statistical discrepancy, then the Clickadu statistics report shall prevail.
    3. Clickadu provides an opportunity to fund Advertising account by using payment service providers. Advertiser shall have the right to choose any available payment service provider. By sending your funds you agree that Clickadu is not responsible for any actions taken by the payment service provider including, but not limited to, to any additional transaction fees, bank charges or currency fees applied to your transaction. All payments to Clickadu include the fees and commissions listed above, if applicable.By accepting these terms and sending any funds to Clickadu, advertiser takes the responsibility for all applicable taxes associated with provided ad services, except for taxes based on Clickadu income.Any losses in connection with any funds sent to Clickadu suffered by Clickadu shall be indemnified by the Advertiser.
    4. The usage of Clickadu Self-Service for Advertisers implies pre-pay basis. That means that Advertiser shall fund its Advertiser Account in advance. The minimum amount of a start-up deposit is $100 (United States Dollars). By using Self-Service you’re taking responsibility for budget spending and Ad campaigns budget limitations and spending. In case that Advertiser Account balance approaches zero, all active campaigns will stop immediately, if spending limits are not applicable. Limitations spending is not legally binding and Clickadu bears no responsibility for any excess.
    5. In case of using Managed services Advertiser shall set up all spending limitations and budget (fixed or unlimited) with Clickadu managers to run Ads campaign. So Advertiser has to control the spending of the advertising budget and undertakes to inform Clickadu in written about further actions to optimize such campaigns. You shall pay for Services on the base of the invoices, issued by Clickadu, by one of the following options: (i) prepayment, (ii) net, or (iii) net + 30 days.
    6. 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;
    7. Be advised that SmartCPA and CPC pricing models require a test to evaluate the campaign performance. A detailed description of test settings for SmartCPA & CPC pricing models is stated in the FAQ section.
      However, there are several statements every advertiser should be warned about:

      • All test expenses burden on advertisers;
      • Test operating time can take from 1 hour to several days depending on the quantity of traffic for the selected targeting options;
      • The test is considered completed with current results when the test budget is fully depleted;
      • Test results strictly depend on the selected offer, targeting, and creatives. Clickadu doesn’t bear responsibility for low campaign performance;
      • In case when the cost of produced clicks/conversions won’t cover expenses for the tested traffic advertiser will be deducted expenses worth the traffic spend;
    8. Clickadu reserves the right to discontinue Service, withhold payment at any time and terminate the present Agreement without liability to Advertiser in case of a 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 applicable laws and regulations, or any activity specified in Section 8 of this Agreement shall be deemed a material breach of this Agreement.
    9. Clickadu 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.
    10. All the CommerceGate transaction conditions are subject to CommerceGate Billing Support.

  1. Clickadu Limited Warranty

    1. Except for the express warranties set forth above and to the extent permitted by law Clickadu 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.
    2. Clickadu 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.

  1. Advertiser’s Representations and Warranties

    1. Each party will make every effort to uphold the highest ethical and commercial standards. If Clickadu requests that Advertisements should be removed from or not placed in any context that harms the goodwill or reputation of Clickadu, Advertiser will promptly comply with such request.In case of violation of its obligations under the present Agreement by Advertiser, Clickadu reserves the right to stop providing services and withhold Advertisers’ remuneration or account balance or fine.
    2. The 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 jurisdiction.
    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 fraud.
    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, Clickadu 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.
    5. The advertiser undertakes to ensure that its servers support the traffic directed to ad campaign through our service. Anyway, Clickadu takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your website.
    6. You hereby agree not to use Clickadu’s system interface, available to You in connection with the execution of this Agreement, in any way, not provided for by this Agreement, including not to distribute or transfer it to any third party.
    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).
    8. You warrant not to use automated tools, including robots, scripts, or spiders, that generate inquiries or gather information from the interface of the Clickadu Network.
    9. Hereby You warrant that You will not use the Clickadu Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property.
    10. You grant NOT to modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in Clickadu Network, Services or Program.
    11. Hereby You represent and warrant to provide Clickadu 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 the request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
    12. Hereby You irrevocably authorize Clickadu to transfer a request received by Clickadu to provide information for the payment directly to Your financial institution available.
    13. You agree and undertake to receive verification codes sent to your registered cell phone number for the purpose of logging in to your account. You understand that it is your responsibility to keep your cell phone number up-to-date in your account settings and that failure to do so may result in difficulty accessing your account.

