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TERMS & CONDITIONS
V.02 - 11.02.2023
THESE TERMS AND CONDITIONS (THE “AGREEMENT”) CONSTITUTE THE LEGAL AGREEMENT BETWEEN YOU (THE “ADVERTISER” OR THE “PUBLISHER”, AS MAY BE APPLICABLE) AND MEDIA REVOLUTION LTD (“MEDIA REVOLUTION”) THAT WILL GOVERN YOUR PARTICIPATION IN MEDIA REVOLUTION’S PLATFORM. PLEASE READ THE AGREEMENT BEFORE COMPLETING THE REGISTRATION PROCESS IN THE MEDIA REVOLUTION PLATFORM. BY PRESSING THE “REGISTER” BUTTON AT THE END OF THE REGISTRATION PROCESS YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT AND ALL ITS TERMS AND CONDITIONS, AND WILL BECOME PART OF THE MEDIA REVOLUTION.
For purposes of this Agreement, any capitalized terms shall have the meaning expressly set out below for such term.
Administration Panel means the interface provided by Media Revolution (i) to the Advertiser in order the Advertiser to be able to upload its Push-Notifications, and follow-up its performance; (ii) to the Publisher in order the Publisher to be able to check feeds statistics.
Advertiser(s) means Media Revolution’s clients, who after completing the registration process (by providing all the required information and pressing the REGISTER button) will become part of the Media Revolution, being then entitled to create Push-Notifications (providing the required Push-Ads Material, for which the Advertiser will be liable of), and authorizing Media Revolution as your intermediary to include them on the Media Revolution real time bidding system.
Click means the number of times, as recorded by Media Revolution’s Platform an End-User visits the Advertiser’s Website or Application, as identified by clicks on the relevant Push-Notifications.
End-User means individuals who have legally and validly subscribed or accepted to receive Push-Notifications.
Publisher(s) means an entity that has the capacity to (directly or indirectly) deliver Push-Notifications to End-Users, and who after completing the registration process (by providing all the required information and pressing the REGISTER button) will become part of Media Revolution, being then able to participate on the Media Revolution real time bidding system, and authorizing to this effect Media Revolution to act as intermediary.
Push-Ads Material means the text, graphics, logos, designs, trademarks and copyrights created by the Advertiser for a particular Push-Notification.
Push-Notification means the ad format directly delivered to End-Users' mobile or desktop device, who have previously and expressly accepted to receive push notifications, or subscribed to the same.
Media Revolution means the network formed by the Advertisers and Publishers that have been duly registered in the Media Revolution Platform.
Media Revolution Platform means the online platform owned and operated by Media Revolution, to which YOU have registered, and that (i) enables the Advertiser to create and launch Push-Notifications, and (ii) enables the Publisher to obtain Push-Notifications that will be delivered to the End-Users to whom the Publisher has the capacity (directly or indirectly) to deliver Push-Notifications.
By virtue of this Agreement Advertiser(s) markets and advertises their goods and services using Push-Notifications and Publisher(s) delivers the Push-Notifications to its End-Users, using the Media Revolution Platform, and through the Media Revolution real time bidding system. On top of that, Media Revolution provides guidance to help Advertiser(s) and Publisher(s).
Media Revolution acts at all times as an intermediary, with no effective knowledge on the content of the Push-Notifications shown to End-Users (or the Websites or Applications they redirect to), and with no control on the End-Users to which the Push-Notifications will be shown. The Advertiser and the Publisher are the only responsible parties, respectively, for such content, and for ensuring End-Users have legally and validly completed the subscription or acceptance to receive Push-Notifications; and will always hold Media Revolution harmless for any responsibility, infringement, damage or loss that may derive from, or in relation to, Push-Notifications delivered to End-Users using the Media Revolution Platform.
If YOU detect that:
please notify such circumstance to Media Revolution at email@example.com, so we can adopt the required measures to prevent non-compliant traffic.
Advertiser will be responsible for creating and uploading in the Media Revolution Platform, through its Administration Panel, the Push-Ads Materials that will contain the creatives that will be showed to End-Users and that will be launched as Push-Notification.
When setting up a Push Notification, in addition to the Push-Ads Materials, the Advertiser will determine the target (including territory and/or carrier and/or city); traffic restrictions (if applicable); operating system; eligible days per week / hours per day; payable price per click; and any other specification regarding the Push-Notification that the Media Revolution Platform may require from time-to-time.
