The web pages available at adskeeper.com, and all linked pages (“Site”), with are duly and legally operated by authorized online corporate drivers, acting separately and independently: INTERNATIONAL DIGITAL ADVERTISING AGENCY LLC, HARDWARE SOLUTION LIMITED and ADDERS MARKETING AGENCY S.R.L. (hereinafter may as well be collectively referred to as ‘Adskeeper’, ‘We’ or ‘Us’, covering the stipulated operators as a same, both acting collectively or separately, but being the single, integral and unitary Adskeeper operator), which are accessed by you under the Terms of Use (TOS). The User’s use of the Adskeeper website, services and information provided by the Adskeeper website is subject to the terms of the following User Agreement between the User and Adskeeper.

1. INTRODUCTION
1.1. The User’s use of the Adskeeper website, services and information provided by the Adskeeper website is subject to the terms of the following Terms of Service agreement (TOS) between the User and Adskeeper.

1.2. The User is defined as anyone who uses the Adskeeper website and any information and services provided by Adskeeper.

1.3. The Adskeeper website refers to the Internet site with the address adskeeper.com as well as banners and advertisements on other websites with a hyperlink(s) to adskeeper.com.

1.4. Adskeeper “services” refers to the ability that Adskeeper gives Users to publicize ads on the Adskeeper website in the form of an article caption (or post), short description and picture with a link to the website where this article is published. Adskeeper doesn’t create, write, or publish news stories or articles.

1.5. The Adskeeper website, services and information will be referred to collectively as the “Services” in this document excluding any additional services provided to the User by Adskeeper under a separate written agreement.

1.6. Adskeeper reserves the right to change the Terms of Service (TOS) without notifying the User.

Accepting the terms
2. ACCEPTING THE TERMS

2.1. In order to use the Services, the User must first agree to the Terms of Service (TOS). The User may not use the Services if he/she does not accept the TOS. If the User is already using the Services, but the User has not accepted the TOS, then the User must stop using Adskeeper’s Services immediately.

2.2. The User can accept the Terms of Service simply by using the Services. In this case, the User understands and agrees that Adskeeper will treat his/her use of the Services as acceptance of the Terms of Service from that point onwards.

Use of services by the user
3. USE OF SERVICES BY THE USER

3.1. Adskeeper enables the User to create ads from the articles published at the original website where the news and articles were published. The content of the ad’s post/caption/announcement/headline/hyper-link/photo (hereafter referred to as “Link”) may differ from the content of the article for which the link was made.

3.2. In any Link the User can use any picture or image which is published on the same page of the website where the original article is published and is relevant to the article. This picture or image will be published as a thumbnail. The User who publishes the Link and the website where the aforementioned article was published bear complete responsibility for any infringement of a third party’s copyright (copyright of the person(s) or organization(s) who created or owns the content of the article or photo) if such an infringement of copyright occurs.

3.3. In a Link, the User is allowed to use any picture or image which is NOT published on the same page of the website where the publicized article is published. In this case the picture or the image must be taken from open resources only (licensed free resources) and will be published as a thumbnail in the Link.

3.4. The content of the picture or image in a Link may differ from the topic of the Link’s caption, from the Link’s short description, from the original article’s caption, and from the content of the original article. The person(s) shown in the photo in the Link may differ from the person(s) shown or mentioned in the article. The picture used in the Link may be unrelated to the content of the original article.

3.5. The User understands and agrees that he/she is responsible for any information, data, written text, pictures, images, video and other content (hereafter referred to as “Content”) which he/she publishes on the internet using the Services of Adskeeper. This means that only the User (and not Adskeeper) bears full responsibility for all Content which the User publishes, uploads, sends, transfers, receives, shares or otherwise makes public using the Services of Adskeeper. Adskeeper does not monitor the Content published, posted, uploaded, sent, transferred, received, or shared with its Services and therefore does not guarantee the accuracy, completeness, comprehensiveness or quality of any Content. The User understands that while using the Services of Adskeeper he/she might come into contact with Content that could be legally proved to be straightly offensive, absolutely (without social-determined exceptions, i.e. for sexual minorities) indecent (that can not be deemed acceptable as normal and not indecent in any case) or directly objectionable as illegal or injuring. Adskeeper is not responsible for any Content created by the use of the Services by any User under any circumstances.

