Terms and conditions

This Legal Agreement (“Agreement”) between “Metronomic Ltd" (or "Clickadu s.r.o” - authorized agent) (“Company”) and You (“Publisher” or “Advertiser” or “You”) sets forth Your rights and obligations with respect to the use of Company Service (“Clickadu”, “Ad network”, “Service”).

By signing up or using Clickadu, You accept all the terms and conditions of this Agreement.

Company reserves the right to change the terms and conditions of the following Agreement at any time without prior user notice. The changes take effect upon disposal on the Company site (http://www.clickadu.com/terms.html).

Definitions.

“Advertiser” - individual or company who markets goods or services with Ads on Publishers’ Websites using Company Service as a mediator.

“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.

“Publisher(s)” - individuals or companies who display Advertisers’ ads on their Websites using Company Service as a mediator.

“Website” - any space, including but not limited to a page or a set of pages, application, e-mail, where the Publisher displays ads.

“Ad network” - technological platform that allows Advertisers to create Ad campaigns and display Ads on Publishers’ Websites.

“Party” - business entity involved in this agreement.

“Campaign” or “Ad Campaign” – certain actions set up by an Advertiser to increase traffic to the Advertiser or its affiliate web-site, sales and/or attracting new customers.

“Content” means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement.

“Advertiser Account” / “Account” means the Advertiser’s account at Clickadu self-service platform (http://ssp.clickadu.com)

  1. Company Service.

    1. Clickadu provides Advertiser with a technical possibility to perform marketing services including but not limited to uploading Ads and creating Ad campaigns. Clickadu provides Publisher with a technical possibility to monetize their Websites including but not limited to inserting Advertisers’ Ads into their Websites.
    2. Clickadu monitors, tracks and provides reports in a manner and on a schedule determined by Clickadu in it’s sole discretion.
    3. Clickadu services are provided on “as is” basis, without warranties or conditions of any kind.
    4. Company may change, suspend, or discontinue services at any time, including certain features, products, without notice or liability.
  1. General warranties and representations.

    You represent and warrant that:

    • You are of legal age (18 years or more);
    • You are not engaged in any illegal activity;
    • You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
    • You own or have the legal right to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on Your Website, advertised products and services;
    • You bear full responsibility if Your actions are deemed illegal in any jurisdiction;
    • You may not cheat, defraud, mislead or misuse Clickadu, or attempt to cheat, defraud, mislead or misuse Clickadu;
    • Clickadu may use the trade name or trademarks of Publishers, Advertisers or third parties without prior written approval from their respective owners.
    • You assume complete and sole responsibility for any taxes, banking commissions or currency fees arising from the cooperations with Clickadu;
    • You agree not to attempt to contact Advertisers and Publishers at Clickadu directly in order to engage in practice that would be deemed competitive to Clickadu services;
    • All warranties and representations are valid thoughout the term of the Agreement.
  1. Website and Ad requirements.

    1. You are eligible for using Clickadu only if Your Website, Ad, advertised products and services are in full compliance with all applicable laws and do not includes or based on any inappropriate or illegal content such as, including but not limited to, the following examples

      3.1.1. Automatic file download (initiated without user actions);

      3.1.2. Antivirus alert when displaying advertising material or advertised product;

      3.1.3. Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;

      3.1.4. If your domain is banned in google safe browsing system or yandex safe browsing system (excluding CIS countries);

      3.1.5. Multiple javascript alerts on your landing;

      3.1.6. Landing pages that can not be closed;

      3.1.7. Landing page contains malware or used for illegal purposes (eg, phishing);

      3.1.8. Your advertisement changes content of any other browser windows opened by user, including Clickadu publisher's site or redirects from publisher's site to your advertisement.

