Terms and Conditions for Advertisers
Last updated: September 12, 2024
These Terms and Conditions for Advertisers (“Terms”) govern the relationship between IMonetizeIt Limited (“IMonetizeIt”) and the Advertiser unless otherwise agreed by the parties in an Insertion Order (“IO”) or another mutually signed document. For the purpose of these Terms “Advertiser” should be defined as Individuals or companies that register with IMonetizeIt to purchase traffic for banners and/or redirects. By registering with IMonetizeIt and using its services, the Advertiser agrees to be bound by these Terms.
1. MODIFICATION OF TERMS
1.1 Right to Modify: IMonetizeIt expressly reserves the right to amend or modify any provision of these Terms, from time to time without prior notice to the Advertiser. However, if required by law, IMonetizeIt will notify the Advertiser of any significant changes via email or through a prominent notice on the IMonetizeIt website at least thirty (30) days before the changes take effect.
1.2 Advertiser’s Responsibility: The Advertiser acknowledges and agrees that it is their responsibility to review the IMonetizeIt website and the Agreement periodically to stay informed of any updates or modifications. The Advertiser’s continued use of IMonetizeIt’s services after any such modifications have taken effect constitutes acceptance of the changes and an agreement to be bound by the revised Terms and Conditions for Advertisers.
2. SERVICE
2.1 Description of Service: IMonetizeIt operates a cost-per-action (CPA) advertising platform, providing Advertisers access to its network of publishers and affiliates (“Affiliates”) for the purpose of promoting Advertiser campaigns. The Advertiser agrees to use the platform to place and manage advertisements for their products and services on a CPA basis, meaning the Advertiser will only pay for specified actions (leads, sales, clicks, or other conversions) as defined in the IO or as agreed upon by both parties.
2.2 Performance Tracking: IMonetizeIt utilizes proprietary tracking tools and reporting systems to measure and report the performance of Advertiser campaigns. The Advertiser is responsible for ensuring that the required tracking pixels, links, or other tracking technologies (“Tracking Tools”) are correctly implemented on their end to capture campaign performance data. IMonetizeIt shall not be responsible for any discrepancies in tracking due to incorrect implementation by the Advertiser.
2.3 Campaign Setup and Management: IMonetizeIt provides the Advertiser with access to an online interface (“Account”) where the Advertiser can create, manage, and monitor the performance of their campaigns. Campaigns may be subject to approval by IMonetizeIt before they are made available on the platform.
2.4 Service Availability: IMONETIZEIT WILL MAKE REASONABLE EFFORTS TO ENSURE CONTINUOUS SERVICE AVAILABILITY. HOWEVER, THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND NONE OF IMONETIZEIT, ITS AFFILIATES OR IMONETIZEIT’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICES\CAMPAIGNS OR WITH ANY RESULTS OF THE ABOVE. IMONETIZEIT DOES NOT GUARANTEE UNINTERRUPTED ACCESS TO ITS PLATFORM OR THE SUCCESS OF ANY ADVERTISING CAMPAIGNS AND IS NOT LIABLE FOR ANY DOWNTIME OR SERVICE INTERRUPTIONS CAUSED BY FACTORS OUTSIDE ITS CONTROL, INCLUDING TECHNICAL ISSUES, MAINTENANCE, OR THIRD-PARTY SERVICES.
2.5 Right to Refuse Service: IMonetizeIt reserves the right to refuse, reject, or suspend any Advertiser campaign at its sole discretion, especially if the campaign is deemed inappropriate, offensive, or in violation of any legal requirements, third-party rights, or platform policies.
2.6 No Guarantee of Results: IMonetizeIt provides the tools and infrastructure for Advertisers to run their campaigns but does not guarantee any specific results, levels of traffic, leads, conversions, or revenue from any campaign. Campaign performance is subject to market conditions, targeting, and the attractiveness of the Advertiser’s offer.
3. TERMS OF PAYMENT
3.1 Payment Obligations: The Advertiser must pay the invoiced amounts to IMonetizeIt in US dollars, or in the currency specified in the IO or mutually agreed upon by the parties. Payment must be made within thirty (30) days from the invoice date unless otherwise stated in the IO. Any overdue payments will accrue interest at a rate of 2.5% per month, or the highest rate permitted by law, whichever is lower.
3.2 Reporting and Invoicing: The Advertiser must provide IMonetizeIt with reported numbers and statistics within ten (10) days after each billable month or any other billing period agreed upon. If the Advertiser fails to provide this information, IMonetizeIt will issue an invoice based on its own tracking data. IMonetizeIt reserves the right to dispute any reported numbers within fifteen (15) days. In case of discrepancies, IMonetizeIt’s platform numbers will prevail unless the Advertiser can prove that the discrepancy arose from IMonetizeIt’s error.
3.3. Fraud Report and Deductions: Deduction of fraud leads will be provided by agreed fraud report not later than 7 days after the end of billing period. The fraud report must include the fraud click IDs, the reason for classifying the leads or actions as fraudulent, and the total amount of the deduction being requested. If IMonetizeIt agrees with the reported fraud activity, the corresponding amount will be deducted from the invoice for the relevant billing period. IMonetizeIt retains the right to dispute any claims of fraud if sufficient evidence is not provided or if the classification of fraud is not justified. After the seven-day period, no further fraud disputes will be accepted, and the Advertiser will be deemed to have agreed with the statistics provided by IMonetizeIt for that billing period.