3.6. The User agrees that Adskeeper is not obliged to check any of the Content before it is published. The User also agrees that Adskeeper has the right (but shall have no obligation) to refuse or remove any or all Content (which is available through the Services of Adskeeper) at its own discretion. The User agrees that Adskeeper is not liable for the accuracy, reliability, completeness or usefulness of the Content displayed on the site or through the Adskeeper Services.

3.7. The User agrees and understands that he/she uses the Services at his/her own risk.

3.8. The User takes into account that Adskeeper Service technology may require sending Content (which the User wants to publish) through a computer network or changing the Content in order to meet specific technical requirements.

3.9. The User agrees NOT to use the Services to:

a. post, upload, email, transmit, share or otherwise make public any Content which is recognized as illegal, harmful, threatening, slanderous, infringing upon someone’s copyright, popularizing armored violence and/or any sort of discrimination (racial, social or any other sort of discrimination, judicially recognized to be of such nature), and/or insulting a particular person or organization;
b. infringe upon the rights of minors and/or cause any sort of harm to minors;
c. discriminate against minorities;
d. give untruthful information about his/her identity or identify himself/herself as a representative of an organization/company (including introducing himself/herself as a Adskeeper representative, Adskeeper employee, Adskeeper forum moderator, or Adskeeper owner) without having the right to do so, and to offer any false representation of the properties and/or characteristics of other persons, entities, companies, or products;
e. post, upload, email, transmit, share or otherwise make public any Content which is forbidden to post, upload, email, transmit, share or otherwise make public according to the law or a contractual agreement with a third party;
f. post, upload, email, transmit, share or otherwise make public any Content which affects a third party’s license, trademark, commercial secret, copyright or any other sort of possessive rights (rights of ownership);
g. post, upload, email, transmit, share or otherwise make public any Content which encourages/propagandizes ethnic strife, incites violence against a certain person(s) or group of people, violence against animals, and/or encourages the abuse of law;
h. post, upload, email, transmit, share or otherwise make public any Content which contains computer viruses, threats or other codes, files, or software which are intended to harm, destroy or restrict the functionality of any hardware or software, or which can be used for unauthorized access/data trespassing, or which contain serial numbers for licensed software, cracked software, logins, passwords or other tools for unauthorized access to any licensed protected software or data on the Internet;
i. abuse of any local, state or international laws of the location for the materials to be exposed/demostrated;
j. collect and store the private data of other users without legally acquired relevant consent;
k. engage in the unauthorized use of advertising, commercial or promotional content without an agreement with, or permission from, the concerned party;
l. post, upload, email, transmit, share or otherwise make public any content containing crude or offensive words, phrases or sentences.
m. post, upload, email, transmit, share or otherwise make public any content, specially intended for a qualified consumers/viewers groups or categories (especially, but not limited to adult content of any nature) without the prescribed filters of access, minors-access preventing soft or settings, or other specific means of isolating the undesired and unintended access.

3.9.1 Adskeeper reserves the right (but shall have no obligation) to refuse or remove any or all Content from the Services at its own discretion if the said Content does not meet the requirements of the Terms of Service. Adskeeper is not obliged to notify the User of the reasons for removing or rejecting any Content.

Non-commercial use
4. NON-COMMERCIAL USE

4.1. The User agrees not to reproduce, copy, sell or use for commercial purposes any parts of the Services, not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Adskeeper, unless the User is granted special rights by Adskeeper specifically in order to do so. Adskeeper doesn’t bear any responsibility for any legal agreements between the User and any other third parties.

