TERMS & CONDITIONS
By accessing, viewing and using of this website, owned and operated by TDES WORLD LIMITED, legal entity registered under the law of Malta, Registration number C84462, Tax number 914770227, VAT number 25111215, registered address Depiro point BLK A5 Mons. G. Depiro street, SLM 2033 Sliema (hereinafter referred to as “CG SOLUTIONS”, “We”) via address https://cgs.group (hereinafter referred to as “Website”) and by using or clicking “Register”, “Sign in” (or any alike item), or by using of any services provided by CG SOLUTIONS through the Website, or by using of any other related services you acknowledge that you have read, understand, and unconditionally agree to be bound by these Terms and Conditions (hereinafter referred to as “Terms”) CG SOLUTIONS may at any time, without notice, amend these Terms. You agree to continue to be bound by any amended terms and conditions and that CG SOLUTIONS may at any time, without notice, amend the Terms having no obligation to notify you of such amendments.
You acknowledge that it is your responsibility to periodically check these Terms for changes and that continued use of the Website and services offered by CG SOLUTIONS following the posting of any changes to the Terms indicates your acceptance of any such changes. If you do not accept the Terms, do not access this Website and/or do not use the services provided by CG SOLUTIONS through the Website.
These Terms together with any other policies or guidelines posted on the Website and/or incorporated herein by a reference or a link constitute a legal and binding agreement between you (hereinafter referred to as “Client”, “You”) and TDES WORLD LIMITED
Subject to the terms and conditions of these Terms CG SOLUTIONS will provide via the Website such services as CG SOLUTIONS may, in its sole discretion, determine from time to time. Unless expressly stated otherwise in writing, all agreements and other transactions entered into between CG SOLUTIONS and You shall be governed by these Terms, as amended from time to time.
• Client’s Website Registration and Account
2. You hereby expressly consent that You are solely responsible for the use of Your login and password for the Account, for any registration data provided for Account creation, and for any actions done during any use of Your Account. You agree to keep Your login information and password private and to immediately notify CGS of any unauthorized Account activity. You are solely responsible for any loss or damage You or CG SOLUTIONS may suffer as a result of Your failure to do so. You may not transfer or sell your Account to any third party.
3. You may close Your Account with the Website at any time by sending respective request to CGS.
4. By creating an Account, You also consent to receive electronic communications from CGS (e.g., via email). These communications may include notices about Your Account (e.g., password changes and other transactional information) and are part of Your relationship with CG SOLUTIONS. You agree that any notices, agreements, disclosures or other communications that CG SOLUTIONS sends to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications shall be deemed in writing. CG SOLUTIONS may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information CG SOLUTIONS thinks will be of interest to You. You may opt out of receiving such promotional emails at any time by following the respective unsubscribe instructions.
• Eligible Clients
o By registering as a Client You covenant, represent, and warrant that:
1. You have accepted and agree to be abide by these Terms;
2. You are at least 18 years of age in case You are a natural person;
3. You meet all the eligibility criteria and residency requirements, and are fully able and legally competent to use the Website, enter into agreement with CGS and in doing so will not violate any other agreement to which You are a party;
4. You are the legal owner of the funds you pay for CGS services and that the same funds derive from a legitimate and legal source;
5. using the Website and/or services does not constitute a breach of your home jurisdictions’ laws;
6. You will not be involved in any illegal activities in the course of using the Website, under the threat of blocking your Account in any case of identifying such violations;
7. You will provide correct, genuine and up-to-date information or documents and You will pass any requested verifications if we require any KYC-procedure (in particular to protect your Account) or if it is required for proper using of the Website and/or services provided by CGS through the Website;
8. any personal details You provide are correct, genuine and up-to-date;
9. You are not located in, or a citizen or resident of any state, country or other jurisdiction that is under US and/or EU sanctions; a jurisdiction where it would be illegal according to local law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Website; a jurisdiction where the publication or availability of the Website is prohibited or contrary to local law or regulation, or could subject CGS to any local registration or licensing requirements (together, the «Prohibited Jurisdictions»). We may, in our sole discretion, implement controls to restrict access to the Website in any of the Prohibited Jurisdictions. If we determine that you are accessing the Website from any Prohibited Jurisdiction, or have given false representations as to your location of citizenship or place of residence, we reserve the right to close your Account immediately.
o When accessing and using the Website, You must:
1. not attempt to undermine the security or integrity of CGS computing systems or networks;
2. not use, or misuse, the Website in any way which may impair or alter the functionality of the Website or impair or alter the ability of any other user to use the Website;
3. not attempt to gain unauthorized access to the computer system and servers on which the Website is hosted or to any materials other than those to which you have been given permission to access;
4. not transmit or input into the Website any files that may damage any other person’s computing devices or software; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to to operate the Website except as is strictly necessary to use either of them for normal operation.
o It is your responsibility entirely to provide us with correct personal details. We accept no liability resulting in You not receiving the services due to You providing incorrect or out-of-date details. CGS in such a case excludes all liability for any incorrect transactions, or any other such mistakes.
o CGS reserves the right at any time to verify Your identity for the purposes of complying with the any KYC («Know Your Customer»)/AML («Anti-Money Laundering») requirements. You agree to cooperate fully with us throughout the verification process and that You will provide all documentation/information that we may require in order to verify Your identity.
