Specific Terms and Conditions
This agreement ("Agreement") between Advertiser ("Advertiser") and Madberry Oy ("Quple") consists of these terms and conditions and any policy or rules referred to in them and sets out how Quple will work with Advertisers in respect of the Quple website ("Quple Website") and the Service (defined below).
1. The Quple Service
1.1. Quple provides a web-based, global, self-service platform for digital advertising that enables access to the Inventory (defined below) made available to Advertisers who are able to purchase pre-paid Ads (defined below) in the form of banners and/or other advertising unit formats that are costed on a CPM basis (defined below). Funds are drawn down from the Advertiser's Account (defined below) as their Ads are displayed via the Inventory.
1.2. If Quple makes a material change to terms of this Agreement, Quple will notify Advertiser with the email to the address Advertiser has provided.
1.3. Quple may make modifications to the Service, or any aspect of it, from time to time.
1.4. Quple will provide the Service to Advertiser during the Term of this Agreement and Advertiser may use the Service as described in clause 1.1 above. Advertiser must comply with this Agreement and Advertiser must procure that Advertiser's Associates comply. Advertiser must use all commercially reasonable efforts to prevent unauthorized use of, or access to, the Service, including safeguarding any usernames and passwords applying to Advertiser's Account and Advertiser must promptly notify Quple of any such use or access.
1.6. Unless Quple specifically agrees in writing, Advertiser must not, and must use commercially reasonable efforts to make sure a third party does not:
1.6.1. sub-license, loan, rent, sell, resell, lease or otherwise deal with, the Services to or with a third party;
1.6.2. attempt to reverse engineer the Services or any component of the Services; or
1.6.3. attempt to create a substitute or similar service through use of, or access to, the Service.
1.7. Subject always to termination in accordance with this Agreement, at the expiry of the Term, the Term is renewed automatically for another sixty days by Advertiser continued use of the Service.
2. Further Definitions
2.1. "Account" means an account in which value is stored for Advertiser, which value Advertiser may then spend in using the Services in accordance with this Agreement.
2.2. "Ad" means any advertisement the content of which an Advertiser or its licensor has produced, including but not limited to the text links, banners, buttons, videos, interstitials, pop ups and graphics, and that Quple causes to be served via Inventory.
2.3. "Associate" means, in respect of a party, that part's group companies, customers, partners, subcontractors, Associates, agents, networks, officers, directors, joint ventures, owners and employees.
2.4. "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances, and does not include information that:
2.4.1. the recipient of the Confidential Information already knew;
2.4.2. becomes public through no fault of the recipient;
2.4.3. was independently developed by the recipient; or
2.4.4. was lawfully given to the recipient by another party.
2.5. "CPM" means charging on the cost-per-thousand advertising model. The Advertiser is charged when an Ad is displayed to a visitor via Inventory. Impressions are aggregated into groups of one thousand Impressions and payments are calculated and made for each one thousand Impressions.
2.6. "Impression": an Impression occurs each time a visitor hit to a Site is recorded, including if an Advertiser visits a Site to which its Ad has been served, this will be counted as an Impression.
2.7. "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and all other similar rights.
2.8. "Inventory" means sites or apps provided for the purpose of ads placement by Quple technology.
2.10. "Taxes" means any duties, customs fees, or taxes (other than Quple's income tax) associated with the Services, including any related penalties or interest.
2.11. "Term" means the lifetime of the contract created by this Agreement, being sixty days, subject always to termination in accordance with this Agreement.
2.12. "Visitor" means a unique, individual, human, end-user visitor to a Inventory, as determined by Quple's tracking technology.
3.1. Advertiser's Account is a US Dollar ("USD") account. Quple only accepts payments in USD and only makes payments USD.
3.2. Advertiser warrant and represent that the information provided to Quple is true and accurate. Advertiser must inform Quple promptly in writing if any of that information becomes untrue or inaccurate.
4.1. Advertiser makes a payment according to the monthly Invoice in 30 days NET terms.
4.2. Advertiser are responsible for any Taxes and Quple will apply the value in Advertiser's Account, in the amounts Advertiser order, for the Services without any reduction for such amounts. If Quple is obliged to collect or pay Taxes, the Taxes will be invoiced to Advertiser, unless Advertiser provides to Quple a valid tax exemption certificate authorized by the appropriate taxing authority. If Adevertiser are required by law to withhold any Taxes from Advertiser's payments to Quple, Advertiser must provide to Quple an official tax receipt or other appropriate documentation to support this.
4.3. Quple will serve Advertiser's Ads to the chosen Inventory following receipt of payment to Advertiser's Account and within 24 hours after approval of the Ads by Quple; and will cease to serve Advertiser's Ads to Sites once Advertiser's Account has been depleted. Advertiser are responsible for paying all taxes and government charges, and any reasonable expenses and legal fees Quple incurs in collecting overdue amounts.
