These terms and conditions ("Standard Terms") govern the provision of services by Adjomo Global S.L, Passeig de Gracia, 11, 08007, Barcelona, Spain. “You”, being either an Advertiser or a Publisher or both, agree and accept to these Standard Terms by signing an insertion order (“IO”), by registering to the Portal (as defined below) or by otherwise using the Adjomo’s Mobile Monetization Platform. These Standard Terms and each IO are collectively referred to as the "Agreement". In case of discrepancies between these Standard Terms and the terms in the IO, the terms in the IO shall prevail.
If you are agreeing to be bound by this Agreement on behalf of your employer or any other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. Clients warrant that all data provided is true, complete and accurate. Adjomo reserves the right to approve or disapprove access to the Adjomo’s Mobile Monetization Platform in its sole discretion. Clients are responsible and liable for all actions under their account.
a. Adjomo brings together Mobile Advertising Advertisers and Publishers through its Adjomo’s Mobile Monetization Platform available at www.adjomo.com. b. “Advertisers” use the Adjomo’s Mobile Monetization Platform to run text ads, text links, banners, videos, graphics and other rich media (Ads) for display on digital media advertising space of “Publishers” such as for example Mobile apps, web and wap sites. Both Advertisers and Publishers are considered as “Clients”. c. Adjomo provides Clients with access to advanced targeting tools and real time reporting. d. Adjomo reserves the right to modify, enhance, further develop, change, add and remove features of the Adjomo’s Mobile Monetization Platform on an ongoing basis particularly where this is customary in the industry, required by applicable law and regulations, or to optimise its services and the Adjomo Platform. The exact range of services and functions is defined by the options available at www.adjomo.com (the “Dashboard”).
The “Term” of this Agreement commences on Your registration date and continues to run indefinitely until it is terminated by You or Adjomo. Each party has the right to terminate this Agreement and any IO in whole or in part with immediate effect by providing written notice (email valid) to the respective other party unless specified otherwise on any IO or in another separate agreement. Neither party will incur any liability due to such terminations, however, claims which have come into being prior to such termination remain unaffected.
a. Advertiser hereby grants to Adjomo and the Publishers within the Adjomo’s Mobile Monetization Platform the worldwide, non-exclusive and royalty free license to use, display, copy, transmit and distribute the Ads and all contents therein solely for the purpose of this Agreement. This includes Adjomo ́s right to catalogue, describe, add metadata, staff reviews, quality scores or perform other activities of data usage and enhancement as provided through the targeting and reporting options in the Portal. Adjomo reserves the right to adjust ad categories or content verticals in case the selection of the Advertiser appears to be misleading or inappropriate. b. Advertiser warrants that the Ads (including all creative content) and all its activities within the Adjomo’s Mobile Monetization Platform are fully compliant with applicable law and regulations particularly, but not limited to, the laws of unfair competition, intellectual property, youth and data privacy and criminal law, and do not infringe the rights of any third party. c. Publisher hereby agrees that Adjomo serves Ads to Publisher’s Inventory in accordance with the Portal settings. d. Publisher shall not alter, modify or otherwise interfere with the operation of the Adjomo’s Mobile Monetization Platform and the Ads. Publisher shall promptly notify Adjomo if Publisher suspects that any third party may be tampering with, abusing or manipulating the Adjomo’s Mobile Monetization Platform or any Ads. In the event of misuse and/or abuse of the Adjomo’s Mobile Monetization Platform or any Ads, Publisher shall not be entitled to any remuneration associated with the applicable campaign(s). Any clicks, visits or acquisitions generated through automated tools, robots, scripts etc. or through other fraudulent actions shall be invalid and no remuneration shall be due to Publisher. Publisher acknowledges and agrees that Adjomo may, in its sole discretion, regularly review impressions, click-through or other actions with respect to the advertising. e. Publisher warrants that its Inventory and all its activities within the