Términos y Condiciones

GENERAL TERMS AND CONDITIONS FOR PUBLISHERS ON THE ADCASH PLATFORM

ARTICLE 1 – APPLICABILITY AND OPPOSABILITY OF THE CONDITIONS HEREIN

The general terms and conditions of the partnership contained herein constitute the basis of the commercial negotiation between ADCASH OÜ, a company established under Estonian law with registered offices at Kentmanni 4, 10116 Tallinn, Estonia, listed in the TALLINN companies register under the number 12141869 (hereafter referred to as “ADCASH OÜ”) and any natural or legal person (hereafter referred to as the “Publisher”) having contracted with or wishing to contract with the ADCASH platform via the registration form, in order to commercialise all or part of the advertising space on the site(s) that they publish to advertisers, agencies, advertising sales houses that have signed a service contract with ADCASH OÜ with the purpose of putting into operation one or several campaigns as defined in article 2 of this document.

The conditions herein prevail over all others, in particular those of the Publisher unless specifically agreed in writing by the company ADCASH OÜ.

In any case, the sole fact that ADCASH OÜ does not apply one of the conditions contained herein or does not impose it at a specific moment during its dealings with the Publisher may not be construed as a tacit renunciation of the conditions stipulated herein.

Article 2 – DEFINITIONS

Advertiser: any natural or legal person with whom ADCASH OÜ has entered into contract for the provision of services for the purpose of implementing one or several campaigns accessible on the ADCASH platform.

Campaign: “Program” or “Membership Program” designating the operations set up by an Advertiser with the aim, notably, of increasing the visitor traffic of their site, their sales and/or acquiring new customers, the details of which are available on the ADCASH platform.

Click: the manual and voluntary activation of a hypertext link by an Internet user (taking the form of a banner, text or any other form of advertising) situated on the Publisher’s site and redirecting to a page of the Advertiser’s site.

Commission: designates the remuneration due to the Publisher within the terms of this contract.

Publisher: any natural or legal person having contracted with or able to contract with the ADCASH platform via the registration form, in order to commercialise all or part of the advertising space on the site(s) that they publish.

ADCASH platform: A technological solution offered by the company ADCASH OÜ allowing contact between advertisers using ADCASH OÜ’s services and the selected publishers.

Advertiser site: any website linked with an advertiser participating in a campaign, present on the ADCASH platform, and towards which an Internet user clicking on the link inserted on the Publisher websites may be directed in this case.

Publisher site: any website belonging to a Publisher as defined herein, having been accepted as such by one or several Advertisers, and which can include, within the framework of Programs or Campaigns, links directing Internet users to Advertiser sites.

Tag: a collection of a few lines of code inserted within the source code of the web page support, and - in the majority of cases - placed where the advertisement will appear (for the simple formats). An advertisement tag instructs the visitor’s browser to make a request to the publicity server in order to display the advertisement object (a banner or otherwise). Several tags may be inserted in a page if it is to contain several advertisement spaces.

Traffic: the collection of clicks and transactions made by a Publisher’s visitors on an advertiser site present on the ADCASH platform.

Artificial Traffic: clicks and transactions that result from a fault or whose origin is automatic operations not resulting from Internet user actions, or resulting from the intervention of elements including, but not limited to, bots, robots, requests emanating from electronic mail and chat rooms, script generators and links placed on sites unknown by the Publisher or ADCASH OÜ, and any other click of unclear origin.

Article 3 – PUBLISHER ADMISSION CONDITIONS

3.1 In order to become a Publisher on the ADCASH network, site publishers must first fill in the PUBLISHER registration form available online on the site http://www.adcash.com (http://www.adcash.com/inscription.php) and accept the General Terms and Conditions by ticking the box marked “I have read and understood the general terms and conditions that apply to Publishers on the ADCASH platform and agree to them in their entirety".

The electronic validation of the registration form and general terms and conditions signals the unreserved acceptance of the general terms and conditions in question and the Publisher’s understanding that their electronic signature constitutes proof of their acceptance.

3.2 Any natural or legal person that owns a website open to the public may apply to become a Publisher with the ADCASH platform.