• Services provided by CGS through the Website
1. CGS reserves the right, but is not obligated, to limit the provision of services through the Website to any Client or geographical territory or jurisdiction. CG SOLUTIONS may exercise this right on a case-by-case basis. CG SOLUTIONS reserves the right to limit the quantities of any services that are offered. All descriptions of services are subject to change at any time without notice, at the sole discretion of CG SOLUTIONS. CG SOLUTIONS reserves the right to modify or discontinue any of services at any time.
2. Prices for services are subject to change without notice.
3. CGS shall not be liable to You or to any third party for any modification, price change, suspension or discontinuance of any of services.
4. Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to services descriptions, pricing, promotions, offers, additional charges and availability. CGS reserves the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Website is inaccurate at any time without prior notice.
• Intellectual Property
1. The Website, the copyright in all software on the Website, all trademarks on the Website and all text, graphics, images and any other materials on the Website are entirely owned by CGS or by their respective owners. Materials on this Website may only be used for personal use and non-commercial purposes.
2. You may digitally display or print extracts from the Website for the above-stated purpose, only under the condition that You retain any copyright and other proprietary notices or any trademarks or logos, as shown on the initial printout or download without digital or physical alteration, addition or deletion. Except as expressly stated herein, You may not without CGS prior written permission alter, modify, reproduce, distribute or use in any commercial context any materials from the Website.
3. You acknowledge that the CGS logos are trademarks. You may only use and/or reproduce such trademarks without physical or digital alteration on material downloaded from this Website to the extent authorized above, but You may not otherwise use, copy, adapt, change, or erase them.
4. You shall not under any circumstances obtain any rights over or in respect of the Website (other than rights to use the Website pursuant to these Terms and any other terms and conditions governing a particular section of the Website) or hold yourself out as having any such rights over or in respect to the Website.
5. By submitting any content to the Website (including both private and public sections, blogs, message boards, and forums) you grant CGS (including without limitation, its licensees, affiliates, successors and assigns) a worldwide, royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sub-license, communicate to the public, perform and display the content (in whole or in part) and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You agree that you will not claim and/or receive any compensation of any kind for your content or its use thereof. You also permit any third party to access, display, view, store and reproduce such content as indicated above. CG SOLUTIONS may, but has no obligation to, monitor, edit or remove content that is determined in CG SOLUTIONS sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or that violates any third party’s intellectual property or these Terms.
6. By submitting any content to the Website You warrant that You are entitled to and have all necessary intellectual property rights over that content. Furthermore, You acknowledge that your content will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further acknowledge that your content will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any content. You are solely responsible for any content you submit and its accuracy. CGS takes no responsibility and assumes no liability for any content submitted by you or any third party.
• Third Party Websites
1. The Website may contain links to third-party websites that are not affiliated or associated with CGS (although CG SOLUTIONS branding, advertisements or links may appear on such websites) and CG SOLUTIONS may send e-mail messages to You containing advertisements or promotions including links to third-parties websites. CG SOLUTIONS makes no representation as to the quality, suitability, functionality or legality of the material on such third-party websites, or to any goods and services available from such websites. Such links are only provided for your interest and convenience. CG SOLUTIONS does not monitor or investigate such third-party websites and accepts no responsibility or liability for any loss arising from the content or accuracy of the content of such third-party websites, and any opinion expressed in the content of such third-party websites should not be taken as an endorsement, recommendation or opinion of CG SOLUTIONS.
2. Under no circumstances are you to create a hyperlink to any of the pages on the Website, without obtaining prior consent to do so from CGS. If You do create a link to any of the pages on the Website, You acknowledge that You are responsible for all direct or indirect consequences of the link, and you indemnify CG SOLUTIONS for all loss, liability, costs, damages, or expense arising from or in connection with the link.
• Warranties and Representations
o You acknowledge that:
1. You are authorized to access and use the Website;
2. You agree that the access to the Website is provided on an “as is” and “as available” basis and Your use of the Website is at Your own risk. You agree that to the maximum extent permitted by law CGS is not liable for any damages or harms arising out of Your use of the Website;
3. CGS does not warrant that the use of the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website. CG SOLUTIONS is not in any way responsible for any such interference that prevents Your access or use of the Website. CG SOLUTIONS is not responsible for any losses, expenses, costs, or damages resulting from such interruptions, errors, or interferences.
4. CGS gives no warranty about the Website. Without limiting the foregoing, CG SOLUTIONS does not warrant that the Website will meet Your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded insofar as is permitted by law including, without limitation, warranties of merchantability, fitness for purpose, title and non-infringement.
5. You do not intend to hinder, delay or defraud CGS (as well as any other person related to the Website) or engage in any illegal conduct and or unlawful activity in relation to money laundering, spending the proceeds of drug trafficking or terrorist activities, spending the proceeds of criminal activities or proceeds originating from such countries as might from time to time be subject to any sanctions imposed by US and/or EU.
6. CGS denies all liability for the operation and reliability of the Website when used within an Internet environment, where you or a third party are providing the computer equipment and/or internet services upon which any part of the Website functionality is dependent.
7. By using the Website, You confirm that You understand that the timely operation of the Internet and the World Wide Web is governed by constraints beyond the control of CGS. You accept that CG SOLUTIONS is not liable for any perceived slow operation or unavailability of the Website, or any damages or losses that could result from slow operation or unavailability of the Website.
