TERMS & CONDITIONS
EFFECTIVE DATE: 15 JAN, 2017
TERMS & CONDITIONS
EFFECTIVE DATE: 15 JAN, 2017
Welcome to EYWAMEDIA! Thank you for choosing EYWAMEDIA services for your online advertising needs.
This document Terms and Conditions ("T&Cs") is a binding legal agreement between EYWAMEDIA Inc. ("EYWAMEDIA") and the party using the Service as an Advertiser ("Advertiser", means a customer or advertising agency which create the advertising material to display on the publisher's sites).
By using our services, you are agreeing to these terms. If you are not agreeing with any of these terms, please do not use the services.
This contract shall start on the date on which you ("Client", "you", or "your") accept these conditions upon your registration with EYWAMEDIA and shall remain in full force and effect unless and until terminated by either party. By choosing to use our services for you or entering into this agreement on behalf of a company or other legal entity (as an advertising agency on behalf of a client), you are agreeing to the following terms. You warrant EYWAMEDIA that: You have the full power, authority and legal capacity to enter into this agreement on behalf of such corporation or other entity. Since these terms impose certain legal obligations on you, it is important that you read them carefully.
2. Definition of Services and Services Disclaimer
2.1 "Services", as used in this agreement, includes all services that EYWAMEDIA makes available to you ("Client", "you", or "your"), including but not limited to the EYWAMEDIA's Programmatic Ad Exchange Platform, EYWAMEDIA support, and EYWAMEDIA Materials (by download or any other method notified to you). EYWAMEDIA grants the following limited, revocable, non-exclusive, non-assignable right to use EYWAMEDIA's Programmatic Ad Exchange Platform(ADTARBO) for advertisers.
- search for, bid on and purchase ad inventory;
- serve ads (and related links) using our built-in ad server; and,
- track the results of your various campaigns;
2.2 Acknowledge and agree that it is your responsibility to ensure that you have appropriate protection for your computers, software, data and applications including any systems that you use to access the Services or any EYWAMEDIA materials. EYWAMEDIA is not responsible for any computer viruses, worms, software bombs, bugs or similar items that affect your computers, computer systems, software, infrastructure or data as a result of your access to the services or use of the EYWAMEDIA Materials.
2.3 Acknowledge and agree that nothing in this contract guarantees that the services and materials provided by EYWAMEDIA will be free from interruption or errors, there will be periods when the services and materials are unavailable and cannot be accessed. This may be the result of (i) periodic maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks or other hostile actions; or, (iv) other reasons beyond EYWAMEDIA control. EYWAMEDIA shall not be liable for any loss or damage you may suffer as a result of any service or material being unavailable at any time.
2.4 Limitation of liability. You specifically acknowledge and agree that neither EYWAMEDIA, nor its affiliates companies, nor any of their respective directors, officers, employees, consultants or agents, will be liable for any defamatory, offensive or illegal conduct of any user, including you.
3. Limitation on rights
3.1 EYWAMEDIA does not grant you any express or implied right or license (such as any right or license under any patents, trademarks, copyrights or other proprietary or intellectual property rights) except as set forth in this Agreement. Advertiser agrees not to use or authorize the use of the System for any purpose not specified in this Agreement. EYWAMEDIA (or its affiliated companies or licensors, as the case may be) retains all rights in and to the services, including any enhancements.
3.2 EYWAMEDIA may make changes to the Service (including discontinuation of all or part of the Service) at any time. In the event of a material change you shall comply with all reasonable instruction, conditions and security requirements in respect thereof as shall from time to time be notified in writing to you by EYWAMEDIA or updated in EYWAMEDIA website. You will have no right to use, perform, display, reproduce and distribute EYWAMEDIA Materials for any other purpose.
4. Use Restriction
You are prohibited from using the service in any manner not clearly permitted under this agreement. The below list is for illustrative purposes only and is not a complete list of prohibited activities. If you have any doubt whether your intended use of the service is prohibited under this agreement, contact EYWAMEDIA. Only written confirmation signed by an authorized person from EYWAMEDIA is acceptable.
- advertise anything illegal, engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fees, fines, penalties or other liability to EYWAMEDIA or any of its affiliated companies, or to you;
- gain, or attempt to gain, access to the Services, or any portions of the Services, for which you are not authorized by EYWAMEDIA and access the services using an anonymized proxy.
