Advertiser Agreement

1. Definitions
2. The Service
3. Costs incurred, Contents and Positioning
4. Fees, Payment and Advertiser Account
5. Adsteroid’s Limited Warranty
6. Advertiser’s Representations and Warranties
7. Fraudulent Activity
8. Indemnification
9. Rejection of Campaign Content
10. Non-Solicitation
11. Confidentiality
12. Cancellation
13. Intellectual property
14. Entire Agreement and Variation
15. Assignment, Governing Law and Jurisdiction
16. Limitation of Liability; Disclaimer of Warranty
17. Refund policy
18. Force Majeure
19. Miscellaneous
20. Recurring Transaction

Adsteroid (the, “Adsteroid”, “Adsteroid.pro”, “We”, etc.) being an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through such service globally (the, “Service”), and

You (the, “Advertiser”, “You”, “Yours”, etc.), seeking for an online service for managing advertising campaigns and marketing consultancy, media market analysis, ads campaign planning, media time buying, and

WHEREAS,
Adsteroid has offered its services to the Advertiser through www.adsteroid,pro website (the, “Program”), and You decided to utilise the Service,

NOW,
Adsteroid and Advertiser hereby agree as follows:

BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT.

1. Definitions
   1. “Ad(s) or Advertisement(s)” – means graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar generated by Advertiser’s web-servers in response to a query from Adsteroid.
   2. “Advertiser” – means a party that has decided to enter into this Agreement and to assign Adsteroid to provide online services in accordance with the terms and conditions of this Agreement.
   3. “Advertiser Account” / “Account” – means the Advertiser’s account at Adsteroid web-site www.adsteroid.pro for deposit of money and managing of campaigns.
   4. “Content” – means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement.
   5. “Effective Date” – means the date of adoption by Advertiser terms of this Agreement or in the absence of its signature, the date when the Advertiser set up an Advertiser Account with Adsteroid.
   6. “Adsteroid Network” – means Adsteroid’s digital advertising network available at www.adsteroid.pro, including advertisers and publishers.
   7. “Adsteroid Network Property” – means any website, application, content, property or any other media owned, operated, or provided by a company within the Adsteroid Network upon which Adsteroid places Ads.
   8. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
   9. “Campaign” – means certain actions set up by an Advertiser to increase traffic to the Advertiser or its affiliate website, sales and/or attracting new customers.
2. The Service
   1. Adsteroid provides You an opportunity to participate in our Service and Program by placing its Ads on web pages of publishers registered in Adsteroid Network. Adsteroid will monitor, track and report its Services in a manner and on a schedule as determined by Adsteroid.
   2. In order to become an Advertiser you must first accurately submit an application for Adsteroid account at our website and be in compliance with present Agreement (in case of using Self-service) or register yourself as an Advertiser by contacting Adsteroid directly (in case of using Managed service) for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as Adsteroid’ Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. Adsteroid reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Adsteroid sole discretion.
   3. By filing your account application or registering as an Advertiser you confirm your understanding and unreserved acceptance of present Agreement and terms and conditions of Adsteroid, including, but not limited to, the Privacy Policy, published at our website concerning the Services, and confirm You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.
   4. Adsteroid has the following Non Acceptable Business rules for Advertisers:
      • Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
      • Where there is knowledge or suspicion of money laundering or terrorist financing;
      • Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
      • Where the client or any of the clients associated parties are subject to any sanctions measures;
      • Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
      • Producers/publishers of racist/pornographic/pressure group material or extreme political propaganda;
      • Regulated entities that do not have the appropriate licensing;
      • Extreme political and/or charitable organisations.
   5. There are the following methods of using the Service available – Self-Service or Managed service.
      Self-Service assumes that all Services and ad campaigns shall be provided through Advertisers’ account in Program. Adsteroid support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You.
      Managed service assumes that assistance of using the Services and Program shall be provided by Adsteroid officers.
   6. You may not transfer your account to anyone without explicit written permission of Adsteroid and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Adsteroid cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
   7. Adsteroid will implement, monitor, track and report an agreed campaign. Adsteroid will furthermore report if and when errors have occurred in a Campaign in order to rectify such errors so that such Campaign can be carried out as agreed on. Adsteroid will also, at its sole discretion, provide support and advice on a Campaign during the term of this Agreement.
   8. Adsteroid does not guarantee: (i) the placement, positioning or the timing of delivery of any Ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any Ad on any Adsteroid Network Property.
3. Costs incurred, Contents and Positioning
   1. Advertiser shall submit Contents for all Ads types in accordance with such due date as may be set out in this Agreement or as otherwise is communicated by Adsteroid.
   2. Unless otherwise agreed in writing, the positioning of Ads on a Adsteroid Network Property is at Adsteroid sole discretion.
   3. If Advertiser asks Adsteroid to carry out the posting or modification of a campaign or any element of the campaign (including without limitation through an authorization for Adsteroid to optimize campaigns generally), Adsteroid will carry out such posting and/or modification within 48 hours.