8. It is our responsibility to maintain the Website and as such we may at our own discretion limit access to the Website due to maintenance operations or any other relevant events. We exclude all liability for any claimed losses or profits lost as a result of such our actions.
• Disclaimer of Warranty and Limitation of Liability
o To the fullest extent permitted by law:
1. In no event will CGS, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any indirect, special, incidental, consequential or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the form of action, whether arising out of or relating to these Terms or based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if CG SOLUTIONS has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and
2. In no event will aggregate liability of CGS or its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these Terms, exceed the amount of payments received from You.
o In case of the Client’s violation of these Terms, CGS reserves the right to:
1. demand full compensation from the Client for losses caused by every violation;
2. bring a case before a court if the compensation doesn’t cover CGS loss;
3. release the information relating to the Client identity and location to any authorized officer in accordance with applicable law.
o To the fullest extent permitted by law, CGS warranties and remedies (if any) expressly set forth herein are exclusive and are in lieu of all other warranties, express or implied, either in fact or by operation of law, statute, custom, oral or written statements or otherwise, including, but not limited, to the implied warranties of merchantability, availability, performance, compatibility, fitness for a particular purpose, satisfactory quality, correspondence with description and non-infringement, all of which are expressly disclaimed.
• Termination & Remedies for Breach of these Terms by You
1. CGS reserves the right at its own discretion to close Your Account created with the Website with or without prior notice.
2. CGS may block any Account in the event that CG SOLUTIONS suspects or has evidence that You are engaged in suspicious or illegal activity or have breached any of the above terms or warranties. CG SOLUTIONS expressly excludes any losses or profits You would have made as a result of us blocking your Account and You agree to indemnify us completely against any third-party action resulting from Your conduct or us having to block your Account. While Your Account is blocked CG SOLUTIONS will investigate and may require You to cooperate with our enquiries. At the end of the investigation we may, at our own discretion, decide to close Your Account for which we are not required to provide You with any reasons for the same.
3. You may choose to close your Account for any reason and at any time. If you choose to exercise this right, please inform CGS that you wish to close your Account by sending corresponding request. You understand that if you close your Account, you may no longer have access to information previously associated with your Account.
• Applicable Law and Dispute Resolution
1. All questions concerning the construction, validity, enforcement and interpretation of these Terms shall be governed by and construed and enforced in accordance with the laws of Malta.
2. In case any issue arises out of or in relation to these Terms or the breach thereof, the parties agree first to negotiate such an issue in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other party.
3. If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all parties during such period, then the parties irrevocably and unconditionally submit to the respective claim to the competent court of Malta in accordance with the laws of Malta.
1. Absence of Waiver. Any CGS failure or delay to enforce any of the terms or to exercise any right under these Terms will not be construed as a waiver to any extent of our rights.
2. You agree to defend, indemnify, and hold harmless CG SOLUTIONS, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to the Website or your use of services provided by CG SOLUTIONS through the Website.
3. Force-Majeure. You shall not have any claim of any nature whatsoever against CGS for any its failure to carry out any of its obligations under these Terms as a result of causes beyond its control, including but not limited to any strike, lockout, shortage of labor or materials, delays in transport, hacker attacks on the Website or any resources which have any relation to CG SOLUTIONS, any economic instability, accidents of any kind, any default or delay by any sub-contractor or supplier of CG SOLUTIONS, riot, any political or civil disturbances, the elements, by an act of state or government including regulatory action imposed, any delay in securing any permit, consent or approval required by CG SOLUTIONS for fulfillment of these Terms or any other authority or any other cause whatsoever beyond CG SOLUTIONS absolute and direct control.
4. If any term, provision, covenant or restriction of these Terms is held by a competent court to be invalid, illegal, void or unenforceable, the remainder of these Terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions of these Terms without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5. Any communication concerning these Terms execution and/or violation should be conducted only via Your email and through CG SOLUTIONS contact form on the Website. Your official email for communication shall be deemed the email specified by You during the Account registration process. The one and only language of the communication shall be English. CG SOLUTIONS may provide any notice to You under these Terms by: (i) posting a notice on the Website; or (ii) sending an email to the email address then associated with Your Account. Notices CG SOLUTIONS provides by posting on the Website will be effective upon posting, and notices CG SOLUTIONS provides by email will be effective when such email is sent. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your Account when CG SOLUTIONS sends such email, whether or not You actually receive or read the email.
6. Except as otherwise provided, these Terms and the rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. CG SOLUTIONS may assign any of its rights and obligations under these Terms. No other party to these Terms may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms, except with the prior written consent of CG SOLUTIONS.
The following Specific Terms and Conditions (hereinafter “T&Cs”) are incorporated by reference into one or more Insertion Order(s) (“IO”) which, together with these T&Cs comprise the agreement (“Agreement”) by and between the TDES WORLD LIMITED, legal entity registered under the law of Malta, Registration number C84462, Tax number 914770227, VAT number 25111215, registered address Depiro point BLK A5 Mons. G. Depiro street, SLM 2033 Sliema (“Advertiser”) and You, the publisher identified in respective Insertion Order (“PUBLISHER”) effective as of the date set forth on the first IO between the parties (the “Effective Date”). If there is a conflict between these T&Cs and an IO, the IO shall prevail.
