Terms of Service (TOS) of Adtarget.me
Republic of Lithuania, Vilnius
This document is an offer of Adtarget.me UAB (hereinafter referred to as the Contractor) to conclude an advertising agreement in Adtarget.me network with every client who wishes to use the Contractor’s services and agrees to the terms and conditions laid down herein (hereinafter referred to as the Client).
1. Terms and Definitions
Unless otherwise provided by the Agreement, the terms used herein shall bear the following meanings:
TOS shall mean this document “Terms of Services of Adtarget.me” published online at www.adtarget.me/terms.html.
Acceptance of the TOS shall mean a full and unconditional acceptance of the TOS in a way which is specified in Clause 6 hereof. Once the TOS is accepted, the advertising agreement (hereinafter referred to as the Agreement) shall be concluded as set forth below.
Adtarget.me platform shall mean an online display advertising system using a single account to connect different websites which make up the common network, with which (or with the representatives of which) the Contractor has entered into advertising agreements.
Adtarget.me network shall mean a system of websites connected to Adtarget.me platform.
Banner shall mean a graphical or a textual and graphical static or animated block of any form displaying advertising information material. A banner shall appear on websites with which a relevant advertising agreement has been concluded. A banner is connected to the advertiser’s website (by clicking the banner, the user will be directed straight to the advertiser’s website). The types of banners available to the Client under the Agreement are described in technical requirements (for definition of this term, see below).
Banner design shall mean a banner ready for publication sent by the Client or approved by the Client in case the design is prepared by the Contractor. Data (photographs, titles, prices, etc.), which are provided by the Client and which may be dynamically displayed on the banner, make up a constituent element of the banner design as well.
User shall mean a user of online information resources.
Banner impression shall mean a one-time banner display in the browser of the user who requested access to a specific website (app) linked to Adtarget.me platform.
Click shall mean a request of the online user to access the banner published in Adtarget.me network by activating the link, which the Contractor inserted in the banner and which connects the banner to the Client’s website.
Impression shall mean the display of the banner in the place designated for advertising on the website.
Account shall mean a personal space of the Client on the Contractor’s platform where the Client can receive information on the services provided under the Agreement (statistics of advertising campaigns) through the Contractor’s interface. The Client may be provided an opportunity to change the provisions of the advertising campaign independently and to execute payments through the account. The Client can access the account on the Contractor’s website upon entering a unique user name and password.
Technical requirements shall mean a set of rules for the publication of banners on Adtarget.me platform which is made public at www.adtarget.me/technical-requirements/. By signing this Agreement, the Client confirms that he/she/it has read the information of technical requirements and agrees to it.
Website shall mean a website or a mobile application that belongs to Adtarget.me network where the Client’s banner may be displayed.
Advertising position shall mean a place on the website designated by the website manager for the demonstration of banners.
Publication shall mean the demonstration (display) of the Client's banner by means of hardware and software tools in the advertising position of a relevant page of a certain website.
The terms which are not defined herein but which can be used in the Agreement shall have the meanings ascribed to them according to the established procedure and applicable laws of the Republic of Lithuania.
2. Subject-matter of the Agreement
2.1. The Contractor shall provide the services of publication of banners in Adtarget.me network to the Client, and the Client shall pay for the services provided under the terms and conditions and the procedure set forth in the Agreement.
2.2. The banners in Adtarget.me network shall be published on all websites, which meet the retargeting criteria, unless otherwise agreed in writing. The Contractor reserves the right to change the list of websites without prior notice.
2.3. The Client agrees that the Contractor does not guarantee a specific number of publications or impressions (clicks) of banners in a specific advertising position and a specific period of demonstration of banners. The Contractor shall make every effort to ensure that the Client’s banners are demonstrated in the most effective advertising positions at the time most suitable to the Client.
2.4. Several advertising campaigns of the same Client can be conducted through the same account of Adtarget.me platform. The Client agrees that a one-time acceptance of the TOS and/or coordination by e-mail is sufficient to confirm all of them.
3. Rights and Obligations of the Parties
3.1. The Contractor shall:
3.1.1. Provide the services to the Client set forth in the Agreement, which is concluded on the basis of the TOS;
3.1.2. Publish the Client’s banners in Adtarget.me network upon receipt of the confirmation of the banner design. A confirmation shall be made upon uploading banners into one’s account independently, sending them or their designs by e-mail or confirming the banner design by e-mail if the latter is provided by the Contractor. The publication of banners shall only begin upon receipt of an advance payment for the services or upon the agreement on the credit by the parties.