  1. Restrictions and 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 the Clickadu website or Program.

    You are prohibited from any practice of disguising (cloaking) an Ads with different content or landing page. Clickadu 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, Clickadu shall make all determinations about fraudulent activity in its sole discretion.

  1. Indemnification

    Advertiser agrees to indemnify and hold Clickadu, 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.

  1. Account and campaign content rejection

    1. Clickadu 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 examples:
      • illegal activity (i.e. the sale of organs, slave trading, cloning, terrorism, guides 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;
      • any references to under-aged sexual contacts or its consequences (pregnancy etc.)
      • illegal substance;
      • drugs or any related paraphernalia;
      • adware, malware, viruses, phishing offers;
      • creatives should not contain words like “your software 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;
      • use marketing material (images, banners, pages, or texts) that are copyrighted by third parties, including using celebrity’s other personal attributes without permission for an exploitative purpose.
      • any political related advertisement
      • any kind of cryptocurrency or crypto offers
      • Gambling\casino\betting offers in the United States.

      If Advertiser provides software for a campaign, it shall be free from any spy- or malicious software and comply with the terms and conditions under the present Agreement. In confirmation of this fact, the Advertiser can provide a duly executed SSL or Code sign certificate.

      Advertiser will defend, indemnify and hold Clickadu 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 party.

      In a case where advertisements are placed in such locations, Clickadu 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 Clickadu.

    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 criteria:
      • 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 purpose;
      • 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 alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly.

      Advertisers will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. Advertiser will promptly notify Clickadu of any unauthorized use of, or access to, the software or application of which it becomes aware.

      Advertising software shall be installed only with the consent of the user and shall provide the ability of its removal without special additional programs.

    3. In case you’re running video campaigns you need to comply with Advertising and Quality Guidelines.
    4. The advertising content may contain branded pharmaceutical names like “Viagra” or “Cialis” if they satisfy the requirements:
      • A word or a phrase ‘Generic’, ‘Better than Viagra’ or ‘Just like Viagra’ stated on a visible part of the content are strictly required.
      • Landing Pages must contain “Consult your doctor.” phrase.

      Otherwise, this content is prohibited and will be rejected.

    5. Advertiser further acknowledges and accepts that Clickadu may stop a Campaign in case the Advertiser’s website includes inappropriate content as described in sections 8.1, 8.2 above.
    6. In order to ensure compliance with this section 8, Advertiser must notify Clickadu in writing of any changes to the content on Advertiser’s website which could be deemed inappropriate content.
    7. Repeated advertising campaign violations (Malicious URL, Phishing URL, Ransomware, Browser Locker, Auto-Download) can lead to a suspension* of Advertiser account.*Due to Suspended account status you won’t get traffic for your campaigns and you’ll be prohibited to create new advertising campaigns.
      • In case you receive five (5) or more campaign rejections in 7 days you’ll receive a ‘suspended account’ status that lasts for 12 hours. You’ll be notified in case your account was suspended.
      • In case you’ll receive three (3) more warnings regarding the advertising campaign violations after the first suspend your account will be suspended for 48 hours (two days).
      • In case you’ll receive two (2) more warnings regarding the advertising campaign violations after the second suspend your account will be suspended for 72 hours (three days).
    8. We require you to provide valid profile information in order to use our services as Clickadu complies with legal obligations (KYC). Clickadu has the right to deactivate your account due to the continuous profile information completion violations.
    9. In particular cases, Clickadu Team might request additional profile information. Clickadu resembles the right to limit certain Self-Serve platform functionality for not providing additional profile data.

