Please read these Terms and Conditions ("Agreement", "Terms and Conditions") carefully before using
www.etoads.net ("the Site") operated by Etoads (“Company”, “us", "we", or "our"). This Agreement sets forth the legally binding terms and conditions for your use of the Site at
By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions. Capitalized terms are defined in this Agreement.
Our company Etoads is a full-service advertising network that provides advertising and marketing consulting services, mass media market analysis, and buying advertising space.
You (hereinafter referred to as “The Publisher”) is a natural or legal person having contracted with or able to contract with the Company’s platform via the registration form, in order to commercialize all or part of the advertising space on the site(s) that they publish, hereinafter collectively referred to as the “Parties” and each individually as the “Party”.
The Parties have concluded this Agreement as follows:
For purposes of this Agreement, in addition to the bold capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings given to them below.
“Ad” or “Advertisement” means text-based, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, pop-ups, pop-unders and video advertisements.
“Advertiser” refers to any natural or legal person with whom the Company has entered into contract for the provision of services for the purpose of implementing one or several campaigns by means of the Company’s platform.
“Advertising Placement Insertion Order” is a written authorization that allows the Company to print an advertisement or to broadcast a commercial.
“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 by means of the Company’s networking platform.
“Click” is 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.
“Advertiser site” is any website linked with an advertiser participating in a campaign, present on the Company’s platform, and towards which an Internet user clicking on the link inserted on the Publisher websites may be directed in this case.
“Publisher site” is 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” means distribution of Content through the Company’s platform.
“Tag” is 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).
“Traffic” is the collection of clicks and transactions made by a Publisher’s visitors on an advertiser site present on the Company’s platform.
“Artificial Traffic” means 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 the Company, and any other click of unclear origin.
2. PUBLISHER’S OBLIGATIONS
2.1. 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.
2.2. The 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.
2.3. The publisher may not, unless given prior approval by the Company, display these advertising messages on a site that has not been validated by the Company.
2.4. 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 without its prior written approval.
2.5. 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.
2.6. The Publisher agrees to inform the Company 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.
These relations will continue unchanged, and the advertisements will be inserted in the modified site.
2.7. In any event, the Publisher acknowledges itself to be completely independent from the Company. In any event, the Publisher agrees to conform to all laws and regulations and decrees.
The Publisher must fulfill these obligations so that the responsibility of the Company shall not be held liable under any circumstances, by any third party. Otherwise, the Publisher agrees to guarantee the Company 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 relevant obligations.
2.8. The Publisher, as head of publication for its site, carries the sole responsibility for its editorial content. Consequently, it guarantees the Company against any legal action and agrees to be liable for any claim and guarantee the Company 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.
3. TERM; TERMINATION
3.1. Term. Unless terminated earlier or extended in accordance with this Section 7, this Agreement shall begin on the Effective Date and continue for the term set out in the Advertising Placement Insertion Order (the “Term”).
3.2. Suspension by the Company. The Company may suspend this Agreement and Publisher’s access to and use of the Network without notice (a) if the Publisher permanently fails to provide necessary technical implementation of Ads received, downloaded and made available on its Publisher Web Site; or (b) repeatedly fails to take appropriate and efficient measures to ensure certain editorial quality of its Publisher Website and avoid misuse of content included in or represented by Ads; or (c) upon the Company’s reasonable belief that the Publisher has breached any of its representations, warranties or covenants of this Agreement.
3.3. Termination by the Company. The Company may terminate this Agreement (a) in the event of the Publisher’s material breach of this Agreement, upon forty-eight (48) hours’ notice to the Publisher if such breach remains uncured after the expiration of such forty-eight (48) hours’ notice period; (b) for convenience without cause, on thirty (30) days prior written notice to Publisher; (c) immediately upon the Company’s notice to the Publisher of the Company’s reasonable determination that Publisher or its End-Users are using or are likely to use the Network in such a manner that could damage or cause injury to the Network or otherwise reflect unfavorably on the reputation of the Company which can be the case, without limitation, when the Ad is placed in illegal or discriminatory context; or (d) as otherwise agreed by mutual determination by both Parties. If this Agreement is terminated by the Company due to the Publisher’s breach, the Publisher is required to promptly return to the Company all documentation received and cease the further use, reception, download and making available of any Advertisement.
3.4. Termination by the Publisher. The Publisher may terminate this Agreement: (a) in the event of the Company’s material breach of this Agreement, upon ten (10) days’ notice to the Company if such breach remains uncured after the expiration of such ten (10) day notice period; or (b) upon fifteen (15) days’ notice to the Company, upon receipt of notice from the Company of its intention to raise Fees pursuant to sections of this Agreement and before the new Fees go into effect or (d) as otherwise agreed by mutual determination by both Parties.