Adjomo’s Mobile Monetization Platform are fully compliant with applicable law and regulations particularly, but not limited to, the laws of unfair competition, intellectual property, youth and data privacy and criminal law, and that Publisher owns all rights necessary to include the Ads into the Inventory. f. Adjomo reserves the right to suspend the use of and the access to the Adjomo’s Mobile Monetization Platform at any time. At Adjomo’s request, Publishers and Advertisers are obliged to immediately remove certain Ads or Inventory from the Portal. Adjomo waives all responsibility for the legality of these items. g. Clients using Adjomo’s self service features of the Dashboard are fully responsible and liable for their creative material and the legality of landing pages and other content they may create, regardless whether such landing page is hosted by Adjomo or not. h. Software and API Licenses. In connection with certain of Adjomo’s services, Clients will receive pieces of software for integration into Clients’ media property such as for example java scripts and others (the “Adjomo Platform”) as well as access to Adjomo’s application protocol interfaces (“Adjomo API(s)”). Use of the Adjomo Platform and the Adjomo APIs is subject to these Standard Terms. Adjomo grants you a limited, worldwide, royalty-free, non- assignable and non-exclusive license to use the Adjomo Platform and the Adjomo APIs solely for the purposes of this Agreement. All rights not granted to Client are expressly reserved by Adjomo. Clients are not entitled to modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Adjomo Platform, the APIs or any part thereof. i. Use of Adjomo Platform and APIs. The Adjomo Platform and the Adjomo APIs are being developed and tested by Adjomo in accordance with industry standards. However, Adjomo shall not be responsible for functionality of the Adjomo Platform and the Adjomo APIs in connection with, and their compatibility with any of Clients’ or any third party software, platform or system (the “Third Party Systems”). It is the Clients’ responsibility to adhere to Adjomo’s technical integration and use guidelines, and to test whether Adjomo Platform and Adjomo APIs function within, and are compatible with Third Party Systems. Therefore, any use of the Adjomo Platform and Adjomo APIs is at Clients’ own risk and Clients agree that Adjomo shall not be liable for any damages of any kind resulting from Clients’ use of the Adjomo Platform and Adjomo APIs.
a. Clients agree that Adjomo’s services are provided "As Is" and without warranty. Furthermore, Adjomo accepts no liability for the content of the Ads and any third party websites and applications including the digital advertising space provided by the Publisher. b. ADJOMO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT. c. Except where Adjomo has given a warranty and for breaches of “Material Obligations” (as defined below), Adjomo’s liability under this Agreement shall only be unlimited in cases of intentional or grossly negligent acts. “Material Obligations” means all obligations (i) which are essential for achieving the purpose of the particular agreement and (ii) on the fulfilment of which a contractual party is regularly able to rely. If Adjomo breaches a Material Obligation and such breach is not grossly negligent or intentional, Motilities liability shall be limited to the damages that under regular circumstances would have been foreseeable. The foregoing limitation shall also apply to damages in form of useless expenses and lost profits. Liability for the loss of data is limited to the regular efforts of recovery that would occur in cases where Clients regularly make backup copies. d. The limitations of liability as agreed in the section above shall (i) also apply in favour of Adjomo’s representatives and vicarious agents; (ii) not apply in cases of personal death or injury and regarding Adjomo’s liability under the Spanish product liability act. e. Advertisers and Publishers indemnify and hold harmless Adjomo (including its directors and vicarious agents) from and against any and all actions, proceedings, claims, liabilities, demands, losses, damages, costs and expenses (including legal and professional fees) which may be made or brought against or directly or indirectly suffered or incurred by Adjomo in connection with a breach of this Agreement. Adjomo shall be entitled to appoint legal counsel on its behalf and at its sole expense to monitor the defence and assist the legal counsel appointed by indemnifying party. The indemnifying party will grant and provide all necessary support to Adjomo.