      Any such posting or modification carried out by Adsteroid shall be deemed approved by Advertiser from the earlier of: (i) confirmation from Advertiser, and (ii) the end of the 12th hour following the posting or modification carried out by Adsteroid. If Advertiser does not approve of the posting or modification, it must notify Adsteroid via e-mail within 12 hours of the posting or modification.

   4. Advertiser is solely responsible for all: (i) Contents generated by or for Advertiser; (ii) properties to which a Content directs users (including without limitation content on the domain or landing page reached by clicking on the Content URLs; and/or (iv) Advertiser’s services.
4. Fees, Payment and Advertiser Account
   1. All statistics for the purposes of billing and general delivery reporting are based on Adsteroid’s reporting system.

      Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (the, “Reporting Period”).

      Rates for advertising campaigns are calculated on the basis of its pricing model, frequency of impressions, ads placement, number of acquisitions, GEOs and other campaign terms.

   2. In the event that Advertiser believes that there is a discrepancy in Adsteroid’s reporting system (stats) for Reporting Period, Advertiser must provide Adsteroid with a reasoned report of such discrepancy within three (3) calendar days from receipt of Adsteroid’s server reports in relevant Reporting Period. Otherwise, Adsteroid shall not be liable for such discrepancy, services shall be deemed rendered, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Adsteroid reporting system shall prevail.
   3. Adsteroid provides the ability to perform payments by using payment service providers. Advertiser shall have the right to select any payment service provider available. You agree that Adsteroid is not responsible for any actions applied by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments to Adsteroid include the above-mentioned fees and commission, if applicable.

      Advertiser is responsible for all applicable taxes associated with provided ad services, other than taxes based on Adsteroid income. Advertiser shall indemnify Adsteroid against all losses suffered or incurred by Adsteroid arising out of or in connection with any payment made to Adsteroid.