WHEREAS, Advertiser wishes PUBLISHER to provide Internet-based lead generation, customer acquisition and/or other related marketing services for and on behalf of Advertiser for the campaigns listed in the IO (“Campaigns”), considering the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Advertiser and PUBLISHER, intending to be legally bound hereby, agree as follows:
Capitalized terms used but not defined in these T&Cs shall have the meanings in the IO. In addition, “Creative Material” shall mean the advertisement and any components or elements thereof provided by Advertiser to PUBLISHER including banner ads, emails including the body, header and subject lines, ad copy and/or other content that comprises the Creative Material.
PUBLISHER will display the Creative Material and perform lead generation services solely in the marketing channels described in the IO.
Advertiser hereby grants to PUBLISHER during the term of the Agreement, a non-exclusive, royalty-free, worldwide right and license by all means and, in any media, whether now known or hereafter discovered, to use, reproduce, distribute, publicly perform, publicly display and digitally perform such Creative Material and all its constituent parts. The parties understand and agree that Advertiser (or the third party who provided Creative Materials to Advertised) is the sole owner of any and all intellectual property rights associated with the Creative Material.
In connection with generating leads hereunder, PUBLISHER is authorized to market Advertiser´s products and/or services as provided for in the IO which may include: (i) via e-mail to those consumers in PUBLISHER´s proprietary database(s) of e-mail addresses (collectively, “PUBLISHER Databases”); and (ii) to consumers on websites owned and/or operated by PUBLISHER (collectively, “PUBLISHER Websites” and together with the PUBLISHER Databases, “PUBLISHER Media”).
PUBLISHER may make a third-party network available for the Advertiser, in which case the parties expressly acknowledge that PUBLISHER is entitled to allow such third parties (each, a “Network Member”) to provide or refer potential or actual customers to Advertiser.
PUBLISHER shall permit Network Members to run the Campaign, only in when such Network Members are considered subject PUBLISHER´s standards. If Advertiser determines that use of any Creative Material by a Network Member or a Network Member’s marketing practices do not reflect its corporate identity, Advertiser shall inform PUBLISHER and PUBLISHER shall make its best efforts to request the Network Member to modify the use of such Creative Material or cease its marketing practices.
MONITORING AND REMOVAL OF CREATIVES
Advertiser has the right to monitor PUBLISHER’s site and placement of Creative materials at any time to determine if PUBLISHER is following these T&Cs and relevant IO. Advertiser may notify PUBLISHER of any changes that Advertiser
feels should be made, or to make sure that PUBLISHER’s links to target web site are appropriate and to notify further PUBLISHER of any changes that Advertiser feel should be made. If PUBLISHER does not make the changes that Advertiser feel are necessary, Advertiser reserves the right to terminate this Agreement.
PUBLISHER may not remove any Creative Material without prior notice to Advertiser.
The term for any campaign will be indicated in the IO. These T&Cs shall continue until expiration of the last IO to expire. The Agreement, including any outstanding IOs, may be terminated by mutual consent of the parties. PUBLISHER shall be intitled to stop providing its service upon a written notice 48h. Advertiser shall be entitled to terminate this Agreement upon a written notice 48h prior to termination. All non-disputed amounts due to PUBLISHER will be paid during the upcoming billing cycle.
PAYMENT AND PAYMENT TERMS
PUBLISHER will invoice Advertiser at the payout rates reflected in the IO or any other binding document (including emails or any instant messaging systems sent to PUBLISHER by the Advertiser and accepted by PUBLISHER). Advance payments may apply if it has been agreed in the IO. Charges are solely based on Advertiser measurements, unless otherwise agreed to in writing. In case of dispute, Advertiser´s measurements shall prevail, provided that PUBLISHER does present relevant documentation such as records of post-backs. Nothing in this Agreement or an insertion order can obligate Advertiser to do credit to any party.
Advertiser shall make all payments to PUBLISHER according to the payment terms provided for in the IO. Clarification of payment terms see below this topic. All payments made to PUBLISHER shall include any sales, use or similar tax associated with such payment, or any other tax applicable according to PUBLISHER’s legislation. Advertiser shall, at all times, pay PUBLISHER for its services in spite of non-payment of any third party. All past due amounts shall accrue interest at the rate of two percent (0.5%) per month or the maximum rate allowed by law, whichever is lower.
Net 30 – Advertiser pays within 30 days after the billing period;
REPRESENTATIONS, WARRANTIES AND COVENANTS
Advertiser and PUBLISHER each represent and warrant to the other party that (i) such party has the full corporate power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder, and (ii) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.
PUBLISHER represents, warrants and covenants to Advertiser: (i) PUBLISHER will not intentionally add leads or clicks or inflate leads or clicks by intentional traffic generation; (ii) PUBLISHER 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 Advertiser that allows Advertiser to measure ad performance and provide its services; (iii) all of PUBLISHER’s services associated with this Agreement comply with applicable laws, rules and regulations.
Should the Advertiser allege fraud, it shall provide sufficient evidence to support such claim in the period provided for in the IO.
