Mobads Advertising Terms and Conditions Agreement
The following terms and conditions (Advertising Terms & Conditions) are deemed to be incorporated into each advertising insertion order ("Insertion Order") accepted by MobileWebAdz Ltd (trading as “Mobads”, “Mobads Network” or “Mobads Platform”). Before participating in the Mobads Network, Advertisers are required to read the Terms and Conditions Agreement in full. By completing registration to the Mobads Platform and ticking the box ‘I have read and understood the terms & conditions’ you are agreeing to be bound by the terms and conditions of this Agreement.
2. Positioning and Licence
4. Positioning & Licence
7. No Assignment or Resale
9. Closing Advertiser Account
11. Limitation of Liability
- Payments are required to be made via the Advertiser dashboard, through online transactions or via bank transfers before the campaigns are started. Please note that funds are only allocated to Advertiser accounts as and when payment has been received. It is the advertisers responsibility to monitor, and when necessary, add funds to their account to ensure there is no disruption with campaigns. Failure to do so may result in campaigns being paused until sufficient payment has been made to restart campaigns. Invoices will be issued prior to payment being received.
- By completing registration to the Mobads Platform, Advertiser agree to and shall be bound by a “No Cancellation, No Refund” policy regardless of campaign releases. Any ads balance expire after 180 days if not fully utilised.
- Mobads may offer Advertisers the opportunity to run campaigns on a Post-Pay agreement at Mobads’s sole discretion. The conditions of the Post-Pay agreement will initially apply on a bi-monthly basis but this can be subject to change if the Advertiser adheres to the agreed terms.
- Persistent late payment from an Advertiser on post-pay terms may result in active campaigns being paused and access to the User Interface (UI) being withdrawn. For more serious cases, Mobads reserve the right to close the Advertiser's account at any time.
- The Advertiser (as defined in the Insertion Order) will be invoiced in a manner Mobads considers to be appropriate to the campaign. The Advertiser must pay the invoiced amounts to Mobads in US Dollars (USD) unless otherwise formally agreed, or in the currency specified in the Insertion Order, within 30 (thirty) days after the date of the invoice.
- The Advertiser must pay at the rates prescribed by applicable law all VAT (and all similar sales tax (if applicable)) on the amounts due under the Insertion Order. All amounts paid by the Advertiser after the due date will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less) above the base lending rate of Mobads's main bank, from the date when payment was due until the date of payment is received, whether before or after judgement. If the Advertiser fails to pay, the Advertiser will be responsible for all expenses (including reasonable legal fees) incurred by Mobads in collecting the amounts due.
- The Advertiser represents and warrants that it contracts with Mobads as principal, and has the authority to do so, notwithstanding that the Advertiser maybe acting as an advertising agency or media buyer or in some other representative capacity.
- Where the Advertiser agrees to spend an aggregate amount of money across a period of time, unless agreed otherwise, the Advertiser must spend at least 20% and at most 33% of the agreed aggregate amount of money in each quarter of that time period, subject to availability of the requested positions.
- Advertisers have 14 (fourteen) days to query payment after receipt of invoice. Any request for changes after this period is at the discretion of management, who reserve the right to refuse any potential amendments. If no contact is made within 14 (fourteen) days, Mobads will assume there is agreement with the rates on the invoice and expect payment.
- The Advertiser hereby grants to Mobads a worldwide, non-exclusive, fully paid licence to reproduce, use and display on any Mobads property or any third party property on which Mobads distributes advertising, the advertisement and/or any materials (including all contents, trademarks and brand features contained therein) provided by the Advertiser in relation to the Insertion Order and these Advertising Terms and Conditions (collectively, "Advertiser Materials") and to modify the same to fit the format and look-and-feel of and to integrate with the functionality of the relevant Mobads property and/or Mobads's technology. Features or works provided, promoted or hosted by Mobads in relation to the Insertion Order (in relation to which Mobads shall have "executive producer" rights), shall (with the exception of any Advertiser's trademark or brand features) belong to Mobads unless expressly assigned to the Advertiser in writing.
- Except as otherwise expressly provided in the Insertion Order, positioning of Advertiser Materials within the Mobads properties or on any page is at the sole discretion of Mobads, and Mobads will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.
