Mintads TERMS AND CONDITIONS
ADVERTISERS
Last updated: 30.07.2019
PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR THE
“AGREEMENT”) CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR
USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL
TERMS INCORPORATED BY REFERENCE.
These are the Terms and Conditions that apply to the use, by Publishers,
of the various services available on the Platform.
These Terms incorporate Mintads’s
Privacy Policy,
Cookies Policy
as well as any other policies published on the Website, so by accepting
these Terms, you agree with and accept all the policies published on the
Website.
1. Parties to the Agreement
(“Mintads”) is a company incorporated and
registered in Cyprus under the registration number HE433027, having its
registered address at Boumpoulinas 1, BOUBOULINA BUILDING, 3rd Floor, Office 31, 1060, Nicosia, Cyprus
References in these Terms to “your” or “you” are to the
person/entity who accepts these Terms and agrees to create accounts and
use the services as set out in and under these Terms. You and Mintads
shall together be referred to as the “Parties” and references to
a “Party” shall be to the relevant one of them as the context
requires.
2. Definitions and Interpretation
2.1. The following words and expressions used in these Terms shall have
the following meaning, unless they are inconsistent with the context:
“Account” |
means an account created by an Publisher on the Platform in order to
use the Services.
|
“Advertiser” |
means a person or entity that creates an account on the Platform as
an advertiser, uses the Services, and agrees to follow these Terms.
|
“Additional Payment Terms” |
means an additional Agreement or an appendix to this Agreement
defining payment and invoicing terms other than defined in this
Agreement.
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“Advertiser’s Website” |
means the website that a user is re-directed to after interaction
with Advertising Material Implemented on a Publisher’s Website.
|
“Advertising Campaign” |
means an organized course of action to promote a product or service.
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“Advertising Material” |
means the text, graphics, logos, designs, trademarks and copyrights
for any type of advertising including, but not limited to, banners,
text ads, landing pages, video ads, sites, pop-ups and pop-unders
created by an Advertiser and any other advertising materials
containing a hyperlink, which when implemented in a Publisher’s
Website and clicked on by a web user, send the web user to the
Advertiser’s Website.
|
“Applicable Law” |
means Cyprus law or regulation or any other laws, rules or
regulations of other territories or jurisdictions (as the case may
be) and as may be amended from time to time.
|
“Business Days” |
means a day (other than a Saturday, Sunday or public holiday) where
banks in Cyprus are open for business.
|
“Confidential Information” |
means the terms of this Agreement, all matters relating or connected
to its performance and all information or data of a Party, which is
disclosed or otherwise comes into the other Party’s knowledge or
possession directly or indirectly as a result of this Agreement and
being of a confidential nature.
|
“Charges” |
means the sums payable for the Services, as set out clause 5.2.
|
“Dashboard” |
means the information management tool that visually tracks, analysis
and displays key performance indicators, such as but not limited to
the number of advertising impressions, clicks and actions, which is
available to Publishers on the Platform.
|
“Implementation” |
means incorporation or integration of the Advertising Materials into
the Publisher’s Website which enables web-users to view Advertising
Materials or access any of the Advertiser’s Websites by clicking on
the relevant Advertising Material as incorporated into the
Publisher’s Website and “Implement”, “Implementing” and
“Implemented” shall be construed accordingly.
|
“Inappropriate Content” |
means but is not limited to content which promotes violence,
promotes discrimination, promotes illegal activities, aimed at
political ends, both party political advertising and political
advocacy by non-partisan groups, infringes the Intellectual Property
Rights of any person, involves malware, viruses or fishing offers or
violates advertising regulations or rules of conduct, such as but
not limited to advertising for or in connection with medicinal
products for the purpose of the treatment, prevention or diagnosis
of any disease.
|
“Intellectual Property Rights” |
means:
(i) patents, inventions, designs, copyright and related rights,
database rights, trade marks and related good will, trade names
(whether registered or unregistered), and rights to apply for
registration;
(ii) proprietary rights in domain names;
(iii) knowhow and Confidential Information;
(iv) applications, extensions and renewals in relation to any of
these rights; and
(v) all other rights of a similar nature or having an equivalent
effect anywhere in the world.
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“Misleading Advertising” |
means any advertising which in any way, including its presentation,
deceives or is likely to deceive the persons to whom it is addressed
or whom it reaches and which, by reason of its deceptive nature, is
likely to affect their economic behaviour or which, for those
reasons, injures or is likely to injure a competitor.
|
“Personal Data” |
shall have the meaning as prescribed in the Data Protection Act 2004
as may be amended from time to time.
|
“Platform” |
means the platform created by Mintads, which is available through
the Website, for Advertisers and Publishers.
|
“Publisher” |
means a person or entity that creates an account on the Platform as
a publisher, and who is responsible for the distribution of
Advertising Material on Publisher’s website.
|
“Publisher’s Websites” |
means the web sites or applications which are owned or operated by a
Publisher or are contractually part of a Publisher’s syndication
network in order to Implement Advertising Materials.
|
“Services” |
means the services provided by the Publisher’s, which include the
following:
i) distributing Advertising Material on Publisher’s Website; and;
ii) any other services which are incidental to the above
services.
|
“Website” |
means the domain of www.Mintads.com, or such other domain(s) as
Mintads may determine from time to time to provide the Services.
|
2.2. In these Terms unless otherwise specified:
- references to clauses are to clauses of these Terms;
-
reference to a sub-clause is to a sub-clause of the clause in which
such reference appears, to a paragraph is to a paragraph of the
sub-clause in which such reference appears and to a sub- paragraph is
to a sub-paragraph of the paragraph in which such reference appears;
-
a reference to any statute or statutory provision shall be construed
as a reference to the same as it may have been, or may from time to
time be, amended, modified, or re-enacted after the date of these
Terms;
-
references to writing shall include any models of reproducing words in
a legible and non- transitory form;
-
references to the plural or singular shall be interchangeable as
circumstances require; and
-
headings are for convenience only and do not affect the interpretation
of these Terms
3. Services
3.1. In order to become an Advertiser and use the Services you must
register and create an Account with us.
3.2. You agree to provide accurate and complete information about
yourself during the registration process and you also agree not to
impersonate another person or entity, and not to hide your identity from
Mintads for any reason whatsoever. If you register as a commercial
entity, you declare that you have the required authority to bind that
entity to this Agreement. When you open an Account, Mintads may ask
that you provide certain documents to identify yourself and to verify
the information you have submitted to us upon registration, such as
identification card or a passport, a utility bill, a bank statement or
any document proving their identity issued by a governmental body.
Mintads reserves the right to refuse or reject a registration, at our
own discretion.
3.3. You are only allowed to register to become an Advertiser and/or use
the Services if you are eligible in accordance with the laws of your
jurisdiction or under the laws of any other jurisdiction to which you
may be subject. Mintads has no obligation or capability to, and
therefore does not, verify whether you are eligible to use any of the
Services and we shall not bear any responsibility for your use of the
Services.
3.4. We may directly or indirectly (through third parties), make any
inquiries as we consider necessary to check the relevance and accuracy
of the information provided for verification purposes.
3.5. By becoming an Advertiser and/or using any of the Services you
agree to be bound by these Terms which represent a binding legal
contract between the Parties. You hereby agree to the use of electronic
communication in order to enter into contracts, place orders and other
records and to the electronic delivery of notices, policies and records
of transactions initiated or completed through our application and
platforms. Furthermore, you hereby waive any rights or requirements
under any laws or regulations in any jurisdiction which require original
(non-electronic) signature or delivery or retention of non- electronic
records, to the extent permitted under applicable mandatory law.
3.6. Advertisers are not allowed to hold more than one account with
Mintads for any reason. Mintads shall have the right in its sole and
absolute discretion to permit you to register more than one Advertiser
account. You will need to contact Mintads support to request such
permission.
4. Advertising
4.1. Advertisers are able to use the Services in order to advertise
their goods and services by uploading Advertising Materials on the
Platform.
4.2. By uploading Advertising Materials, you agree that Mintads can
place and deliver the Advertising Material to Publishers in order to
incorporate or embed the Advertising Material onto the Publisher’s
website. In this regard, you grant Mintads an unlimited, non-exclusive,
fully transferable, sub- licensable, worldwide, royalty-free, fully paid
up right and licence to use, reproduce, modify, create derivative works
from, distribute, perform, transmit and display the Advertising
Materials in any format, layout or size on the Platform.
4.3. You are responsible for ensuring that any Advertising Material does
not feature any Inappropriate Content.