3.3 The ADCASH platform reserves the right to reject without explanation any request for registration. This may notably be the case when the legal definition of the applicant is impossible or inconsistent with reality, or if they own one or several sites:

whose content might be prejudicial to the image or reputation of ADCASH;
which do not comply with the laws and regulations in force or third-party rights, in particular intellectual property rights;
containing content or ideas deemed racist or discriminatory, or promoting or encouraging such positions;
which include pornographic content or may be contrary to the rules of public or moral order;
containing libellous or defamatory content;
practising forced or prompted clicking;
whose legal representative or address are not clearly identified or which, more generally, do not contain the obligatory information for the site’s users as required by law;
containing links to other sites presenting the characteristics detailed above.
As this list is to be taken as non-exhaustive, accepting a contract with an applying Publisher is at the complete discretion of ADCASH OÜ.
3.4 After acceptance of the Publisher on the ADCASH platform, the Publisher will receive by e-mail a reminder of their login and password, entered during the application process, which will allow them to access their Publisher account on the ADCASH platform.
The password and login given to the Publisher remain the property of ADCASH. Notwithstanding, the Publisher must ensure that their access details remain confidential, and takes responsibility for the use that could be make of them in case of loss, theft or use by a third party.
In the case of loss or theft of their access codes, the Publisher must inform the ADCASH without delay.
3.5 The Publisher represents and warrants that they possess all the necessary rights for the publication of the content of their website(s). If this affirmation should prove to be false, ADCASH OÜ will be allowed to terminate its contractual relations with the Publisher without prior notice, without prejudice to eventual damages and interest that it may demand from the Publisher.
3.6 Registering with the ADCASH platform implies full and total acceptance of its general terms and conditions, as evidenced by the explicit acceptance on the application form initially sent to the company ADCASH OÜ. In any case, any website owner using the services of the ADCASH platform is deemed to adhere to the General Terms and Conditions in their totality by the mere fact of use.
3.7 The contact binding the company ADCASH OÜ and the Publisher, including these general terms and conditions, will only come into effect when the Publisher’s request for partner registration on the ADCASH platform has been accepted. This acceptance will be made formal with an e-mail from ADCASH OÜ confirming acceptance of the Publisher’s application.
3.8 The company ADCASH OÜ reserves the right to modify the General Terms and Conditions at any moment without prior notice. In such a case, the company ADCASH OÜ will send the new general terms and conditions to the Publisher by e-mail, using the address supplied by the Publisher on the application form. A message will also be sent to the Publisher’s account.

Article 4 – PUBLISHER’S OBLIGATIONS
4.1 The Publisher agrees to display the advertisements on a part of their site that is visible without scrolling. In addition, the Publisher agrees not to place these advertisements on a page that contains only or principally advertising messages.
4.2 A Publisher account identifies a sole and unique site. A publisher wishing to display an advertisement on several sites (different domain names) must register all of these sites with the company ADCASH OÜ.
4.3 The publisher may not, unless given prior approval by the company ADCASH OÜ, display these advertising messages on a site or medium that has not been validated by the company ADCASH OÜ, even if the site or medium is related to the site, or constitutes its principal medium.
4.4 Installation of the scripts required to display the advertisements on the Publisher’s site is the Publisher’s responsibility and at their charge. The Publisher agrees not to modify or alter the scripts supplied to them by the company ADCASH OÜ without its prior written approval.
4.5 The Publisher may remove the scripts from their pages at any moment. They may also be part of other advertising networks without being obliged to give prior notice to the company ADCASH OÜ.
4.6 - The Publisher agrees to inform the company ADCASH OÜ promptly of all significant changes to the look and/or content of their site.
Simply changing the title of the Publisher’s site as noted in the application form, or changing its hosting site, its size, its objective or its rate of update will in no case incur the automatic termination of the Publisher’s contractual relations with the company ADCASH OÜ.
These relations will continue unchanged, and the advertisements will be inserted in the modified site, unless the company ADCASH OÜ decides differently, notably with regard to one or more of the non-exhaustive criteria listed in paragraph 3.3 of this document.
4.7 – In any event, the Publisher acknowledges itself to be completely independent from the company ADCASH OÜ. Consequently, the Publisher states and guarantees to the company ADCASH OÜ that it has proceeded with, or will proceed with, at its own cost and as its sole responsibility, all the required administrative obligations (Social Security, Tax Office…) concerning the activities they perform via ADCASH platform.
In any event, the Publisher agrees to conform to all laws and regulations, decrees, orders and standard practice concerning the exercise of its activity or activities, whatever they may be, and to make sure personally that they have obtained all the relative authorisations, administrative or otherwise, required for this.
The Publisher must fulfil these obligations so that the responsibility of the company ADCASH OÜ shall not be held liable under any circumstances, by any third party. Otherwise, the Publisher agrees to guarantee the company ADCASH OÜ against the entire amount or amounts which it may be ordered to pay to any other party being caused directly or indirectly by the Publisher’s non-compliance with the obligations detailed in this paragraph 4.7.
4.8 - The Publisher, as head of publication for its site, carries the sole responsibility for its editorial content. Consequently, it guarantees the company ADCASH OÜ against any legal action and agrees to be liable for any claim and guarantee the company ADCASH OÜ against any sums that it may be ordered to pay to a third party being caused directly or indirectly by the editorial content of the Publisher’s site.
4.9 - The Publisher states that, for the operation of its site as noted in the registration form, it is in accordance with the provisions of the French law no. 78-17 dated 6th January 1978 in its current version, relating to Information Technology, files and data protection. The Publisher agrees to state on the homepage of the aforementioned site that it respects French law no. 78-17 dated 6th January 1978 relating to Information Technology, files and data protection.

