YOTTADS LTD (YOTTADS) ADVERTISER TERMS AND CONDITIONS
We urge you to familiarize yourself with these Terms and Conditions
("Agreement", "Terms and Conditions"), thoroughly and carefully
before using www.yottads.com ("the Site") controlled by YOTTADS LTD
("Company", "us", ";we";, or ";our";). This Agreement fixes the
legally binding terms and conditions concerning your use of the
By accessing or using the Site in any way, which includes but not
limited to, visiting or browsing the Site or adding content or other
materials to the Site, you recognize that you are bound by these
Terms and Conditions. Capitalized terms are delineated in this
Our company YOTTADS LTD (YottAds) is a digital ad network providing
advertising and marketing consulting services, conducting mass media
market research and analysis, and purchasing advertising space.
You (further referred to as "The Advertiser") is a person or legal
entity identified as the advertiser in the corresponding
"Advertising Placement Insertion Order(s)", hereinafter collectively
named as the "Parties" and each individually as the "Party". The
Parties have concluded this Agreement along these lines:
These Terms and Conditions for Advertisers, combined with any
associated Advertising Placement Insertion Order(s), collectively
"Agreement", characterize the principles and standards of
advertisements submitted to the Company, which puts them on
Publishers’ websites through its own web platform.
terms shall have the meanings provided below.
"Advertiser" refers to the person or entity identified as the
advertiser in the related Advertising Placement Insertion
"Advertising Placement Insertion Order" is a written explicit
authorization to publish an ad or to broadcast a commercial.
It is a purchase order that the Advertiser issues for the
"Advertising" means text-based, graphical, interactive, rich
media, video, or other online advertisements, including
pop-ups, banners, pop-unders, buttons, and video ads without
"Publisher" refers to each and every website owner, with no
exceptions, which places advertisings via the Company’s
Representation, Warranties and Covenants.
Mutual Representations, Warranties and Covenants.
party hereto represents, warrants and covenants to the other
The implementation of this Agreement by such party and the
implementation by such party of its binding obligations
and duties to the degree defined hereunder do not and will
not break any agreement to which it is a party or by which
it is otherwise bound.
When performed by such party, this Agreement will comprise
the legal and binding obligation of such party,
enforceable against such party in conformity with its
representations, warranties, terms and conditions.
The Advertiser’s Representations, Warranties and
The Advertiser has and will have all necessary rights for
its Advertising to be delivered to Publisher Websites by
the means of the Company’s networking platform.
No claim has been made that The Advertiser does or may not
have any right with respect to the Advertising.
No Advertising offered, placed, and displayed by the
(i) contravene or violate the
intellectual property rights, rights of privacy or any
other rights whatsoever of any third party;
false, deceptive, misleading, unethical, unlawful,
defamatory, libelous, threatening, harassing, hateful or
(iii) launch auto-install executable
pop-ups, ActiveX, hidden browser windows, prompted
executable or other controversial media content;
bring into being disruption to any computer, computer
system, network and shall be free from computer viruses or
Advertisements placed by the
(v) abide by all pertinent laws and
regulations of Cyprus;
(vi) Where an advertisement
involves a competition, prize draw or similar promotion,
abide by, and the competition, prize draw or promotion
shall be held by the Advertiser, in conformity with all
pertinent laws and regulations, and the Advertiser shall
be responsible for the provision of all prizes.
Advertisers and advertising representatives are in all
respects responsible for content of the ads. Upon ordering
advertisement the Advertiser agrees to reimburse and
compensate the Company for any court-related costs borne
in the event of a lawsuit that may emanate due to the
content of the Advertiser’s advertisements.
agrees that the Company is not limited or restrained in
representation of any other advertisers.
Remedy at Law.
In the event of
any dispute deriving from or relating to this Agreement, the
Advertiser’s sole remedy shall be an action for damages at law.
If any action at
law or in equity is needed to enforce or interpret the terms of
this Agreement, the Company shall be entitled to justifiable
attorney’s fees, costs and expenses, in addition to any other
relief to which it may be entitled.