4.4. You hereby expressly agree that any Advertising Material does not
and shall not infringe on any third- party rights or breach Applicable
Laws (including but not limited to copyright and trademark laws and
general rights to privacy). You also agree that any Advertising Material
is not and shall not be offensive or defamatory or unlawful in any other
way. Mintads shall have the right to:
-
review and approve any Advertising Material uploaded by an Advertiser
on the Platform. In this regard, Mintads shall have the right in its
sole and absolute discretion to refuse to make available any
Advertising Material which it either disapproves of, or is deemed to
be in breach of these Terms; and
-
remove any Advertising Material which Mintads, acting in its sole and
absolute discretion, either disapproves of, or is deemed to be in
breach of these Terms.
5. Payments
Pre-Pay
5.1. Advertisers must initially fund their Account with at least $100.00
(one hundred US Dollars) to activate their Advertising Campaign(s). If
the balance in your Account is reduced to nil, your Account shall be put
on hold, and all Advertising Campaigns shall be paused, until you
deposit further funds in your Account. As soon as you deposit further
funds in your Account, the Account shall be reactivated, and all
Advertising Campaigns previously paused due to insufficient funds shall
be reactivated.
5.2. You will be able to fund your account by depositing funds into your
Account (a “Deposit”). A Deposit must be made from a bank account,
payment services provider or credit card registered in your name or in
the name of a person who is duly authorised by you to make a Deposit, or
in such other manner as we may agree from time to time. You hereby
authorise Mintads to communicate with your bank to provide or obtain
information required by Mintads or your bank in connection with
providing the Services. You acknowledge and agree that Mintads may
withhold commissions assossiated with the payment method of your choice.
5.3. A Deposit can be made through the Platform by following the
relevant steps. Deposits may only be made in currencies available on the
Platform and through the payment methods listed therein. An order for a
Deposit shall be credited to your Account, within three (3) Business
Days of clearing our bank.
5.4. Invoice information form must be filled out before using certain
payment methods. You expressly accept to be solely responsible for
providing accurate personal data which is fully and legally compliant
for the purposes of invoicing and taxation.
Credit Card Payments
5.5. Before you are able to make a Deposit with a credit card, or at any
time after registering your credit card, we may (in our sole and
absolute discretion):
-
request you to provide additional information and documentation for
the purpose of complying with any “know your customer” or similar
obligations to which we may be subject, in order to obtain consent to
process your credit card; and/or
-
determine that it is necessary to obtain certain other information
about you in order to comply with Applicable Laws and regulations in
connection with using your credit card to make a Deposit.
5.6. You acknowledge and accept that we may refuse or reject any Deposit
until you provide all information and documentation that we may request
under this clause 5.
5.7. You shall, as soon as reasonably practicable, notify Mintads if:
-
your credit card is lost or stolen (regardless of whether you have
already notified your credit card provider); or
-
there are any changes to your credit card details, such as but not
limited to, your billing address, card number and expiration date; or
-
there are any other changes to your credit card account which may
affect the ability of Mintads to process payments on your behalf.
5.8. If, for whatever reason, there is a chargeback of any payment made
to us using your credit card, Mintads shall have the right in its sole
and absolute discretion to suspend or terminate your Account in
accordance with clause 8.1. In the event that your Account is suspended
or terminated in accordance with this clause, the provisions of clauses
8.2 to 8.6 shall apply.
Refund Policy
5.9. You can request a refund of the balance remaining in your Account,
which shall be shown on your Dashboard (“Available Balance”), by
email addressed to
[email protected] (“Refund Request”). A Refund Request must
include details of the reasons for the refund.
5.10. A Refund Request may only be made within twelve (12) months
following the date of your last invoice. You agree that you shall not be
entitled to a refund if a Refund Request is made after this date.
Further, you agree that you shall not be entitled to a refund, even if a
Refund Request is made before this date, if you have breached any of
these Terms.
5.11. Upon receiving a Refund Request, subject to clause 8.5, Mintads
shall, within 30 Business Days, process the refund which is referred to
in the Refund Request. All refunds shall be paid to the same account,
and in the same currency, in which you made a Deposit. Mintads shall
take all necessary steps to verify such account before processing a
refund.
5.12. Refunds may be delayed or unavailable as a result of bank issues,
Mintads downtime or as Mintads may determine in its sole discretion is
necessary to investigate fraud or illegal activity.
6. Fees and charges
6.1. In consideration of the provision of the Services by Mintads, the
Advertiser shall pay the charges, calculated as follows: An Advertiser
may choose between any of the following three pricing models:
- Cost-Per-Mille – cost per 1,000 impressions (“CPM”);
- Cost-Per-Action – cost per 1 conversion (“CPA”);
- Cost per click (“CPC”).
Each pricing model shall be referred to as a “Charge Event”.
An Advertiser shall also set the price for the Advertising Material (the
“Price”). The charge shall be calculated having regard to the
applicable Charge Event and Price.
For example, if an Advertiser has opted for CPM and has set the price at
$1.00, the Advertiser shall be charged a fee of $1.00 for every 1,000
impressions.
6.2. By using Cost-Per-Action (CPA) pricing model using Self-Serivce
Platform you agree to pay for the impressions delivered during the test
period by using Cost-Per-Mille (CPM) model. The charge for the traffic
delivered within the test period shall be calculated based solely on the
number of impressions and CPM rates, determined by Mintads. Test period
is based on campaign's test budget and traffic delivery speed.
6.3. By using the Services you agree to pay the relevant Charges. You
acknowledge that the payment obligations hereunder are based solely on
the number of impressions/clicks/actions, as determined solely by
Mintads, and not on your ability to convert impressions/clicks/actions
to sales or any other criteria. You shall be able to view the number of
impressions/clicks/actions via your Dashboard.
6.4. Upon completion of a Charge Event, you agree that the applicable
Charge may be automatically deducted from your Available Balance.
Post-Pay
6.5. Mintads may, in its sole and absolute discretion, offer you
post-payment terms within your Account. The following clauses of this
clause 6 shall apply to those Advertisers who are on Post-Pay terms.
6.6. In consideration of the provision of the Services, unless otherwise
specified in an Additional Payment Terms, Advertiser shall be on a
credit payment terms "Monthly net0" with Mintads; of which the billing
period is on a monthly basis beginning on the first day of the month and
ending on the last day of the month; and which payment shall be made
within 3 business days after the last day of the billing period.
6.7. Mintads shall invoice you monthly for the charges provided within
billing period in accordance with the Clause 6.5, unless otherwise
specified in an Additional Payment Terms. Payment shall be made to the
account stated on the invoice. Time for payment is of the essence.
6.8. The Advertiser shall pay all amounts stated in invoices in full
without any set-off, counterclaim, deduction or withholding (except for
any deduction or withholding required by law). If any such withholding
or deduction is required, the Advertiser shall, when making the payment
to which the withholding or deduction relates, pay to Mintads such
additional amount as will ensure that Mintads receives the same total
amount that it would have received if no such withholding or deduction
had been required. Mintads may at any time, without limiting any other
rights or remedies it may have, set off any amount owing to it by the
Advertiser against any amount payable by the Advertiser to Mintads.
7. Your Representations and Warranties
By becoming an Advertiser and/or by using the Services you hereby agree,
represent and warrant that:
- you have read understood and accept these Terms;
-
you have the necessary authority and consent to accept these Terms, to
enter into a binding agreement with Mintads and to perform the
obligations set out herein;
-
if you are an individual, you have sufficient legal capacity (in your
jurisdiction) to accept these Terms and to enter into a binding
agreement with Mintads on the terms set out herein;
- all Advertising Materials comply with Applicable Laws;
-
you have all necessary permissions, authorisations, consents, licences
and any other requisite approvals under Applicable Laws to promote the
content of any Advertising Material;
-
you shall not use the Services to advertise any goods or services that
are illegal, such as but not limited to:
i. human trafficking;
ii. money laundering, terrorist financing, proliferation of weapons of
mass destruction;
iii. pornography, adult or mature content;
iv. any goods of services that are illegal or the promotion, offer or
marketing of which is illegal or that are offered in connection with
illegal content, depict children or minors in sexual postures, depict
means of propaganda of signs of unconditional organisations glorifying
war or violating human dignity;
v. any goods or services, promotion, offer or marketing of which would
would violate copyrights, industrial property rights or other rights
of any person;
vi. archaeological findings;
vii. drugs, narcotics or hallucinogens;
viii. weapons of any kind;
ix. illegal gambling services;
x. Ponzi, pyramid or any other “get rich quick” schemes;
xi. goods that are subject to any trade embargo;
xii. media that is harmful to minors and violates laws and, in
particular, the provision in respect of the protection of minors;
xiii. body parts or human remains;
xiv. protected animals or protected plants;
xv. tech support services;
xvi. pages that include
browser/tab lockers, hidden redirects or
parent page redirects; or
xvii. any other illegal goods, services or transactions.