Article 5 – FRAUD
Any fraudulent activity by the Publisher, having for consequence, either direct or indirect, real or potential, the artificial increase of traffic generated by the Publisher’s site for the advertisers on the ADCASH platform will entail the automatic exclusion of the Publisher and all its sites from the network without prior notice, immediate disconnection from the technical platform, and the immediate, justified dissolution of the contract with no liability for compensation due from the company ADCASH OÜ.
In addition, the company ADCASH OÜ reserves the right to bring any necessary civil or criminal action against the Publisher and to demand, if it so decides, reimbursement of all or part of the amounts unduly paid to the Publisher as well as, if it so decides, damages and compensation.
Fraudulent actions by the Publisher include, but are not limited to:
using one or several procedures in order to generate or try to generate an artificial increase in the activity of the approved sites;
using one or several manoeuvres that require or oblige an internet user to click an advertising message in order to access any element of the site or confirm participation;
using one or several manoeuvres that encourage internet users to click on a banner;
using one or several manoeuvres that give rise to remuneration (clicks, double clicks, e-mail address, etc.);
the implementation or realisation of any canvassing, even if conducted from outside the Publisher’s site, by means of spam, messages left on forums, messages left on real-time chats or any other process.

Article 6 – COMMISSION AND PAYMENT
6.1 The Publisher will receive remuneration, also known as the “Publisher commission” for their participation in the Advertiser Campaigns. The terms of this remuneration and the amounts involved will be determined by the Advertisers for each of the Campaigns.
6.2 The commission amounts are calculated based on the statistics collected by the ADCASH platform, a program owned by the company ADCASH OÜ. This program is deemed the sole source of valid data for the parties. The Publisher acknowledges the trustworthiness of this program, which will prevail in the event of a dispute, with regard to the measurement of all elements (impressions, pages viewed, unique visitors, commissions…) of any type. The Publisher may access their data via the management interface of their account.
6.3 Commission amounts and the way they are calculated will depend on the prices and calculation methods applied to advertisers. Therefore, for certain campaigns (in particular lead campaigns), the data giving rise to the Publisher’s remuneration may first require validation by the Advertiser. If there is a disagreement between the data of the company ADCASH OÜ and that of the Advertiser, the company ADCASH OÜ will attempt to settle the disagreement with the Advertiser in order to communicate the final, agreed figures to the Publisher promptly.
6.4 The company ADCASH OÜ will calculate the Publisher commission monthly, by adding together the amounts of the commission due for its participation in the various Advertiser Campaigns over the previous month. This monthly aggregate figure can be consulted by the Publisher on their account.
An invoice request will be sent to the Publisher once the aggregate amount of their monthly commissions exceeds 100€ (ONE HUNDRED EUROS) before tax, and the advertiser whose advertisements were published on the Publisher’s site, giving rise to these commissions, has paid the company ADCASH OÜ. This invoice request will be sent in accordance with current regulations, notably regarding whether the Publisher is subject to VAT or not, and will be available to download in HTML and PDF format on the Publisher’s account.
As soon as this invoice request has been sent, the Publisher is free to send an invoice for the corresponding amount to the company ADCASH OÜ via their account opened on the ADCASH platform.
6.5 From the 1st - 15th of the month following receipt of the invoice sent by the Publisher to the company ADCASH OÜ, the former will be paid by means chosen in advance, based on the information supplied in the account opened by the Publisher on the ADCASH platform. All fees or commissions incurred by using a payment method different from that initially requested by the Publisher, change of currency or an error in the information supplied are at the Publisher’s charge and will be deducted from their commissions due, or, if the sum to be transferred is insufficient to offset these costs, invoiced directly to the Publisher by the company ADCASH OÜ if the latter has had to advance the amounts in question.
The Publisher acknowledges that the company ADCASH OÜ only forwards funds, and accordingly absolves the company ADCASH OÜ of all responsibility if an Advertiser defaults on payment.