4.4. Where Quple has given its prior written consent, Advertiser may pay into Advertiser's Account in arrears. Quple will send Advertiser an invoices by post or email, which are due and payable immediately. If Advertiser does not pay the entire amount of an invoice within thirty days of your receipt of the invoice, Advertiser shall in addition pay interest on the unpaid amount at four per cent per annum over the base lending rate of Bank of Finland from time to time, from the payment due date until payment in full. Advertiser will also pay all expenses (including lawyer's fees) reasonably incurred by Quple in collecting such overdue amounts, except to the extent of any invoicing error of Quple.
4.5. If Advertiser requests a refund, Advertiser must submit the request in writing to Quple. An administration charge of ten percent (10%) will be applied to each refund, subject to a minimum of ten (10) USD. Refunds will be made to the same bank card or account as the original payment, within thirty days of Quple's receipt of a valid request.
4.6. Quple will be solely responsible for determining and counting the Impressions (and other metrics) for each Ad campaign. No other measurement or statistic of any kind shall be taken into account or have any effect.
4.7. Quple may share any bank card or related billing and payment information that Advertiser provides to Quple with third parties such as payment processors solely for the purposes of effecting payments to and from, and servicing, Advertiser's Account. Quple shall not be liable for any use or disclosure of such information by such third parties.
5.1. Advertiser must comply with the technical specifications provided by Quple to enable proper display of the Ads in connection with the Services.
5.2. Advertiser will use all reasonable efforts to assist Quple with regard to any technical, administrative or other issues that may arise relating to the Ads.
5.3. Quple guarantees neither the placement nor the performance of any Ads to any Inventory. Quple may without notice at any time cease to serve any Ad. Although Quple may evaluate or monitor Ads, Quple cannot and does not confirm, and is not responsible for ensuring, the lawfulness, accuracy, truthfulness or any other aspect of Ads.
5.4. As between Advertiser and Quple and as between Quple and any third party, Quple is not responsible for anything whatsoever regarding Advertiser's Ads. Without limitation to the generality of the foregoing, Advertiser are solely responsible for the site(s), product(s) and/or service(s) advertised using the Quple Service and for any landing pages and links. Advertiser acknowledge that, as between Quple and Advertiser, Advertiser are solely responsible for image creation, advertising text and for all other content of all Advertiser's Ads and ensuring their accuracy and lawfulness, including for those Ads generated by Advertiser's Associate.
5.5. Advertiser represent and warrant that:
5.5.1. Advertiser is authorized to advertise the items/products/services/brands, whether on behalf of yourself or on behalf of Advertiser's Associate; and
5.5.2. none of Advertiser's Ads contains:
126.96.36.199. illegal content of any kind,
188.8.131.52. illegal drugs promotion,
184.108.40.206. fraudulent or suspicious content, or
220.127.116.11. any offensive material. Quple reserves the right at it's sole discretion to reject any campaigns including offers for free gifts and promotions, click-to-call services using premium rate numbers, gambling in certain territories and any misleading subscription services.
5.6. Advertiser grants to Quple and to the Inventory providers a non-exclusive, worldwide, perpetual, royalty-free licence to copy, distribute and display your Ads for the purposes of the Service, which licences shall survive termination of this Agreement.
5.7. Advertiser must give an English translation of any international creative material Advertiser provides when submitting it for approval.
5.8. Advertiser must ensure that all targeting accurately reflects the service/product/Site that is being advertised. Quple may remove individual Ads that do not conform to these criteria and/or revoke the Advertiser's permission to use the Quple Service, in each case as determined by Quple in its sole discretion.
5.9. Advertiser must submit requests for the removal of an Ad through the Quple Website tools and Quple will respond within 1 hour. Time-bound Ads will be removed in accordance with the date and time specified during the Ad campaign set-up process on the Quple Website.
5.10. To ensure continued compliance with this Agreement, if Advertiser changes the advertised site, linked page or landing page after approval by Quple, Quple may stop the campaign and withdraw any of Advertiser's Ads immediately and Advertiser will not be entitled to any refund.
6. Communications. Advertiser must direct to Quple all communications regarding any matter arising out of any user's use of the Service. Without limiting the foregoing, Advertiser must not initiate any communication of any kind that encourages, solicits, induces, diverts, entices or otherwise takes away from Quple the business or patronage of any party that was within the preceding six months an Advertiser.
7. Confidentiality, PR
7.1. Each party will:
7.1.1. protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and
7.1.2. not disclose the Confidential Information, except to its Associates who need to know it in connection with the lawful use of the Service and who have agreed in writing to keep it confidential.
7.2. Each party (and every Associate to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it.
7.3. Each party is responsible for any actions of its Associates in breach of this clause.
7.4. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: 1. uses commercially reasonable efforts to notify the other party; and 1. gives the other party the chance to challenge the disclosure.
7.5. Advertiser hereby consent to Quple's inclusion of Advertiser's name in a customer list. Other than this, neither party may make any public statement regarding this Agreement without the other party's prior written consent.
7.6. No press release, promotional or merchandising material, or general public announcement shall be made without the prior written consent of both parties.
8. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all other agreements, written or oral, regarding such subject matter. Any rights not expressly granted in this Agreement are reserved by Quple and all implied licenses are disclaimed. Quple reserves the right to amend any part of this Agreement at any time and your continued use of the Service constitutes your acceptance of each amended version of this Agreement.
9. Relationship of Parties: This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency between the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them.
10. Notices: Except as expressly set forth herein, any notices to be given pursuant to this Agreement shall be in writing and, in the case Advertiser, may be sent by email to Advertiser's email address as identified in Advertiser's account information. The receipt of such notice shall constitute the giving of the notice.
11. No Waiver: No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
12. Severability: If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.
13. Force Majeure: Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from any causes beyond the reasonable control of the affected party.
14. Assignment: In Quple's sole discretion, Quple may assign this Agreement by giving Advertiser written notice (but without Advertiser's prior express consent), provided that Quple assigns the Agreement on the same terms or terms that are no less advantageous to Advertiser.
15. Termination: You may discontinue use of the Service at any time. Quple may at any time, in its sole discretion, suspend, modify or terminate all or part of the Service, terminate this Agreement, or suspend or terminate Advertiser's participation, that of Advertiser's Associate, or that of any Ad, in all or part of the Service for any reason, in each case without notice or liability arising from such modification, suspension or termination. The provisions of this Agreement regarding confidentiality, further representations and warranties, termination, indemnification, exclusion of warranties, limitation of liability and law and jurisdiction shall survive the expiration or termination of this Agreement.
16. Intellectual Property Rights: Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content, Ad or any of the other's intellectual property. As between the parties, Advertiser own all Intellectual Property Rights in Advertiser's Ads, and Quple owns all Intellectual Property Rights in the Service.
17.1. Advertiser shall indemnify and defend Quple and its Associates (collectively, the "Indemnified Parties") from and against any and all liability, costs, losses, damages, claims and demands, including without limitation lawyers' fees and costs incurred by the Indemnified Parties, arising out of or related to
17.1.1. Advertiser's Ad(s); or
17.1.2. Advertiser's breach of any warranty or representation Advertiser gives in this Agreement.
17.2. In seeking indemnification, Quple will promptly notify Advertiser of the claim and cooperate with Advertiser in defending the claim. Advertiser will have full control and authority over the defence, except that:
17.2.1. any settlement requiring Quple to admit liability or to do or refrain from any act or omission will require Quple's prior written consent, such consent not to be unreasonably withheld; and
17.2.2. Quple may join in the defence with its own counsel at its own expense.
18. Further Representations and Warranties: Each party represents and warrants that it has full power and authority to enter into this Agreement and that there is no legal reason why it cannot enter into this Agreement. By entering into this Agreement, as Advertiser, Advertiser represent and warrant that:
18.1. Advertiser owns and control, or have the requisite licences to control, Advertiser's Ads;
18.2. Advertiser has and will maintain all rights, authorizations and licences that are required to permit Advertiser to use the Service;
18.3. The execution and delivery of this Agreement, and Advertiser's performance of Advertiser's obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which Advertiser or any of Advertiser's Associates are party or violate any rights of any third party;
18.4. Advertiser will comply with all laws and regulations applicable to or otherwise connected with Advertiser's use of the Service; and
18.5. that, where Advertiser is an individual, Advertiser are at least 18 years of age.
19. Exclusion of Warranties: SAVE AS SET FORTH IN THIS AGREEMENT, QUPLE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICE AND ADS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT THE SERVICE AND ADS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-QUPLE CONTENT, QUPLE SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF THE SERVICE OR ADS. Quple cannot guarantee continuous or secure access to the Service and operation of the Quple website may be affected by many factors outside of Quple's control. While Quple will use reasonable endeavours to maintain an uninterrupted service, QUPLE CANNOT GUARANTEE THIS AND DOES NOT GIVE ANY PROMISES OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) ABOUT THE AVAILABILITY OF THE SERVICE.
20. TO THE EXTENT THAT THE EXCLUSION OF IMPLIED WARRANTIES IS NOT ALLOWED BY LAW, THEN, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE START OF THE TERM.
21. Limitation of Liability: If Advertiser has a dispute with one or more other users of the Service, Advertiser hereby release Quple (and our Associates) from claims, demands and damages (actual and consequential) of every kind, known and unknown, arising out of or in any way connected with such dispute.
22. Nothing in this Agreement shall limit or exclude the liability of any party for fraudulent misrepresentation, for death or personal injury resulting from its negligence or the negligence of its Associate or for any other liability that cannot be limited or excluded by law.
23. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR ADVERTISER INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS, WHETHER IN CONTRACT, TORT OR OTHERWISE, BASED UPON A CLAIM OF ANY TYPE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY, REPRESENTATION OR STRICT LIABILITY).
24. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF ANTICIPATED PROFITS, LOSS OF GOODWILL OR LOSS OF DATA.
25. IN ANY EVENT, QUPLE'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN TO WHICH THE CLAIM RELATES DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
26. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of Finland without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in such courts.