- break the terms for any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make available the Services, except as expressly contemplated herein;
- frame, or utilize framing techniques to enclose, any of EYWAMEDIA trademarks, logos or other proprietary information (such as images, text, page layouts and forms);
- do anything that could disable, overburden or impair EYWAMEDIA', or its partner's, servers, or the proper operation of the Services (such as a denial-of-service attack).
- use a credit card to fund your account or pay fees without the authorization of the credit card holder;
- spread, or facilitate the spread of, any viruses, worms or other malicious computer programs that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
- use any robot, spider, other computer programs, or manual process, to monitor or copy the Services, or any portion of the Services;
- scrape any ads that have been served using the Services, or use any other automated means of data extraction to access, query or otherwise collect any information related to ads that have been served using the Product;
- make any information derived from the Services available to others as a form of market research or competitive intelligence; or,
5. Registration and Account set up
5.1 Confirmation of information: by entering into a contract with EYWAMEDIA you authorize EYWAMEDIA or a third party representative to make any enquires it considers necessary to validate either your identity or any of the information that you have provided, and conduct credit and/or background searches on you and your corporation. You may be required to provide further information, take steps to confirm ownership of an email address or provide copies of identifying documents per operation of the Services (such as a denial-of-service attack).
5.2 Updating information: You must ensure that all information that you provide to EYWAMEDIA is true, accurate, complete and current. If any of the information is, or becomes, incorrect, you must immediately provide EYWAMEDIA with correct information.
5.3 Account setup: Setting up an account with EYWAMEDIA is free of charge. You will choose login credentials including a password for your account and are responsible for all activities that occur through the account or with credentials. You will solely responsible for any unauthorized usage. You will use reasonable measures(use strong password - mixed upper and lower case letters, numbers and symbols) to secure your account credentials and must promptly notify EYWAMEDIA of any breach of security, misuse or unauthorized use of your account or credentials. You should regularly log in to your account and review the details of your spending to ensure that there has not been an unauthorized transaction or other error.
5.4 Account responsibility: You are responsible for ensuring the accuracy of all information you provide in accessing the Services such as entering bid prices, bid criteria, destination URLs. You are responsible for campaign launch after all delivery filters are set and campaign modification made using adjust the budget, suspend or stop a campaign.
5.5 Please note that if your account is inactive for a six-month period (i.e. you have not signed in to your account, you have not added more funds or not run any advertising campaign then EYWAMEDIA may put your account on hold until you request them to activate again.
6. Ad Eligibility Requirements.
Due to the nature of the EYWAMEDIA business, some or all of the below requirements may change over time, you must review each on a regular basis. All ads that you upload to the EYWAMEDIA ADTARBO Programmatic Ad Exchange Platform must comply with the below requirements. EYWAMEDIA will notify you of an update in any of the below requirements by either emailing you (to the email address you have provided) or updated in the EYWAMEDIA website from time to time. Your continued use of the Services after such notification affirms your acceptance;
- EYWAMEDIA ad formats & their technical requirements like size, height, width, etc.
- EYWAMEDIA's Content guidelines apply not only with your ads, but also the landing page to which your ad clicks-through.
- You are responsible to comply to the applicable laws for advertising material based on country you live and any the country where your ads are served.
7. Ad Quality
All the advertisers must need to go through EYWAMEDIA creative validation process to approve each creative (advertisement). EYWAMEDIA creative validation process ensures that all creative as well as landing page validated by a person; someone physically checks that the creative is compliant to all ad eligibility requirements mentioned in section 6 and it is safe to run. Once an ad creative has cleared the validation process and is in running mode advertiser cannot change or edit creative; the advertiser only deletes creative and create new creative, which needs to go through the validation process again.
To increase the likelihood that your ad will be approved, you should ensure that your ad fits within the size parameters specified and complies with all of the applicable submission requirements, does not contain any malicious or prohibited content (Auto redirect, offensive content, deceptive ad, Gambling, Adult, Dating, Alcohol/Tobacco) and comply with IAB policy.
8. Ad Responsibility
8.1 You are solely responsible for all ads that you create, upload or traffic using the Services. EYWAMEDIA is not liable for any loss or damage that your ads may cause to you or others. You represent to EYWAMEDIA that you have all rights and permissions necessary to traffic your ads using the Services. If any damage was caused by your ads to a third party partner, EYWAMEDIA reserves the right to pass your contact details to the affected party.
8.2 EYWAMEDIA may periodically review live ads to ensure on-going compliance with submission requirements, even if an ad has already been approved. EYWAMEDIA reserves the right to remove any ad that it believes is non-compliant with its ad eligibility requirements, or for any other reason. In addition to removing an ad, EYWAMEDIA may also suspend and/or delete your account.