-
you are the owner or are licensed to use the Advertising Materials;
-
Advertising Materials shall not constitute Misleading Advertising.
-
you shall not interfere with or attempt to interrupt the proper
operation of the Platform or the Services through the use of any
virus, device, information collection or transmission mechanism,
software or routine, or access or attempt to gain access to any data,
files, or passwords related to the Services through hacking, passwords
or data mining, or any other means;
-
using the Services is not unlawful or prohibited under the laws of
your jurisdiction or under the laws of any other jurisdiction to which
you may be subject and your use of the Services shall be in full
compliance with applicable laws (including, but not limited to, in
compliance with any tax obligations to which you may be subject in any
relevant jurisdiction);
-
you will comply with any applicable tax obligations in your
jurisdiction arising from your use of the Services;
-
you will monitor all and any changes to your Account and take all
steps to maintain and ensure the confidentiality of your Account’s
credentials, including, but not limited to passwords, emails and/or
usernames;
-
you will immediately inform of any unauthorized use of your Account or
password, or any other breach of security by email addressed to
[email protected]
-
you are responsible for any and all damages caused, and all liability
actions brought against Mintads for any breach infringement of these
Terms or of any third-party rights or violation of any Applicable
Laws;
-
nothing in these Terms excludes or limits the liability of the
Advertiser for fraud, death or personal injury caused by their
negligence, breach of the Terms implied by operation of law or any
other liability which may not be limited or excluded by law;
-
any errors or malfunctions caused by or otherwise related to the
Services including your own failure to properly maintain or use your
Account may result in the loss of any Advertising Materials or funds
held in your Account;
-
you acknowledge and agree that Mintads may, where applicable, make
payments to third parties that help initiate, conclude or maintain a
business relationship between Mintads (or Mintads’s affiliates) and
its clients. These payments may include rebates, commission, widened
spreads, and profit sharing;
-
you will provide Mintads with correct and relevant documents and
personal information upon request. In case you provide counterfeit
documents and false personal information, such behaviour will be
interpreted as a fraudulent activity; and
-
you are responsible for implementing all reasonable and appropriate
measures for maintaining the confidentiality and security of your
Account name, user ID, passwords, personal identification and mobile
unlock codes that you use to access the Platform.
8. Suspension or Termination
For cause
8.1. We reserve the right to suspend or terminate your Account if we
have reason to believe or suspect that you are in breach of these Terms
or other legal obligation (including fraudulent activity or where we
feel that Advertising Materials includes Inappropriate Content or
Misleading Advertising) without prior notice or liability. We also
reserve the right to change, suspend, or discontinue all or any part of
the Services at any time without prior notice or liability.
8.2. Further, should your Account be suspended or terminated you will
lose access to your Account and will not be able to undertake any
transaction on the Platform.
8.3. You understand and agree that you may not be able to access any of
the Services if your Account is suspended. In case the cause of the
suspension is resolved by us, we shall restore your Account and restore
your access to your Account. We shall not be liable to you for any
consequential or indirect loss (such as loss of profits or opportunity)
you may incur as a result of your account being suspended.
8.4. We further reserve the right in our sole discretion, to refuse or
cancel any of our Services, and/or refuse to distribute profits to any
person for legitimate reasons, including, without limitation:
8.4.1. if we have reason to believe that your activities or use of the
Services may be illegal;
8.4.2. if we may be harmed by any fiscal or pecuniary damage due to your
activities on or through the Services; or
8.4.3. if we consider that you have used the Services in a manner which
contravenes any of these Terms at our sole discretion.
8.5. If we terminate your Account in accordance with clause 8.1, you
surrender your right to receive payment of any balance standing to your
credit in your Account and we shall be under no obligation to refund any
balance held in your Account. In the event that any funds are owed to
Mintads upon termination of this Agreement in accordance with clause
8.1, Mintads shall invoice you for the amount due, which shall be
payable in full and in cleared funds within fifteen (15) Business Days
of the date of the invoice.
Without cause
8.6. Either Party may, without prejudice to any other rights they may
have, by giving two (2) days notice in writing to the other Party,
terminate this Agreement without cause.
8.7. On termination of this Agreement, in accordance with clause 8.6:
8.7.1. you shall, within five (5) Business Days following the
termination, pay to Mintads all of Mintads’s outstanding unpaid
invoices and, in respect of the Services performed but for which no
invoice has been submitted, Mintads may submit an invoice.
8.7.2. if the Advertiser has opted for Pre-Pay payment terms, once all
unpaid invoices have been settled in accordance with clause 8.7.1,
subject to clause 8.4, you will be able to recover any such funds held
in your Account. You will need to contact support [email protected]
to request such withdrawal. In the event that any such funds held in
your Account are not sufficient to settle this invoice, Mintads shall
invoice you for the remaining balance, which would be payable in full
and in cleared funds within fifteen (15) Business Days of the date of
the invoice.
8.8. Upon receiving a withdrawal request in accordance with clause
8.7.2, we shall transfer any funds held in your Account to the bank
account, payment services provider or credit card registered in your
name.
9. Intellectual Property
9.1. In this clause 9, “Mintads IP Rights” means in relation to
Mintads, the Platform and Services, all: (i) patents, inventions,
designs, copyright and related rights, database rights, knowhow and
confidential information, trademarks and related goodwill, trade names
(whether registered or unregistered), and rights to apply for
registration; (ii) all other rights of a similar nature or having an
equivalent effect anywhere in the world which currently exist or are
recognised in the future; and (iii) all applications, extensions and
renewals in relation to any such rights.
9.2. Mintads shall grant the Advertiser an unlimited, non-exclusive,
fully transferable, sub-licensable, worldwide, royalty-free, fully paid
up right and licence to use the Platform.
9.3. Except as expressly set out in these Terms, you are not entitled,
for any purpose, to any Mintads IP Rights. We shall at all times retain
ownership, including all rights, title and interests in and to the
Mintads IP Rights and you understand and accept that by using the
Services pursuant to these Terms you shall not:
- acquire or otherwise be entitled to any Mintads IP Rights;
-
make a claim in respect of any Mintads IP Rights or any other
equivalent rights; or
-
use, attempt to use, copy, imitate or modify (whether in whole or in
part) any Mintads IP Rights, except with our prior written consent.
10. Indemnity
10.1. To the fullest extent permitted by applicable law, you will
indemnify, defend and hold harmless Mintads and our respective past,
present and future employees, officers, directors, contractors,
consultants, equity holders, suppliers, vendors, service providers,
parent companies, subsidiaries, affiliates, agents, representatives,
predecessors, successors and assigns (the “Mintads Parties”) from and
against any and all claims, demands, actions, damages, losses, costs and
expenses (including reasonable professional and legal fees) that arise
from or relate to:
- your use of the Services and/or Platform under these Terms;
-
the performance or non-performance of your responsibilities or
obligations under these Terms;
-
your breach of any of the terms and conditions set out in these Terms;
or
- your breach of any rights of any other person or entity.
10.2. Mintads reserves the right to exercise sole control over the
defence, at your sole cost and expense, of any claim subject to an
indemnity set out in clause 10.1.
10.3. The indemnity set out in this clause 10 is in addition to, and not
in lieu of, any other remedies that may be available to Mintads under
Applicable Law.
11. Disclaimers
To the fullest extent permitted by applicable law and except as
otherwise specified in writing by us:
-
the Services and/or Platform are available on an “as is” and “as
available” basis, without any warranties or representations of any
kind, and we expressly disclaim all warranties and representations
relating to the Services (whether express or implied), including,
without limitation, any implied warranties of skill, care, diligence,
quality and suitability, fitness for a particular purpose and
non-infringement;
-
we do not represent or warrant that the Services and/or Application is
reliable, current or defect- free, meet your expectations, or that any
defects will be corrected;
-
we provide no warranties or assurances with respect to the (i)
placement or performance of any Advertising Materials; or (ii) the
number of views/clicks or conversions;
-
we are not responsible for the accuracy of the information present on
any of the Services and the use of the Services is at your own
discretion and risk; and
-
Mintads may from time to time carry out routine and emergency
maintenance of the Website and/or Platform. Mintads shall give the
Advertiser as much notice of any routine or emergency maintenance as
is reasonably possible and where reasonably possible shall endeavour
to perform routine maintenance in such a way as to cause minimal
disruption to the Advertiser.