For any disputes
or discrepancies you may have with YOTTADS LTD (YottAds), you
agree to first contact us and attempt to resolve the dispute with
us in an informal fashion. Any controversies or disputes deriving
from or relating to this Agreement shall be resolved by binding
arbitration in accordance with the then-current commercial
arbitration norms, and guidelines of the Cyprus Arbitration &
Mediation Centre. The parties shall single out a mutually
acceptable arbitrator qualified and knowledgeable about issues
relating to the subject matter of this Agreement. If the parties
are unable to agree to such a selection, each party will single
out an arbitrator and the two arbitrators in turn shall single out
a third arbitrator, all three of whom shall preside jointly over
the subject matter. The arbitrator shall take place at a location
that is reasonably centrally situated between the parties, or
otherwise mutually agreed upon by them.
materials, and information in the possession of each party that
are in any fashion related to the argument shall be made
accessible to the other party for review and copy no later than 30
days after the notice of arbitration is served.
arbitrator(s) shall not have the authority to alter any provision
of this Agreement or to award punitive damages. The arbitrator(s)
shall have the authority to issue binding orders and restraint
orders in relation to the arbitration. The decision made by the
arbitrator(s) shall be ultimate and binding on the parties, and
judgment may be entered in accordance with the decision in any
court having jurisdiction. The agreement to arbitration shall be
particularly enforceable under the prevailing arbitration law.
During the continuance of any arbitration proceeding, the parties
shall keep on performing their specific obligations under this
Advertiser shall indemnify, defend and hold harmless the Company
and its subsidiaries, affiliates, assigns and successors ("the
Company Parties") against any liability, damage, loss or expense
("Losses") incurred by or imposed upon the Company Parties in
relation to any third-party claim, suit, action, demand or
judgment ("Claims"). The Advertiser will not enter into any
settlement or compromise of any such claim, without the Company’s
prior specific written consent. The Advertiser agrees to reimburse
expeditiously the Company for any sums, costs or expenses (which
include reasonable attorney’s fees and expenses, settlement costs
and disbursements) incurred by the Company in connection
Limitation of Liability.
Company shall not be liable for:
(i) any delays in the
delivery of any Advertising placement;
damages of any nature whatsoever;
(iii) anything influencing
the production of an Advertising placement in the event of an act
of God, network problems, action performed by any government
agency, electronic breakdown or any other circumstance beyond the
control of the Company.
No party will be liable for failure
to perform or delay in carrying out any obligation (other than the
payment of money) under this Agreement if such failure or delay is
due to earthquake, flood, fire, war, strike, riot, insurrection,
embargo, blockade, governmental action, legal prohibition, damage,
destruction or any other similar reason beyond the control of such
YOU UNAMBIGUOUSLY COMPREHEND AND AGREE THAT WE SHALL
NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INDICENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES), RESULTING FROM OR DERIVING FROM (I) THE USE OF
OR THE INABILITY TO USE THE
SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES
ORIGINATING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE
SERVICE, (III) NOT SANCTIONED ACCESS TO OR ALTERATION OF YOUR DATA
TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON
THE SERVICE, OR (V) ANY OTHER MATTER RELATED TO THE SERVICE.
some jurisdictions, it is not acceptable to restrict liability and
therefore such limitations may not apply to you.
will not sell, buy, provide, exchange or in any other manner make
public Account or Transaction data, or personal info of or about a
Cardholder to anyone, except, it’s Acquirer, Visa/Mastercard
Corporations or in response to valid government request.
("Receiving Party") comprehends that the other party ("Disclosing
Party") may make public information of a confidential character
including, without limitation, product information, data, pricing,
financial information, end user information, software,
specifications, research and development and proprietary
algorithms or other materials that is (a) explicitly and
conspicuously identified or classified as "confidential" or with
an akin designation; or (b) is made public in a fashion in which
the Disclosing Party reasonably communicated, or the Receiving
Party should reasonably have understood under the conditions that
the disclosure should be handled as confidential, whether or not
the specific designation "confidential" or any similar designation
is used ("Confidential Information").
The Receiving Party
agrees, for itself and its agents and employees, that it will not
publish, reveal, disclose or otherwise divulge or use for its own
purposes any Confidential Information of the Disclosing Party
furnished to it by such Disclosing Party with no prior specific
written approval of the Disclosing Party in each instance.
Parties agree that if disclosure is made to their professional
advisors, auditors or bankers this shall be done subject to each
party obtaining each such recipient’s agreement to keep such
information confidential to the same extent as if such recipient
were party to this agreement.
If any point or
stipulation of this Agreement is held to be illegal, unenforceable
or invalid for whatever reason, the Parties agree that the
remainder of this Agreement is not to be affected thereby and
there shall be supplemented as a part hereof, a substitute
provision as similar in substance to the illegal, invalid or
unenforceable term or provision as may be possible.
is the intention of the Company and the Advertiser that the
Company and the Advertiser are, and will be deemed to be,
independent contractors concerning the subject matter of this
Agreement. Nothing mentioned in this Agreement shall be construed
to comprise a partnership or joint venture or any other fiduciary
Rejection of Advertising.