   4. In case of using Self-Service Advertiser shall make a deposit of funds to its Advertiser Account in advance. The minimum amount of initial deposit is $100 US Dollars. By using Self-Service you agree that setting limitations on Ads campaigns budget and spending shall be entirely your responsibility. If the funds in your Advertiser Account are exhausted, all running campaigns may be suspended immediately, if spending limits are not applicable. Spending limitations are not legally binding and Adsteroid bears no responsibility for any excess.
   5. In case of using Managed services Advertiser shall set up all spending limitations and budget (fixed or unlimited) with Adsteroid managers to run Ads campaign. So Advertiser has to control spending of advertising budget and undertakes to inform Adsteroid in written about further actions to optimize such campaign. You shall pay for Services on the base of the invoices, issued by Adsteroid, by one the following options: (i) prepayment, (ii) net, or (iii) net + 30 days.
   6. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Adsteroid may be shared by Adsteroid with companies who work on Adsteroid’ behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment to Adsteroid and serving customers account.
   7. Adsteroid shall not be liable for any use or disclosure of such information by such third Party.
   8. Advertiser shall be responsible for any pricing, Bid, Ad Unit Values, Bidding Terms, Account configuration or category classifications errors or other errors (“Buyer Errors”) resulting in a completed transaction (Ad Unit served), and shall be liable for any payments due in connection with the completed transaction.
      Advertiser acknowledges that:
      • all executed transactions are final;
      • notification of Buyer Errors must be reported by the Advertiser within 24 hours;
   9. Adsteroid reserves the right to discontinue Service, withhold payment at any time and terminate present Agreement without liability to Advertiser in case of material breach of this Agreement by the Advertiser or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations, or any activity specified in Section 9 of this Agreement shall be deemed a material breach of this Agreement.
   10. Adsteroid shall have the right to adjust your account balance in the case of (i) need of payment of bonuses, (ii) to deduct transaction fees, (iii) due to technical reasons, (iv) due to fraudulent activity, (v) upon additional agreement by the Parties.
5. Adsteroid’s Limited Warranty
   1. Except for the express warranties set forth above and to the extent permitted by law Adsteroid expressly disclaims all other warranties of any kind with respect to the Service, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the Services will be uninterrupted, completely secure and/or free of software errors.
   2. Adsteroid furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, campaigns or Contents on any websites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.
6. Advertiser’s Representations and Warranties
   1. Each party will make every effort to uphold the highest ethical and commercial standards. If Adsteroid requests that Advertisements should be removed from or not placed in any context that harms the goodwill or reputation of Adsteroid, Advertiser will promptly comply with such request.

      In case of violation of its obligations under present Agreement by Advertiser, Adsteroid reserves the right to stop providing services and withhold Advertisers’ remuneration or account balance or fine.

   2. Advertiser accepts and acknowledges the full responsibility in the event that the Contents in a Campaign would be deemed invalid or illegal in any applicable jurisdiction.
   3. Each Party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either Party’s liability for fraud.
   4. Hereby you represent and warrant that you have all necessary rights, permits and licenses to start and manage ad campaigns and for display Advertisement and operate Your websites and business activities in the selected jurisdictions. In case of breach of this obligation, Adsteroid may terminate this Agreement at any time without prior notice, withhold any remuneration or account balance and claim for compensation of incurred losses and damages.
   5. Advertiser undertakes to ensure that its servers support the traffic directed to ad campaign through our service. Anyway, Adsteroid takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your website.
   6. You hereby agree not to use Adsteroid’ system interface, available to You in connection with the execution of this Agreement, in any ways not provided for by this Agreement, including not to distribute or transfer it to any third party.
   7. Hereby You agree not to grant any third parties the opportunity to place Ads that violate the requirements of the legislation, as well as ethics and morality rules. You shall bear all the expenses and losses incurred from Your illegal use of copyrighted materials (including Ads, trademarks, etc).
   8. You warrant not to use automated tools, including robots, scripts, or spiders, for generation of the inquiries or gather information from the interface of the Adsteroid Network.
   9. Hereby You warrant that You will not use the Adsteroid Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property.
   10. You grant NOT to modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in Adsteroid Network, Services or Program.
   11. Hereby You represent and warrant to provide Adsteroid with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfillment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
   12. Hereby You irrevocably authorize Adsteroid to transfer a request received by Adsteroid to provide information for the payment directly to Your financial institution available.
7. Fraudulent Activity

   You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or exceed your permitted access to Adsteroid website or Program.

   You are prohibited from any practice of disguising (cloaking) an Ads with different content or landing page. Adsteroid shall have the right, in proven cloaking attempts, to ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. In any case Adsteroid shall make all determinations about fraudulent activity in its sole discretion.

8. Indemnification

   Advertiser agrees to indemnify and hold Adsteroid, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.