4.2. The User agrees to refrain from trying to crack any of Adskeeper’s software or data or to decompile the Adskeeper software source codes used in the Services with the intention to install it on his/her PC, phone, pocket PC or other electronic device.

General terms of use and storage
5. GENERAL TERMS OF USE AND STORAGE

5.1. Adskeeper is not responsible for any delays, failures, incorrect or untimely publications, or the removal or loss of any data.

5.2. The User agrees that Adskeeper may make changes to the rules and restrictions of use from time to time with or without notification of the User.

5.3. The User agrees that any Content published with the Adskeeper Services as open Content can be used by Adskeeper at its own discretion for its own purposes and the User cannot claim compensation (monetary or otherwise) from Adskeeper for doing so.

Content license and intellectual property rights
6. CONTENT LICENSE AND INTELLECTUAL PROPERTY RIGHTS

6.1. The User acknowledges and agrees that all Adskeeper Services and software are protected by copyright, trademark, license, intellectual property laws and any applicable laws of the countries Adskeeper is operating in  and/or international laws.

6.2. Adskeeper gives the User a personal, non-assignable and non-exclusive license to use the software provided to him/her by Adskeeper as part of the Services. The User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. The User agrees that he/she will not reproduce, duplicate, copy, sell, trade or resell the software provided to him/her as a part of the Services for any purpose and also will not modify the Services for any purpose.

6.3. Unless the User has agreed otherwise in writing with Adskeeper, the User may not use objects of Adskeeper intellectual property (such as logos, trade names, trademarks and other brand features, Adskeeper website content etc.).

Exclusion of warranties
7. EXCLUSION OF WARRANTIES

7.1 Adskeeper does not guarantee to the User that his/her use of the Services will be uninterrupted, timely, secure or free from error.

7.2 Adskeeper does not bear responsibility for the Content created and displayed by other Users through the Services.

7.3 The User is solely responsible for any breach of any sort of third party rights.

7.4 If the use of the Services by the User results in complaints or claims from a third party addressed to Adskeeper concerning the breach of their rights (including copyright infringement or a person(s) depicted in the photos in the Content who does not want the images to be used in the Services) the User is held fully responsible and must take actions on her/his own to satisfy such claims and complaints.

7.5 Adskeeper may (but has no obligation to) review, modify or remove Content published by the User.

7.6 Adskeeper is not liable to the User for any loss of information which the User publishes on or with the Services of ADSKEEPER.

7.7 The User understands and agrees that:

a. The Services are provided “as is”. Adskeeper does not guarantee that the Services will accommodate or fulfill the User’s purpose(s) for using them;
b. Adskeeper does not guarantee that the Services will meet the User’s requirements or expectations; that the Services will be uninterrupted, timely, secure or free from error; that any information obtained by the User as a result of his/her use of the Services will be accurate or reliable; that the quality of any product, information etc. obtained by the User as a result of his/her use of the Services will meet the User’s expectations; that defects in the operation or functionality of any software provided to the User as part of the Services will be corrected;
c. The User understands that he/she uses the information obtained through use the Services at his/her own risk;
d. Adskeeper is not liable to the User for any direct or indirect losses which may be incurred by the User due to the availability or unavailability of the Services or the behavior of a third party concerning the Services;
e. The Services may include hyper-links to other websites or content or resources. The User acknowledges and agrees that Adskeeper is not responsible for the availability of any such external sites or resources, for their content, and/or for any loss or damage which may be incurred by the User as a result of his/her use of such external sites or resources.

Other general legal terms
8. OTHER GENERAL LEGAL TERMS

8.1 Unless the User has agreed otherwise in writing with Adskeeper, all complaints, claims, requests, questions and other inquiries must be addressed to [email protected].

8.2 The Terms of Service (TOS) is a binding agreement between the User and Adskeeper which regulates the User’s use of Adskeeper’s Services.