The Advertiser is the only entity liable for the Push-Ads Materials and any other information and specification included in the Media Revolution Platform regarding a particular Push-Notification.
Media Revolution’s unique responsibilities are: including the Push Notification in the real time bidding system (at the price per click determined by the Advertiser minus Media Revolution’s Commission, which will be freely determined by Media Revolution and at its sole discretion), calculation of statistics, click-through rate and revenues. CET Time shall be the time period for traffic and tracking purposes. Statistics will be available to Advertiser online in the Administration Panel.
Media Revolution shall not be responsible for any damage or loss as may be caused by the disruption of Push-Notifications or the removal of Push-Notifications by any Publisher and/or third party.
Advertiser warrants and represents to Media Revolution, that it has all rights, title and interests in and to the Push-Ads Materials it places on the Media Revolution Platform, and that its Push-Notifications content, and any website or application or other destination that the Push-Notifications direct to, do not (i) contain material which is unlawful, harmful, threatening, defamatory, offensive, profane, harassing, discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), incites violence or otherwise is objectionable, libellous or misleading, or which constitutes an invasion of any right to privacy, breaches advertising rights or, in any other manner, breaches third-party rights; (ii) contain “spam”, malicious code, adware, spyware or drive-by download applications, viruses, worms, Trojan horses, corrupted files, unauthorized programs or similar programs that might harm data or computer systems, or may damage or render inoperable the corresponding software, hardware or security measures, or that interact with end users' browsers in any manner, it effects end users’ web navigation by error page redirections, hijacking, tabs redirection, creation of new tabs, or in any other manner; (iii) infringe patents, copyrights, trade secrets or other third-party industrial or intellectual property rights; (iv) breach any type of law or regulation, whether international, community, state, regional or municipal, which may be applicable (including regulations on consumer protection, product liability, or tort); or (v) otherwise contain material which may have an adverse effect on Media Revolution, Publishers, affiliates, licensors, agents or End-Users.
If the Advertiser becomes aware to any legal restriction concerning a Push-Notification usage and/or distribution it will immediately notify Media Revolution.
Positioning of the Push-Notifications is at the sole discretion of Media Revolution. Media Revolution does not guarantee that Advertiser’s Push-Notifications will be to Publishers End-Users, the timing of delivery of the Push-Notifications and/or the placement and positioning of Advertiser’s Push-Notifications. Media Revolution reserves the right to approve, omit, or reject any of Advertiser’s Push-Notifications for any reason at any time. In addition, Media Revolution reserves the right, at any time, to remove any of Advertiser’s Push-Notifications if Media Revolution determines, in its sole discretion that the Push-Notification, violates any of Media Revolution’s policies or may result in liability to Media Revolution. Media Revolution’s failure to reject, cancel, approve, omit, or reject any Push-Notification shall not be construed as an acceptance of a Push-Notification. Publisher or its affiliates may reject or remove any Push-Notification for any or no reason. Advertiser agrees that Media Revolution shall not be responsible for any discrepancy in targeting criteria.
Advertiser must prepay its advertising budget through credit card, wire transfer, credit lines or any other payment method available in the Media Revolution Platform or mutually agreed by the Advertiser and Media Revolution (the Advertiser’s Budget). Advertiser shall pay all charges in U.S. Dollars. The minimum amount in order to start a specific campaign is 20 USD.
Media Revolution will deliver the Advertisers Push-Notifications until the Advertiser’s Budget is reached. It is stated that the Advertiser’s Budget may be exceeded up to a maximum of 20%, in case Media Revolution continues delivering Advertiser’s Push-Notifications. In the event that the Advertiser’s Budget has been exceeded, Media Revolution will invoice the Advertiser the corresponding pending amounts (up to the maximum allowable excess, which is established at 20% of the Advertiser’s Budget), in which case the Advertiser must pay the invoices in the maximum term of 30 days from invoice date.
Advertiser’s Push-Notifications will be relaunched to the Media Revolution real time bidding system once the Advertiser has prepaid another deposit (and in case applicable, has paid any excess) and the Advertiser’s Budget balance is positive.
Each time Media Revolution receives a deposit from the Advertiser, it will issue the corresponding invoice to the Advertiser. All amounts payable represent the net amounts to be received by Media Revolution.