  1. Non-Solicitation

    Advertiser hereby agrees not to contact websites in the Clickadu Network in order to purchase advertising space from them or engage in a practice that would be deemed competitive to the efforts of Clickadu in its attempts to represent the website’s advertising spaces. Violation of this clause shall be deemed a material breach of this Contract.

  1. Confidentiality

    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 Information”).
    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.
    3. The Parties agree that if the 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.
    4. The foregoing obligations under this section 10 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.
    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.
    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.

  1. Cancellation

    1. Either side may terminate the present Agreement or cancel the ads campaign with 48 hours’ written notice reporting to the other side.
    2. Clickadu 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 Clickadu 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 Clickadu 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, Clickadu shall have the right to block your account immediately and to withhold the remaining funds in your account as a fine.
    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 create an objection ticket via the Support System. If your account is not reactivated within 90 calendar days it will be deleted without an option to restore it.If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agree with the parties. If your account balance is above 0 EUR/USD, the remaining funds will become non-refundable in attributing the ‘Locked’ account status. In case of the absence of applications for account reactivation during the stated period your account will be deleted, the remaining funds will be fully deducted from your account.
    4. You acknowledge and agree that in case Your account has been deleted for any reason it doesn’t mean that user data would be erased too.

  1. Intellectual property

    Hereby we grant you a non-exclusive, non-transferable, revocable right to use Clickadu 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 Clickadu or any of our graphics, creative, copy or other materials owned by, or licensed to Clickadu 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 Clickadu’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestions, comments or recommendations you choose to provide to Clickadu without compensation. All rights not expressly granted in this Agreement are reserved by Clickadu.

  1. Entire Agreement and Variation

    1. Clickadu 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 the Clickadu 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 the Clickadu 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.
    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 Agreement, Privacy Policy or other terms and conditions published at www.clickadu.com and that it will not have any right or remedy arising out of any representation, warranty or other statements not expressly set out in this Agreement.

  1. Assignment, Governing Law and Jurisdiction

    1. Clickadu may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Clickadu, which shall not be unreasonably withheld.
    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 of the Czech Republic.
    3. Each party irrevocably agrees, for the sole benefit of Clickadu that, subject as provided below, the courts of Czech Republic 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 Clickadu 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 jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

  1. Limitation of Liability; Disclaimer of Warranty.

    IN NO EVENT SHALL CLICKADU 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 CLICKADU 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 SERVICE AND RUN-PROGRAM AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLICKADU 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 CLICKADU, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLICKADU DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON ITS WEBSITE OR PROVIDED BY CLICKADU IS ACCURATE, COMPLETE OR CURRENT.

  1. Refund Policy

    1. Refund could be applied only upon written request containing reasons for your refund to support@clickadu.com or via tickets https://support.clickadu.com/ 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 Clickadu’ officer.
    2. A refund will be made in the amount of unused funds. The amount must be calculated based on Clickadu’s reporting system.
    3. A refund shall be applied only to the actual payments made by the Advertiser to Clickadu. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of Clickadu are non-refundable in any case and subject to the terms and conditions of such programs.
    4. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.
    5. An 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 $100 US Dollars and a processing fee of 10% will be deducted from such refund
    6. The refund may be credited back to the same payment method and the same account that was used to make the payment.
    7. The refund request will be processed within 5 business days from the date the request was received.
    8. The refund is not acceptable in case the Advertiser breaches terms and conditions of the present Agreement or other terms agreed by the parties.

  1. Force Majeure

    1. The force majeure events are understood as events that 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 the present Agreement or other terms and conditions agreed by the Parties.
    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 paragraph 17.1 of this Agreement. The list above is not exhaustive.
    3. If a 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.
    4. If a Party fails to comply with the requirements specified in paragraph 17.3., 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.