8.3. These Terms of Service, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the laws of England and Wales. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. The prevailing party in any action arising out of this ToS shall be entitled to an award of its costs and attorneys’ fees.

8.4. When using Adskeeper Services that are free, the user agrees that consumer protection laws are not applicable to the Terms of Service.

8.5 Nothing in the TOS can be recognized as an establishment of friendship, business partnership, employment, representative relations or any other sort of relationship between the User and Adskeeper which is not directly described under the Terms.

8.6 If any part of the TOS is proved to the satisfaction of a jury as being invalid or as having a non-binding nature, the rest of the Terms of Service will still remain binding.

8.7 If the User (or any other users) breaks the Terms of Service and Adskeeper does not act to protect its interests, this does not mean that Adskeeper cannot decide to prosecute any offender in the future.

User registration
9. USER REGISTRATION

9.1 In consideration of your use of the Adskeeper Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the Adskeeper Services under the laws of the United States or other applicable jurisdiction.

9.2 As a condition to using Services, you are required to register with Adskeeper and select a password and screen name (Adskeeper User ID). You shall provide Adskeeper with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your Adskeeper account. You may not

(i) select or use as a Adskeeper User ID a name of another person with the intent to impersonate that person;
(ii) use as a Adskeeper User ID a name subject to any rights of a person other than you without appropriate authorization; or
(iii) use as a Adskeeper User ID a name that is otherwise offensive, vulgar or obscene. Adskeeper reserves the right to refuse registration of, or cancel a Adskeeper User ID in its discretion. You shall be responsible for maintaining the confidentiality of your Adskeeper password.
(iv) infringe, violate or omit in any way the Adskeeper’s ToS and, including but not limited to, the creative requirements (the rules of visual information shaping and processing hereunder or as set under the specific User’s ID prescriptions) since finishing the registration at Adskeeper and obtaining the Adskeeper User ID.

9.3 Services are available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.

Content license from the user
10. CONTENT LICENSE FROM THE USER
Unless agreed otherwise, the User retains the copyright and any other rights he/she already holds in the Content which he/she submits, posts or displays on or through the Services. The User is solely responsible (as established by the current law of the United States of America) for the use of Content which does not belong to him/her and for the breach of any third party copyright. If the User is found to have published Content which does not belong to him/her, it will be removed at the first request of the owner of the content (or the person(s)/entity effected).

User’s complaints
11. USER’S COMPLAINTS
The User is requested by Adskeeper to report any violation of the Terms to [email protected]. The report should include as many details as possible. Hyperlinks to specific statements/comments would be the most significant and would hasten the processing of the report.

Service interruption and force majeure
12. SERVICE INTERRUPTION AND FORCE MAJEURE

12.1 Adskeeper may temporarily suspend the availability of the Services to carry out scheduled hardware and software tests and/or updates (or any other necessary technical tasks). The User will be sent a notification about the start of such tasks one hour in advance along with information about when the task(s) will be finished.

12.2 Adskeeper may on its own consideration (provided that the relevant procedures and regulations are applicable in any separately taken case, e.g. stipulated above, sub-cl. (iv) cl.9.2.), suspend the availability of any services, provided hereunder, connected to the User’s ID as well as stop the User’s access to all and any operations, available under User’s registration as well as immediately terminate the User’s Adskeeper account.

12.3 In case of a force majeure, Adskeeper software/hardware failures or breakdowns, failures or breakdowns of the hardware/software of Adskeeper’s partners (including failures and breakdowns which occur due to the actions of a third party) the provision of the Services may be interrupted without notification of the User.