Each Party will bear the costs and commissions charged by its bank. Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and attorneys’ fees Media Revolution incurs collecting unpaid amounts. Charges are solely based on Media Revolution Platform measurements. Nothing in these Agreement may obligate Media Revolution to credit any amount to the Advertiser.
Advertiser expressly acknowledges that Media Revolution will generate the invoices based on the data provided by the Advertiser and therefore warrants that such data is accurate, fully and legally compliant, especially for invoicing and taxation purposes. Any Advertiser residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices. Advertiser expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, Advertiser will hold Media Revolution totally harmless from any of the said errors, direct or indirect loss or damages.
Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Media Revolution may be shared with companies who work on Media Revolution’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Media Revolution and servicing Advertiser’s account.
Media Revolution reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.
Except for the events for which Media Revolution has the right to retain and keep the Advertiser’s deposits (as established in this Agreement), if the Agreement is terminated before the prepayment is depleted, Media Revolution will refund to the Advertiser that portion of the prepayment amount that remains undelivered at such time of termination, subject to the following conditions:
For the sake of clarity, such refunds will not include any bonus or free credit given by Media Revolution (only payments made by the Advertiser and not used).
Upon registration, each Publisher will be assigned an Account Manager that will set up the feeds required to allow the Publisher access to Media Revolution’s real time bidding system. Once this process has been completed, Publishers will be entitled to deliver the Push-Notifications included in the Media Revolution Platform to its End-Users, at the price per Click fixed by Media Revolution’s real time bidding system.
Misuse of the Media Revolution Platform, this is procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.
In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person, which not derive from End-Users effectively visiting Advertisers’ Websites or Applications, by means of real clicks on the relevant Push-Notification (for instance fraudulently pretending or faking business transactions, by obtaining clicks on the Push-Notifications generated by automated systems or similar mechanisms). Any method to artificially and/or fraudulently inflates the volume of clicks is strictly forbidden.
Any form of misuse will lead to the blocking of the Publishers’ accounts immediately (in this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within fifteen days in order to provide a statement and evidence that its performance has been at all times in accordance with this Agreement). Publisher’s use of any means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Media Revolution may terminate this Agreement without prior notification. Such termination is at the sole discretion of Media Revolution and is not in lieu of any other remedy available at law or equity. In the event of termination, as a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration or amounts credited in its Administration Panel, regardless of any other or further liability incurred by the Publisher.
Media Revolution’s Platform will be the official counter for determining the number of Clicks delivered and amounts payable under this Agreement.
Publisher(s) will indemnify and hold Media Revolution harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from their infringement of this Agreement.
Media Revolution will pay Publisher for the Clicks obtained at the fee established by the real time bidding system (Publisher’s Revenue).
If no particular terms are agreed, payments will be done monthly (Net 30), based on the Clicks obtained during the previous month.
Publisher will issue the corresponding invoices, which shall strictly contain the Publisher Revenue as shown in the Media Revolution Platform.
Publisher payments will be made by wire transfer, credit card, or by any other payment mechanism mutually agreed between the Publisher and Media Revolution.
Media Revolution acts solely as an intermediate between Publishers and Advertisers; and therefore, Media Revolution shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to Media Revolution. Publisher agrees that (i) Media Revolution shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; and (ii) Publisher shall hold Media Revolution harmless and indemnify it from any claims or liability related to such unpaid amounts. Media Revolution agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Media Revolution, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.
Media Revolution assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the Media Revolution, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.
Media Revolution is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.
Media Revolution’s Platform will be the official counter for determining the number of Clicks delivered and amounts payable under this Agreement.
Advertiser and Publisher understand that Media Revolution’s online real-time statistics may not be 100% accurate and that Media Revolution may make adjustments to online statistics.
Media Revolution cannot guarantee any volume of traffic. Clicks can differ from one day to another following the performances of each Push-Notification.
Each Party undertakes not engage any Fraudulent Activity. Fraudulent Activity means any of the following: (i) fictitious, automated and/or fraudulent clicks; (ii) management and placement of Push-Notifications in violation of any applicable law or regulation or breaching the specifications agreed between the Parties.
Each Party will make every effort to uphold the highest ethical and commercial standards.
Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power and authority to enter into the Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) this Agreement constitutes a legal, valid and binding obligation for such Party, enforceable against the same in accordance with its terms; and (iii) it will act in accordance with all applicable laws, rules and regulations.