a. Commercial terms will be agreed between the parties either within the Portal, via email using the process and template described in Annex 1 or on a separate IO. In case of discrepancies between these Standard Terms and any terms individually agreed in accordance with the foregoing sentence, the individually agreed special terms shall prevail. b. Adjomo will provide Clients with monthly statements (the “Statements”). The Statements indicate the consolidated amounts payable or receivable, as the case may be, for the relevant accounting period. c. All payments will be made based on the data as tracked on the Portal by Adjomo or Adjomo’s tracking partners. Such data includes at least all billable actions such as clicks for CPC, impressions for CPM, actions for CPA, installs for CPI, leads for CPL, videos for CPV and others as agreed between the parties from time to time. Adjomo's tracking count and other reporting metrics shall be used for all purposes under this Agreement (including the determination of fees). Please note that the data made available to Clients through Adjomo’s online reporting tool or otherwise through the Dashboard is preliminary and will be consolidated in the Statements. d. Where a party can demonstrate that its own statistics differ materially from the numbers measured by Adjomo, and that these differing statistics are accurate and correct, payment will be adjusted accordingly. The parties will deal with any discrepancies in their tracking numbers in good faith. e. Publishers are paid monthly within 30 days of the receipt of a correct invoice. The revenue will be billed monthly as long as the minimum of 50 euros for PayPal or Paxum and 500 euros for wire transfer has been generated. g. Each party shall be responsible for and pay its own income taxes, sales and use taxes, value- added taxes, and any other taxes, license or registration fees, duties, and other similar assessments or charges levied or imposed by any jurisdiction as a result of the execution of this Agreement, the performance of any obligations under this Agreementor the transfer of any property, rights or any other grant under the terms of this Agreement. Where required by law, the invoicing party shall itemize applicable taxes on its invoices.
a. The Platform enables Publishers to monetize their inventory. To reach this goal the publisher will include code in his Inventory that allows Adjomo to acquire personal related data related to the user visiting or using his inventory. b. The data acquired in this process may contain IP addresses, IMSI, IMEI, Device IDs, Carrier IDs, screen width, installed apps, clicks and impressions. This data is acquired and stored in a securely encrypted format so that it is protected against any unlawful usage. Adjomo may accumulate this data with data acquired from own sources under the same secured system. Data will in no event be used to identify single users as a real person. Adjomo will not store IMSI, MSISDN and IMEI numbers after creating the secured fingerprint. c. Cookies. Adjomo may use so-called "cookies" in connection with the provision of its services and if technically feasible together with the Publishers Inventory. Cookies are small data files that are sent to the browser or related software from a web server and stored on the device. Cookies help to manage the Portal and the targeting of Ads. Most web browsers can be set to inform the user when a cookie is being received by the user’s device and provide the user with the opportunity to refuse that cookie. However, refusing a cookie may, in some cases, preclude the user from using the web site, or negatively impact the display or functioning of the web site or certain areas or features of the web site. d. Clear GIFs. Adjomo may use so-called "clear GIFs" (also known as "web beacons" or "pixel tags") and/or similar technologies on its web site and/or in our communications with end users in order to enable evaluation of how visitors are navigating through the web site and the Inventory. e. Server Side Tracking. Adjomo offers server side tracking (“SST”) to Advertisers. SST allows Advertisers to report events on their own systems to Adjomo in order to provide feedback about the performance of Ads. This tracking can be operated through included code. f. For Publishers. Adjomo uses the gathered data (i) to deliver Ads according to specifics of end users’ hardware and software, geo location and carrier ID and (ii) to provide to Publishers a performance and conversion tracking analysis. Adjomo provides to Publishers an analysis of the number of actual ad conversions as well as the exact location of the conversion (i.e. sites, landing pages, URLs, etc). g. For Advertisers. Adjomo makes use of the standard targeting capabilities of mobile devices including end user’s location (country, mobile device characteristics including platform, support of technologies, manufacturer and mobile carrier. Advertisers receive from Adjomo click data, impressions and ad types in order to track performance and target the right phones. h. End Users. It is Publishers’ responsibility and obligation duty to inform the visitors and users of its digital media space about the collection and use of data in connection with Publisher’s use of Adjomo’s services and – where required by law – to inform such users about their relevant rights to information and/or opt-in and opt-out requirements. Adjomo may provide information regarding data protection to end users together with the inclusion of Ads in the Inventory.