Article 7 – DURATION AND CANCELLATION
The relationship governed by these general terms and conditions is established for an unspecified period.

Each party is within its rights to terminate the commercial relations that bind them, for any reason, by recorded delivery letter (with proof of delivery) or by e-mail, sent by the Publisher to contact@adcash.com or by e-mail from the company ADCASH OÜ to the e-mail address specified by the Publisher on their registration form, giving 48 hours notice. Termination of the contract in no way modifies the rules for payment stipulated in the general terms and conditions.
Upon cancellation, the Publisher is required to remove promptly the scripts provided via the ADCASH platform and installed on the pages of the Publisher’s site(s).

Article 8 –INTELLECTUAL PROPERTY
The fact that the Publisher displays on their site the visuals and brand of an Advertiser gives them no intellectual property rights over the elements that constitute the brand or the products and services of the Advertiser.
The Advertiser, or where applicable the company ADCASH OÜ, remains the sole owner of any data concerning web visitors that may have been gathered via the Publisher’s site. The Publisher expressly acknowledges that they have no claim of any kind to the data collected.

Article 9 – GENERAL DUTY OF CONFIDENTIALITY
The Publisher agrees, as does company ADCASH OÜ, to keep all details of their contractual relations confidential.
At the end of this duty of confidentiality, the Publisher and the company ADCASH OÜ agree not to disclose information of any nature exchanged before or during the time of their contract together, and to take all necessary measures to prevent such disclosure by their officers, servants and agents even after these are no longer in their employ.
The perimeter of information covered by this duty of confidentiality includes the data collected on Advertisers’ sites, for example during a purchase. Consequently, the Publisher agrees not to disclose this information should they have it.
Exceptionally, one of the parties may be released from its obligation of confidentiality for all or part of the information exchanged, but only after prior written agreement from the other party.

Article 10 – RESPONSIBILITY
In the context of their contractual relations, the parties agree that the company ADCASH OÜ exercises due diligence.
Consequently, the company ADCASH OÜ cannot be held liable for any damages incurred by the Publishers, such as trade injury, loss of orders, commercial problems of any kind, or the loss of benefits, clientele or turnover directly or indirectly due to the advertisements displayed on the Publisher’s site.
The company ADCASH OÜ cannot be held responsible for any delay, failure or interruption of the service that occur due to cases of force majeure, external events, actions by a third party or maintenance of its installations.
It is recalled that under no circumstances can either of the two parties be held responsible for failure to fulfil a contractual obligation that is the result of a case of force majeure.

Article 13 - DISPUTE RESOLUTION
13.1. THE PROVISIONS OF THIS CONTRACT ARE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF ESTONIA.
13.2. ANY DISPUTES OR DIFFERENCE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT BETWEEN THE PUBLISHER AND ADCASH OÜ WILL BE SUBMITTED EXCLUSIVELY TO HARJU COUNTY COURT IN ESTONIA.



Anticounterfeiting and Antipiracy Policy of Adcash

DEFINITIONS

Advertiser: any natural or legal person with whom ADCASH OÜ has entered into contract for the provision of services for the purpose of implementing one or several campaigns accessible on the ADCASH platform.

Content: Any form of material or information, whether digital or otherwise provided by an Advertiser to the ADCASH platform.