  1. Miscellaneous

    1. The present Agreement is the principal document in the legal relationship of the Parties and shall be deemed an entire agreement between the Parties. In case of contradictions in using Service or Program, the present Agreement shall prevail in any case.
    2. The 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 forms 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.
    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 term, covenant or representation.
    4. Survival of Representations and Warranties. The representations and warranties of Advertiser set forth in this Agreement hereof shall survive to close for a period of one (1) year from the termination date (the “Survival Period”).No claim for a breach of any representation or warranty by ClickaduAds 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 to termination.
    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, Clickadu reserves the right not to process the complaint, and all the services shall be deemed rendered properly and subject to payment.
    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.
      This agreement was last updated on 31.07.2018

  1. Main definitions

    1. “Ad or Advertisement” – any type of online advertisement, including, without limitation, banners, links, pop-ups, pop-unders and video advertisements or similar in text or any other media format.
    2. “Publisher(s)” – individuals or companies who display Advertisers’ ads on their Websites using Company Service as a mediator.
    3. “Publisher’s Account” / “Account” means the Publisher’s account at Clickadu publisher’s dashboard (www.clickadu.com) used for setting, managing and launching advertising campaigns.
    4. “Content” means all ad content, related technology and tags provided by advertisers that are subject to the Services under this Agreement.
    5. “Effective Date” – means the Publisher terms of this Agreement acceptance date or in the absence of Publisher’s signature, the date when the Publisher created a Publisher’s Account with Clickadu.
    6. “Ad network” – a technological platform that allows Advertisers to create Ad campaigns and display Ads on Publishers’ Websites.
    7. “Property of the Network” – any website, content, application forms. Any intellectual property or any other media owned, operated, or provided by a company within the Clickadu Network upon Clickadu advertising activities.

  1. The Service

    1. In order to become a Publisher, you must first accurately submit an application for Clickadu account at our website and be in compliance with the present Agreement (in case of using Self-service) or register as a Publisher by contacting Clickadu directly (in case you wish to use dedicated campaign Management 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 you of your acceptance or rejection as Clickadu’ Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. Clickadu reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Clickadu sole discretion.
    2. By filing your account application or registering as a Publisher you confirm your understanding and unreserved acceptance of the present Agreement and other terms and conditions of Clickadu, including, but not limited to the Privacy Policy, 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.
    3. In order to be eligible to become a Clickadu’ Publisher, all websites must meet the following criteria:
      • Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our advertisers;
      • Be fully functional at all levels; no “under construction” sites or sections; and
      • Shall comply with the applicable legislation.
    4. The content of the Publisher’s website(s) or its affiliated website(s) cannot include any material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:
      • Intellectual property rights;
      • Racial, ethnic, political, hate-mongering or otherwise objectionable content;
      • Investment, money-making opportunities or advice not permitted under the law;
      • Gratuitous violence or profanity;
      • Material that defames, abuses, or threatens physical harm to others;
      • Promotion of illegal substances or activities (e.g. illegal online gambling, “how to build a bomb”, counterfeiting money, etc.);
      • Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
      • Hacking or Phreaking;
      • Any illegal activity whatsoever;
      • Any spoofing, redirecting websites in an effort to gain traffic; or
      • Any other inappropriate activity as determined by us in our sole discretion.
    5. Clickadu has the following Non Acceptable Business rules for Publishers:
      • Where there are known or perceived links to terrorist organizations, 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 offense has taken place;
      • Where the client or any of the clients’ associated parties are subject to any sanctions measures;
      • 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/pressure group material or extreme political propaganda;
      • Regulated entities that do not have the appropriate licensing;
      • Extreme political and/or charitable organizations.
    6. There are the following methods of using the Service available – Self-Service or Management service.Self-Service assumes that access to the Service shall be provided through Publishers’ personal account. Clickadu 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.Management service assumes that the assistance of using the Services and Program shall be provided by Clickadu officers.
    7. You may not transfer your account to anyone without the explicit written permission of Clickadu 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. Clickadu cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

  1. Placement of Ads

    1. Publisher shall NOT place any advertisements of Clickadu’s network advertisers attracted through the Service on alternative publishers or websites without written consent and approval of Clickadu. A publisher will not place an advertisement on the offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Clickadu reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a monetary fine in an amount based on the damages caused to Clickadu.
    2. Clickadu does not check or control the activities or contents at your website, but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.