3.1.3. Ensure the collection of statistical data on the impressions of the Client’s banners and their demonstration on the account of Adtarget.me platform by software tools. The Parties agree that the impression of the banner shall be determined (recorded) by the Contractor in the case of two interrelated events: the request from the website where the source code is inserted, which makes the banner to appear, and the factual uploading of the banner (recorded by software tools, where server output data flow corresponds to the size of the banner file(s) on the website, from which the request has been sent). Other statistical data on banners can also be recorded by a separate agreement of the parties: clicks, actions on the Client’s website, etc;
3.1.4. Ensure the confidentiality of the Client’s (Client representative’s) data under the terms and conditions of confidentiality of the Agreement. The Contractor shall guarantee that the data which can be collected on the user behavior on the Client’s website or the website represented by the Client will be used for the purposes of the Client's advertising campaigns exclusively and shall not in any way be disclosed to the third parties, unless such disclosure is required for the performance of the Client’s advertising campaign. The statistical data of the advertising campaign shall be available on the account created for the Client only, and the confidential data of the content of banner designs shall not be disclosed until the moment of ad publication;
3.1.5. Refund any amount which has been paid by the Client in advance and which has not been used for the purchase of services by the method agreed upon or by the same means of payment whereby the money transfer has been executed;
3.1.6. The parties agree that the Client’s data specified by the Client when registering on Adtarget.me platform or concluding agreements shall not be subject to confidentiality requirements, if such data are used for the conclusion of agreements, acts of mutual accounts, issue of invoices and other documents.
3.2. The Contractor shall have the right:
3.2.1. To refuse publishing the Client’s banners or remove them at any time if their content and/or formatting are in conflict with the laws of the Republic of Lithuania or the country where the advertising campaign is conducted, also if there are any signs that the designs of banners a) are not consistent with moral and aesthetic standards, b) fail to meet technical requirements; c) in any other case at the Contractor's discretion;
3.2.2. To change the technical requirements at any time. In case it has influence on the publication of the Client’s banners, inform the Client no less than 5 business days in advance;
3.2.3. To correct the Client’s banners independently in order to ensure that they meet the Contractor’s technical requirements if such changes do not substantially affect the design and functioning of banners. The Contractor may carry out essential changes of banners upon a prior agreement with the Client only;
3.2.4. The Contractor shall not be committed to compensate the Client’s losses which may result from the changes set forth in clauses 3.2.1–3.2.3;
3.2.5. In case the Client fails to pay for the services in time, terminate the provision of services altogether or suspend the publication of banners until the delayed payment is executed;
3.2.6. To give a credit to the Client for paying for the services provided by the Contractor at its discretion. In this case, the Contractor shall at its discretion be entitled to set and change the maximum amount of delayed payment or discontinue the credit validity altogether;
3.2.7. To terminate the Agreement unilaterally if the Client makes a material breach of the terms and conditions of this Agreement or in any other case at its discretion. The Agreement shall be terminated by sending a prior 5 day notice to the Client by e-mail specified on the Client’s account. The Client’s non-performance of the obligation to pay for the services provided as well as the violations of Clause 5.3 of the Agreement shall be considered a material breach of the Agreement;
3.2.8. To suspend the provision of services to the Client on a temporary basis due to technical, technological or other reasons preventing quality provision of the services until such obstacles are eliminated.
3.3. The Client shall:
3.3.1. Unless otherwise agreed with the Contractor, prepare a banner design, data file and other material specified in the technical requirements required for the publication of banners independently;
3.3.2. Pay for the services provided by the Contractor under the Agreement properly and in time;
3.3.3. Provide full information, data and material required for the conclusion of the Agreement in time. All information, data and material provided must be consistent with the laws and technical requirements of the Republic of Lithuania and the country the users of which will be demonstrated the banners. The Client shall have all rights to use the information, data and material provided;
3.3.4. If a license or other permits of public authorities are required for the activities of the Client, the Contractor shall have a right to request the Client to produce the documents proving the Client’s right to engage in such activities;
3.3.5. Ensure the validity of logotypes, brands, company names, names of the places of origin of the goods used in the design of the banner or the use of any other objects protected under copyright and related rights; when requested by the Contractor, produce the documents proving the validity of the use of the said material;
3.3.6. Not abuse the possibilities provided by Adtarget.me platform (i.e. the possibilities to manage advertising campaigns independently, change banners, texts, links, data collecting tags, etc.) and not provide them to the third parties for a purpose which can be qualified as the violation of intellectual property rights of the third parties, unfair competition as well as any other violation of laws;
3.3.7 Not pursue activities which could in any way make a negative influence on the activities of Adtarget.me network;
3.3.8. Not use Adtarget.me platform for distributing malware;
3.4. The Client shall have the right:
3.4.1. Technical conditions permitting, obtain online access to one's account on Adtarget.me platform where the statistics of advertising campaigns in progress and advertising price are provided;
3.4.2. To request the suspension of publication of banners at any time. Such a request shall be met within 24 hours of receipt thereof. Otherwise, the Contractor shall not charge the Client for the services provided 24 hours after receipt of such an instruction;