By bidding on ad inventory through the EYWAMEDIA ADTARBO Programmatic Ad Exchange Platform, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted means you have purchased such inventory. Purchases are non-cancellable. Ad inventory purchases are calculated using EYWAMEDIA statistics and data. If these differ from any other statistics or data, EYWAMEDIA measurements will prevail.
10. Payment Methods
10.1 EYWAMEDIA accepts wire transfer and PayPal as payment methods.
10.2 All monetary amounts related to the Services are in U.S. dollars. If you send monetary amounts other than U.S. dollars, they will be exchanged at the rate available to EYWAMEDIA at the time of such exchange officially published by ...
10.3 You are responsible for confirming the accuracy of all information that you provide for each payment (such as contact information, payment amounts and wire information, as applicable).
10.4 EYWAMEDIA uses third-party providers to process payments. As such, EYWAMEDIA is unable to make any guarantees as to how long it will take to post funds to your account. If you send a wire transfer or use PayPal, the processing and posting of funds to your account may take a few days.
You are responsible for all duties, tariffs and taxes related to your use of the Services, except for taxes on income paid or payable by EYWAMEDIA.
You can delete your account at any time by providing EYWAMEDIA with written notice that you wish to do so. EYWAMEDIA will refund the unused balance in your account (if any), minus an administrative fee of 20%, within 30 days. EYWAMEDIA will only send refunds to the source from which payment was made. EYWAMEDIA shall not provide a refund to the advertisers who entered malware, malicious advertising materials or any kind of prohibited content (Auto redirect, Offensive Content, Deceptive Ad, Gambling, Adult, Dating, Alcohol/Tobacco) to EYWAMEDIA Programmatic Ad Exchange Platform. In this case, EYWAMEDIA reserves the right to suspend the user's account immediately.
You hereby agree to defend, indemnify and hold EYWAMEDIA, and its affiliated companies, and each of their respective directors, officers, employees, consultants and agents harmless from any losses, damages, or costs arising from your use of the Services, or your breach of this agreement. This includes, but is not limited to, any losses, damages, or costs resulting from claims that your ads infringe upon any person's intellectual property or other rights.
14. Intellectual Property
14.1 Ad creative license.
EYWAMEDIA needs the right to use your ad to the extent necessary to provide you with the Services, now and in the future. By using the Services, you grant following a non-exclusive, royalty-free, transferable rights to EYWAMEDIA and its affiliates and subsidiaries and suppliers.
- use, display, perform, reproduce, distribute, publish, modify, adapt, and translate such ads, solely in the manner and for the purposes for which the Services are used from time to time
- use and modify any data related to your ads
- use your name, logo, and ads on each of their respective websites and promotional materials
- you have the lawful right to post and distribute that ad to or through the Services and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity.
14.2 EYWAMEDIA property.
'EYWAMEDIA', www.eywamedia.com, , ADTARBO, www.adtarbo.com, sub-domains of www.EYWAMEDIA.com and the EYWAMEDIA logo are, trademarks of EYWAMEDIA, its affiliated companies, and/or its licensors; you may not copy, imitate or use any of these without EYWAMEDIA' prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of EYWAMEDIA, its affiliated companies, and/or its licensors; you may not copy, imitate, or use any of these without EYWAMEDIA' prior written consent. You acknowledge and agree that all right, title and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of EYWAMEDIA, its affiliated companies, and/or its licensors, and is protected by applicable intellectual property and other laws.
14.3 Identification as a custome. You grant EYWAMEDIA and its affiliated company’s permission to identify you as a customer. This includes using your name, trade name, and trademark (if applicable) and generally describing your business in their marketing materials and website.
- Deletion or suspension of your account. EYWAMEDIA reserves the right to suspend or delete any account in its sole discretion. If EYWAMEDIA suspends or deletes your account: (i) EYWAMEDIA is not obligated to provide you with a reason for its actions; and, (ii) EYWAMEDIA will refund the unused balance remaining in your Account if any minus 20% an administrative fee of 20%, within 30 days except cases when an advertiser has entered malware or other malicious advertising materials to EYWAMEDIA programmatic ADTARBO Ad Exchange Platform. In this case, EYWAMEDIA reserves the right to suspend the user's account without providing a refund.