9. Rejection of Campaign Content
   1. Adsteroid has, in its sole discretion and without any liability, the right to deny any advertising material or Content that includes or based on any inappropriate or illegal content such as, including but not limited to, the following examples:
      • pornography, adult or mature content;
      • illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc); hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
      • violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
      • illegal substance;
      • drugs or any related paraphernalia;
      • adware, malware, viruses, phishing offers;
      • creatives should not contain the words like “your sofware is outdated”, “your device is infected”, “viruses found” etc. No misleading ads, providing false info to the user;
      • purchase of weapons/military equipment;
      • false or deceptive investment advice, and others;

      If Advertiser provides software for campaign, it shall be free from any spy- or malicious software and comply with the terms and conditions under present Agreement. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.

      Advertiser will defend, indemnify and hold Adsteroid or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys’ fees) resulting from any claim, judgment or proceeding brought by a third party.

      In case where advertisements are placed in such locations, Adsteroid reserves the right to withhold payment for the entire campaign, withhold account balance and any other remuneration and/or submit an immediate legal action against Advertiser and/or set a financial penalty, based on the damages caused to Adsteroid.

   2. In order to be eligible to become an Advertiser of software or other application (API), Your software or application (API) must meet the following criteria:
      • not to generate or facilitate unsolicited bulk commercial email;
      • not to violate, or encourage the violation of, the legal rights of others;
      • not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
      • not to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
      • it must not to alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly.

      Advertiser will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. Advertiser will promptly notify Adsteroid of any unauthorized use of, or access to, the software or application of which it becomes aware.

      Advertising software shall be installed only with the consent of the user, and shall provide ability of its removal without special additional programs.

   3. Advertiser further acknowledges and accepts that Adsteroid may stop a Campaign in case Advertiser’s website includes inappropriate content as described under sections 9.1, 9.2 above.
   4. In order to ensure compliance with this section 9, Advertiser must notify Adsteroid in writing of any changes to the content on Advertiser’s website which could be deemed inappropriate content.
10. Non-Solicitation

    Advertiser hereby agrees not to contact websites in the Adsteroid Network in order to purchase advertisement space from them or engage in practice that would be deemed competitive to the efforts of Adsteroid in its attempts to represent the website’s advertising spaces. Violation of this clause shall be deemed a material breach of this Contract.

11. Confidentiality
    1. Each Party (a “Receiving Party”) understands that the other Party (a “Disclosing Party”) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”).
    2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.
    3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
    4. The foregoing obligations under this section 11 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (v) express written consent has been given prior to disclosure.
    5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
    6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.
12. Cancellation
    1. Either party may cancel the ads campaign and terminate present Agreement with 48 hours’ written notice to the other party.
    2. Adsteroid shall be entitled, with immediate effect, to stop Advertiser’s Campaign or to prematurely terminate this Agreement in writing where: (a) Advertiser uses the Service or Program in a manner that entails the perpetration of a crime; (b) Advertiser uses the Service or Program in a manner that occasions losses or the risk of loss for Adsteroid or any third Party; (c) it may be reasonably assumed that Campaign violates governing law; (d) notwithstanding reminders, Advertiser fails to pay agreed fees or any other remuneration to Adsteroid within a stated time; (e) Advertiser otherwise fails to comply with this Agreement and such breach of contract is material; or (f) Advertiser is placed into insolvent liquidation or is otherwise insolvent.

       In this case, Adsteroid shall have the right to block your account immediately and to withhold the remaining funds at your account as a fine.

    3. This Agreement will be blocked when the Advertiser’s Account has not been in use for more than three (3) months. You will receive a notification informing you that your account is blocked because of “Inactive account status”. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.

       If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the remaining funds will be fully deducted from your account.

    4. You acknowledge and agree that in case of Your account been deleted at any reason it doesn’t mean that user data would be erased too.
13. Intellectual property

    Hereby we grant you a non-exclusive, non-transferable, revocable right to use Adsteroid Service and access our Program solely in accordance with the terms of this Agreement.

