Terms of Service

THIS IS A LEGAL AGREEMENT BETWEEN YOU ( “ADVERTISER” or “YOU”) AND Yenisei Holdings Limited (HE 372244 Alekou Konstantinou 43, flat/office 104, 2024 Strovolos, Nicosia, https://adness.co/) (“PLATFORM”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE ADVERTISING NETWORK. PLEASE READ THIS AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE “SIGNUP” BUTTON AT THE BOTTOM OF THE SIGNUP PAGE. BY PRESSING “SIGNUP” YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PRESS “CANCEL” AND YOU WILL BE UNABLE TO PARTICIPATE IN THE NETWORK.

1. INTERPRETATION

For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:

“Administration Panel” means the interface provided by Platform to you.

“Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups and pop-unders provided by the Advertiser.

“eCPM” means effective cost per mil.

“Impressions” means the number of times Advertising Material is served to a person visiting the Website(s).

“Insertion Order” means a written authorization to display advertisement on Website(s).

“Platform” also describes the technology and service, including software, that places advertisements on Websites.

“Publisher(s)” means one or more customers of the Platform responsible for the distribution of online Advertising Material on its Website(s).

“Publisher´s Website(s)” or “Websites” means the space, including without limitation, homepage, website or e-mail, where the Publisher(s) incorporate or embed the Advertising Material.

“Unique Click” means the number of times, as recorded by Platform, is a user visiting Website(s), as identified by IP address, clicks on Advertising Material.

2. SUBJECT MATTER

  • 2.1 Platform is a self-service accessible through the Administration Panel, and designed to enable the Advertisers via tools for campaign management to manage advertising campaigns and place the Advertising Materials on third-party Internet pages, mobile apps and other online resources by customizing features available for choice in the Administration Panel.
  • 2.2 You must create a personal account to get access to the Administration Panel to manage the scope of the service the Platform provides to you, to receive information on your Account balance and to have access to records of your transactions via the Platform. You can create and improve you campaign on the Platform and select the targeting traffic to reach the audience and get conversions.
  • 2.3 Platform, being a self-service, has some specific and number of features you should be aware before starting working on it:
    • 2.3.1 you shall take any action on the Platform with due care and your sole responsibility for your financial position and business reputation;
    • 2.3.2 the Platform does not make any representations or warranties of any kind, express or implied, about the suitability of the Platform for any purpose;
    • 2.3.3 the Websites you link to are not under Platform’s control, the incorporation of any link to the Websites shall not be considered as our endorsement;
    • 2.3.4 Platform is not an advertising agency. We develop, improve and moderate the Platform as “software as self-service”;
    • 2.3.5 None of our entities and related persons is responsible for any loss sustained by any person using the Platform or its service;
    • 2.3.6 We take no responsibility for, and will not be liable for, the Platform being temporarily unavailable due to any reasons, including technical issues; and
    • 2.3.7 you understand and recognize that we are not party