Company reserves the right to reject, omit or exclude any
Advertising for any reason at any time without any liability
whatsoever, with or without notice to the Advertiser.
Cancellation by the Advertiser.
Terminations must be made along with notice in writing five
(5) business days before the Order’s Start Date. The Advertiser is
to be entirely liable for the cost of placements that ordered and
not cancelled later than five (5) business days before the order
is scheduled. If the placement is ordered and the Advertiser fails
to deliver the Advertising, the Advertiser shall be liable for the
cost of such placement, even if such Advertising is not placed in
fact. All unused funds will be returned within 10 business days.
Live campaigns are to be cancelled with a notice written two (2)
business days in advance.
agrees that all frequency and/or volume discounts are based on the
Advertiser’s fulfillment of the schedule defined in the
Advertising Placement Insertion Order. If this schedule is not
properly kept or cancelled, the Advertiser pays the standard price
per actual impressions, clicks, etc. activity).
level of circulation, distribution, reach or readership for any
advertisement is not guaranteed by the Company.
reports traffic to the Advertiser in a way and on a schedule
stipulated by the Company unless otherwise requested in writing by
the Advertiser and explicitly agreed in writing by the Company.
Payments to the Company shall be due and payable at the rate and
full amount provided for herein, on the basis of the measurement
guidelines as reported to the Advertiser by the Company.
Billing & Collections.
Payments to the Company must be performed in full before
any advertising launch. Invoices may be rendered on the Start Date
of the contract period set forth in the Order.
exerts itself to offer the best service possible to its clients.
However our services may not satisfy every business and
the right to request a return of the balance remaining on their
account at any moment of time. In order to request a return of
funds please approach your account representative or contact our
accounting department and they will respond within 48 hours to
handle your request.
Neither party may
assign this Agreement, in full or in part, without the other
party’s prior specific written consent, except that either party
may assign this Agreement without consent of the other in the case
of a acquisition, merger, consolidation, reorganization or sale of
its assets. Without restricting the foregoing, this Agreement will
inure to the benefit of and bind the parties’ respective
successors and permitted assigns.
requests, consents, and other communications under this Agreement
should be submitted in writing and shall be viewed as granted when
(i) certified mail, return receipt requested,
all the necessary fees prepaid;
(ii) Royal Mail, Federal
Express, UPS One-Day Service, or other similar courier service,
with proof of sending;
(iii) hand delivery, with
acknowledgement of receipt.
You agree that
this Terms and Conditions and any dispute deriving from your use
of this web site or our products or services shall be governed by
and construed in conformity with local laws where the headquarters
of the owner of this web site is situated, without regard to its
conflict of law provisions. By registering or using this web site
and service you consent and submit to the exclusive jurisdiction
and venue of the county or city where the headquarters of the
owner of this web site is situated.
alteration to, or waiver of, any provision of this Agreement will
be effective unless in explicit writing and signed by both
parties. The waiver by any party of any violation or default will
not comprise a waiver of any different or subsequent breach or
default. All remedies under this Agreement or under law or
otherwise shall be cumulative and not alternative.
Agreement, combined with the Insertion Order represents the entire
agreement between the parties with respect to the subject matter
hereof and will supersede all prior agreements and communications
of the parties, oral or written. Except in the case of fraud, no
party shall have any right of action against any party to this
Agreement deriving from or in connection with any pre-contractual
statement. For the purposes of this clause "pre-contractual
statement" means any draft, agreement, undertaking,
representation, warranty, promise, assurance or arrangement of any
origin or sort whatsoever, whether or not in writing, relating to
the subject matter of this Agreement made at any time prior to the
date of this Agreement.
If this Terms and Conditions comes into conflit with any law under
which any provision may be held invalid by a court with
jurisdiction over the parties, such provision will be interpreted
to reflect the original intentions of the parties in accordance
with relevant law, and the remainder of this Terms and Conditions
will stay valid and intact;
(ii) The failure of either party
to assert any right under this Terms and Conditions shall not be
viewed as a waiver of any that party’s right and that right will
stay in full force and effect;
(iii) You agree that without
regard to any statue or contrary law that any claim or reason
deriving from this web site or its services must be filed within
one (1) year after such claim or cause arose or the claim shall be
perpetually barred; (iv) We may assign our rights and obligations
under this Terms and Conditions and we shall be relieved of any
This Agreement is intended by the parties
hereto as a full and final expression of their agreement and
comprehension with respect to the subject matter hereof. This
Agreement may not be changed or altered, or any covenant or
provision hereof waived, except by an explicit agreement in