- Deletion of your account for breach. If you breach any of the terms of this agreement, EYWAMEDIA may suspend or delete your account. If EYWAMEDIA deletes your account for breach of the terms of this agreement, EYWAMEDIA will refund the unused balance remaining in your account, if any, minus liquidated damages in an amount equal to 50% of such remaining balance, within 30 days of receiving written instructions from you as were to refund the balance. You may be required to provide additional information or documentation in order for EYWAMEDIA to confirm your identity, before any refund request will be processed.
- Related Accounts. If EYWAMEDIA deletes your account your right to access the Services immediately terminates. You will not be permitted to open a new account. If EYWAMEDIA suspects that you are operating, or associated with, another account (based on its analysis of subscriber data, account content and other information), EYWAMEDIA may suspend or delete such 'related' account, as well.
- Effect of deletion or closing. If your account is suspended or deleted, your right to access the Services immediately terminates. In such a case, you must immediately destroy all copies of downloaded materials in your possession or control, and immediately cease accessing the Services.
- Confidentiality. You must keep all information and data made available to you through the Services (including publisher information, publisher website statistics, and inventory prices) strictly confidential, and not use such information and data for any purpose other than your own internal use.
- Suggestions. EYWAMEDIA does not pay for any suggestions regarding the Services, or any improvement to processes, procedures, marketing or any other matter (collectively "Suggestions"). Any suggestions that you submit to EYWAMEDIA become the property of EYWAMEDIA. EYWAMEDIA will not: compensate you for any such Suggestion; have any obligation of confidentiality with respect to any such Suggestion; or, be liable to you for any use or disclosure of any such Suggestion. You grant EYWAMEDIA a royalty-free, irrevocable, unrestricted, non-exclusive, sub-licensable, assignable, worldwide license to use, modify, copy, sublicense, transmit, publish, create derivative works from, publicly perform and display any Suggestion for any purpose, commercial or otherwise, without compensation or liability to you or to any third party.
- No joint venture. No joint venture, partnership, employment or agency relationship exists or is created between you and EYWAMEDIA, or any of its affiliated companies, as a result of this agreement or your use of the Services.
- Headings. The division of this Agreement into sections and subsections, and the insertion of headings, is for convenience of reference only. It is not intended to affect the construction or interpretation of this agreement.
- Assignment. You may not transfer or assign any rights or obligations you have under this agreement without EYWAMEDIA prior written consent. EYWAMEDIA may transfer or assign this Agreement, or any right or obligation under this agreement, at any time, and is not required to provide you with notice of such assignment. Upon such assignment, the assignee becomes responsible for, and you release EYWAMEDIA from, all of EYWAMEDIA assigned obligations.
- To Enure. This agreement enures to the benefit of and binds you and EYWAMEDIA, and your/EYWAMEDIA respective heirs, executors, administrators, successors and permitted assigns, as applicable.
- Severability. The invalidity or unenforceability of any provision of this agreement does not affect the validity or enforceability of any other provisions of this agreement, and any such invalid or unenforceable provision is deemed to be severable.
- Force majeure. In addition to applicable disclaimers stated above, EYWAMEDIA performance under this agreement is excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or another third-party information provider (s), third party software, or communication method interruptions.
- Governmental or other subpoenas. EYWAMEDIA may be subpoenaed by governmental entities or others to provide information relative to your account. EYWAMEDIA has no obligation to inform you of any subpoena or response to any subpoena, and you agree that EYWAMEDIA will have no liability to you for disclosing information in response to a subpoena.
- Notices. EYWAMEDIA will provide you with any required notice by posting it in the Services; emailing it to the email address listed in your account; or, mailing it to the street address listed in your account. Such notice is deemed to have been received by you immediately upon it being posted to the website or sent to you by email (unless we receive notice that the email was not delivered).
- Changes to Agreement. EYWAMEDIA has the right to modify, add or remove any terms or conditions of this Agreement ("Changes"). You will be notified of any Changes through a posting on the Website, a notification in the Services or via email. All Changes are effective immediately upon posting ("New Effective Date"). The most recent version of this Agreement can always be found at www.eywamedia.com . You agree to review this Agreement from time to time. Any subsequent use by you of the Services following the New Effective Date constitutes your acceptance of all such Changes. If you do not agree to any or all of the Changes, you must stop using the Services immediately and notify EYWAMEDIA via email at: email@example.com .
- Entire Agreement The agreement, as amended from time to time, constitutes the entire agreement between you and EYWAMEDIA for the Services and supersedes all prior agreements, written or oral, with respect to the same subject matter. You cannot change the terms of this agreement, nor can any EYWAMEDIA sales representative.
- Governing Law. This Agreement shall be governed by and construed in accordance with the law of Singapore.