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 Company’s 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.
In addition, the Company 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 maneuvers 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 maneuvers that encourage internet users to click on a banner;
using one or several maneuvers that give rise to remuneration (clicks, double clicks, e-mail address, etc.);
implementation or realization 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.
5. COMMISSION AND PAYMENT
5.1. 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.
5.2. The commission amounts are calculated based on the statistics collected by the Company’s platform, a program owned by the Company. 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 (pages viewed, unique visitors, commissions…) of any type. The Publisher may access their data via the management interface of their account.
5.3. 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 and that of the Advertiser, the Company will attempt to settle the disagreement with the Advertiser in order to communicate the final, agreed figures to the Publisher promptly.
5.4. The company will calculate the Publisher commission weekly, by adding together the amounts of the commission due for its participation in the various Advertiser Campaigns over the previous month. This weekly 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 weekly 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. 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 via their account opened on the Company’s platform.
5.5. Every week following receipt of the invoice sent by the Publisher to the Company, the former will be paid by means chosen in advance, based on the information supplied in the account opened by the Publisher on the Company’s 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.
The Publisher acknowledges that the Company only forwards funds, and accordingly absolves the Company of all responsibility if an Advertiser defaults on payment.
5.6. Note, that there a commission may be applicable during refund process. Etoads is not responsible for any charges from bank/payment service for refund transaction and all costs lay on client’s side.
6. 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 the e-mail specified by the Company or by e-mail from the Company 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 Company’s platform and installed on the pages of the Publisher’s site(s).
7. 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, 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.
9. GENERAL DUTY OF CONFIDENTIALITY
The Publisher agrees, as does the Company, to keep all details of their contractual relations confidential.
At the end of this duty of confidentiality, the Publisher and the Company 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.
In the context of their contractual relations, the parties agree that the Company exercises due diligence.Consequently, the Company 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 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.
It is recalled that under no circumstances can either of the two parties be held responsible for failure to fulfill a contractual obligation that is the result of a case of force majeure.
11. DISPUTE RESOLUTION
THE LANGUAGE AND LAWS THAT APPLY TO THIS CONTRACT ARE THE ENGLISH LANGUAGE AND LAWS OF THE LATVIA.
ANY DISPUTES OF ANY KIND RESULTING FROM THE CONTRACT BINDING THE PUBLISHER AND THE COMPANY WILL BE SUBMITTED EXCLUSIVELY TO THE UNCITRAL Arbitration Rules AND, IN CASE OF APPEAL, TO THE APPEAL THE RIGA INTERNATIONAL ARBITRATION COURT.
12. YOUR CONDUCT
You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials ("Content"), publicly or privately provided, shall be the sole responsibility of the person providing the Content or the person whose user account is used. You agree that our web site may expose you to Content that may be objectionable or offensive. We shall not be responsible to you in any way for the Content that appears on this web site nor for any error or omission.
You explicitly agree, in using this web site or any service provided, that you shall not:
(a) provide any Content or perform any conduct that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortuous, defamatory, libelous, vulgar, obscene, offensive, objectionable, pornographic, designed to or does interfere or interrupt this web site or any service provided, infected with a virus or other destructive or deleterious programming routine, give rise to civil or criminal liability, or which may violate an applicable local, national or international law;
(b) impersonate or misrepresent your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of any Content provided by you;
(c) collect or harvest any data about other users;
(d) provide or use this web site and any Content or service in any commercial manner or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising without our prior written consent;
(e) provide any Content that may give rise to our civil or criminal liability or which may constitute or be considered a violation of any local, national or international law, including but not limited to laws relating to copyright, trademark, patent, or trade secrets.
13. SUBMISSION OF CONTENT ON THIS SITE
By providing any Content to our web site you agree to all of the following statements listed below:
(a) you agree to grant to us a worldwide, royalty-free, perpetual, non-exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part. Such license will apply with respect to any form, media, technology known or later developed;
(b) you warrant and represent that you have all legal, moral, and other rights that may be necessary to grant us with the license set forth in this Section 7;
(c) you acknowledge and agree that we shall have the right (but not obligation), in our sole discretion, to refuse to publish or to remove or block access to any Content you provide at any time and for any reason, with or without notice.
14. THIRD PARTY SERVICES
Goods and services of third parties may be advertised and/or made available on or through this web site. Representations made regarding products and services provided by third parties are governed by the policies and representations made by these third parties. We shall not be liable for or responsible in any manner for any of your dealings or interaction with third parties.
