Reporo - Advertiser Terms & Conditions

Reporo 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 “Reporo”, “Reporo Network” or “Reporo Platform”). Before participating in the Reporo Network, Advertisers are required to read the Terms and Conditions Agreement in full. By completing registration to the Reporo 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.


Content
1. Definitions
2. Positioning and Licence
3. Terms of Payment - Post Pay
4. Positioning & Licence
5. Statistics
6. Renewal
7. No Assignment or Resale
8. Refund Policy
9. Closing Advertiser Account
10. Bidding on Inventory
11. Limitation of Liability
12. Compliance
13. Remarketing
14. Privacy Policy
15. Governing Law
16. Ability to Enter Into Agreement
17. Promo Codes
________________________________________________________________________________________________
1. DEFINITIONS

For the purpose of this agreement and for the Self Service Dashboard, the following terms shall have the following meanings as defined in our Definitions.


2. POSITIONING AND LICENCE

  1. 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.

  2. By completing registration to the Reporo 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.


3. TERMS OF PAYMENT - POST PAY

  1. Reporo may offer Advertisers the opportunity to run campaigns on a Post-Pay agreement at Reporo’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.

  2. 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, Reporo reserve the right to close the Advertiser's account at any time.

  3. The Advertiser (as defined in the Insertion Order) will be invoiced in a manner Reporo considers to be appropriate to the campaign. The Advertiser must pay the invoiced amounts to Reporo 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.

  4. 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 Reporo'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 Reporo in collecting the amounts due.

  5. The Advertiser represents and warrants that it contracts with Reporo 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.

  6. 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.

  7. 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, Reporo will assume there is agreement with the rates on the invoice and expect payment.


4. POSITIONING AND LICENCE

  1. The Advertiser hereby grants to Reporo a worldwide, non-exclusive, fully paid licence to reproduce, use and display on any Reporo property or any third party property on which Reporo 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 Reporo property and/or Reporo's technology. Features or works provided, promoted or hosted by Reporo in relation to the Insertion Order (in relation to which Reporo shall have "executive producer" rights), shall (with the exception of any Advertiser's trademark or brand features) belong to Reporo unless expressly assigned to the Advertiser in writing.
  2. Except as otherwise expressly provided in the Insertion Order, positioning of Advertiser Materials within the Reporo properties or on any page is at the sole discretion of Reporo, and Reporo will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Advertiser.

  3. Reporo does not guarantee the times, dates or positions of the advertisement(s), but Reporo 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 Reporo, Reporo will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and Reporo will refund to you the amount already paid for your cancelled booking, as your sole remedy.

  4. The Advertiser grants to Reporo the express right to refer to and reproduce throughout the world all or part of any Reporo 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 Reporo (but not any promotional or advertising campaign paid for by Reporo).

  5. 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 Reporo'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.


5. STATISTICS

  1. Notwithstanding the provisions of the Insertion Order, the Advertiser acknowledges that Reporo 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. Reporo provides the Advertiser with estimated usage statistics only as a courtesy to the Advertiser and Reporo will not be held liable for any claims relating to any usage statistics however supplied.

  2. The Advertiser acknowledges that usage statistics provided by Reporo are the official, definitive measurements of Reporo's performance on any delivery obligations provided in the Insertion Order.

  3. 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.

  4. Reporo 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, Reporo will not be liable for any campaign overspend as a direct result of errors with campaign caps or CPC/CPM prices.

  5. Any modifications made to campaign spend may take up to 7 (seven) days to appear in the Reporo user interface.

  6. Reporo makes every effort to ensure statistics generated in the user interface are accurate. In the unlikely case of statistics being inaccurate, Reporo will make the necessary adjustments to rectify the situation.


6. RENEWAL

  1. 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 Reporo's sole discretion. The rates applicable to such renewal period (if any) are subject to change by Reporo from time to time in its absolute discretion.


7. NO ASSIGNMENT OR RESALE

  1. 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.


8. REFUND POLICY

  1. At its sole discretion, Reporo 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.

  2. A click discrepancy is a conflict in click data between the advertiser/agency and Reporo's network. Click discrepancies often vary in percentages. Advertisers must allow for 10-20% click discrepancy in the Reporo network. Refunds for discrepancies of 20% and below will be at Reporo's sole discretion.


9. CLOSING ADVERTISER ACCOUNT

  1. 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 Reporo’s sole discretion.