Advertiser represents, warrants and covenants to PUBLISHER: (i) that it holds the required intellectual property rights and/or licenses necessary to license the Creative Material it supplies to PUBLISHER and (ii) the Creative Material provided to PUBLISHER (and their posting, display, use, reproduction, distribution, and transmission by PUBLISHER) do not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights and do not violate applicable laws, rules and regulations and do not contain any Prohibited Materials; (iii) the operation of Advertiser’s business and any business advertised using the PUBLISHER’s service complies with applicable laws, rules and Regulations and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights; and (iv) Advertiser will maintain appropriate physical, technical and organizational measures to protect all non-public personal information, sales, registration, or data provided by or about a user against accidental loss or unauthorized access, use, disclosure, alteration, or destruction.
In addition, the Advertiser represents and warrants to PUBLISHER that none of the advertising provided contains any unlawful content, including but not limited to: (i) any material that consists of paraphilia or scatological activities; (ii) any material that contain children or minors in adult or sexual situations; (iii) any material that offers illegal products or services; (iv) promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics; (v) promotion of violence, racial intolerance, or advocacy against any individual, group, or organization; (vi) promotion of fake documents, copied material, or paper mills; (vii) 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; (viii) promotion of drugs or any related paraphernalia; (ix) sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia; (x) advertisements for electronic cigarettes are permitted but cannot contain tobacco; (xi) promotion or any attempt to profit from human tragedy or suffering; (xii) promotion of illegal activities that infringes on the rights of others; (xiii) any content that targets to children below the legal age; (xiv) any material that does not respect particular advertising rules for a specific website.
Each party (“Discloser”) acknowledges that during the performance of its obligations under this Agreement, it may be required to disclose to the other party (“Recipient”) certain information that it regards as proprietary or confidential. As used in this Agreement, the term «Confidential Information» means information regarding Discloser’s trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now-existing or future non-disclosure agreement between the parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature. Recipient agrees that it will not disclose any Confidential Information to anyone except an employee, agent or advisor (collectively, “Representatives”) who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section, and that it will not use Confidential Information for any purpose not permitted under this Agreement. Recipient will protect the Confidential Information in the same manner it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care. The foregoing obligations shall not apply to the extent Confidential Information must be disclosed by Recipient to comply with any requirement of law or order of a court or administrative body (provided that Recipient agrees to notify Discloser of the issuance of such order as soon as practicable, to reasonably cooperate with Discloser (at Discloser’s expense) in its efforts to convince the court or administrative body to restrict disclosure), and to disclose only the portion of such information that it is legally required to disclose. Confidential Information does not include information that: (i) is known to or in the possession of Recipient prior to its disclosure of information to Recipient hereunder, as evidenced by the Recipient’s written records; (ii) is or becomes known or generally available to the public through no act or omission of Recipient or its Representatives in breach of this Agreement; (iii) is made available free of any legal restriction to Recipient by a third party; or (iv) is independently developed by Recipient without use of or reference to Confidential Information.
Notwithstanding anything to the contrary in this Agreement, PUBLISHER may use and disclose any aggregate information (i.e. information that does not identify or relate specifically to Advertiser), which it has collected or received in providing the Services, to the extent necessary to perform, enhance or improve its services and/or for PUBLISHER’s business and marketing purposes.
Any personal data provided by Parties shall be treated by the other Party with the utmost confidentiality. The Parties will treat such personal data with the purpose of executing the present Agreement, ensuring full compliance with local regulations and any applicable Directives on Data Protection, in particular regarding information requirements and the acquisition of prior consent from those concerned.
DISCLAIMER OF WARRANTIES
Except as otherwise provided, PUBLISHER provides its services as performed hereunder, on an «as is,» «where is» and «as available» basis. Except as otherwise provided herein, PUBLISHER disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.
PUBLISHER shall not be liable for the solvency of the media or any third party.
Advertiser shall not be responsible for any action taken by the PUBLISHER. The PUBLISHER hereby agrees to indemnify, defend and hold Advertiser and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, fraud, slander, copyright, and trademark violation as well as all other claims resulting from a relationship with PUBLISHER.
Notwithstanding anything to the contrary herein, in no event shall PUBLISHER or any of its affiliates or their respective officers, directors, employees or agents be liable to Advertiser or any third parties for any special, incidental, indirect or consequential damages, damages from loss of use, data or profits, or cost of procurement of substitute goods or services, arising out of or in connection with this Agreement. In no event shall PUBLISHER’s total cumulative liability, from all causes of action of any kind, exceed the amounts actually paid to PUBLISHER in the two (2) month period preceding the claim. PUBLISHER shall have no responsibility for failures due in whole or in part to acts or omissions of Advertisers or due to failures of or defects in third party systems.
Assignment.Neither Party shall have the right to assign or otherwise transfer its rights nor obligations under this Agreement except with the prior written consent of the other Party; provided, however, that a successor in interest by merger, purchase or otherwise of all or substantially all the business of a Party may acquire its rights and obligations hereunder. Any prohibited assignment shall be null and void. Notwithstanding the above, Advertiser is hereby entitled to assign and/or transfer its rights and obligations under this Agreement to any company of the Advertiser’s group without prior consent of the PUBLISHER.
Independent Contractor. Each party is an independent contractor. Except as set forth in this Agreement, neither party is authorized or empowered to obligate the other or incur any costs on behalf of the other without the party’s prior written consent.
Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
Entire Agreement; Modification. These T&Cs together with any IO attached hereto constitutes the entire Agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter. No modification, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the parties unless made in writing and duly signed by both parties.
Agreement in Counterparts. These T&Cs are deemed incorporated into an IO and will be effective when the IO is signed by Advertiser and PUBLISHER. An IO may be signed in counterparts, and facsimile signatures shall have the same force and effect as an original signature.
Notices. Any notice, approval or consent required or permitted hereunder shall be in writing and sent to the addresses set forth on the applicable Insertion Order and will be deemed to have been duly given upon (i) delivery, if delivered personally or (ii) if sent via email, upon receipt by the sender of electronically generated confirmation of delivery and opening by the recipient.
THIS STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING WILL BE INCORPORATED BY REFERENCE INTO ALL INSERTION ORDERS SUBMITTED TO YOU (“Advertiser”) BY CG SOLUTIONS.
THESE STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING ARE A LEGAL AGREEMENT BETWEEN YOU (“Advertiser”) AND CG SOLUTIONS STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN CG SOLUTIONS NETWORK. PLEASE READ THIS AGREEMENT (“AGREEMENT” OR “TERMS AND CONDITIONS”). CG SOLUTIONS RESERVES THE RIGHT TO CHANGE THIS AGREEMENT.
In these Terms and Conditions:
“Action” means a specific end user’s activity or a combination of activities specified in the Insertion Order, which may, under the conditions provided in the present Terms and Conditions, be considered a Deliverable.
«Advertiser» means a legal entity specified in the Insertion Order that places an order for the Advertising Services.
“Advertising Materials” means graphical or textual information specified in the applicable Insertion Order and aimed to promote the Product on the market.
“Advertising Services” means distribution of the Advertising Materials over the Internet using various online delivery methods with the purpose of bringing the Product to the attention of potential customers of Advertiser.
“Attribution Window” means a period of time specified in the Insertion Order that allows certain end user’s activity or a combination of activities to qualify as a Deliverable, provided that they are performed within the Attribution Window.
“Billing Model” means a method of calculating the Service Fee due to Publisher for the Advertising Services (cost per click (CPC), cost per install (CPI), cost per action (CPA), etc.).
“CPA” means a Billing Model, whereby Advertiser pays for each specified Action.
“CPC” means a Billing Model, whereby Advertiser pays when end user follows the link contained in the Advertising Materials.
“CPI” means a Billing Model, whereby Advertiser pays for each install of the particular application specified by Advertiser.
“CPM” means a Billing Model, whereby Advertiser pays for each thousand (1 000) impressions of Advertising Materials.
“Deliverable” means, depending on the Billing Model applied, the end user’s click, impression, install, Action, another activity or combination of activities, which serve a basis for calculation and payment of the Service Fee, as in more detail provided in Section 5 below.
“Double Opt-In Registration” or “DOI Registration” means a type of registration, whereby an end user fills out a registration form on Advertiser’s web page, receives a link to his/her e-mail and follows this link confirming the registration.
“Insertion Order” or “IO” means a written document that contains all necessary instructions given by Advertiser to Publisher with regard to the Advertising Services to be performed.
“Parties” means Publisher and Advertiser.
“Product” means a team-based massively multiplayer online action game specified in the applicable IO.
“Publisher» means the provider of the Advertising Services specified in the Insertion Order.
“Service Fee” has the meaning provided in Section 4 below.
Advertiser engages Publisher, and Publisher undertakes to provide the Advertising Services as specified in the Insertion Order to the benefit of Advertiser.
Publisher acknowledges and agrees that the fact of signature by both Parties of the Insertion Order represents neither Advertiser’s commitment to spend certain amount of money on the Advertising Services specified in such Insertion Order, nor irrevocable authorization by Advertiser to Publisher to perform the Advertising Services. Advertiser shall have the absolute right to immediately terminate the Insertion Order by giving a corresponding notice to Publisher via email at any time before the Advertising Services actually started.
Advertiser shall prepare and provide to Publisher Advertising Materials necessary for the provision of the Advertising Services. Not later than five (5) business days prior to the start of the Advertising Services, Publisher shall communicate to Advertiser all technical and other requirements to the Advertising Materials that Advertiser is required to take into consideration when preparing such Advertising Materials.
All Advertising Materials and other materials provided by Advertiser to Publisher hereunder shall be used exclusively for the purposes of provision of the Advertising Services.
Publisher shall ensure that all Advertising Materials render completely and function properly.
Advertiser may at any time decide to withdraw a particular Advertising Material from publication and/or replace it with any other Advertising Materials at its sole discretion. Advertiser shall notify Publisher about its decision via email and Publisher shall withdraw and/or replace the Advertising Materials as instructed by Advertiser within the time frame as indicated in the email but in no event later than forty eight (48) hours from the receipt of such email from Advertiser. Upon the withdrawal of the Advertising Materials Publisher shall have no right to use such Advertising Materials in the course of performance of the Advertising Services.
In consideration to the provision of the Advertising Services Advertiser shall pay Publisher a compensation specified in the corresponding Insertion Order (the “Service Fee”). The Service Fee might be defined as: (a) a fixed amount, or (b) might be calculated based on the rate for each Deliverable (specified in the IO or agreed via email) and the total number of Deliverables provided within each reporting period.