    You may not alter, modify, manipulate or create derivative works of Adsteroid or any our graphics, creative, copy or other materials owned by, or licensed to Adsteroid in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Adsteroid’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Adsteroid without compensation. All rights not expressly granted in this Agreement are reserved by Adsteroid.

14. Entire Agreement and Variation
    1. Adsteroid reserves the right to amend the terms and conditions of this Agreement at any time unilaterally. The Advertiser shall be informed of such amendments by e-mail or through the information being made available on Adsteroid’s website. The Advertiser shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available on Adsteroid’s website. Where the Advertiser does not accept the amendment, the Advertiser shall be entitled, within thirty (30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published on the website, provided that the changes have an adverse effect, that could not be considered as minor, on the Advertiser, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Advertiser within the aforementioned time, the Advertiser shall be deemed to have accepted the new terms and conditions.
    2. Advertiser acknowledges and agrees that in entering into this Agreement it has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral other than those expressly set out in this Agreement, Privacy Policy or other terms and conditions published at www.adsteroid.pro and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.
15. Assignment, Governing Law and Jurisdiction
    1. Adsteroid may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Adsteroid, which shall not be unreasonably withheld.
    2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Cyprus.
    3. Each party irrevocably agrees, for the sole benefit of Adsteroid that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. Nothing in this clause shall limit the right of Adsteroid to take proceedings against Advertiser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
16. Limitation of Liability; Disclaimer of Warranty

    NO EVENT SHALL ASTEROID BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF ASTEROID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION, CONTENT AND SERVICES AT THE PROGRAM OR IN SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SEVICE AND RUN PROGRAM AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASTEROID DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF PROGRAM, THE INFORMATION, SERVICES, AND CONTENT INCLUDED AT THE PROGRAM OR IN SERVICE AND PROVIDED BY ASTEROID, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ASTEROID DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON ITS WEBSITE OR PROVIDED BY ASTEROID IS ACCURATE, COMPLETE OR CURRENT.

17. Refund Policy
    1. Refund could be applied only upon written request containing reasons for your refund to support@adsteroid.pro in case if Ad campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by Adsteroid’ officer.
    2. Refund will be made in the amount of unused funds. Amount must be calculated based off Adsteroid’ reporting system.
    3. Refund shall be applied only to the actual payments made by the Advertiser to Adsteroid. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of Adsteroid are non-refundable in any case and subject to the terms and conditions of such programs.
    4. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.
    5. Advertiser has six (6) months from the last payment date to ask for a refund of the balance remaining on the Advertiser Account if You have remained in compliance with this Agreement. After Advertiser makes a second deposit at Advertiser Account (itself or via manager), a refund will only be issued for a balance of more than $200 US Dollars and a processing fee of 10% will be deducted from such refund
    6. The refund may be credited back to the same payment method and same account that was used to make the payment.
    7. The refund request will be processed within 5 business days from the date the request was received.
    8. Refund is not acceptable in case the Advertiser breaches terms and conditions of present Agreement or other terms agreed by the parties.
18. Force Majeure
    1. The force majeure events are understood as events which occur after the Effective Date, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all or several parts of present Agreement or other terms and conditions agreed by the Parties.
    2. The circumstances of force majeure include such events as war, mobilization, epidemic, fire, natural disasters, traffic accidents and changes in legislation, if such events meet the criteria of the paragraph 18.1 of this Agreement. The list above is not exhaustive.
    3. If provision of Services been postponed due to the force majeure, the Party affected by force majeure shall notify the other Party in writing about the day of the force majeure commencement within 5 calendar days. With the cessation of force majeure and the restoration of normal conditions, the Party which was affected by force majeure shall notify the other Party in writing within 3 calendar days.
    4. If a Party fails to comply with the requirements specified in the paragraph 18.3., i.e., it will not notify the other Party of the commencement and termination of the force majeure, it loses the right to rely on such force major action.
19. Miscellaneous
    1. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
    2. Relationship between the Parties. The relationship between the Parties will be that of independent contractors and nothing in this Agreement is intended to nor will establish any relationship of partnership, joint venture, employment, franchise, agency or other form of legal association between the Parties. Neither Party will have, nor represent to any third party that it does have, any power or authority to bind the other Party or incur any obligations on the other Party’s behalf.
    3. Waiver clause. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant or representation contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant or representation.
    4. Survival of Representations and Warranties. The representations and warranties of Advertiser set forth in this Agreement (in particular, Article 10-11) hereof shall survive closing for a period of one (1) year from the termination date (the “Survival Period”).