12. Limitation of Liability
12.1. To the fullest extent permitted by Applicable Law, in no
circumstances shall:
-
Mintads or any of the Mintads Parties (where applicable) be liable
for any direct, indirect, special, incidental or consequential loss of
any kind (including, but not limited to, loss of revenue, income,
business or profits, loss of contract or depletion of goodwill, loss
of anticipated savings, loss of use or data, or damages for business
interruption or any like loss) arising out of or in any way related
to:
1) the use of Services and/or the Platform or otherwise related to
these Terms, regardless of the cause of action, whether based in
contract, tort (including negligence), breach of statutory duty,
restitution or any other legal or equitable basis (even if Mintads or
any of the Mintads Parties have been advised of the possibility of
such losses and regardless of whether such losses were
foreseeable);
2) delays or disruptions to the Services and/or Platform, including
but not limited to, the unavailability or suspension of the Platform
for the performance of routine or emergency maintenance;
3) viruses or other malicious software obtained by accessing the
Services or Platform;
4) the content, actions, or inactions of third parties;
5) a suspension or other action taken with respect to your Account;
6) your need to modify practices, content, or behaviours, or your loss
of or inability to do business, as a result of changes to these
Terms;
7) illegal actions and operations of third persons performed using
counterfeited and/or illegal documents or illegally received data;
-
the aggregate liability of Mintads and the Mintads Parties
(jointly), whether in contract, tort (including negligence), breach of
statutory duty, restitution or any other legal or equitable basis,
arising out of or relating to these Terms or the use of or inability
to use the Services, exceed the total amount of fees received by us
from you under this Agreement in the last three (3) months; and
-
the limitations and exclusions of liability set out in clause 12.1
shall not limit or exclude liability for the gross negligence, fraud
or intentional, wilful or reckless misconduct of Mintads, nor shall
it limit or exclude any losses for which, as a matter of Applicable
Law, it would be unlawful to limit or exclude liability.
12.2. We shall not bear any liability for any damage or interruptions
caused by any computer viruses, spyware, or other malware that may
affect your computer or other equipment, or any phishing, spoofing, or
other attack. We advise the regular use of a reliable virus and malware
screening and prevention software. If you question the authenticity of a
communication purporting to be from Mintads, you should login to your
Account through the Website, not by clicking links contained in emails.
13. Taxation
13.1. You are solely responsible for determining whether any action or
transaction contemplated by these Terms or related to the Services will
give rise to any tax implications on your part.
13.2. You are also solely responsible for withholding, collecting,
reporting, paying, settling and/or remitting any/or all other taxes to
which you may become liable to the appropriate tax authorities in such
jurisdiction(s) in which you may be liable to pay tax howsoever arising.
Mintads shall not be responsible for withholding, collecting,
reporting, paying, settling and/or remitting any taxes (including, but
not limited to, any income, capital gains, sales, value added or similar
tax) which may arise from any action or transaction contemplated by
these Terms or related to the Services.
14. Force Majeure
Neither Mintads nor any member of the Mintads Companies shall be
liable or responsible to you, or be deemed to have breached these Terms,
for any failure or delay in fulfilling or performing its obligations
under these Terms, if and to the extent such failure or delay is caused
by, results from or is otherwise connected to acts beyond its reasonable
control, including, without limitation: (a) acts of God; (b) flood,
fire, earthquake or explosion; (c) war, invasion, hostilities (whether
war is declared or not), terrorist, hacking or cyber threats, attacks or
acts, or other civil unrest; (d) any laws, statutes, ordinances, rules,
regulations, judgments, injunctions, orders and decrees; or (e) action
by any nation or government, state or other political subdivision
thereof, any entity exercising legislative, regulatory, judicial or
administrative functions of or pertaining to government, including,
without limitation, any government authority, agency, department, board,
commission or council.
15. Security
-
You are solely responsible for maintaining the confidentiality of your
Account, including, but not limited to a password, email, wallet
address, balance and all activity including transactions made through
your Account. Mintads personnel will never ask you to disclose your
password. Any message you receive or website you visit that asks for
the password, other than on the Application, should be reported to
Mintads.
-
It is advisable to change your password regularly (at least every
three (3) to six (6) months) in order to reduce the risk of a security
breach in relation to your Account. Mintads also advises you not to
choose a password that is easily guessed from information someone
might know or gather about you or a password that has a meaning. You
must never allow anyone to access your Account or watch you accessing
your account.
-
You must take reasonable care to ensure that your e-mail account(s)
are secure and only accessed by you, as your e-mail address may be
used to reset passwords or to communicate with you about the security
of your Account.
16. Miscellaneous
-
We may amend these Terms from time to time, including where there are
changes to the Services or as may be otherwise required by any laws or
regulatory requirements to which we are subject. The changes will
become effective and shall be deemed accepted by the Account Holder,
the first time the Account Holder uses the Services after the
publishing of the revised Terms and shall apply on a going-forward
basis with respect to any activity initiated after publishing. In the
event that an Account Holder does not agree with any such
modifications, the Account Holder’s sole and exclusive remedy is to
terminate the use of the Services and close the Account.
-
If any term, clause or provision of these Terms is found to be
illegal, void or unenforceable (in whole or in part), then such term,
clause or provision shall be severable from these Terms without
affecting the validity or enforceability of any remaining part of that
term, clause or provision, or any other term, clause or provision of
these Terms, which shall remain in full force and effect.
-
These Terms constitute the entire agreement between the Parties in
relation to its subject matter. These Terms replace and extinguish any
and all prior agreements, draft agreements, arrangements, warranties,
statements, assurances, representations and undertakings of any nature
made by, or on behalf of the Parties, whether oral or written, public
or private, in relation to that subject matter.
-
You acknowledge that by accepting these Terms, you have not relied on
any oral or written statements, warranties, assurances,
representations or undertakings which were or may have been made by or
on behalf of Mintads in relation to the subject matter of these Terms
at any time before your acceptance of them (“Pre-Contractual
Statements”), other than those set out in these Terms. You hereby
waive any and all rights and remedies which might otherwise be
available in relation to such Pre-Contractual Statements.
-
Nothing in these Terms shall be deemed to create any form of
partnership, joint venture or any other similar relationship between
you and Mintads and/or other individuals or entities involved with
the development and deployment of the Services.
-
These Terms and any dispute or claim arising out of or in connection
with their subject matter or formation (including non-contractual
disputes and claims) shall be governed by and construed in accordance
with Gibraltar Law.
-
The Parties irrevocably agree that the Gibraltar courts shall have
exclusive jurisdiction to settle any dispute or claim that arises out
of or in connection with these Terms or their subject matter or
formation (including non-contractual disputes and claims).
-
You acknowledge that by accepting these Terms, you agree on using
contact details provided in your personal account for any
communication method (system email, marketing email, etc.)
17. Contact Us
You can communicate for any reason, whether a complaint or not, with us
by phone or email. Please note that our calls may be recorded so as to
safeguard and protect your interests and for us to ensure the quality of
our services. Mintads may, but are not obligated to, retain any
communication with you.
Mintads TERMS AND CONDITIONS
PUBLISHERS
Last updated: 25.11.2021
PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR THE
“AGREEMENT”) CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR
USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL
TERMS INCORPORATED BY REFERENCE.
These are the Terms and Conditions that apply to the use, by Publishers,
of the various services available on the Platform.
These Terms incorporate Mintads’s
Privacy Policy,
Cookies Policy
as well as any other policies published on the Website, so by accepting
these Terms, you agree with and accept all the policies published on the
Website.
1. Parties to the Agreement
(“Mintads”) is a company incorporated and
registered in Cyprus under the registration number HE433027 , having its
registered address at Boumpoulinas 1, BOUBOULINA BUILDING, 3rd Floor, Office 31, 1060, Nicosia, Cyprus
References in these Terms to “your” or “you” are to the
person/entity who accepts these Terms and agrees to create accounts and
use the services as set out in and under these Terms. You and Mintads
shall together be referred to as the “Parties” and references to
a “Party” shall be to the relevant one of them as the context
requires.