  1. Online Reports

    1. The use of the Service shall be carried out on a monthly basis. For the purpose of the present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”).
    2. During the month Publisher may track online reports within the Clickadu reporting system in Publishers’ personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to direct and measure traffic. Campaigns may be adjusted at any time by the Clickadu team to comply with the advertiser’s ad serving stats. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For the avoidance of doubt, the Clickadu reporting system (stats) will be prevailing in any case.

  1. Publisher Earnings

    1. The cost of using Service depends on the amount and scope of advertising campaigns carried out on Publishers websites during the reporting period based on ads placements generated by Clickadu reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on the Clickadu reporting system only.
    2. A publisher should provide a properly substantiated report within three (3) calendar days from receipt of a Clickadu server reports in cases when Publisher considers that there is a discrepancy in a provided Clickadu report. Otherwise, Clickadu shall not be liable for such discrepancy and will calculate earnings on the basis of its reporting system. In case that the parties are unable to reach an agreement regarding the statistical discrepancy, then the Clickadu statistics report shall prevail.
    3. Clickadu is entitled to make adjustments in Publisher’s account in one of the following cases:
      • To pay promotions and bonuses
      • Due to technical reasons
      • Due to Publisher’s fraudulent activity
      • On the basis of additional agreements with You
      • Due to Advertiser’s complaints or refunds

  1. Payments

    1. Clickadu will pay Publisher’s revenue at Net 7, Net 30 basis, by agreement of the parties. Minimum payment amounts and fees are stated in the Publishers’ Payout terms, if the balance for the selected payment method is less than the minimum stated, Clickadu will add the sum to the next payment until the account balance will reach the specified minimum. The specified minimum amounts can be adjusted with the agreement of all parties hereto, however, such payments may be subject to banking and administration fees.
    2. Clickadu acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Clickadu that it has received without any restrictions. You hereby release Clickadu from any claim for Publisher’s revenue if Clickadu did not receive funds from the advertiser. Publisher shall hold Clickadu harmless and indemnify it from any claims or liability related to such unpaid revenue.
    3. Clickadu provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that Clickadu is not responsible for any actions made 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 shall include the above-mentioned fees and commission, if applicable.
    4. A publisher is responsible for all applicable taxes associated with provided Services, other than taxes based on Clickadu income. Publisher shall indemnify Clickadu against all losses suffered or incurred by the Clickadu arising out of or in connection with any payment made to the Publisher.
    5. Publisher responsible to supply valid payment details in the personal account of our Service, if the details are wrong or if the Publisher changes its payment details, it is the Publisher’s responsibility to notify by mail 14 days before the payment due date. A publisher will bear payment fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.
    6. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program.
    7. Hereby you represent and warrant to provide Clickadu 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 the request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
    8. You on your own shall ensure the ability to receive payments from Clickadu to a specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 6 (including if the failure or delay is caused by a third-party payment service provider you are using), Clickadu shall not be responsible for violation of terms of payment.
    9. If you believe that any fault in a transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Clickadu related to the transaction. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.
    10. By entering into this Agreement, you agree to receive Publisher’s revenue as from Clickadu, or from its affiliates, subsidiaries, agents, subcontractors or distributors.

