Seticom Ads Network(d/b/a Seticom Ads) (the, “Seticom Ads”, “Seticom”, “We”, etc.) is a full-service advertising agency that provides advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services, and
You (the, “Advertiser”, “You”, “Yours”, etc.) is a business that is seeking an agency to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services, and
Seticom Ads has offered its services to the Advertiser, and You has chosen to hire Seticom Ads to perform these services,
therefore, Seticom Ads and Advertiser agree as follows:
1.1. “Ad(s) or Advertisement(s)” means text-based, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar.
1.2. “Advertiser” means the company that has decided to enter into this Agreement and that has decided to assign Seticom Ads Network to provide the Services in accordance with the provisions of this Agreement.
1.3. “Advertiser Account” means the Advertiser’s account at Seticom Ads Network for deposit of money and managing of Campaigns.
1.4. “Content” means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement.
1.5. “Effective Date” means the date of adoption by Advertiser terms of this Agreement or in the absence of its signature, the date
when the Advertiser set up an Advertiser Account with Seticom Ads Network.
1.6. “Seticom Ads Network” means Seticom Ads Network’s digital advertising network, including advertisers and publishers.
1.7. “Seticom Ads Network Property” means any website, application, content, property or any other media owned, operated, or provided by a company within the Seticom Ads Network upon which Seticom Ads Network places Ads.
2. The Service.
2.1. Seticom Ads Network shall provide Advertiser with advertising space on the Seticom Ads Network. Seticom Ads Network will monitor, track and report its Services in a manner and on a schedule as determined by Seticom Ads Network.
2.2. Seticom Ads Network will implement, monitor, track and report an agreed Campaign. Seticom Ads Network will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. Seticom Ads Network will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
2.3. Seticom Ads Network does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any Seticom Ads Network Property.
3. Costs incurred, Contents and positioning
3.1. Advertiser shall submit Contents for all Ad types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by Seticom Ads Network.
3.2. Unless otherwise agreed in writing by Seticom Ads Network, the positioning of Ads on a Seticom Ads Network Property is at Seticom Ads Network's sole discretion.
3.3. If Advertiser asks Seticom Ads Network to carry out the posting or modification of a Campaign or any element of the Campaign (including without limitation through an authorisation for Seticom Ads Network to optimise Campaigns generally), Seticom Ads Network will carry out such posting and/or modification within 48 hours. Any such posting or modification carried out by Seticom Ads Network shall be deemed approved by Advertiser from the earlier of: (i) confirmation from Advertiser, and (ii) the end of the 12th hour following the posting or modification carried out by Seticom Ads Network. If Advertiser does not approve of the posting or modification, it must notify Seticom Ads Network via e-mail within 12 hours of the posting or modification.
3.4. Advertiser is solely responsible for all: (i) Contents generated by or for Advertiser; (ii) properties to which a Content directs users (including without limitation content on the domain or landing page reached by clicking on the Content URLs ; and/or (iv) Advertiser Services.
4. Fees, Payment and Advertiser Account
4.1. All stats and reported numbers for the purposes of billing and general delivery reporting are based on Seticom Ads Network’s server reports unless otherwise mentioned in Insertion Order (the “IO”).
4.2. The Advertiser shall make a deposit of money to its Advertiser Account. The Advertiser Account may be managed either by the Advertiser directly or, as agreed, by Seticom Ads Network.
4.3. Var1: Advertiser shall remit payment to Publisher within 10 days of receiving an invoice from Publisher.
Var2: Advertiser will pay Net 30. All payments will be based upon Publisher’s numbers and measured statistics.
4.4. Advertiser has to control spending of advertising budget and undertakes to inform Publisher in written about further actions to optimize such campaign.
4.5. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Seticom Ads Network may be shared by Seticom Ads Network with companies who work on Seticom Ads Network’s behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Seticom Ads Network and serving customers account.
4.6. Seticom Ads Network shall not be liable for any use or disclosure of such information by such third Party.
4.7. Advertiser shall be responsible for any pricing, Bid, Ad Unit Values, Bidding Terms, account configuration or category classifications errors or other errors (“Buyer Errors”) resulting in a completed transaction (Ad Unit served) and the Company shall be liable for any payments due in connection with the completed transaction. The Company acknowledges that:
– all executed transactions are final;
– notification of Buyer Errors must be reported by the Company within 24 hours;
5. Seticom Ads Network’s limited warranty
5.1. Seticom Ads Network warrants that the Service will perform substantially and materially in accordance with this Agreement and under normal use and circumstances, and for the purpose intended.
5.2. Except for the express warranties set forth above and to the extent permitted by law Seticom Ads Network expressly disclaims all other warranties of any kind with respect to the Service, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the Services will be uninterrupted, completely secure and/or free of software errors.
5.3. Seticom Ads Network furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, Campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, Campaigns or Contents on any web sites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.
6. Advertiser´s Representations and Warranties
6.1. Each party will make every effort to uphold the highest ethical and commercial standards. If Advertiser requests that advertisements be removed from or not placed in any context that harms the goodwill or reputation of Advertiser, Publisher will promptly comply with such request.
Publisher has the right to deny any advertising material that includes inappropriate content, and reserve the right to terminate any campaign running content deemed inappropriate by Publisher. Such content includes, but is not limited to, pornographic/adult/ offensive/ hacking/ cracking or illegal advertisement or content. In case where advertisements are placed in such locations, Publisher reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the company and/or set a financial penalty, based on the damages caused to Publisher.
Advertiser provides software for advertising free from any spy- or malicious software. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.