2. Definitions and Interpretation
2.1. The following words and expressions used in these Terms shall have
the following meaning, unless they are inconsistent with the context:
“Account” |
means an account created by an Publisher on the Platform in order to
use the Services.
|
“Mintads Ad Tag” |
means the piece of HTML or JavaScript code that is inserted into the
Source Code that is designed to display or activate the Advertising
Material on a Publisher’s Website.
|
“Advertiser” |
means a person or entity that creates an account on the Platform as
an advertiser, uses the Services, and agrees to follow these Terms.
|
“Advertiser’s Website” |
means the website that a user is re-directed to after interaction
with Advertising Material Implemented on a Publisher’s Website.
|
“Advertising Material” |
means the text, graphics, logos, designs, trademarks and copyrights
for any type of advertising including, but not limited to, banners,
text ads, landing pages, video ads, sites, pop-ups and pop-unders
created by an Advertiser and any other advertising materials
containing a hyperlink, which when implemented in a Publisher’s
Website and clicked on by a web user, send the web user to the
Advertiser’s Website.
|
“Applicable Law” |
means Cyprus law or regulation or any other laws, rules or
regulations of other territories or jurisdictions (as the case may
be) and as may be amended from time to time.
|
“Business Days” |
means a day (other than a Saturday, Sunday or public holiday) where
banks in Cyprus are open for business.
|
“Confidential Information” |
means the terms of this Agreement, all matters relating or connected
to its performance and all information or data of a Party, which is
disclosed or otherwise comes into the other Party’s knowledge or
possession directly or indirectly as a result of this Agreement and
being of a confidential nature.
|
“Charges” |
means the sums payable for the Services, as set out clause 5.2.
|
“Dashboard” |
means the information management tool that visually tracks, analysis
and displays key performance indicators, such as but not limited to
the number of advertising impressions, clicks and actions, which is
available to Publishers on the Platform.
|
“Implementation” |
means incorporation or integration of the Advertising Materials into
the Publisher’s Website which enables web-users to view Advertising
Materials or access any of the Advertiser’s Websites by clicking on
the relevant Advertising Material as incorporated into the
Publisher’s Website and “Implement”, “Implementing” and
“Implemented” shall be construed accordingly.
|
“Inappropriate Content” |
means but is not limited to content which promotes violence,
promotes discrimination, promotes illegal activities, aimed at
political ends, both party political advertising and political
advocacy by non-partisan groups, infringes the Intellectual Property
Rights of any person, involves malware, viruses or fishing offers or
violates advertising regulations or rules of conduct, such as but
not limited to advertising for or in connection with medicinal
products for the purpose of the treatment, prevention or diagnosis
of any disease.
|
“Intellectual Property Rights” |
means:
(i) patents, inventions, designs, copyright and related rights,
database rights, trade marks and related good will, trade names
(whether registered or unregistered), and rights to apply for
registration;
(ii) proprietary rights in domain names;
(iii) knowhow and Confidential Information;
(iv) applications, extensions and renewals in relation to any of
these rights; and
(v) all other rights of a similar nature or having an equivalent
effect anywhere in the world.
|
“Minimum Net Fee” |
means minimum amount required by the payment service in order to
proceed payout
|
“Revenue Share” |
means the percentage (%) of Fees (as such term is defined in clause
5.1), less Mintads’s commission, as determine by Mintads from time
to time.
|
“Platform” |
means the platform created by Mintads, which is available through
the Website, for Advertisers and Publishers.
|
“Publisher” |
means a person or entity that creates an account on the Platform as
a publisher, and who is responsible for the distribution of
Advertising Material on Publisher’s website.
|
“Publisher’s Websites” |
means the web sites or applications which are owned or operated by a
Publisher or are contractually part of a Publisher’s syndication
network in order to Implement Advertising Materials.
|
“Services” |
means the services provided by the Publisher’s, which include the
following:
i) distributing Advertising Material on Publisher’s Website; and;
ii) any other services which are incidental to the above
services.
|
“Source Codes” |
means Mintads’s source codes required to allow Implementation.
|
“Website” |
means the domain of www.Mintads.com, or such other domain(s) as
Mintads may determine from time to time to provide the Services.
|
2.2. In these Terms unless otherwise specified:
- references to clauses are to clauses of these Terms;
-
a reference to a sub-clause is to a sub-clause of the clause in which
such reference appears, to a paragraph is to a paragraph of the
sub-clause in which such reference appears and to a sub- paragraph is
to a sub-paragraph of the paragraph in which such reference appears;
-
a reference to any statute or statutory provision shall be construed
as a reference to the same as it may have been, or may from time to
time be, amended, modified, or re-enacted after the date of these
Terms;
-
references to writing shall include any models of reproducing words in
a legible and non-transitory form;
-
references to the plural or singular shall be interchangeable as
circumstances require; and
-
headings are for convenience only and do not affect the interpretation
of these Terms
3. Services
3.1. In order to become a Publisher and offer the Services you must
register and create an Account with us.
3.2. You agree to provide accurate and complete information about
yourself during the registration process and you also agree not to
impersonate another person or entity, and not to hide your identity from
Mintads for any reason whatsoever. If you register as a commercial
entity, you declare that you have the required authority to bind that
entity to this Agreement. When you open an Account, Mintads may ask
that you provide certain documents to identify yourself and to verify
the information you have submitted to us upon registration, such as
identification card or a passport, a utility bill, a bank statement or
any document proving their identity issued by a governmental body.
Mintads reserves the right to refuse or reject a registration, at its
own discretion.
3.3. You are only allowed to register to become a Publisher and/or use
the Services if you are eligible in accordance with the laws of your
jurisdiction or under the laws of any other jurisdiction to which you
may be subject. Mintads has no obligation or capability to, and
therefore does not, verify whether you are eligible to use any of the
Services and we shall not bear any responsibility for your use of the
Services.
3.4. We may directly or indirectly (through third parties), make any
inquiries as we consider necessary to check the relevance and accuracy
of the information provided for verification purposes.
3.5. By becoming a Publisher and/or using any of the Services you agree
to be bound by these Terms which represent a binding legal contract
between the Parties. You hereby agree to the use of electronic
communication in order to enter into contracts, place orders and other
records and to the electronic delivery of notices, policies and records
of transactions initiated or completed through our application and
platforms. Furthermore, you hereby waive any rights or requirements
under any laws or regulations in any jurisdiction which require original
(non-electronic) signature or delivery or retention of non-electronic
records, to the extent permitted under applicable mandatory law.
3.6. Publishers are not allowed to hold more than one account with
Mintads for any reason. Mintads shall have the right in its sole and
absolute discretion to permit you to register more than one Publisher
account. You will need to contact Mintads support to request such
permission
4. Publishing
4.1. Publishers are able to use the Services in order to Implement
Advertising Materials. In this regard, Mintads grants you a
non-exclusive, worldwide, royalty-free, fully paid up right and licence
to use the Mintads Ad Tag on a Publisher’s Website.
4.2. Mintads shall have the right in its sole and absolute discretion
to review and approve a Publisher’s Website which has been submitted on
the Platform. In this regard, Mintads shall have the right in its sole
and absolute discretion to refuse to accept a Publisher’s Website which
it either disapproves of, or is deemed to be in breach of these Terms.
Mintads may refuse to accept a Publisher’s Website for many reasons,
such as but not limited to:
-
websites that are under construction, incomplete or with extremely
limited audiences or viewerships;
-
websites that infringe on any third-party rights or breach Applicable
Laws (including but not limited to copyright and trademark laws and
general rights to privacy);
- websites which contain Inappropriate Content; and
-
websites which promote any goods or services that are illegal (
“Illegal Content”), such as but not limited to:
i. human trafficking;
ii. money laundering, terrorist financing, proliferation of weapons of
mass destruction;
iii. pornography, adult or mature content;
iv. any goods of services that are illegal or the promotion, offer or
marketing of which is illegal
or that are offered in connection with illegal content, depict
children or minors in sexual postures, depict means of propaganda of
signs of unconditional organisations glorifying war or violating human
dignity;
v. any goods or services, promotion, offer or marketing of which would
would violate copyrights, industrial property rights or other rights
of any person;
vi. archaeological findings;
vii. drugs, narcotics or hallucinogens;
viii. weapons of any kind;
ix. illegal gambling services;
x. Ponzi, pyramid or any other “get rich quick” schemes;
xi. goods that are subject to any trade embargo;
xii. media that is harmful to minors and violates laws and, in
particular, the provision in respect of the protection of minors;
xiii. body parts or human remains;
xiv. protected animals or protected plants; or
xv. any other illegal goods, services or transactions.