The Service Fee includes all direct, indirect taxes, commissions, duties, bank charges and other similar levies and expenses that may arise in connection to the present Terms and Conditions and the applicable IO. Advertiser shall pay any banking fees for outgoing bank transfers and Publisher shall pay any subsequent banking fees charged by intermediary banks and the Publisher’s bank. Publisher shall bear all other expenses relating to the receipt of the Service Fee and pay all taxes that may arise in connection therewith.
The Service Fee shall be deemed to be duly paid at the time when the funds are debited from Advertiser’s bank account specified in the applicable IO or another bank account designated for payment by Advertiser.
Service Fee shall be paid to Publisher according to the terms as specified in the applicable IO.
Payment under this Agreement shall be made in EURO. Where currency conversion or exchange is required, it shall be based upon the exchange rate as obtained from the web site ‘oanda.com’ on the date of payment.
For the purposes of the present Terms and Conditions and each applicable Insertion Order, a Deliverable shall mean the following activities:
• if a “CPC” Billing Model is applied – each occasion when end user follows the link contained in the Advertising Materials specified in the IO;
• if a “CPI” Billing Model is applied – each end user’s install (i.e. download, installation and first run) of a particular application after following the link contained in the Advertising Materials specified in the IO;
• if a “CPM” Billing Model is applied – one thousand displays to end users of the Advertising Materials specified in the IO;
• if a “CPA” Billing Model is applied – each end user’s Action specified in the IO;
• if another Billing Model is applied – another activity or a combination of activities specified in the IO.
Any activity or a combination of activities performed by end user at a source or as a result of use of a method listed as restricted in the IO shall not be considered a Deliverable and shall not form a basis for the Service Fee. Unless explicitly stated otherwise in the IO, an incentivized activity or a combination of activities of end users shall not be considered a Deliverable.
If a particular Attribution Window is specified in the IO, only activities performed within the Attribution Window shall form a Deliverable. If end user performs a particular activity or a combination of activities more than once within the same Attribution Window, only the last of such activities or a combination of activities shall form a Deliverable.
Advertiser has a right to change the Attribution Window at any time by providing a reasonable notice via e-mail.
Within three (3) work days after the end of the reporting period specified in the IO, Publisher shall furnish to Advertiser appropriate truthful statements with regard to the scope of the Advertising Services provided during the reporting period (the “Publisher’s Report”). Each Publisher’s Report shall be sent via e-mail and contain at a minimum such essential information regarding the Advertising Services that is required for calculation of the Service Fee due to Publisher at the end of the reporting period and such other additional information as may be requested by Advertiser. Total number of Deliverables provided within each reporting period shall be defined on the basis of the figures generated by Publisher’s automated system that monitors the provision of the Advertising Services and Publisher’s Report.
In the event that at the end of the reporting period there is a discrepancy of more than ten percent (10%) between data generated by the Advertiser and Publisher’s Report, the Parties may agree to use Advertiser’s data for the purposes of the definition of the number of Deliverables provided in the reporting period. In the event that the Parties are not able to reach an agreement with regard to which report to use (Publisher’s or Advertiser’s), the Parties may decide to involve an independent third-party specialist at Advertiser’s expense for independent verification of the correctness of both Publisher’s Report and Advertiser’s data. Upon request of Advertiser, Publisher shall grant to such specialist an unhindered free access to all necessary Publisher’s software, documents and information that relate to the provision of the Advertising Services. The purpose of such verification is to determine which report should be used as the basis for the Service Fee calculation.
In addition to the above, within forty eight (48) hours upon Advertiser‘s request sent via e-mail Publisher shall provide to Advertiser such information regarding the progress in the performance of the Advertising Services as will be requested by Advertiser (the “Upon Request Reports”).
CANCELLATION OF ADVERTISING SERVICES
Advertiser may at any time for or without cause cancel the Advertising Services in part or in full, whether provided by Publisher directly, or provided by Publisher through a third-party platform, by sending a forty-eight (48) hours cancellation notice to Publisher via email. The Advertising Services specified in the cancellation notice shall be considered to be cancelled in forty-eight (48) hours from the moment of receipt by Publisher of the cancellation notice from Advertiser (the “Cancellation Moment”).
In the event of cancellation of the Advertising Services Publisher shall be entitled to the Service Fee attributable to the Advertising Services actually performed as of the Cancellation Moment. Upon the Cancellation Moment Publisher shall cease the respective Advertising Services. The Advertising Services performed after the Cancellation Moment shall not be payable by Advertiser.
If the Service Fee has been paid to Publisher in advance, in the event of cancellation of the Advertising Services Publisher shall return to Advertiser the Service Fee reduced by the amount that accounts for the respective Advertising Services actually performed by Publisher as of the Cancellation Moment. Such return payment shall be performed by Publisher within fifteen (15) calendar days of the Cancellation Moment.
Advertiser and/or its licensors own and will own all right, title and interest in and to all Advertising Materials created by Advertiser to the Product and to any other materials provided by Advertiser to Publisher in connection to the provision of the Advertising Services (the “Materials”), together with any and all copyright, trade secret, trademark and other intellectual property rights in any such Materials (“Advertiser’s IP Rights”). Publisher will not contest the validity of Advertiser’s ownership rights or Advertiser’s IP Rights in and to the Materials and hereby waives any moral rights in and to Materials.