- Mobads does not guarantee the times, dates or positions of the advertisement(s), but Mobads will use reasonable efforts to comply with the Advertiser's wishes. If a booked advertisement is not published at all, due to the fault of Mobads, Mobads will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and Mobads will refund to you the amount already paid for your cancelled booking, as your sole remedy.
- The Advertiser grants to Mobads the express right to refer to and reproduce throughout the world all or part of any Mobads property or service containing all or part of any of the Advertiser Materials on or in any promotional or advertising material or campaign promoting or advertising Mobads (but not any promotional or advertising campaign paid for by Mobads).
- If the Advertiser wishes to request a change to positioning of advertisements, it must provide the relevant creatives and give prior written notice of at least 3 weeks before the start of the campaign. Failure to provide such prior notice will mean that the positions set out in the Insertion Order prevail. Any requested change to positioning of advertisements will be decided at Mobads's sole discretion, subject to availability. In any event, the Advertiser will only request changes to the position of advertisements for up to a maximum of 20% of the monetary value of the placements each calendar quarter.
- Notwithstanding the provisions of the Insertion Order, the Advertiser acknowledges that Mobads has not made any guarantees with respect to usage statistics, which include, without limitation, levels of impressions or click-throughs for any advertisement or for any position specified for each advertisement. Mobads provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and Mobads will not be held liable for any claims relating to any usage statistics however supplied.
- The Advertiser acknowledges that usage statistics provided by Mobads are the official, definitive measurements of Mobads's performance on any delivery obligations provided in the Insertion Order.
- The Advertiser understands that no modifications may be made to campaign spend after 7 (seven) days. It is the Advertiser’s sole responsibility to highlight errors within this period. Features are deployed within the user interface that enable the Advertiser to set and control daily spend.
- Mobads offer a service to create new campaigns for Advertisers at no additional charge. However, the Advertiser acknowledges they are responsible to identify any errors within 48 (fourty-eight) hours of the campaign start date. This includes campaign caps, CPC/CPM prices, targeting, creatives, and redirect URL's. After the 48 (forty-eight) hour period, Mobads will not be liable for any campaign overspend as a direct result of errors with campaign caps or CPC/CPM prices.
- Any modifications made to campaign spend may take up to 7 (seven) days to appear in the Mobads user interface.
- Mobads makes every effort to ensure statistics generated in the user interface are accurate. In the unlikely case of statistics being inaccurate, Mobads will make the necessary adjustments to rectify the situation.
- Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at Mobads's sole discretion. The rates applicable to such renewal period (if any) are subject to change by Mobads from time to time in its absolute discretion.
- The parties may not resell, assign or transfer any of its rights hereunder, except to any of their Affiliates provided that such Affiliates are not competitors of the other party. Any other attempt to resell, assign or transfer such rights will entitle the other party to terminate this contract immediately, without liability on the part of the terminating party. "Affiliate" means in respect of a party its "holding company", its "subsidiary company" or a subsidiary company of its holding company, as those terms are defined in section 736 of the Companies Act 1985.
- At its sole discretion, Mobads will offer the Advertiser a refund of the balance remaining for any campaign(s) that are paused, stopped, or for account closure. The refund will be made at the Advertiser’s request. Advertisers who are deemed to have breached the “Advertiser Terms and Conditions” will not be entitled to a refund of their remaining balance.
- A click discrepancy is a conflict in click data between the advertiser/agency and Mobads's network. Click discrepancies often vary in percentages. Advertisers must allow for 10-20% click discrepancy in the Mobads network. Refunds for discrepancies of 20% and below will be at Mobads's sole discretion.
- The advertiser has the option to stop buying traffic at any time by pausing/stopping their campaign(s) in the user interface (UI). As detailed in section 6 (six), the Advertiser will be entitled to a refund of their remaining balance at Mobads’s sole discretion.
- Mobads reserves the right to pause campaigns or close any account where it is believed that the advertiser has used the traffic bought to acquire knowledge of a publisher whom the advertiser intends to deal with directly.
- Advertiser understands that CPC/CPM prices will vary depending on the competitiveness of the inventory.
- Advertiser is aware that increasing their bids on inventory will not necessarily lead to additional traffic in the form of impressions or clicks.