4.3. You are responsible for ensuring that a Publisher’s Website which
has been submitted on the Platform does not feature any Inappropriate
Content.
4.4. You hereby expressly agree that a Publisher’s Website which has
been submitted on the Platform does not and shall not infringe on any
third-party rights or breach Applicable Laws (including but not limited
to copyright and trademark laws and general rights to privacy). You also
agree that a Publisher’s Website which has been uploaded on the Platform
is not and shall not be offensive or defamatory or unlawful in any other
way.
4.5. Mintads shall notify the Publisher, via the Dashboard, of its
approval (“Approval”) of a Publisher’s Website which has been
submitted on the Platform. Following an Approval Mintads shall provide
the Publisher with the Mintads Ad Tag Ad Tags to allow the Publisher to
Implement the Advertising Materials.
4.6. Following Implementation, the Adverting Materials may start
generating impressions/clicks/actions.
4.7. The Publisher shall place the Mintads Ad Tag on all appropriate
pages within the Publisher’s Website. A Publisher shall not alter the
Mintads Ad Tag in any way without Mintads’s prior written consent. The
Mintads Ad Tag may not be used on a web page other than one located on
a Publisher’s Website which has been approved by Mintads on the
Platform and may not be distributed or submitted to any newsgroup,
e-mail distribution list, chat room, guest books or any other location
without Mintads’s prior written consent. The Publisher is not allowed
to place Mintads Ad Tag into an iframe without Mintads’s prior written
consent.
4.8. Mintads has zero tolerance against SPAM of any kind, including but
not limited to unsolicited e-mails, bulletin boards (forum) spam, chat
or messengers spam or comments spam. You are responsible for ensuring
that a Publisher’s Website which has been submitted on the Platform does
not contain SPAM of any kind. Mintads reserves the right to terminate
your account, in accordance with clause 7.1, if a Publisher’s Website
contains SPAM of any kind.
5. Payments
5.1. Mintads collects fees from Advertisers (the “Fees”), calculated as
follows:
An Advertiser may choose between any of the following three pricing
models:
- Cost-Per-Mille – cost per 1,000 impressions (“CPM”);
- Cost-Per-Action – cost per 1 conversion (“CPA”);
- Cost per click (“CPC”).
Each pricing model shall be referred to as a “Charge Event”.
An Advertiser shall also set the price for the Advertising Material (the
“Price”). The charge shall be calculated having regard to the
applicable Charge Event and Price.
For example, if an Advertiser has opted for CPM and has set the price at
$1.00, the Advertiser shall be charged a fee of $1.00 for every 1,000
impressions.
5.2. A Publisher shall be entitled to the Revenue Share received from
the applicable Mintads Ad Tag (the “Net Fees”). By providing the
Services you agree to accept the relevant Charges. You acknowledge and
agree that the payment obligations hereunder are based solely on:
-
the number of impressions/clicks/actions, as determined solely by
Mintads,
- Mintads receiving the Fees from the Advertisers,
and not on any other criteria. You shall be able to view the number of
impressions/clicks/actions via your Dashboard.
5.3. You acknowledge and agree that Mintads may make adjustments to the
number of impressions/clicks/actions or to your Account's balance in
case of software errors, server downtime or under any other circumstance
that caused discrepancy in the number of impressions/clicks/actions or
in your Account's balance, in order to remedy and rectify any
inaccuracies.
5.4. You acknowledge and agree that Mintads may make adjustments to the
balance in your Account in the event that there is a chargeback received
from an Advertiser, as this will reduce the Fees received from the
Advertisers and accordingly the amount of the Revenue Share.
5.5. Mintads may, in its sole and absolute discretion, offer you custom
Net Fees, custom Payment Dates and custom
Minimum Net Fee (each a “Custom Term”). Any Custom Term
must be agreed in writing between the Parties. You undertake to Mintads
that you shall not disclose any of the information contained in a Custom
Term to any third party.
5.6. Mintads shall pay the Publisher the Net Fees bi-monthly in arrears
on the 1 st and 16 th day of each month (collectively
“Payment Dates” and each a “Payment Date”) on a NET15
basis provided that each Payment Date falls on a Business Day. If a
Payment Date does not fall on a Business Day, the payment shall be made
on the next Business Day following the relevant Payment Date.
5.7. Payments shall be made to the bank account, payment service
provider account or debit/credit card registered on your Account.
5.8. Mintads utilizes Hyperwallet payment services to deliver payments
to you. Such payment services are subject to the
Hyperwallet Terms of Service and the Hyperwallet Privacy Policy .
5.9 In the event that the Net Fee is less than the “Minimum Net Fee”,
Mintads shall hold payment until the Net Fee exceeds the Minimum Net
Fee. Once the Net Fees have exceeded the Minimum Net Fee, Mintads shall
pay the Publisher the Net Fee on the next Payment Date.
5.10. Mintads has no control, and are not responsible for any fees or
charges that may be imposed by a financial institution (such as a bank
or other payment services provider) on the transfer of the Net Fees to a
Publisher. You agree that any Net Fees received by you may be received
net, after the deduction of any fees or charges imposed on the transfer.
5.11. Mintads may, on a Publisher’s written request, pay the Net Fees
to the Publisher in a currency other than USD (for example, EUR, GBP or
XBT), referring solely to such exchange rate as calculated by Mintads’s
bank or payment provider (the “Conversion”). Mintads shall not
be responsible or liable for any losses which may be suffered by you as
a result of the Conversion, nor shall Mintads be liable for any errors
in the rates of exchange provided by Mintads’s bank or payment
provider.
5.12. Mintads shall, by method of self-billing, send you invoices in
relation to each Payment Date. The invoices shall be generated
automatically having regard to the Charges applicable for each Payment
Date.
5.13. Publisher shall provide Mintads with accurate data which is fully
and legally compliant for the purposes of invoicing and taxation.
5.14. Any Publisher residing in the European Union who has provided a
VAT number expressly warrants that such VAT number is, in its own
country, valid for the issuance of VAT-exempt invoices to Mintads. The
Publisher expressly accepts to be solely liable for any error, direct or
indirect loss or damage arising from the inaccuracy or non-compliance of
such data or the breach of any of the aforementioned warranties and,
accordingly, the Publisher will hold Mintads harmless from any of the
direct or indirect loss or damages. Publisher hereby confirms that
another VAT invoice won’t be issued.
5.15. Publisher shall notify Mintads if his VAT registration number has
changed or cancelled.
5.16. In case there is any claim, administrative proceeding from any
authority, dispute or conflict, in any way due to the inaccuracy or
non-compliance of any data provided by the Publisher, Mintads is
expressly authorized to retain any payments due to the Publisher until
such incident has been resolved.
6. Your Representations and Warranties
- you have read understood and accept these Terms;
-
you have the necessary authority and consent to accept these Terms, to
enter into a binding agreement with Mintads and to perform the
obligations set out herein;
-
if you are an individual, you have sufficient legal capacity (in your
jurisdiction) to accept these Terms and to enter into a binding
agreement with Mintads on the terms set out herein;
-
you shall not attempt to obtain fees by using methods to artificially
and/or fraudulently inflate the volumes of impression/clicks/actions.
These methods include, but are not limited to:
i) framing an ad-banner’s click-through destination;
ii) auto-spawning of browsers, running ‘spiders’ against the
Publisher’s Website; or
iii) using any technique of generating fraudulent
clicks/impressions/actions as determined by Mintads in its sole and
absolute discretion
iv) using incentives to increase volumes of clicks or actions
-
you shall not edit or modify any information in any Advertising
Materials or Ad Tags including, but not limited to, changing the size
of the Advertising Material or making Advertising Material partially
or fully invisible;
- you shall not use the Services to promote any Illegal Content;
-
you are the owner or are licensed to use the Publisher’s Website;
-
you shall not interfere with or attempt to interrupt the proper
operation of the Platform or the Services through the use of any
virus, device, information collection or transmission mechanism,
software or routine, or access or attempt to gain access to any data,
files, or passwords related to the Services through hacking, passwords
or data mining, or any other means;
-
using the Services is not unlawful or prohibited under the laws of
your jurisdiction or under the laws of any other jurisdiction to which
you may be subject and your use of the Services shall be in full
compliance with applicable laws (including, but not limited to, in
compliance with any tax obligations to which you may be subject in any
relevant jurisdiction);
-
you will comply with any applicable tax obligations in your
jurisdiction arising from your use of the Services;
-
you will monitor all and any changes to your Account and take all
steps to maintain and ensure the confidentiality of your Account’s
credentials, including, but not limited to passwords, emails and/or
usernames;
-
you will immediately inform us of any unauthorized use of your Account
or password, or any other breach of security by email addressed to
[email protected]
-
you are responsible for any and all damages caused, and all liability
actions brought against Mintads for any breach infringement of these
Terms or of any third-party rights or violation of any Applicable
Laws;
-
nothing in these Terms excludes or limits the liability of the
Publishers for fraud, death or personal injury caused by their
negligence, breach of the Terms implied by operation of law or any
other liability which may not be limited or excluded by law;
-
any errors or malfunctions caused by or otherwise related to the
Services including your own failure to properly maintain or use your
Account may result in the loss of any Net Fees due to you;
-
you will provide Mintads with correct and relevant documents and
personal information upon request. In case you provide counterfeit
documents and false personal information, such behaviour will be
interpreted as a fraudulent activity; and
-
you are responsible for implementing all reasonable and appropriate
measures for maintaining the confidentiality and security of your
Account name, user ID, passwords, personal identification and mobile
unlock codes that you use to access the Platform.