3. ELIGIBLE AND PROHIBITED CONTENT

  • 3.1 The Platform reserves the right to approve or to deny any Advertiser at any time. If not approved, the Advertiser shall not be granted with access to the Administration Panel or support of the client manager. It is the Advertiser’s obligation to make sure it complies, always, with the Platform’s eligibility rules. The following are examples of websites and Advertisements, that are not eligible for participation by any way in the Platform:
    • 3.1.1 Websites and Advertising Materials which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy.
    • 3.1.2 Websites and Advertising Materials with reference to illicit practices or shock human dignity:
      • 3.1.2.1 Content with sexual and pornographic character, including but not limited to text, image, audio, or video of graphic sexual acts intended to arouse, content promoting underage, non-consensual, or other illegal sexual themes, whether simulated or real, content that may be interpreted as promoting a sexual act in exchange for compensation, content promoting the sexual exploitation of minors, content promoting marriage to a foreigner, content that is made to appear appropriate for a family audience but contains adult themes, including sex, violence, vulgarity, or other depictions of children or popular children’s characters, that are unsuitable for a general audience;
      • 3.1.2.2 Any shocking content, including but not limited to content containing violent language, gruesome or disgusting imagery, or graphic images or accounts of physical trauma, content containing gratuitous portrayals of bodily fluids or waste, content containing obscene or profane language, content that are likely to shock or scare;
      • 3.1.2.3 Content making the apology of voluntary crimes to life, persons the integrity and sexual aggressions, and other similar, including but not limited to content that potentially profit from or exploit a sensitive event with significant social, cultural, or political impact, such as civil emergencies, natural disasters, public health emergencies, terrorism and related activities, conflict, or mass acts of violence; content that claims victims of a sensitive event were responsible for their own tragedy or similar instances of victim blaming; ads that claim victims of a sensitive event are not deserving of remedy or support, any support to animal cruelty;
      • 3.1.2.4 Content of any hacked political materials;
      • 3.1.2.5 Content making the apology of war crimes, crimes against humanity;
      • 3.1.2.6 Content provoking discrimination hate or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race or a religion);
      • 3.1.2.7 Content offering any illegal products or services, fake documents, copied material, or paper mills, drugs or any related paraphernalia, weapons, alcohol, tobacco or any related paraphernalia,
      • 3.1.2.8 Content that uses without authorization third-party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark; and
      • 3.1.2.9 Any material that does not respect particular advertising rules added in the Administration Panel or communicated by a client manager.
  • 3.1.3 Websites and Advertising Materials that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) as well as unsolicited communications by equivalent electronic means (i.e. sms, chat, social networks, etc.).
  • 3.1.4 Websites and Advertising Materials promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.).
  • 3.1.5 Websites and Advertising Materials with illegal, false or deceptive investment advice.
  • 3.1.6 Websites and Advertising Materials that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
  • 3.1.7 Websites and Advertising Materials that are under construction or incomplete.
  • 3.1.8 Websites and Advertising Materials with extremely limited audiences or viewership (less than 50 unique visitors per day).
  • 3.1.9 Websites and Advertising Materials that contain any content violating laws of any state where the Aircraft and the Platform belongs or operates in general, or the laws of any other country if applicable. In particular, those which violate laws on intellectual property, personal data or privacy laws. Advertising Materials shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person's or entity's rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.
  • 3.2 The Advertising Materials and Advertiser’s websites shall only be suitable for all ages.
  • 3.3 The Platform does not control or monitor Advertising Materials in real time. However, any relevant material may be brought to its attention or may be checked for any reason. If the Platform determines that any Advertising Material includes any forbidden content, the Platform may close Advertiser’s account and discontinue access to the Platform without prior notification. In such a case, as a penalty for the breach of this Agreement, the Advertiser shall not be entitled to any refund from the Platform, without prejudice to any other or further liability incurred by the Advertiser.

4. OUR ACCOUNT

  • 4.1 You need to follow the step-by-step web instructions to create your Account. The Account is neither a settlement account, nor a bank account, it is purposed for the recording of transactions and managing the campaign.
  • 4.2 For creation of the Account, you are asked to provide your username and email address. You should create the password which will be used for your verification by the Platform. In case anti-money laundering legislation, know-your-client rules or any other similar rules require Us to collect more data from you, you will be asked to provide the data which respective legislation considers sufficient. When such data are requested but not provided by you within time specified in the request or seven (7) business days as of the receipt of request we may suspend or cancel your Account.
  • 4.3 In respect of your Account and your identification, you hereby represent and warrant us that:
    • 4.3.1 you are 18 or older;
    • 4.3.2 all the information you provided is real and valid;
    • 4.3.3 you do not use any means to mask your true identity or contact information;
    • 4.3.4 you have created the Account for yourself and is not going and will not transfer your Account to anyone without our written permission;
    • 4.3.5 you are not going to and will not use anyone else’s account or password at any time without the express consent of the holder of that Account;
    • 4.3.6 your bank account is in the country which is not blacklisted (neither contained in FATF blacklist, nor in others).
  • 4.4 You are not allowed to have multiple accounts on the Platform.
  • 4.5 We reserve the right to reject your Account registration, suspend or terminate your Account at any time at our sole discretion when it is reasonable for us to believe your activity has violated other third parties’ legitimate interests or does not comply with any applicable law, judicial or administrative order, or in breach of this Agreement, inter alia in following cases:
    • 4.5.1 the information provided by you is false or misleading;
    • 4.5.2 the breach of any of the warranties and/or representations, whether express or implied;
    • 4.5.3 unauthorized transfer of the Account to the third party;
    • 4.5.4 placing prohibited Advertisement Materials;
    • 4.5.5 failing to provide sufficient information required by anti-money laundering, know-your-client or similar laws;
    • 4.5.6 ad fraud. 3.3 The Platform does not control or monitor Advertising Materials in real time. However, any relevant material may be brought to its attention or may be checked for any reason. If the Platform determines that any Advertising Material includes any forbidden content, the Platform may close Advertiser’s account and discontinue access to the Platform without prior notification. In such a case, as a penalty for the breach of this Agreement, the Advertiser shall not be entitled to any refund from the Platform, without prejudice to any other or further liability incurred by the Advertiser.