      3.1.9. Landing page containing a statement of virus attack and other things that may scare users;

      3.1.10. Landing page with through which the advertiser is trying to find a vulnerability in the client system and use it for criminal or advertising purposes;

      3.1.11. Any material that contain children or minors in adult or sexual situations. The age of majority is defined by the legislation of the country of the user residence;

      3.1.12. Any material that contain sexual situations with animals;

      3.1.13. Any material that offers radioactive elements;

      3.1.14. Any material that offers human organs for sale, promotion of human trafficking and cloning;

      3.1.15. Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;

      3.1.16. Promotion of violence, racial, national, political, religion intolerance, or advocacy against any individual, group, or organization. The call for change the political system of a sovereign state, participation in terrorist organizations;

      3.1.17. Promotion of fake documents, copied material, or paper mills;

      3.1.18. Promotion of pharmaceutical products and drugs or any related paraphernalia;

      3.1.19. Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;

      3.1.20. Promotion or any attempt to profit from human tragedy or suffering;

      3.1.21. Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;

      3.1.22. Promotion of gambling or online betting that allows U.S. registrations, excluding of the states of Nevada and New Jersey;

      3.1.23. Any content that targets to children of age 18 and younger;

      3.1.24. Any material that does not respect particular advertising rules added in the Administration Panel for specific Publisher ́s Website(s);

      3.1.25. Any material that contain the words like “your software is outdated”, “your device is infected”, “viruses found” etc. No misleading ads, providing false info to the user;

      3.1.26. Any material that offers illegal products or services;

      3.1.27. Any unauthorized posting of information on behalf of government agencies;

      3.1.28. Promotion of technical support services.

    2. Clickadu reserves the right to ban your account for repeated violation of the rules described in paragraph 7 (including the use ban without refund);
    3. 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 Clickadu web-site. 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 funds 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. Advertiser account.

    1. The Advertiser account may be managed either by the Advertiser directly or, as agreed, by Clickadu.
    2. You will submit advertising materials in accordance with the Agreement or as otherwise is communicated by Clickadu.
    3. Clickadu will report if and when errors have occurred in Your Ad campaign. Clickadu will also, at it’s sole discretion, provide support and advice on a Campaign during the term of this Agreement.
    4. 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.
    5. Unless otherwise agreed in writing by Clickadu, the positioning of Ads is at Clickadu’s sole discretion.
    6. You will be responsible for any pricing, terms, account configuration or category classifications errors or other errors resulting in an ineffective spend or loss of Your budget.
  1. Advertiser costs and payments.

    1. Clickadu works on a prepayment basis.
    2. Account currency is USD if otherwise is not approved in written by Clickadu.
    3. Charges are exclusive of taxes.
    4. All stats and reported numbers for the purposes of billing and general delivery reporting are based on Clickadu server reports unless otherwise mentioned in Insertion Order (the “IO”).
    5. You control the spending of advertising budget and undertake to inform Clickadu in written about further actions to optimize such campaign.
    6. You acknowledge and agree that any credit card and related billing and payment information that You provide to Clickadu may be shared by Clickadu with companies who work on Clickadu’s behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Clickadu and serving customers account.
    7. Clickadu will not be liable for any use or disclosure of such information by such third Party.
    8. By launching an Ad Campaign, Advertiser accepts Terms and Conditions of this Agreement, and shall take all configuration settings of the advertising company, including but not limited to the following: Pricing Model, Countries & Bid, Advertising Budget, Targeting e.t.c.
  1. Advertiser refund policy.

    1. You have a right to request a refund for the amount of unused funds after stopping all Your Ad campaigns. A refund request will be considered legitimate if it is sent from the email used for Advertiser’s account registration.
    2. Refund is not acceptable in case the Advertiser breaches the Terms of Use, Privacy Policy or other terms and conditions agreed by the parties.
    3. The amount of unused funds will be refunded by a method agreed with Clickadu.
  1. Publisher warranties and representations.

    You represent and warrant that:

    • You will avoid any forms of misuse or fraud including but not limited to generating leads or clicks yourself or through a third party;
    • You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers;
    • You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Clickadu that allows Clickadu to measure ad performance and provide it’s 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 agree to display the Ads exactly as they are provided by Clickadu;
    • You will not place any Clickadu Ads on alternative publishers or websites without written consent and approval of Clickadu;
    • If You are notified that fraudulent activities may be occurring on Your side, 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 will not take any action that imposes, or may impose, in Clickadu’s sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;
    • You are held liable for the compliance of Your sub-publishers’ Websites and activity with the Agreement.
  1. Publisher statistics and payments.