-
you are not allowed to use, together with Mintads Ad Tag, any
misleading and/or incentive creatives, logos and/or brand names
without written approval of the owners, or confuse and force visitors
to take any action
-
Publisher shall not advertise his Website and/or Referral Link on
Mintads brand name, infringe the intellectual property rights, rights
of privacy or any other rights of Mintads whatsoever.
- you have read understood and accept these Terms;
-
you have the necessary authority and consent to accept these Terms, to
enter into a binding agreement with Mintads and to perform the
obligations set out herein;
-
if you are an individual, you have sufficient legal capacity (in your
jurisdiction) to accept these Terms and to enter into a binding
agreement with Mintads on the terms set out herein;
-
you shall not attempt to obtain fees by using methods to artificially
and/or fraudulently inflate the volumes of impression/clicks/actions.
These methods include, but are not limited to:
i) framing an ad-banner’s click-through destination;
ii) auto-spawning of browsers, running ‘spiders’ against the
Publisher’s Website; or
iii) using any technique of generating fraudulent
clicks/impressions/actions as determined by Mintads in its sole and
absolute discretion
iv) using incentives to increase volumes of clicks or actions
-
you shall not edit or modify any information in any Advertising
Materials or Ad Tags including, but not limited to, changing the size
of the Advertising Material or making Advertising Material partially
or fully invisible;
- you shall not use the Services to promote any Illegal Content;
-
you are the owner or are licensed to use the Publisher’s Website;
-
you shall not interfere with or attempt to interrupt the proper
operation of the Platform or the Services through the use of any
virus, device, information collection or transmission mechanism,
software or routine, or access or attempt to gain access to any data,
files, or passwords related to the Services through hacking, passwords
or data mining, or any other means;
-
using the Services is not unlawful or prohibited under the laws of
your jurisdiction or under the laws of any other jurisdiction to which
you may be subject and your use of the Services shall be in full
compliance with applicable laws (including, but not limited to, in
compliance with any tax obligations to which you may be subject in any
relevant jurisdiction);
-
you will comply with any applicable tax obligations in your
jurisdiction arising from your use of the Services;
-
you will monitor all and any changes to your Account and take all
steps to maintain and ensure the confidentiality of your Account’s
credentials, including, but not limited to passwords, emails and/or
usernames;
-
you will immediately inform us of any unauthorized use of your Account
or password, or any other breach of security by email addressed to
[email protected]
-
you are responsible for any and all damages caused, and all liability
actions brought against Mintads for any breach infringement of these
Terms or of any third-party rights or violation of any Applicable
Laws;
-
nothing in these Terms excludes or limits the liability of the
Publishers for fraud, death or personal injury caused by their
negligence, breach of the Terms implied by operation of law or any
other liability which may not be limited or excluded by law;
-
any errors or malfunctions caused by or otherwise related to the
Services including your own failure to properly maintain or use your
Account may result in the loss of any Net Fees due to you;
-
you will provide Mintads with correct and relevant documents and
personal information upon request. In case you provide counterfeit
documents and false personal information, such behaviour will be
interpreted as a fraudulent activity; and
-
you are responsible for implementing all reasonable and appropriate
measures for maintaining the confidentiality and security of your
Account name, user ID, passwords, personal identification and mobile
unlock codes that you use to access the Platform.
-
you are not allowed to use, together with Mintads Ad Tag, any
misleading and/or incentive creatives, logos and/or brand names
without written approval of the owners, or confuse and force visitors
to take any action
-
Publisher shall not advertise his Website and/or Referral Link on
Mintads brand name, infringe the intellectual property rights, rights
of privacy or any other rights of Mintads whatsoever.
7. Suspension or Termination
For cause
7.1. We reserve the right to suspend or terminate your Account if we
have reason to believe or suspect that you are in breach of these Terms
or other legal obligation (including fraudulent) without prior notice or
liability. We also reserve the right to change, suspend or discontinue
all or any part of the Services at any time without prior notice or
liability.
7.2. Further, should your Account be suspended or terminated you will
lose access to your Account and will not be able to undertake any
transaction on the Platform.
7.3. You understand and agree that you may not be able to access any of
the Services if your Account is suspended. In case the cause of the
suspension is resolved by us, we shall restore your Account and restore
your access to your Account. We shall not be liable to you for any
consequential or indirect loss (such as loss of profits or opportunity)
you may incur as a result of your account being suspended.
7.4. We further reserve the right in our sole discretion, to refuse or
cancel any of our Services, and/or refuse to distribute profits
(including Net fees) to any person for legitimate reasons, including,
without limitation:
7.4.1. if we have reason to believe that your activities or use of the
Services may be illegal;
7.4.2. if we may be harmed by any fiscal or pecuniary damage due to your
activities on or through the Services; or
7.4.3. if we consider that you have used the Services in a manner which
contravenes any of these Terms at our sole discretion.
7.5. If we terminate your Account in accordance with clause 7.1, you
surrender your right to receive payment of any balance standing to your
credit in your Account and we shall be under no obligation to refund any
balance held in your Account.
Without cause
7.6. Either Party may, without prejudice to any other rights they may
have, by giving five (5) Business Days notice in writing to the other
Party, terminate this Agreement without cause.
7.7. Subject to clause 7.4, on termination of this Agreement, in
accordance with clause 7.6, we shall pay any Net Fees due to you up to
the date of termination, provided that the amount is above the Minimum
Net Fee, and this shall be paid to you on the next Payment Date
following the date of termination. If the Agreement is terminated by
Mintads, we shall pay any Net Fees due to you, even if the amount is
below the Minimum Net Amount.
8. Intellectual Property
8.1. In this clause 8, “Mintads IP Rights” means in relation to
Mintads, the Platform and Services, all: (i) patents, inventions,
designs, copyright and related rights, database rights, knowhow and
confidential information, trademarks and related goodwill, trade names
(whether registered or unregistered), and rights to apply for
registration; (ii) all other rights of a similar nature or having an
equivalent effect anywhere in the world which currently exist or are
recognised in the future; and (iii) all applications, extensions and
renewals in relation to any such rights.
8.2. Mintads shall grant the Publisher an unlimited, non-exclusive,
fully transferable, sub-licensable, worldwide, royalty-free, fully paid
up right and licence to use the Platform.
8.3. Except as expressly set out in these Terms, you are not entitled,
for any purpose, to any Mintads IP Rights. We shall at all times retain
ownership, including all rights, title and interests in and to the
Mintads IP Rights and you understand and accept that by using the
Services pursuant to these Terms you shall not:
- acquire or otherwise be entitled to any Mintads IP Rights;
-
make a claim in respect of any Mintads IP Rights or any other
equivalent rights; or
-
use, attempt to use, copy, imitate or modify (whether in whole or in
part) any Mintads IP Rights, except with our prior written consent.
9. Indemnity
9.1. To the fullest extent permitted by applicable law, you will
indemnify, defend and hold harmless Mintads and our respective past,
present and future employees, officers, directors, contractors,
consultants, equity holders, suppliers, vendors, service providers,
parent companies, subsidiaries, affiliates, agents, representatives,
predecessors, successors and assigns (the “Mintads Parties”) from and
against any and all claims, demands, actions, damages, losses, costs and
expenses (including reasonable professional and legal fees) that arise
from or relate to:
- your use of the Services and/or Platform under these Terms;
-
the performance or non-performance of your responsibilities or
obligations under these Terms;
-
your breach of any of the terms and conditions set out in these Terms;
or
- your breach of any rights of any other person or entity.