  1. Representations, Warranties, and Covenants

    • You represent, warrant and covenant that: your website is in compliance with all applicable laws and terms and conditions of the present Agreement, and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, illegal content, including copyright ownership infringement and unlawful use of intellectual property;
    • You agree not to promote via website or link to websites containing any, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
    • You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
    • You represent and warrant that you own or have legal rights to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on your website; you agree not to use deceit when marketing advertiser’s offers or presenting these offers to consumers; you have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
    • You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from Clickadu that allows Clickadu to measure ad performance and provide its service (“Site Data”);
    • If instructed to do so by Clickadu and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
    • You acknowledge that Clickadu does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
    • You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
    • You agree to display the creative exactly as it appears on the Service and will not alter any creative that has been placed through the Service;
    • If you are notified that fraudulent activities may be occurring on your website, and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;
    • You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it;
    • You may not disable, circumvent or otherwise interfere with security-related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
    • Hereby You irrevocably authorize Clickadu to transfer a request received by Clickadu to provide information for the payment directly to your financial institution available;
    • You represent, warrant and covenant that your website does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
    • If any errors or undesirable results occur due to no fault of Clickadu, Clickadu shall not be responsible for losses and you may not be compensated;
    • Publisher undertakes to ensure that its servers support the traffic directed to ad campaign through our Service. Clickadu takes no responsibility for all the consequences in the event your servers cannot support the traffic directed to your website. You shall test your website to ensure its correct appearance in different web browsers, devices or systems and optimize it if necessary.
    • You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Clickadu in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused by the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.
    • You agree to abide a privacy policy that clearly discloses any data collection, sharing and usage that takes place at the site. This privacy policy must disclose that third parties may be placing and reading cookies on users browsers, or using web beacons to collect information as a result of ad serving on website.
    • You agree and undertake to receive verification codes sent to your registered cell phone number for the purpose of logging in to your account. You understand that it is your responsibility to keep your cell phone number up-to-date in your account settings and that failure to do so may result in difficulty accessing your account.

  1. Fraudulent Activity

    1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.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 generating of remuneration or exceed your permitted access to Clickadu Service. These prohibited activities include but are not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case, Clickadu shall make all determinations about fraudulent activity in its sole discretion.
    2. If Publisher is suspected in any fraudulent activity Clickadu shall have the right to ban Your Publisher Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All advertising campaigns carried out on Publishers websites with fraudulent activities are not subject to payment.
    3. We require you to provide valid profile information in order to use our services as Clickadu complies with legal obligations (KYC). Clickadu has the right to deactivate your account due to the continuous profile information completion violations.

  1. Limitation of Liability; Disclaimer of Warranty

    IN NO EVENT SHALL CLICKADU BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR WEBSITE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF CLICKADU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLICKADU IS ONLY THE TOOL FOR ADS CAMPAIGNS CONNECTING ADVERTISERS AND PUBLISHERS THROUGH ITS SERVICE. THE INFORMATION, CONTENT AND OTHER CLICKADU SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLICKADU DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY CLICKADU, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLICKADU DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE OR PROVIDED BY CLICKADU IS ACCURATE, COMPLETE OR CURRENT.

  1. Indemnity

    You shall indemnify, defend and hold Clickadu harmless from and against any and all claims, allegations, liabilities, costs, and expenses (including reasonable attorneys ́ fees) which may be incurred by or to third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Program; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.

  1. Assignment, Governing Law and Jurisdiction

    1. Clickadu may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Clickadu, which shall not be unreasonably withheld.
    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 of the Czech Republic.
    3. Each party irrevocably agrees, for the sole benefit of Clickadu that, subject as provided below, the courts of Czech Republic 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 Clickadu to take proceedings against Publisher 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 jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

  1. Severability

    If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

  1. Intellectual Property Rights

    1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Clickadu Service and to access our website through our Service only in accordance with the terms and conditions of this Agreement.
    2. You may not alter, modify, manipulate or create derivative works of Clickadu or any of our graphics, creative, copy or other materials owned by, or licensed to Clickadu 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 Clickadu’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestions, comments or recommendations you choose to provide to Clickadu without compensation. All rights not expressly granted in this Agreement are reserved by Clickadu.
    3. Your use of the Service shall be governed by and subject to the laws and regulations regarding copyright ownership and terms of use of the intellectual property. You represent, warrant and covenant that you do not upload, download, display, perform, transmit, or otherwise distribute any object in violation of any third party’s copyrights, trademarks, or other intellectual property rights. You represent, warrant and covenant that you abide by the laws regarding copyright ownership and use of the intellectual property and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by you.
    4. ALL THE PARTIES HEREBY AGREE THAT Clickadu DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT PUBLISHER’S WEBSITE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.