Advertiser will defend, indemnify and hold harmless Publisher or its affiliates and representatives from damages, liabilities, costs, and expenses (incl. attorneys’ fees) resulting from any claim, judgment or proceeding brought by a third party.
Advertiser hereby agrees not to attempt to contact advertisement distributors in Publishers ad network directly in order to purchase ad space from them or engage in practice that would be deemed directly competitive to the efforts of Publisher in its attempts to represent distributor’s ad spaces.
In case of violation of its obligations under present IO by Advertiser, Publisher reserves the right to stop providing services and withhold Advertisers’ remuneration.
6.2 Advertiser accepts and acknowledges the full responsibility in the event that the Contents in a Campaign would be deemed illegal in any jurisdiction.
6.3 Advertiser is aware of that File Sharing Sites might include sites deemed illegal in some jurisdictions and hereby accepts and acknowledges all responsibility in the event of a legal claim in respect of Ads published on such sites.
6.4 Advertiser accepts Ad(s) to be published on sites such as, including but not limited to, streaming sites, file sharing sites, adult sites and File Sharing Sites.
6.5 Each Party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either Party's liability for fraud.
6.6 In order to be eligible to become an advertiser of software or other applications, Your software or applications must meet the following criteria:
- not to generate or facilitate unsolicited bulk commercial email;
- not to violate, or encourage the violation of, the legal rights of others;
- not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
- not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
- it must not to alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly;
Advertiser will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. Advertiser will promptly notify Publisher of any unauthorized use of, or access to, the software or application of which it becomes aware.
Advertising software shall be installed only with the consent of the user, and shall provide ability of its removal without special additional programs.
Advertiser agrees to indemnify and hold Seticom Ads Network, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.
8. Rejection of Campaign content
8.1. Seticom Ads Network has, in its sole discretion, the right, without any liability, to deny any advertising material that includes inappropriate content such as, including but not limited to, the following examples:
- child pornography;
- illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc);
- hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
- violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
- illegal substance;
- pharma products;
- adware, malware, viruses, fishing offers;
- creatives should not contain the words like "your sofware is outdated", "your device is infected", "viruses found" etc. No misleading ads, providing false info to the user;
- false or deceptive investment advice, and others;
8.2. Advertiser further acknowledges and accepts that Seticom Ads Network may stop a Campaign in case Advertiser’s site include inappropriate content as described under section 8.1 above.
8.3. In order to ensure compliance with this section 8, Advertiser must notify Seticom Ads Network in writing of any changes to the content on Advertiser’s site which could be deemed inappropriate content.
Advertiser hereby agrees not to contact websites in the Seticom Ads Network in order to purchase advertisement space from them or engage in practice that would be deemed competitive to the efforts of Seticom Ads Network in its attempts to represent the website’s advertising spaces.
10.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).
10.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance.
10.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
10.4. The foregoing obligations under this section shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.
10.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
10.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.
11.1. Either party may cancel the ads campaign and terminate present Agreement with 48 hours’ written notice to the other party.
11.2. Seticom Ads Network shall be entitled, with immediate effect, to stop Advertiser’s Campaign or to prematurely terminate this Agreement in writing where: (a) Advertiser uses the Service in a manner that entails the perpetration of a crime; (b) Advertiser uses the Service in a manner that occasions losses or the risk of loss for Seticom Ads Network or any third Party; (c) it may be reasonably assumed that a continued Campaign violates governing law; (d) notwithstanding reminders, Advertiser fails to pay agreed fees to Seticom Ads Network within a stated time; (e) Advertiser otherwise fails to comply with this Agreement and such breach of contract is material; or (f) Advertiser is placed into insolvent liquidation or is otherwise insolvent.
11.3. This Agreement will be automatically terminated when the Advertiser Account has not been in use for more than three (3) months.
12.1. Seticom Ads Network shall be entitled, in whole or in part, to assign its rights and obligations under this Agreement to a company within the same de jure or de facto group of companies as Seticom Ads Network without Advertiser’s prior consent.
12.2. Advertiser shall not be entitled to assign its rights or obligations under this Agreement without Seticom Ads Network’s prior written consent.
13. Entire agreement and variation
Seticom Ads Network reserves the right to amend the terms and conditions of this Agreement. The Advertiser shall be informed of such amendments by e-mail or through the information being made available on Seticom Ads Network’s website. The Advertiser shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available on Seticom Ads Network’s website. Where the Advertiser does not accept the amendment, the Advertiser shall be entitled, within thirty (30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published on the website, provided that the changes have an adverse effect, that could not be considered as minor, on the Advertiser, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Advertiser within the aforementioned time, the Advertiser shall be deemed to have accepted the new terms and conditions.
14. Governing law and disputes
14.1. This Agreement and the ensuing relationship between Seticom Ads Network and Advertiser shall be construed in accordance with, and governed by, the laws of Romania. The United Nations Convention on the International Sale of Goods shall have no application to this Agreement.
14.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by a court in Romania.
Refund could be applied only upon written request containing reasons for your refund to firstname.lastname@example.org in following cases:
• Ad campaign cannot be launched due to reasons included but not limited to:
noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by Seticom Ads Network's administration.
• The Advertiser may request to stop the campaign. In such an event the Advertiser must request all the advertisements to be locked first, campaign be stopped and send a request to email@example.com. Campaign Name and ID must be used as the Subject of the “Stop and Refund” email.
Refund will be made in the amount of unused funds. Amount must be calculated based off Seticom Ads Network's reporting system.
A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s account registration.
Seticom Ads Network
Energiei Street No.5
Tel.: +40 755 485 231