    1. Provided statistical reports and displayed data are subject to change in Clickadu’s sole discretion.
    2. All payments are based on Clickadu statistics unless otherwise mentioned in the Insertion Order (the “IO”).
    3. Minimum payment amounts, terms and methods of payment are provided on the FAQ page: (http://www.clickadu.com/faq.html), and are subject to change without prior notice.
    4. Clickadu reserves the right to place the payments on hold in case of any suspicions in fraudulent activity.
    5. Payment Frequency:

      а) Once a month (the first day of the month), Net30;

    6. $100 is our minimum payout cumulatively meaning that if you do not reach your minimum payment the balance will accrue for the next period until you reach the $100 minimum.
  1. Clickadu limited warranty.

    1. Clickadu warrants that the Service will perform substantially and materially in accordance with this Agreement and under normal use and circumstances, and for the purpose intended.
    2. Clickadu warrants that Ads will be removed from Publisher’s Website upon a written request from Advertiser.
    3. 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.
    4. Clickadu furthermore expressly disclaims any responsibility in relation to
      • any claims made in relation to Ads, campaigns or any Website contents;
      • any claims made in relation to the publication of any such Ads, campaigns or contents on any web sites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.
    5. Clickadu does not represent, warrant, or make any specific or implied promises as to the successful outcome of it’s Service use;
  1. Indemnification.

    You agree 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 this Agreement and Clickadu services.

  1. Assignment.

    1. Clickadu will be entitled, in whole or in part, to assign its rights and obligations under this Agreement to a company within the same de jure or de facto group of companies as Clickadu without Your prior consent.
    2. You will not be entitled to assign its rights or obligations under this Agreement without Clickadu’s prior written consent.
  1. Termination.

    1. Company reserves the right to terminate this Agreement and to refuse access to services to any Publisher or Advertiser at any time at it’s sole discretion. Clickadu will make reasonable efforts to notify of any such termination by e-mail within a reasonable perion of time.
    2. Termination of this Agreement can be initiated after Your written request and will be executed within 30 days after Clickadu confirmation.
  1. Severability.

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

  1. Force Majeure.

    Neither Party will 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.

  1. Confidentiality.

    1. You agree not to disclose Clickadu confidential information without Clickadu’s prior written approval. Confidential information includes without limitation: product information, data, statistics, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials.
    2. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this will 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.
    3. The foregoing obligations under this section 15 will not extend to any information to the extent that the Receiving Party can demonstrate that such information:
      • 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;
      • 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;
      • 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;
      • is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information;
      • express written consent has been given prior to disclosure.
    4. 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 will promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
  1. Privacy policy

    By using Company website, You agree to the collection, use and disclosure of Your session data as described in this policy. By registering, You agree to the collection, use and disclosure of Your personal information, session data and account data as described in this policy.

    • Personal information is information that is specific to a particular person or entity. This excludes but not limited to IP addresses and e-mail addresses.
    • Clickadu collects personal information for contact and verification purposes, including but not limited to: name, telephone number, address.
    • Clickadu does not share, sell, or otherwise distribute personal information to third-party companies except certain cases described in the Agreement.
    • Clickadu takes reasonable security measures to protect information from loss, misuse and unauthorized access, disclosure, alteration of destruction.
    • Users understand that no data transmission over the Internet can be guaranteed to be completely secure, and that no data is completely secure from unauthorized third-party access.
  1. Security capabilities and policy for transmission of payment card details

    In accordance with the recommendations of Payment Card Industry Security Standards Council, customer card details are protected using Transport Layer encryption — TLS 1.2 and application layer with algorithm AES and key length 256 bit.

  1. Governing law and disputes

    This Agreement and the ensuing relationship between Company and You will be construed in accordance with, and governed by, the laws of Czech Republic. The United Nations Convention on the International Sale of Goods will have no application to this Agreement.

  1. Company address and contacts

    • METRONOMIC LTD. Geneva Place, Waterfront Drive, PO Box 3469, Road Town, Tortola, British Virgin Islands
    • Clickadu s.r.o. merchant location: Na zertvach 2230/44, Liben, 180 00, Praha 8, Czech Republic

    The address for cardholder correspondence: support@clickadu.com