       No claim for a breach of any representation or warranty by Adsteroid shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to Advertiser and/or actually known by Advertiser prior to termination.

    5. All claims related to the use of the Service or Program shall be submitted by the Advertiser within 30 days from the end of the Reporting Period only. In the case of missing the specified term, Adsteroid reserves the right not to process the complaint, and all the services shall be deemed rendered properly and subject to payment.
    6. Headings. Headings to sections and subsections in this Agreement are for the convenience of the Parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
20. Recurring Transaction
    1. By filling Recurring Transaction Form and clicking the “I Agree” button you express full consent with these terms and conditions of recurring transactions and authorize Adsteroid and payment service provider to automatically charge your credit card for recurring delivery of Services in agreed variable amount and variable date, stipulated in Recurring Transaction Form in your personal account.
    2. You acknowledge and agree that confirmation notification of the recurring transaction will be provided within 2 business days via email specified in your personal account.
    3. You certify that you are an authorized user of credit card, details provided in personal account of the Service, and that you will not dispute the scheduled payments with your credit card company provided the transactions correspond to the terms indicated in this Agreement.
    4. You agree to pay for all services or other additional services you ordered through Adsteroid Service, as well as for any additional expenses (if necessary), including, but not limited, all possible taxes, charges, etc.
    5. You take full responsibility for timely payments for using the Service. Payment service provider only facilitates a payment for the amount indicated by Adsteroid, and it is not responsible for paying by user of the Service the aforementioned additional funds/expenses.
    6. After clicking the “Pay” button the transaction is irrevocably deemed to be processed and executed. After clicking the “Pay” button you agree that you will not be eligible to cancel the payment or request to cancel it. By placing the order on the Service, you confirm and state that you do not violate legislation of any country. Also, by accepting this Agreement, you, as cardholder, confirm that you are entitled to use Service offered via Adsteroid’ website.
    7. By agreeing to use the Recurring Transaction Service, you understand and accept that processing of any of your payments are executed by the payment service provider, and there is no statutory right of revocation of already purchased services or any other opportunities to cancel the payment.
    8. You acknowledge that this Recurring Transaction Service will remain in effect until you cancel it, and you agree to notify Adsteroid of any changes in your personal account information or cease of this Recurring Transaction Service at least 7 days prior to the next billing date. If you wish to reject to use Recurring Transaction services for your next purchases of services or other facilities on the Adsteroid Service, you can do that by using email notification provided in contact details.
    9. When you pay for any of Adsteroid services, you are primarily bound by this Agreement. Please note that only you, as the cardholder, are responsible for paying for all services you have ordered through Adsteroid Service and for any additional expenses/fees that can be applied to this payment. Payment service provider acts only as the executor of the payment in the amount stated by Adsteroid, and it is not responsible for pricing, total prices and/or total sums.
    10. You acknowledge and agree that notification for following situations will be sent to you, using method of communication available, at least 7 business days prior: more than six month have elapsed since the last payment; or there are charges to the recurring transaction services including, but not limited to any change to the amount of the recurring transaction and/or any change to the date of the recurring transaction.
    11. In case there is a situation when you do not agree with the aforementioned terms and conditions of Recurring Transactions and/or other reasons, we ask you not to proceed with the payment, and, if necessary, contact directly support of Adsteroid at support@adsteroid.pro.