Nothing contained in these Terms and Conditions or in any Insertion Order shall be construed as an assignment or grant to Publisher of any ownership right in or to Advertiser’s IP Rights, or any other right, title or interest in or to the Materials. Any use of the Materials shall inure to the benefit of Advertiser.
In performing of the Advertising Services, each Party may be exposed to the other Party’s Confidential Information. “Confidential Information” means information that (i) is marked as confidential or proprietary, (ii) is disclosed under circumstances that would lead a reasonable person to understand that the information is confidential or proprietary, or (iii) is otherwise not known to the general public. Confidential Information may include, but is not limited to, current or future: (a) information, know-how, techniques, methods, information, concepts, ideas or trade secrets; (b) any business, marketing, customer or sales information; (c) any information relating to development, design or operation of technology infrastructure; (d) any information that is received from others that either party is obligated to keep confidential; (e) passwords or other access or security codes necessary to use or provide the Advertising Services or Deliverables; and (f) this Agreement and any communications related to it. Confidential Information may be disclosed in digital or electronic format, in writing, orally, visually, or in the form of drawings, technical specifications, or other tangible items which contain or manifest, in any form, the Confidential Information. Confidential Information does not include information that: (a) is or becomes generally available to the public without unauthorized disclosure; (b) is received by the disclosing party from a third party without restriction against disclosure; or (c) was known to disclosing party without restriction prior to disclosure.
If Publisher collects any data on the users of Advertiser’s Product, such data shall be used exclusively for promotion of the Product according to the applicable IO.
The Parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than in the performance of these Terms and Conditions and the applicable IO. Each party will use commercially reasonable standards and no less care than each party uses with its own Confidential Information to protect the other party’s Confidential Information from unauthorized disclosures for a period of five (5) years from the date of disclosure. Each party acknowledges that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement.
Advertiser represents and warrants to the other that:
(a) it has the power and authority to enter into the present Terms and Conditions and into the applicable IO, and to transfer the rights as provided herein;
(b) it has no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under the IO;
(c) the Advertising Materials will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, privacy, publicity or other intellectual property right of any third party.
Advertiser will indemnify, defend and hold Publisher and/or Publisher’s officers, directors and employees harmless, at its own expense, against any claims, actions, damages and costs (including but not being limited to attorneys’ fees and costs), arising out of or based upon: (i) a claim that Advertising Materials (when they are being provided by Advertiser), Advertiser’s website and/or technology, infringe Intellectual Property or other rights of third parties; or (ii) a breach of any representation or warranty of an Advertiser set forth herein; or (iii) a breach of any other obligations under these Terms and Conditions and the applicable IO.
Any dispute, controversy or claim arising out of or relating to these Terms and Conditions and any applicable Insertion Orders, including but not limited to formation, performance, breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the London Court of International Arbitration in accordance with its rules (LCIA).
The Parties further agree that:
• The appointing authority shall be the LCIA Court.
• The number of arbitrators shall be one.
• The place of arbitration shall be London.
• The language to be used in the arbitral proceedings shall be English.
The governing law of the contract shall be the substantive law of Great Britain.
Notwithstanding any other provision hereof, the applicable Insertion Order may be terminated by the Parties for or without reason by providing a termination notice via email to any of the contact e-mails not later than forty-eight (48) hours prior to the date of termination (the “Termination Date”). Publisher shall be entitled to receive its prorated fees for the duly provided Advertising Services performed up through such Termination Date. All Advertising Materials and other materials shall be returned to Advertiser and Publisher should cease use of any of such materials.
If the Service Fee has been paid to Publisher in advance, in the event of termination of the applicable Insertion Order Publisher shall return to Advertiser the Service Fee reduced by the amount that accounts for the respective Advertising Services actually performed by Publisher as of the Termination Date. Such return payment shall be performed by Publisher within fifteen (15) calendar days of the Termination Date.
Neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such Party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
In the event that either Party is prevented or delayed in the performance of any of its obligations under this Agreement by Force Majeure, that Party shall use all reasonable endeavors without being obliged to incur any expenditure to mitigate the effects of Force Majeure and/or bring the Force Majeure event to a close, or to find a solution by which the Agreement may be performed despite the continuation of the Force Majeure event.
These Terms and Conditions combined with the Insertion Orders and their amendments attached hereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, understandings and agreements between the Parties hereto concerning the subject matter herein.
(i) Neither Party shall assign its rights and obligations under the IO and these Terms and Conditions in whole or in part without prior written consent of the other Party, except for Advertiser, who has the right to assign its rights and obligations under the IO and these Terms and Conditions to its affiliated companies and subsidiaries without consent of Publisher; (ii) nothing contained in these Terms and Conditions and applicable IOs shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or other agency or relationship between Publisher and Advertiser; (iii) neither Advertiser nor Publisher have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein; (iv) any notices under the IO and these Terms and Conditions shall be sent to the addresses set forth in the corresponding IO; (v) the waiver of any breach or default of the IO and these Terms and Conditions will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party; (vi) If any provision contained in the IO is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the Parties, and the remaining provisions of the IO will remain in full force and effect.