You agree to indemnify and hold us harmless, our subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co- branders from any claim or demand, including reasonable attorney's fees, that may be made by any third party, that is due to or arising out of your conduct or connection with this web site or service, your provision of Content, your violation of this Terms and Conditions or any other violation of the rights of another person or party.
16. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEB SITE AND ANY SERVICES OR CONTENT PROVIDED (THE "SERVICE") IS MADE AVAILABLE AND PROVIDED TO YOU AT YOUR OWN RISK. IT IS PROVIDED TO YOU "AS IS" AND WE EXPRESSLY DISCLAIM ALL WARRANTIES
OF ANY KIND, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY, IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OF ANY QUALITY, NOR THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER US NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF SUCH ADVICE OR ANY OTHER INFORMATION IS SOLELY AT YOUR OWN RISK AND WITHOUT OUR LIABILITY OF ANY KIND.
Some jurisdictions may not allow disclaimers of implied warranties and the above disclaimer may not apply to you only as it relates to implied warranties.
17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INDICENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
In some jurisdictions, it is not permitted to limit liability and therefore such limitations may not apply to you.
Merchant will not sell, purchase, provide, exchange or in any other manner disclose Account or Transaction data, or personal information of or about a Cardholder to anyone, except, it’s Acquirer, Visa/Mastercard Corporations or in response to valid government demands.
18. REGARDS TO COMMUNICATION
We do not make any representations or warranties as to the truth or accuracy of any statement made or materials posted on or through our site, forum, bulletin board, chat room, or any other user interactive area of our site. You agree and acknowledge that you assume the risk of any actions you take in reliance upon the information that may be contained in our site, forum, bulletin board, chat room, or any other user interactive area of our site.
We do not endorse or lend any credence for any statements that are made by any participant in our forum, bulletin board, chat room, or any other user interactive area of our site. Any opinions or views expressed by our site, forum, bulletin board, chat room, or any other user interactive area of our site participants are their own. We do not endorse or support or otherwise give any credence or reason for reliance on any such statements or opinions.
You are fully responsible for your own statements and materials that you post in our site, forum, bulletin board, chat room, or any other user interactive area of our site and any consequences, whether or not foreseen, to any party who may rely upon these statements. You agree that you will not take any action directed towards attempting to hold us responsible for any such materials or statements.
As a participant in our site, forum, bulletin board, chat room, or any other user interactive area of our site, you agree that we may remove any materials from our site, forum, bulletin board, chat room, or any other user interactive area of our site for any reason, in our sole discretion, or for no reason at all. This includes material which is disruptive, abusive, offensive, illegal, vulgar, pornographic, or any other material. You hold us harmless from and against any damage you or others may suffer as a result of our removal of any content from our forum, bulletin board, chat room, or any other user interactive area of our site or from the discontinuance of our forum, bulletin board, chat room, or any other user interactive area of our site at any time.
Important Communication Note: When opting to do shares through our sites social accounts we own based on the service you have subscribed to when you placed an order for your campaign may be shared through third party accounts. Moreover, please note since when shares are conducted through a 3rd part service we will not have the ability to access the amount of friends/followers one may have.
For any disputes or discrepancies you may have with Etoads, you agree to first contact us and attempt to resolve the dispute with us informally. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current commercial arbitration norms of the Riga International Arbitration Court. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitrator shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copy no later than 30 days after the notice of arbitration is served.
The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
20. RESERVATION OF RIGHTS
We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided. The use of our rights and property requires our prior written consent. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.
21. NOTIFICATION OF COPYRIGHT INFRINGEMENT
If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, our copyright agent may be contacted at the following address:
www.etoads.netEmail: [email protected]
Etoads SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
Etoads takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our images, products or services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.
22. APPLICABLE LAW
You agree that this Terms and Conditions and any dispute arising out of your use of this web site or our products or services shall be governed by and construed in accordance with local laws where the headquarters of the owner of this web site is located, without regard to its conflict of law provisions. By registering or using this web site and service you consent and submit to the exclusive jurisdiction and venue of the county or city where the headquarters of the owner of this web site is located.
23. MISCELLANEOUS INFORMATION
(i) In the event that this Terms and Conditions conflicts with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of this Terms and Conditions will remain valid and intact;
(ii) The failure of either party to assert any right under this Terms and Conditions shall not be considered a waiver of any that party's right and that right will remain in full force and effect;
(iii) You agree that without regard to any statue or contrary law that any claim or cause arising out of this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be forever barred; (iv) We may assign our rights and obligations under this Terms and Conditions and we shall be relieved of any further obligation.
This Agreement was last modified on October 5, 2018