3.4.3. To request the refund of the amount paid in advance for the Contractor’s services which have not been used.
4. The Price of Services and Procedure of Payment
4.1. The price and scope of the services provided by the Contractor shall be established under additional written agreements, which shall constitute an integral part of the Agreement. The banner publication price is usually determined in real time bidding auctions and depends on the provisions of the advertising campaign set out on the Client’s account. The Client may see the actual banner publication price on its account.
4.2. Options of payment:
4.2.1. The Client shall pay for the services provided by the Contractor by an advance transfer through the payment systems available on Adtarget.me platform (such a payment shall be automatically processed on the platform) or by an advance bank transfer upon a prior notice to the Contractor thereof by e-mail (such a payment shall be processed on Adtarget.me platform within 24 business hours of receipt of the payment). The Contractor shall issue the invoice for the services actually provided during the current month until the 7th day of the following month. The Client shall pay up the invoice until the 20th day of that month at the latest. In case the Client fails to pay up the invoice in time, the Contractor shall be entitled to impose a penalty of 0.2% of the outstanding amount for each day of delay;
4.2.2. The Contractor may provide a credit to the Client at its discretion. In such a case the Client shall be issued an invoice for the services provided during the current month until the 7th day of the following month at the latest. The Client shall pay up the invoice until the 20th day of that month at the latest. In case the Client fails to pay up the invoice in time, the Contractor shall be entitled to impose a penalty of 0.2% of the outstanding amount for each day of delay.
4.3. The Contractor shall issue the invoices for the services provided on the Client’s account and shall inform thereof by e-mail.
4.4. The Contractor shall be entitled to change the price of the services provided under the Agreement unilaterally. In that case the Contractor shall inform the Client about the changes by e-mail. If the Client fails to inform the Contractor within 5 business days about the disagreement to the changes, it shall be considered that the changes have been coordinated and approved by the Client.
4.5. All prices on Adtarget.me platform shall be quoted without VAT. If the services provided are subject to this tax, it shall be added to the payable amount.
4.6. The Client shall pay up the costs that may be incurred by the Contractor in the recovery of the overdue payments for the services provided under this Agreement.
5. Liability of the Parties. Indemnification
5.1. The parties shall be liable for non-performance or improper performance of their obligations according to the laws applicable in the Republic of Lithuania.
5.2. The Parties agree that the Contractor shall not assume responsibility for any disturbances, delays, direct or indirect damage which may be incurred by the Client using computer or other equipment, communication channels and/or software belonging to the Client or the third party as well as the damage which may be incurred by the Client as a result of the failures of hardware or software, objective technological reasons, actions or inaction of the representatives of the Client or the third party.
5.3. The Client shall take full responsibility for compliance of the material presented in banner designs with the laws of the Republic of Lithuania and/or the country where the advertisement will be displayed. The Client shall present the material for publication which shall be consistent with the applicable laws of the Republic of Lithuania and/or the country where the advertisement will be published by its content and form of demonstration and the dissemination of which online shall not violate any rights or interests of the third parties, as well as copyright and related rights (by not limiting to them). The Client shall perform any coordination or settlement with the holders of copyright and related rights individually. In case the claims of the third party are expressed in respect of the Client’s material published by the Contractor, the latter shall solve any arising issues independently and cover any damage which may be incurred by the Contractor due to such violations.
5.4. The Contractor shall not under any circumstances assume responsibility under this Agreement regarding: a) any actions or inaction which are a direct or indirect consequence of actions or inaction of the Client or the third parties; b) any indirect losses and/or unreceived benefit of the Client or the third party, irrespective of whether the Contractor could foresee the possibility of such losses or not; c) the consequences of using (inability to use) the form of payment for the services selected by the Client as well as the method of communication of information (inability to communicate the information) selected by the Client and/or the third parties.
5.5. Any clauses of this Agreement shall not release from liability and shall not in any way limit the Client's obligation under Clause 4 of the Agreement (price of services and procedure of payment) and under Clause 11.3 (indemnification).