9.2. Mintads reserves the right to exercise sole control over the
defence, at your sole cost and expense, of any claim subject to an
indemnity set out in clause 9.1.
9.3. The indemnity set out in this clause 9 is in addition to, and not
in lieu of, any other remedies that may be available to Mintads under
Applicable Law.
10. Disclaimers
To the fullest extent permitted by applicable law and except as
otherwise specified in writing by us:
-
the Services and/or Platform are available on an “as is” and “as
available” basis, without any warranties or representations of any
kind, and we expressly disclaim all warranties and representations
relating to the Services (whether express or implied), including,
without limitation, any implied warranties of skill, care, diligence,
quality and suitability, fitness for a particular purpose and
non-infringement;
-
we do not represent or warrant that the Services and/or Application is
reliable, current or defect- free, meet your expectations, or that any
defects will be corrected;
-
we provide no warranties or assurances with respect to the (i)
placement or performance of any Advertising Materials; or (ii) the
number of views/clicks or conversions;
-
we are not responsible for the accuracy of the information present on
any of the Services and the use of the Services is at your own
discretion and risk; and
-
Mintads may from time to time carry out routine and emergency
maintenance of the Website and/or Platform. Mintads shall give the
Publisher as much notice of any routine or emergency maintenance as is
reasonably possible and where reasonably possible shall endeavour to
perform routine maintenance in such a way as to cause minimal
disruption to the Publisher.
11. Limitation of Liability
11.1. To the fullest extent permitted by Applicable Law, in no
circumstances shall:
-
Mintads or any of the Mintads Parties (where applicable) be liable
for any direct, indirect, special, incidental or consequential loss of
any kind (including, but not limited to, loss of revenue, income,
business or profits, loss of contract or depletion of goodwill, loss
of anticipated savings, loss of use or data, or damages for business
interruption or any like loss) arising out of or in any way related
to:
1) the use of Services and/or the Platform or otherwise related to
these Terms, regardless of the cause of action, whether based in
contract, tort (including negligence), breach of statutory duty,
restitution or any other legal or equitable basis (even if Mintads or
any of the Mintads Parties have been advised of the possibility of
such losses and regardless of whether such losses were
foreseeable);
2) delays or disruptions to the Services and/or Platform, including
but not limited to, the unavailability or suspension of the Platform
for the performance of routine or emergency maintenance;
3) viruses or other malicious software obtained by accessing the
Services or Platform;
4) the content, actions, or inactions of third parties;
5) a suspension or other action taken with respect to your Account;
6) your need to modify practices, content, or behaviours, or your loss
of or inability to do business, as a result of changes to these
Terms;
7) illegal actions and operations of third persons performed using
counterfeited and/or illegal documents or illegally received data;
-
the aggregate liability of Mintads and the Mintads Parties
(jointly), whether in contract, tort (including negligence), breach of
statutory duty, restitution or any other legal or equitable basis,
arising out of or relating to these Terms or the use of or inability
to use the Services, exceed the total amount of Net Fees paid to you
from you under this Agreement in the last three (3) months; and
-
the limitations and exclusions of liability set out in clause 11.1
shall not limit or exclude liability for the gross negligence, fraud
or intentional, wilful or reckless misconduct of Mintads, nor shall
it limit or exclude any losses for which, as a matter of Applicable
Law, it would be unlawful to limit or exclude liability.
11.2. We shall not bear any liability for any damage or interruptions
caused by any computer viruses, spyware, or other malware that may
affect your computer or other equipment, or any phishing, spoofing, or
other attack. We advise the regular use of a reliable virus and malware
screening and prevention software. If you question the authenticity of a
communication purporting to be from Mintads, you should login to your
Account through the Website, not by clicking links contained in emails.
12. Taxation
You are solely responsible for determining whether any action or
transaction contemplated by these Terms or related to the Services will
give rise to any tax implications on your part.
You are also solely responsible for withholding, collecting, reporting,
paying, settling and/or remitting any/or all other taxes to which you
may become liable to the appropriate tax authorities in such
jurisdiction(s) in which you may be liable to pay tax howsoever arising.
Mintads shall not be responsible for withholding, collecting,
reporting, paying, settling and/or remitting any taxes (including, but
not limited to, any income, capital gains, sales, value added or similar
tax) which may arise from any action or transaction contemplated by
these Terms or related to the Services.
13. Force Majeure
Neither Mintads nor any member of the Mintads Companies shall be
liable or responsible to you, or be deemed to have breached these Terms,
for any failure or delay in fulfilling or performing its obligations
under these Terms, if and to the extent such failure or delay is caused
by, results from or is otherwise connected to acts beyond its reasonable
control, including, without limitation: (a) acts of God; (b) flood,
fire, earthquake or explosion; (c) war, invasion, hostilities (whether
war is declared or not), terrorist, hacking or cyber threats, attacks or
acts, or other civil unrest; (d) any laws, statutes, ordinances, rules,
regulations, judgments, injunctions, orders and decrees; or (e) action
by any nation or government, state or other political subdivision
thereof, any entity exercising legislative, regulatory, judicial or
administrative functions of or pertaining to government, including,
without limitation, any government authority, agency, department, board,
commission or council.
14. Security
14.1. You are solely responsible for maintaining the confidentiality of
your Account, including, but not limited to a password, email, wallet
address, balance and all activity including transactions made through
your Account. Mintads personnel will never ask you to disclose your
password. Any message you receive or website you visit that asks for the
password, other than on the Application, should be reported to Mintads.
14.2. It is advisable to change your password regularly (at least every
three (3) to six (6) months) in order to reduce the risk of a security
breach in relation to your Account. Mintads also advises you not to
choose a password that is easily guessed from information someone might
know or gather about you or a password that has a meaning. You must
never allow anyone to access your Account or watch you accessing your
account.
14.3. You must take reasonable care to ensure that your e-mail
account(s) are secure and only accessed by you, as your e-mail address
may be used to reset passwords or to communicate with you about the
security of your Account.
15. Miscellaneous
15.1. We may amend these Terms from time to time, including where there
are changes to the Services or as may be otherwise required by any laws
or regulatory requirements to which we are subject. The changes will
become effective and shall be deemed accepted by the Account Holder, the
first time the Account Holder uses the Services after the publishing of
the revised Terms and shall apply on a going-forward basis with respect
to any activity initiated after publishing. In the event that an Account
Holder does not agree with any such modifications, the Account Holder’s
sole and exclusive remedy is to terminate the use of the Services and
close the Account.
15.2. If any term, clause or provision of these Terms is found to be
illegal, void or unenforceable (in whole or in part), then such term,
clause or provision shall be severable from these Terms without
affecting the validity or enforceability of any remaining part of that
term, clause or provision, or any other term, clause or provision of
these Terms, which shall remain in full force and effect.
15.3. These Terms constitute the entire agreement between the Parties in
relation to its subject matter. These Terms replace and extinguish any
and all prior agreements, draft agreements, arrangements, warranties,
statements, assurances, representations and undertakings of any nature
made by, or on behalf of the Parties, whether oral or written, public or
private, in relation to that subject matter.
15.4. You acknowledge that by accepting these Terms, you have not relied
on any oral or written statements, warranties, assurances,
representations or undertakings which were or may have been made by or
on behalf of Mintads in relation to the subject matter of these Terms
at any time before your acceptance of them (“Pre-Contractual
Statements”), other than those set out in these Terms. You hereby waive
any and all rights and remedies which might otherwise be available in
relation to such Pre-Contractual Statements.
15.5. Nothing in these Terms shall be deemed to create any form of
partnership, joint venture or any other similar relationship between you
and Mintads and/or other individuals or entities involved with the
development and deployment of the Services.
15.6. These Terms and any dispute or claim arising out of or in
connection with their subject matter or formation (including
non-contractual disputes and claims) shall be governed by and construed
in accordance with Cyprus Law.
15.7. The Parties irrevocably agree that the Cyprus courts shall have
exclusive jurisdiction to settle any dispute or claim that arises out of
or in connection with these Terms or their subject matter or formation
(including non-contractual disputes and claims).
15.8. You acknowledge that by accepting these Terms, you agree on using
contact details provided in your personal account for any communication
method (system email, marketing email, etc.)
16. Contact Us
You can communicate for any reason, whether a complaint or not, with us
by phone or email. Please note that our calls may be recorded so as to
safeguard and protect your interests and for us to ensure the quality of
our services. Mintads may, but are not obligated to, retain any
communication with you.