Additionally, Publisher represents and warrants that (i) all of the information provided by Publisher to Media Revolution (or Media Revolution Platform) is correct, complete and current; and (ii) all End-Users to whom Push-Notifications will be delivered have validly and legally subscribed to (or accepted) such Push-Notifications.
PARTICULAR COVENANTS ON ANTI-BRIBERY
Media Revolution is committed, in accordance with its zero-tolerance policy for bribery and corruption (the Anti Bribery and Corruption Policy), to ensure that all Media Revolution’s activities and the activities of all of Media Revolution’s advertisers, publishers, affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, YOU undertake, in performing your activities under this Agreement, to comply with all applicable laws related to the fight against bribery and corruption and in particular:
Media Revolution shall be entitled to immediately terminate this Agreement (at any time and without prior notice) if it determines, in its sole discretion, that any of YOUR activities do not fully comply with the Anti-Bribery Laws or Media Revolution’s Anti Bribery and Corruption Policy.
PARTICULAR COVENANTS ON ANTI-MONEY LAUNDERING
Additionally, Media Revolution is committed, in accordance with its zero-tolerance policy for money laundering and terrorism financing (the Anti-Money Laundering and Counter-Terrorism Financing Compliance Policy), to ensure that funds related to, or derived form, Media Revolution’ activities are not derived from criminal activity or other non-legal or non-legitimate means. Accordingly, YOU hereby declare that YOU are also committed to preventing money laundering by having proportionate and effective anti-money laundering systems and processes in place. Media Revolution shall be entitled to immediately terminate this Agreement (at any time and without prior notice) if it determines, in its sole discretion, that any of YOUR activities do not fully comply with Media Revolution’s Anti-Money Laundering and Counter-Terrorism Financing Compliance Policy.
Media Revolution’s Platform is provided on an “as is” and “as available” basis, without any warranty of any kind and without any guarantee.
To this effect the Advertiser declares, acknowledges and accepts that (i) Media Revolution has no obligation to distribute the Push-Notifications or otherwise promote and manage the Push-Notifications, and Media Revolution disclaims all guarantees regarding the results or performance of Push-Notifications; (ii) the Advertiser has not relied on Media Revolution’s skills, capacities or results in relation to the management of the Media Revolution Platform (and it would not be reasonable to do so); (iii) Media Revolution does not warrant that the services fit for the Advertiser, its business, the purpose, revenue or profit perspectives of the Advertiser or its clients (and Media Revolution cannot do so); (iii) Media Revolution has made no express warranties about the Media Revolution Platform, software or third-party contents; the Media Revolution Platform may not be uninterrupted, timely, secure or free from errors; Media Revolution will not be responsible for interruptions or errors which may have occurred in the network, servers or platforms of third parties (iv) the Advertiser is solely responsible for any losses, damages, expenses, liabilities, etc. (including loss of data) arising from the use of the Media Revolution Platform.
ADVERTISER ACKNOWLEDGES, AGREES AND ACCEPTS THE RISK THAT PROHIBITED OR IMPROPER ACTIVITY CAN BE GENERATED BY THIRD PARTIES, AND ANY CREDITS OR REFUNDS FOR SUCH ACTIVITY ARE AT MEDIA REVOLUTION’S SOLE DISCRETION. MEDIA REVOLUTION SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN RELATION WITH ANY THIRD PARTY CLICK FRAUD OR OTHER IMPROPER ACTIONS THAT MAY OCCUR.
The Agreement between the Parties shall be indefinite and shall come into force on the date YOU complete your registration in the Media Revolution Platform by pressing the “REGISTER” button. Either Party may terminate the Agreement, or may cancel or suspend a Push-Notification campaign at any time.
Either Party, acting in good faith, may withdraw a specific campaign without having to provide prior notice to the other Party for legal reasons or in the event of a third-party claim which may cause damages.
Clauses 8 (PARTIES REPRESENTATIONS), 9 (NO WARRANTY), 11 (LIMITATION OF LIABILITY) 12 (INDEMNITY FOR DAMAGES), 13 (DATA PROTECTION) and 14 (MISCELLANEOUS) shall remain in force after the termination of the Agreement.
It is expressly placed on record that in no event YOU will be entitled to suspend or retain payments in case a claim is brought against Media Revolution.