5. PAYMENTS

  • 5.1 You must make an initial payment to your Account with a minimum deposit (net of nay charges and commissions) of 100 US Dollars - if you use Capitalist, Paxum, USDT, PayPal, Webmoney or 500 US Dollars - if you use bank’s wire before using the Platform. The payment shall be credited to us in US Dollars.
  • 5.2 Fees are calculated on the basis of the terms of campaign such as pricing model, frequency of impressions, ads placement, number of acquisitions, GEOs and other terms.
  • 5.3 Refund could be applied only upon written request containing reasons for your refund to sales@adness.co in case if the service/campaign cannot be launched due to reasons included but not limited to noncompliance of the materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable.
    • 5.3.1Refund will be made in the amount of unused funds. Amount must be calculated based off our system. Bank commissions for the execution of the refund shall be carried by the Advertiser.
    • 5.3.2 Refund shall be applied only to the actual payments made by the Advertiser to us.
    • 5.3.3 A refund request will be considered legitimate ONLY if it has been sent from the email used for Account registration.
    • 5.3.4 User has six (6) months from the last payment date to ask for a refund of the balance remaining on the Account if you have remained in compliance with this Agreement.
    • 5.3.5 The refund may be credited back to the same payment method and same account that was used to make the payment.
    • 5.3.6 The refund request will be processed within 5 business days from the date the request was received.
    • 5.3.7 Payments made in USDT ( both TRC20 and ERC 20) are not refundable.
    • 5.3.8 Refund is not acceptable in case the User breaches terms and conditions of present Agreement or other terms agreed by the parties.
  • 5.4 We reserve the right to conduct our own audit to check and verify whether such technical error occurs. If confirmed by the Platform, a refund will be returned to you by crediting to your Account within 10 working days.
  • 5.5 No refund will be made due to any of the error of downtime of your side.
  • 5.6 The balance remaining in your Account will be refunded via the way you credited it within 30 working days only if the termination of your Account is not due to your violation of this Agreement and agreed by the Platform. In this case, you shall bear the commission fee (10% of the refund amount, but no less than $20).
  • 5.7 Bonuses or any form of credit granted by the Platform are no subject to refund.
  • 5.8 To request a refund, you can contact us via support@adness.co to be attended by one of our agents. Once a return is confirmed, it will be effective on payment method used in the purchase (not by other methods) within a maximum period of 10 business days. 3.3 The Platform does not control or monitor Advertising Materials in real time. However, any relevant material may be brought to its attention or may be checked for any reason. If the Platform determines that any Advertising Material includes any forbidden content, the Platform may close Advertiser’s account and discontinue access to the Platform without prior notification. In such a case, as a penalty for the breach of this Agreement, the Advertiser shall not be entitled to any refund from the Platform, without prejudice to any other or further liability incurred by the Advertiser.

6. PUBLICITY

The Platform is hereby authorized to use the trade names or trademarks of Advertisers for the purposes of this Agreement without any further written approval from the party owning such name or trademark.

7. REPRESENTATIONS AND WARRANTIES

  • 7.1 Advertisers represent and warrant to the Platform that:
    • 7.1.1 All content, products, and services on the Advertiser’s website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe any and all copyrights, trademarks, patents or other proprietary rights;
    • 7.1.2 Their website(s) do not, and will not during the term of this Agreement, contain any forbidden materials, and free of any "worm", "virus", "malware" or other device that could impair or injure any person or entity,
    • 7.1.3 It is generally familiar with the nature of the Internet and will comply with all rules and regulations that may apply, and it will conduct its business in compliance with all applicable laws, rules and regulations;
    • 7.1.4 It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein and the execution of this Agreement and the performance of its obligations will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which such a person is a party or subject to.

8. TERMINATION, CANCELLATION

  • 8.1 The Platform may at any time, in its sole discretion, immediately terminate this Agreement or cancel any Advertising Materials with or without cause. The Platform will make commercially reasonable efforts to notify the Advertiser via e-mail or Administration Panel of any such termination or cancellation within a reasonable period of time.
  • 8.2 Advertiser(s) may cancel any Advertising Materials and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel or via client manager.
  • 8.3 Unless specifically set forth, if either party does not fulfill a material obligation defined in this Agreement, the other party has the right to terminate this Agreement sixty (60) days following written notice to the party in breach, provided that such material breach remains uncured, without prejudice of the right to claim the damages caused to the non-breaching party.4 It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein and the execution of this Agreement and the performance of its obligations will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which such a person is a party or subject to.