  2. Reporo 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.


10. BIDDING ON INVENTORY

  1. Advertiser understands that CPC/CPM prices will vary depending on the competitiveness of the inventory.

  2. Advertiser is aware that increasing their bids on inventory will not necessarily lead to additional traffic in the form of impressions or clicks.


11. LIMITATION OF LIABILITY

  1. If Reporo fails to publish any advertisement or deliver the number of impressions or click-throughs provided in the Insertion Order, Reporo's liability will be limited (at the option of Reporo) 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. Reporo 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 Reporo technical specifications and (iii) cancellations and changes to media schedules were notified within the timeframe set out in clause 2.5.

  2. In no event will Reporo 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. Reporo shall not be liable for any features or works provided, promoted or hosted by Reporo In relation to the Insertion Order which have been downloaded by a user.

  3. Advertisers Indemnification. Advertiser shall, at its expense defend and/or settle any claim, action or allegation brought against Reporo 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.

  4. 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 Reporo to negative publicity, and (ii) that the "Advertiser Materials", each use, display, reproduction and distribution of the Ads by Reporo on any Reporo property or any third party property on which Reporo 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.


12. COMPLIANCE

  1. 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 Reporo network.

  2. Whilst Reporo 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 Reporo Content Restrictions and Compliance Policy as detailed at support.reporo.com - Compliance.

  3. All banners must adhere to Reporo'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.


13. REMARKETING

  1. When an Advertiser uses the Reporo Remarketing or similar features in their website, they are required to update their website's privacy policy in accordance with Google's Guidelines and Reporo's Privacy Policy.


14. PRIVACY POLICY

  1. Reporo (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.

  2. This Privacy Policy is publicly available for all of our users and discloses the ways in which information is gathered, how it is secured, and how we apply it to the service we propose to our customers. Please click here to view our full Privacy Policy.



15. GOVERNING LAW

  1. 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 Reporo 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. Reporo and Publishers are not legal partners or agents, but are independent contractors


16. ABILITY TO ENTER INTO AGREEMENT

  1. 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 Reporo affirms that you are at least 18 years old.

17. PROMOTION CODES

BAC Promotion Berlin Affiliate Conference - 15% Bonus Budget Promotion

  1. Offer valid from 20th October to 31st of October 2016
  2. Promo code BAC must be entered during the promotional period stated above.
  3. The bonus budget will only be applied to the account once the original top up amount has been spent from 20th October 2016 to 31st of October 2016 using the BAC promo code.
  4. This Promo code is valid for a limited period only and can be withdrawn
    without notice.
  5. The Promo code cannot be applied retrospectively and cannot be combined
    with any other offer.
  6. A maximum of one Promo Code per account sign-up can be used.
  7. Bonus budget is non-refundable.

BANG Promotion AW Asia - 15% Bonus Budget Promotion

  1. Offer valid from 5th of December to 31st of December 2016
  2. Promo code BANG must be entered during the promotional period stated above.
  3. The bonus budget will only be applied to the account once the original top up amount has been spent from 5th of December to 31st of December 2016 using the BANG promo code.
  4. This Promo code is valid for a limited period only and can be withdrawn
    without notice.
  5. The Promo code cannot be applied retrospectively and cannot be combined
    with any other offer.
  6. A maximum of one Promo Code per account sign-up can be used.
  7. Bonus budget is non-refundable.

BUZZCITY Promotion - 15% Bonus Budget Promotion

  1. Offer valid from 5th of December to 31st of December 2016
  2. Promo code BUZZCITY must be entered during the promotional period stated above.
  3. The bonus budget will only be applied to the account once the original top up amount has been spent from 5th of December to 31st of December 2016 using the BUZZCITY promo code.
  4. This Promo code is valid for a limited period only and can be withdrawn
    without notice.
  5. The Promo code cannot be applied retrospectively and cannot be combined
    with any other offer.
  6. A maximum of one Promo Code per account sign-up can be used.
  7. Bonus budget is non-refundable.

SANTA Promotion - 10% Bonus Budget Promotion

  1. Offer valid from 12th of December to 31st of December 2016
  2. Promo code SANTA must be entered during the promotional period stated above.
  3. The bonus budget will only be applied to the account once the original top up amount has been spent from 5th of December to 12th of December 2016 using the SANTA promo code.
  4. This Promo code is valid for a limited period only and can be withdrawn
    without notice.
  5. The Promo code cannot be applied retrospectively and cannot be combined
    with any other offer.
  6. A maximum of one Promo Code per account sign-up can be used.
  7. Bonus budget is non-refundable.

 

Powered by Zendesk