THE FOREGOING LIMITATIONS ARE FUNDAMENTAL TO THE ENTERING INTO THIS AGREEMENT BY MEDIA REVOLUTION. YOU DECLARE, ACKNOWLEDGE AND ACCEPT THAT IT IS FAIR AND REASONABLE FOR MEDIA REVOLUTION TO RELY ON THE FOREGOING LIMITATIONS.
YOU agree to defend, indemnify and hold harmless MEDIA REVOLUTION and each of the members of Media Revolution from and against any and all damage, injury, liability, costs and expense (including reasonable attorneys’ fees) or other claim, whether or not involving a third party claim, related to (i) claims arising from YOUR activities in relation to the Agreement, including, by way of illustration and not limited to, claims arising from the infringement of third-party rights; (ii) the management, publication, display or distribution of Push-Notifications (including claims for defamation; breach of confidentiality agreements; violation of privacy; false, deceptive or misleading publicity or bad sales practices; non-fulfilling of consumers or End-Users rights; or failure to comply with representations made); (iii) wilful, unlawful, negligent or malicious acts (or omissions) committed by YOU; (iv) breach of the terms of the Agreement or the failure to perform any obligation undertaken in the Agreement.
Media Revolution will have the right to control the defence of any claim involving Media Revolution.
Each of the Parties hereby represents and warrants it is in compliance with the Data Protection regulations applicable to the same (including EU regulations in force on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), and that it has complied with all the terms, requirements, proceedings and regulations required to collect personal data (by whatever means), taking into account the foreseen use of the same.
YOU acknowledge and accept that all personal data submitted in relation to the Agreement (or your registration in the Media Revolution Platform) will be incorporated on Media Revolution database, created with the aim to carry out the contractual relationship between the Parties, as well as to provide commercial information (by any means available, including by web-based technology), in order to complement the commercialized services. Media Revolution informs YOU of YOUR rights of access, rectification, cancellation and opposition. YOU are entitled to exercise any of these rights, by means to written notification to the following email address: firstname.lastname@example.org.
License. YOU agree that Media Revolution may include YOUR name (including any trade name, trademark, service mark and logo) on Media Revolution’s Network list and marketing materials and sales presentations and YOU provide Media Revolution with the license to use YOUR trade names, trademarks, service marks and logo for the purpose hereof.
Ownership. Media Revolution is the sole owner of any and all intellectual property rights associated with the Media Revolution Platform. Media Revolution retains all rights, title and interest, including any and all intellectual property rights in and to any materials created, developed or provided by Media Revolution in the Media Revolution Platform. Media Revolution reserves all rights not expressly granted herein.
Commercial Nature of the Relationship. The relationship which is established between the Parties by virtue of the Agreement, is a commercial relationship to all effects. Media Revolution and YOU are independent Parties who shall act in this capacity at all times, and nothing contained in the Agreement, nor any action taken by any Party in the execution of the same, shall be deemed to constitute either Party (or any of such Party's employees, agents or representatives) an employee, or legal representative of the other Party, nor to create any joint venture, association, syndication or any other type of relationship between them. The Parties shall each be separately liable for any corporate, tax, employment or other type of obligations arising from their commercial and economic activities.
Entire Agreement. This Agreement constitute the Parties’ entire agreement with respect to the subject matter hereof, and replace, annul and supersede any other agreements or documents of the Parties in relation thereto.
Media Revolution reserves the right to modify, from time to time and in its sole discretion this Agreement. In case of modification of this Agreement, Media Revolution will communicate said modification to YOU. The notified modification shall be deemed accepted by YOU provided that YOU do not communicate in writing to Media Revolution YOUR disagreement within a period not exceeding five (5) days. In case YOU communicate YOUR disagreement, Media Revolution will be entitled either to terminate the Agreement, or to maintain applicable to YOU the terms and conditions in force prior to the modification.
Waiver. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
Force Majeure. Neither Party shall have any liability for any failures or delays in performance of the Agreement arising from force majeure events beyond their control. Force majeure events include, but are not limited to, natural disasters, governmental actions, regulatory actions or restrictions, sanctions, wars, terrorist acts, etc.
Governing Law and Jurisdiction. The Agreement between the Parties is governed by and interpreted (without giving effect to conflict of laws principles) in accordance with the laws of the United Kingdom.
The Parties expressly submit any disputes arising in connection with the validity, interpretation or performance of the Agreement, to the jurisdiction of the courts of the city of London, waiving any other jurisdiction which may correspond to them.