9. CONFIDENTIALITY

  • 9.1 You agree not to disclose the Platform Confidential Information without the Platform prior written consent. "The Platform Network Confidential Information" includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation you learn, develop or obtain that relate to the Platform; (ii) click-through rates or other statistics provided to you by the Platform; and (iii) any other information designated in writing by the Platform as "confidential" or any designation to the same effect. The Platform Network Confidential Information does not include information that has become publicly known through no breach by You or the Platform, or information that has been (i) independently developed without access to the Platform Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
  • 9.2 Advertisers acknowledges that the Platform might be ordered by a court or administrative authority to disclose information regarding the services or to disclose Advertiser’s identity under certain. The Platform will be fully entitled to disclose such information upon receiving a request for disclosure from a court or administrative authority which the Platform reasonably deems as being competent to issue such a request.

10. DATA PROTECTION

  • 10.1 Each party shall include conspicuously on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users' personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.
  • 10.2 The Platform has a Privacy Policy at its website which explains the use we make of personal data that you provide to us or that we gather from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records as well as how to request that we cease all contact with you. Please read the Privacy Policy carefully as once you use our services you will be regarded as having read and accepted its terms.
  • 10.3 In accordance with the Platform Privacy Policy, the Platform may transfer your personal data to providers who require access to your personal data in order to provide the services that the Platform has hired from them, and with whom the Platform has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by the Platform are located in countries that do not have a data protection regulation equivalent to the European ("Third Countries"). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties to your privacy, you may contact the Platform at the electronic or postal addresses indicated in the Privacy Policy.
  • 10.4 Advertiser’s privacy policy available to end users shall disclose that third party Advertisers may place cookies on the browsers of visitors to Advertiser’s website(s). In accordance to EU Directive 2002/58/EC as amended by Directive 2009/136/EC, Advertisers must provide end users with clear and comprehensive information regarding any devices (such as cookies or local shared objects) in use at their websites for storing information in the User's terminal equipment or retrieving already stored information from the said terminal equipment. Advertisers must also implement an opt-in system which ensures that the prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end users' terminal equipment.
  • 10.5 Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

11. INDEMNIFICATION. LIMITATION OF LIABILITY

  • 11.1 Indemnification. You agree to indemnify, defend and hold the Platform and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the Platform Network, and (ii) otherwise arising from a relationship with the Platform. You also agree to indemnify the Platform for any legal fees incurred by the Platform, acting reasonably, in investigating or enforcing its rights under this Agreement.
  • 11.2 Limitation of Liability. Under no circumstances will the Platform be liable to Advertisers with respect to any subject matter of these terms and conditions under contract, tort (including negligence), strict liability or other legal or equitable theory, whether or not the Platform has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of these terms, including, but not limited to, loss of revenue or anticipated profits or lost business. These limitations shall apply notwithstanding any failure of essential purpose. In no event shall the Platform’s aggregate liability arising out of these terms and conditions exceed the last month's payments from the Advertiser.0.5 Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

12. VARIATION

  • 12.1 The Platform reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured. The Platform will communicate, by e-mail or electronic means or through the Administration Panel, the modified conditions at least two weeks prior to the effective date. Advertisers who do not object in writing to the modification before the effective date will be deemed to have accepted the respective modification. The Platform will specifically indicate the possibility of objecting to the modification.
  • 12.2 If the Advertisers objects to the new (modified) Terms, the Platform’s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the Platform remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.

13. GOVERNING LAW AND DISPUTE RESOLUTION

  • 13.1 This Agreement shall be governed by and interpreted in accordance with the laws of Cyprus.
  • 13.2 For any matter related to the interpretation or execution of this Agreement, the parties expressly agree to submit any disputes arising from it to the Cypriot courts at the place of the Company. If the Advertisers objects to the new (modified) Terms, the Platform’s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the Platform remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.

14. MISCELLANEOUS

  • 14.1 Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labour disputes (each, a "Force Majeure Event"), such party's performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.
  • 14.2 Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
  • 14.3 Survival. Sections 9 -14 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
  • 14.4 Assignment. The Platform is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party provided that the assignee shall assume all rights and obligations under this Agreement. Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Advertiser may, without the consent of the Platform, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.
  • 14.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient's business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
  • 14.6 Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
  • 14.7 Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
  • 14.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Advertiser(s) to the Platform, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement.
  • 14.9 Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.
  • 14.10 Third Party Rights. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. A person who is not a party to this Agreement shall not have any rights under this Agreement. For any matter related to the interpretation or execution of this Agreement, the parties expressly agree to submit any disputes arising from it to the Cypriot courts at the place of the Company. If the Advertisers objects to the new (modified) Terms, the Platform’s request to so modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the Platform remains unaffected hereby. The possibility of terminating the Agreement will also be indicated specifically.