Consideration of a claim
13. CONSIDERATION OF A CLAIM

13.1 All claims from a User(s) concerning his/her relationship with Adskeeper will be considered in the follow way:

a. If the User is certain that his/her rights or interests have been infringed upon due to the actions of Adskeeper, then he/she is requested to send his/her claim [email protected]. The personal information (e.g. name, surname, e-mail) which was provided during the User’s registration should be included in the claim;
b. The claim will be considered by Adskeeper within 5 business days from the day the claim is received, and the User will be sent a letter from Adskeeper with a decision on his/her claim. The letter will be sent by e-mail to the email provided by the User in the claim;
c. In case the User is not satisfied with the decision for his/her claim, it will be considered according to these Terms of Service;
d. Unidentified claims will not be considered. If personal information is included in the claim but it is impossible to identify the User on the basis of the information provided, then the claim will not be considered.

Special provisions applicable to advertisers
14. SPECIAL PROVISIONS APPLICABLE TO ADVERTISERS

14.1 The User may buy ads on Adskeeper website. The following special terms apply to the User that places an order through Adskeeper’s online advertising portal:

a. User’s ads should fully comply with Adskeeper Terms of Service.
b. All payments will be calculated based on Adskeeper’s tracking system.
c. Adskeeper does not states or guarantees that the ads placed by the User will receive any number of intended clicks.
d. Adskeeper is not responsible for the people that interact with User’s ads, and is not responsible for click fraud or other improper actions that affect the cost of running ads.
e. User can cancel the Order at any time through our online portal, considering that it may take up to 48 hours before the ad stops running. User is responsible for paying for those ads.
f. Adskeeper can use User’s ads and related content and information for marketing or promotional purposes.
g. User will not issue any press release or make public statements about User’s relationship with Adskeeper without prior written permission of Adskeeper.
h. Adskeeper may reject or remove any ad for any reason.
i. If User is placing ads on someone else’s behalf, Adskeeper need to make sure that User has permission to place those ads, including the following: User warrants having legal authority to bind the advertiser. User agrees that if the advertiser violates Adskeeper Terms of Service, Adskeeper may hold User responsible for that violation.
j. Adskeeper shall not in any case be deemed obliged to pay any fee for any amount of fraud clicks, as well as for total fraudulent traffic.

14.2 All payment options are available after User’s registration and corresponding authorization under the registered account at Adskeeper website.

Special provisions applicable to publishers
15. SPECIAL PROVISIONS APPLICABLE TO PUBLISHERS

15.1 The following terms and conditions apply to the Users that act as Publishers of ads from Adskeeper’s advertisers

15.2 Adskeeper’ library of useful widgets includes specific designs for different site placements. These Widgets were developed using a set of specialized tests, and the effectiveness of each widget design has been determined through experimentation; therefore, we recommend that you use default formats to maximize results – otherwise, the results may be unpredictable.

15.3 Widgets must not be superimposed over video players, must not interfere with the usability of the site, and must not mislead users by sending them automatically to the advertiser’s landing page. The site may be permanently banned in Adskeeper for blind and fraudulent clicks. Adskeeper shall bear no payment obligations as for all and any amount of fraudulent clicks, immaturely counted as due.

Miscellaneous
16. MISCELLANEOUS
These Terms of Use constitute the entire agreement between you and Adskeeper pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind Adskeeper in any respect whatsoever. These Terms of Use may be amended only by a writing executed by Adskeeper. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Adskeeper to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and shall not limit Adskeeper’s rights with respect to such breach or any subsequent breaches.

Conclusion

INTERNATIONAL DIGITAL ADVERTISING AGENCY LLC is a company, duly incorporated under the laws of Georgia and having its registered office at Georgia, Tbilisi 0167 Gldani-Nadzaladevi District, Omar Khizanishvili str., № 264.

HARDWARE SOLUTION LIMITED is a company, duly incorporated under the laws of Hong Kong and having its registered office at ROOM 1502 15/F HARCOURT HOUSE NO.39 GLOUCESTER ROAD, WANCHAI, HONG KONG.

ADDERS MARKETING AGENCY S.R.L. is a company, duly incorporated under the laws of Romania and having its registered office at
Bucharest sector 1, 75-77 BUZESTI Street, rooms 2 and 3, 9th floor.