Publisher: any natural or legal person having contracted with or able to contract with the ADCASH platform via the registration form, in order to commercialise all or part of the advertising space on the site(s) that they publish.

ADCASH platform: A technological solution offered by the company ADCASH OÜ allowing contact between advertisers using ADCASH OÜ’s services and the selected publishers.

Advertiser site: any website linked with an advertiser participating in a campaign, present on the ADCASH platform, and towards which an Internet user clicking on the link inserted on the Publisher websites may be directed in this case.

Publisher site: any website belonging to a Publisher as defined herein, having been accepted as such by one or several Advertisers, and which can include, within the framework of Programs or Campaigns, links directing Internet users to Advertiser sites.

Service: Distribution of Content through the ADCASH platform.

1. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When providing Content to the Adcash platform or acting as a publisher in accordance with terms and conditions established by Adcash and as modified from time to time, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service, providing content and acting as a Publisher is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

2. INAPPROPRIATE CONTENT. You shall not make the following types of Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Adcash reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service. Adcash intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws.

3. COPYRIGHT INFRINGEMENT. Adcash has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Adcash has adopted a policy that provides for the possibility of immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Adcash or of a third party, or otherwise violated any intellectual property laws or regulations. Adcash’s policy is to investigate credible allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Adcash to instruct its subscriber to delete, edit, or disable the material in question, you must provide Adcash with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Adcash to locate the material; (d) information reasonably sufficient to permit Adcash to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Adcash’s designated agent at:

Adcash OÜ
Kaupmehe 7-A10, 10114
Tallinn, ESTONIA
Email: legal@adcash.com

4. ALLEGED VIOLATIONS. In the event that it is determined by Adcash, in its sole discretion, that a publisher or advertiser has engaged in repeat violations of its policy, in addition to any other remedies which might be available, Adcash shall have the right, but not the obligation to terminate the Service of the offending publisher or advertiser without notice. Irrespective of the foregoing, Adcash reserves the right to terminate your use of the Service and/or the Site. To ensure that Adcash provides a high quality experience for you and for other users of the Site and the Service, you agree that Adcash or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Adcash does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Adcash reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Adcash believes that you have violated any of the Terms of Use, furnished Adcash with false or misleading information, or interfered with use of the Adcash Platform or the Service by others.

5. PROCEDURES ON NOTIFICATION. Adcash will accept and process valid, reasonable, and sufficiently detailed notices from rights holders or their designated agents regarding websites participating in Adcash alleged to be principally dedicated to selling counterfeit goods or engaging in copyright piracy and to have no substantial non-infringing uses. To enable Adcash to respond most effectively, such notices should provide information outlined above. Adcash publicly posts the contact information for its designated agent for receiving such notices from rights holders or their designated agents which is as set forth above.
Upon receipt of a valid notice, Adcash may perform an appropriate investigation into the complaint, including a determination of whether the website has a direct contractual relationship with Adcash. Adcash may take steps including but not limited to requesting that the website no longer sell counterfeit goods or engage in copyright piracy, ceasing to place advertisements on that website (or pages within that website) until it is verified that the website (or pages within the website) is no longer selling counterfeit goods or engaging in copyright piracy, or removing the website from the Adcash;
Upon receipt of a valid notice, Adcash may consider any credible evidence provided by the accused website that it is not principally dedicated to selling counterfeit goods or engaging in copyright piracy or has substantial non-infringing uses. Such credible evidence may take the form of a counter-notice containing the elements set forth in 17 U.S.C. § 512(g)(3). In addition, Adcash may also consider any response by the rights holder to credible evidence provided by the accused website in defense of its conduct.

6. OBJECTIVES. The policies and procedures of Adcash is independently designed to achieve reasonable mechanisms to help prevent the participation of websites that are principally dedicated to selling counterfeit goods or engaging in copyright piracy and have no substantial non-infringing uses in Adcash’s advertising programs based on the unique aspects and experience of Adcash. This Statement is not intended to impose a duty on Adcash to monitor its network to identify such websites. Similarly, it is understood that the voluntary best practices reflected in this Statement should not, and cannot, be used in any way as the basis for any legal liability or the loss of any applicable immunity or "safe harbor" from such liability.