6. Acceptance of the TOS and Conclusion of the Agreement
6.1. The Client shall accept the TOS by registering on Adtarget.me platform, making an advance payment for the services for which the Agreement is concluded under an advance invoice on Adtarget.me platform and/or placing Adtarget.me data acquisition code on the website that belongs to the Client or the Client represented by an advertising agency and/or sending the designs of banners. If the Client fails to perform the said actions within 30 business days, the Offer shall expire and the Contractor shall be entitled to remove all campaigns created by the Client and data collected from the platform.
7. Validity and Changes of the TOS
7.1. The TOS shall take effect upon publication online at www.adtarget.me/terms.html and shall remain in force until the Contractor revokes it.
7.2. The Contractor shall be entitled to change the terms and conditions of the TOS at any time or to revoke the TOS at any time at its discretion. The changes of the TOS shall take effect immediately after publication thereof online at the address specified in Clause 7.1, unless a different validity term is specified in the changes.
8. Force Majeure
8.1. The party shall be released from liability for non-performance of this Agreement if the Agreement is not performed due to force majeure, i.e. the circumstances which the party could neither control nor reasonably foresee at the time of conclusion of the Agreement and could not prevent such circumstances or the consequences thereof from occurring. Force majeure shall not be considered the party’s shortage of financial resources or the violation of obligations on the part of its contrahents. The parties shall immediately inform each other about the occurrence of force majeure circumstances by e-mail. The Party which fails to inform the other party of the force majeure circumstances shall not use these circumstances as the reason for release from liability for the non-performance of the Agreement. In the event of force majeure circumstances, the parties shall be released from performance of their contractual obligations for the overall period of the said circumstances, which shall not however be longer than 2 (two) months. If the reason for non-performance of obligations due to force majeure circumstances persists longer than 2 (two) months, either party shall be entitled to terminate the Agreement. Upon termination of the Agreement, the Client shall within 10 (ten) business days of termination of the Agreement or at the earliest possible opportunity pay for the services provided by the Contractor as well as any imputed penalty and interest.
9.1. The terms and conditions of the Agreement and the information obtained by the parties in the performance of the Agreement, including data on the visitors of the Client's website, shall be deemed confidential; it shall not be disclosed to the third parties and made public without the agreement of the other party, unless otherwise provided by the Agreement and the laws of the Republic of Lithuania.
10. Applicable Law and Procedure of Settlement of Disputes
10.1. This Agreement is subject to the law of the Republic of Lithuania.
10.2. The Parties agree that any disputes arising in connection to this Agreement shall be solved through negotiations. In case the dispute cannot be solved through negotiations within 30 days of receipt of a written claim from the other party, it shall be solved in the procedure laid down by the laws of the Republic of Lithuania in Vilnius City District Court No. 1 or in Vilnius County Court depending on which court has jurisdiction.
11. Period of Validity of the Agreement. Other Terms and Conditions
11.1. This Agreement shall take effect as of the moment of signing by both parties and shall remain in force for 1 (one) year. In case neither party notifies the other party of the termination of the Agreement 30 (thirty) calendar days before the expiry thereof, it shall be considered that the agreement is renewed for an additional period of one year.
11.2. Both parties shall have the right to make amendments to the Agreement. Any amendments shall be valid if coordinated in writing and signed by both parties. All amendments and supplements signed by the parties shall become an integral part of the Agreement.
11.3. The Client shall cover the Contractor’s losses if they were incurred due to the claims filed by the third party as a result of improper performance of obligations under the Agreement on the part of the Client provided that the Contractor has informed the Client about such claims in time.
11.4. The Parties agree that official information on the statistics of impressions and clicks of banners shall be the statistics which is provided on the Client's account on Adtarget.me platform. The Contractor shall not assume responsibility regarding any inconsistency of such statistical information with the information provided by the third party.
11.5. The Contractor shall issue an invoice to the Client within 7 business days for the services provided during the previous month. If the Client fails to file a well-founded written claim regarding the quality of the provision of services within 7 business days of receipt of the invoice by e-mail, it shall be considered that the Client accepted the services without any comments and contradictions.
11.6. The parties agree that any mutual disagreements, orders for services, confirmations or changes may be made by electronic means of communication and such documents shall have the legal value identical to that of signed documents.
11.7. The Agreement shall be made on the basis of the TOS after the TOS is accepted in accordance with the procedure specified in Clause 6 of the Agreement and pursuant to the provisions of the Civil Code of the Republic of Lithuania and other legal acts.
12. Contractor’s details
Address: Zirmunu st. 70, Vilnius, LT-09124, Lithuania
Company registration number: 300616422
VAT number: LT100002765114
Bank account: LT907300010097554634 (Swedbank AB, bank code: 73000, SWIFT: HABALT22)
Phone: +370 5 273 00 65