During the Term of this Agreement and for six (6) months thereafter, You shall not contact any other Client for the purpose of entering into agreements regarding the provision of services which are substantially similar to the services mediated by Adjomo under this Agreement and You shall not enter into such agreements. The foregoing shall not apply to Clients with which You were already in business prior to getting access to their digital advertising space or their media spending budgets through the Adjomo’s Mobile Monetization Platform. If You violate this section 8, for each case, You are obliged to pay liquidated damages in the triple amount of the average monthly gross budget You spent as Advertiser or You received as Publisher through the Adjomo’s Mobile Monetization Platform, as the case may be, in the period preceding the first known date of Your violation or 5000 EUR, whichever is greater.
a. Notices. All notices shall be in writing and addressed to the party to be served at the respective addresses or Email addresses set forth in the preamble of this Agreement. b. Entire Agreement. This Agreement, any schedules or exhibits hereto constitute the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto. Adjomo accepts no counter offer and/or other terms and conditions. c. Confidentiality. “Confidential Information” means materials, data, and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and intellectual property rights of the other Party that may not be accessible or known to the general public. Confidential Information shall include, but not be limited to, the terms of this Agreement, the Creative and any incorporated third party intellectual property, and any information which concerns technical or financial details of a Party ́s operations. The Parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire Confidential Information of the other Party. Each Party receiving Confidential Information (“Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (“Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is independently developed by the Receiving Party without resort to the Confidential Information; or (v) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure and shall work with the Disclosing Party in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure. d. Amendments. Changes and additions to this agreement must be in writing. This equally applies to the change of this obligation. e. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to events beyond the reasonable control of such party and in the event of judgments, cease and desist letters, declarations of discontinuance, preliminary injunctions, new legislation such as ordinances, statutes and legal acts, alterations of statutes, acts of the European Union, modifications of agreements with mobile service providers, modifications in connection with regulations, consumer protection agencies, voluntary self obligations or circumstances beyond the party’s reasonable control that occur individually or combined in the course of business provided that the party relying upon this provision: (i) gives prompt written notice thereof, and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice. f. Severability. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby, and the void provision shall be replaced by the valid provision that most closely reflects the parties original intent. g. Assignment. This Agreement and the rights granted and obligations undertaken hereunder may be transferred, assigned or delegated by Adjomo without Client’s consent, and by Clients with Adjomo’s prior written consent not to be unreasonably withheld. The Agreement shall at all times be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. h. Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, joint venture, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. Each party shall bear its own costs and expenses in performing this Agreement. i. Compliance Notice. Publishers, Advertisers and affiliates must not engage in product- unrelated and misleading practices, including, but not limited to, use of untrue free offers, promises of prizes, clickjacking, typosquatting, likejacking, misleading SEM/SEO, misleading banner ads, pop ups and pop unders, content lockers, spam, malware, spyware, ransomware or any other similar misleading or deceptive practices. No modification of creatives or links allowed. If repeated, contractual relationship may be terminated. Clear records of any activity must be made available to us upon regulator ́s, lawyer ́s or court ́s request. Publishers, Advertisers and affiliates must care for close compliance monitoring of any irregularities and report them immediately to Adjomo. This includes but is not limited to notification of irregularly high sales peeks, unusual high click rates, customer complaints in an over-average amount, any technical failures that might indicate a manipulation of orderly procedures. j. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Spain. The place of performance and venue is Barcelona, Spain.