3.4 Currency and Taxes: The Advertiser is responsible for paying all applicable taxes, including VAT, sales tax, or any similar levies, without set-off. Failure to pay may result in additional legal or collection expenses borne by the Advertiser.
3.5 Disputes: Any dispute regarding invoicing must be raised within five (5) calendar days from the receipt of the invoice. Thereafter, all invoices are deemed accepted and must be paid in full.
3.6 Advertiser Acting as Agency: If the Advertiser is acting as an agency on behalf of its clients, the Advertiser acknowledges and agrees that it is solely responsible and liable for all payments due under these Terms, regardless of whether the Advertiser is paying on behalf of itself or its clients. The Advertiser’s liability for payments remains in effect even if it has not received payment from its clients for ads placed in accordance with these Terms. IMonetizeIt shall not be obligated to seek payment from the Advertiser’s clients, and the Advertiser’s obligation to pay shall not be contingent upon the receipt of funds from its clients.
4. CONTENT CONTROL AND CAMPAIGN MANAGEMENT
4.1 Approval of Campaigns: All advertising content is subject to review and approval by IMonetizeIt. IMonetizeIt reserves the right to reject, suspend, or cancel any campaign that does not meet its standards or is deemed inappropriate or in violation of applicable laws.
4.2 Advertiser’s Responsibility for Content: The Advertiser is responsible for ensuring that the content of their advertising material is lawful and does not infringe on third-party rights, including intellectual property rights. IMonetizeIt disclaims liability for any claims arising from the Advertiser’s content.
4.3 Content Restrictions: Advertisements that contain defamatory, obscene, false, misleading, or unlawful content, or that violate privacy laws, will not be accepted. IMonetizeIt reserves the right to remove or modify any content that violates its policies or applicable laws.
5. REPRESENTATIONS AND WARRANTIES
5.1 Advertiser Warranties: The Advertiser represents, warrants, and agrees that:
- It has the legal authority to enter into this Agreement.
- It has the right to use and authorize IMonetizeIt to use its advertising materials.
- The advertising materials comply with all applicable laws, do not violate any third-party rights, and do not contain harmful or malicious content.
5.2 Compliance with Laws: The Advertiser agrees to comply with all applicable laws and regulations related to its campaigns, including laws related to data protection, privacy, and intellectual property. The Advertiser also agrees to comply with anti-spam regulations where applicable.
6. CONFIDENTIALITY
Both parties agree to keep all confidential information exchanged under this Terms or applicable IO confidential and to not disclose it to any third party without prior written consent, except as required by law. Confidentiality obligations will remain in effect for three (3) years after the termination of cooperation between the parties for any reason.
7. NON-SOLICITATION
The Advertiser agrees not to solicit or attempt to hire any employees, contractors, or affiliates of IMonetizeIt during the term of this of cooperation of the parties and for one (1) year thereafter. Breach of this clause will result in liquidated damages equivalent to six (6) months of payments made by the Advertiser to IMonetizeIt prior to the breach or $50 000 (fifty thousand US dollars), whichever is greater.
8. TERMINATION
8.1 Termination for Convenience: Either party may terminate the Agreement or IO upon two (2) working days’ written notice to the other party. Upon termination, all undisputed amounts owed by IMonetizeIt must be settled within five (5) days of the effective termination date.
8.2 Termination for Breach: IMonetizeIt reserves the right to immediately terminate this agreement with Advertiser, applicable IO or any other mutually signed document if the Advertiser breaches any provision of these Terms or if the Advertiser’s actions harm IMonetizeIt’s reputation or violate applicable laws.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Liability: IN NO EVENT SHALL IMONETIZEIT, OUR EMPLOYEES, AGENTS, OR ANY THIRD PARTY PROVIDERS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, LOSS OF PROFITS, SALES, BUSINESS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF IMONETIZEIT’S PLATFORM, SERVICES OR CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF IMONETIZEIT’S PLATFORM) OR (III) THE PERFORMANCE OR NONPERFORMANCE BY US OR ANY THIRD PARTY PROVIDERS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
9.2 Limit of Liability: IMONETIZEIT’S TOTAL LIABILITY UNDER THIS TERMS IS LIMITED TO THE TOTAL AMOUNT PAID BY THE ADVERTISER FOR THE RELEVANT BILLING PERIOD DURING WHICH THE ISSUE OCCURRED.
10. INDEMNIFICATION
The Advertiser agrees to defend, indemnify and hold harmless IMonetizeIt and each of its Affiliates and representatives from any claims, damages, or expenses arising from the Advertiser’s breach of this Agreement, violation of applicable laws, or infringement of third-party rights.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law: These Terms are governed by the laws of Hong Kong.
11.2 Dispute Resolution: The parties agree to resolve any disputes through mediation before resorting to litigation. Any legal action will be subject to the jurisdiction of the courts in Hong Kong.
12. ENTIRE AGREEMENT
These Terms, along with any applicable Insertion Orders, constitute the entire agreement between the parties and supersede any prior agreements or understandings. Any amendments must be in writing and signed by both parties.