- If Mobads fails to publish any advertisement or deliver the number of impressions or click-throughs provided in the Insertion Order, Mobads's liability will be limited (at the option of Mobads) to either: (a) as soon as reasonably practicable, publishing the advertisement (or a replacement advertisement if provided by the Advertiser) on positions agreed in the Insertion Order or in alternative positions agreed with Advertiser for such time as is necessary to generate a number of substitute impressions or click-throughs of equivalent monetary value to the shortfall; or (b) refund to the Advertiser that proportion of the amounts already paid which relate to those advertisements and/or impressions or click-throughs which were not provided, and if the amounts were not paid by the Advertiser, agree that such amounts will not be due or payable. Mobads will only provide a refund to the Advertiser under clause 6.1(b) if: (i) the creative arrived within the time limits specified in the Insertion Order; (ii) the creative performed in accordance with the relevant Mobads technical specifications and (iii) cancellations and changes to media schedules were notified within the timeframe set out in clause 2.5.
- In no event will Mobads be responsible in contract, tort, negligence or otherwise, for: (a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Insertion Order. Mobads shall not be liable for any features or works provided, promoted or hosted by Mobads In relation to the Insertion Order which have been downloaded by a user.
- Advertisers Indemnification. Advertiser shall, at its expense defend and/or settle any claim, action or allegation brought against Mobads to the extent that (i) the Advertisements infringes any patent, copyright, or trademark, or misappropriates or violates any trade secret of a third party or other third party right, fraud, false advertising, misrepresentation or violation of nay law, statute in connection or (ii) it arises out of a breach of any of its representations or warranties made in this Agreement. Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.
- Advertisers Warranty. Advertiser warrants and represents that it has the right to sell and market the "Advertiser Materials" and that the "Advertiser Materials" (i) do not contain content that is defamatory, libelous or which may reasonably likely to subject Mobads to negative publicity, and (ii) that the "Advertiser Materials", each use, display, reproduction and distribution of the Ads by Mobads on any Mobads property or any third party property on which Mobads distributes advertising, will not breach any duty toward or rights of any person, or entity including, without limitation, intellectual property rights, user and privacy rights. Advertiser's failure to comply with this Section shall result in a material breach of this Agreement and shall be subject to the Indemnification provisions and obligations described herewith.
It is exclusively the sole responsibility of Advertisers to ensure that all landing pages, content URLs and commercial offers and any subsequent payment flows are compliant and in accordance with the local applicable laws, regulations, industry standards and rules of their partners and authorities for any country or location in which they have targeted to serve their advertisements from the Mobads network.
- Whilst Mobads endeavour to serve advertisements compliantly on all platforms in which we operate, it is the sole responsibility of Advertisers to ensure that their campaigns, advertisements and commercial offers are compliant and in accordance with the Mobads Content Restrictions and Compliance Policy as detailed at support.Mobads.com - Compliance.
- All banners must adhere to Mobads's Banner Compliance guidelines, included but not limited to: banners must be within the 300kb weight limit; banners must have an image, text and logo or branding.
- Mobads (the 'Company') respects the privacy of all of our users, partners and affiliates. We focus on protecting the personal information of internet, mobile internet and mobile application users that interact with us. We pride ourselves on being a responsible company within the mobile advertising ecosystem.
This Agreement will be governed by and constituted under the laws of England and Wales without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the courts located in England and Wales and Publisher irrevocably consents to the jurisdiction of such courts.
Any notices to Mobads must be sent to: MobileWebAds Ltd, 5-11 Lavington Street, Europoint Center, London, SE1 0NZ, UK, via a first class or airmail overnight courier; and are deemed given upon receipt. Notice to Publishers may be effected be sending email to the email address specified in Publisher’s account, and is deemed received when sent for email. Publisher may not assign any of their rights hereunder and any such attempt is void. Mobads and Publishers are not legal partners or agents, but are independent contractors
16. ABILITY TO ENTER INTO AGREEMENT
By entering this Agreement, Advertiser warrants that Advertiser (or Authorised Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Advertiser cannot enter into a binding contract. Executing this agreement and registering with Mobads affirms that you are at least 18 years old.
For every publisher/webmaster that succe