  1. Termination

    1. This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days ́ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party or the breach of this Agreement by you. Clickadu reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.
    2. This Agreement will be discontinued in case the Publisher’s Account has not been in use (no traffic sent) for more than nine (9) months. You will receive a notification informing you that your account status is now inactive for six (6) months. However, you will be able to restore your account activity anytime. To do so, you should log in to the system and renew our agreement by accepting actual Terms & Conditions, start sending traffic by placing Clickadu ads on the Website. If your account activity isn’t restored within 90 days, this Agreement will be discontinued, the remaining funds will be fully deducted from your account.

  1. Force Majeure

    Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party within 3 working days from the date of its occurrence with the relevant evidence.

  1. Confidentiality

    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, stats and reports, personal data 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 Information“).
    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.
    3. The Parties agree that if the 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.
    4. The foregoing obligations under this section 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 (vi) express written consent has been given prior to disclosure.
    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.
    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.

  1. Self-Billing

    1. Hereby the Publisher expressly orders Clickadu to generate and issue the Publisher’s invoices on behalf of the Publisher. Prior to making any payment to a Publisher, Clickadu will generate automatically through the Program the invoice on behalf of such Publisher. Furthermore, the Publisher expressly agrees that the Program will generate the said invoices based on the stats provided by the Clickadu reporting system and agree that such statistics are accurate, fully and legally compliant for the purposes of invoicing and taxation.
    2. The Publisher is entitled to object the Invoiced payment amount within 5 business days from the end of the ‘Reporting Period’. In the case that Invoice wasn’t objected during the stated period, the payment amount will be validated as ‘confirmed’.
    3. 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 Clickadu. 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 Clickadu harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.
    4. Parties hereby agree to notify each other if they:
      • change their VAT registration number;
      • cease to be VAT registered;
      • sell their business or part of their business;
      • to notify each other about any changes in their payment details
    5. Notice given in accordance with the conditions of clause 17.3 is also to be considered as your confirmation to issue self-billing invoices in altered conditions.
    6. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, Clickadu is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.

  1. Miscellaneous

    1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
    2. The present Agreement is the principal document in the legal relationship of the Parties and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, the present Agreement shall prevail in any case.
    3. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
    4. Clickadu reserves the right to change any terms and conditions of this Agreement at any time. You may refer to contract revisions on our website – www.clickadu.com. The terms and conditions of the present Publisher Agreement (as published on www.clickadu.com (the “Terms”) bind the parties from the date signed or date the service is provided and shall apply to each and any services provided by Clickadu. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to applications relating to the services provided by Clickadu.
    5. Representations and warranties of Publisher set forth in this Agreement hereof shall survive closing for a period of one (1) year from the termination date.
    6. No claim for a breach of any representation or warranty by Clickadu 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 Publisher and/or actually known by Publisher prior to termination.
    7. Publisher acknowledges and agrees that 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 Agreement, Privacy Policy or other terms and conditions published at www.clickadu.com and that it will not have any right or remedy arising out of any representation, warranty or other statements not expressly set out in this Agreement.
    8. All claims related to the use of the Service or Program shall be submitted by the Publisher within 30 days from the end of the Reporting Period only. In the case of missing the specified term, Clickadu reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
    9. 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.
    10. You agree on using any communication method (email message/phone) with the contact details provided in your personal account.
      This agreement was last updated on 14.09.2022