Terms of Service
By accepting the system Terms & Conditions you confirm your subscription to email notifications. Adsteroid.pro email notification types:
- Financial transactions or balance sheet status
- Profile changes
- Campaign status changes
- Any other information notifications related to Adsteroid.pro web-site operation
This Website may contain links to other third party websites. If you follow a link to any of those third party websites, please note that they have their own privacy policies and that we do not accept any responsibility or liability for their policies or processing of your personal information. Please check these policies before you submit any personal information to such third party websites.
Adsteroid may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 2017.
- personal information about you we may collect
- How we may use your personal information
- Who we may disclose your personal information to
- How we protect your personal information
- Contacting us & your rights to prevent marketing and to access and update your personal information
- Our Cookies Policy
- Information we may collect about you
- We may collect and process the following data about you:
- you provide when you register to use our Website, subscribe to our services, search for a product, place an order on our site, or other activities commonly carried out on the Website and when you report a problem with our Website. The information you give us may include your name, address, e-mail address and phone number, financial and credit card information, personal description and photograph, and any other information.
Information we may collect about you. With regard to each of your visits to our Website
or Platform we may automatically collect the following information:
- technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, and other information;
- information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our Website (including date and time), products you viewed or searched for’, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, any phone number used to call our customer service number, and other information.
- Information we receive from other sources. This is information we receive about you if you use any of the other websites we operate or the other services we provide. We are working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies). We may notify you when we receive information about you from them and the purposes for which we intend to use that information.
- We may collect and process the following data about you:
Uses made of your personal information and justification of uses
We may use your personal information in the ways listed below. Use of personal information under EU
data protection laws must be justified under one of a number of legal “grounds” and we are required
to set out the ground in respect of each use in this policy. These are the principle grounds that
justify Our use of your information:
- Consent: where you have consented to our use of your information (you will have been presented with a consent form in relation to any such use and may withdraw your consent by notifying us);
- Contract performance: where your information is necessary to enter into or perform our contract with you;
- Legal obligation: where we need to use your information to comply with our legal obligations;
- Legitimate interests: where we use your information to achieve a legitimate interest and our reasons for using it outweigh any prejudice to your data protection rights; and
- Legal claims: where your information is necessary for us to defend, prosecute or make a claim against you or a third party.
We may use your personal information in the following ways. For each use, we note the grounds we use to justify
each use of your personal information:
to on-board you onto the Platform. Where you are a designated contact of an Ad Network,
you will create an account by providing the relevant information as specified in paragraph
1.1.(a) above. Where you are a representative of a Publisher, you will create an account
by providing the relevant information as specified in paragraph 1.1.(b) above
Use justification: consent, contract performance, legitimate interests (to allow is to on-board you as a user);
as part of the on-boarding process described in paragraph 2.1(a) above, where you are a designated
contact of a Publisher, we will conduct KYC, AML and other checks to decide whether to on-board you on
to the Platform. We may disclose such information to third party credit reference and fraud agencies
for the purposes of credit analysis and detecting and preventing fraud and crime – please see paragraph
Use justification: consent, contract performance, legal obligations, legitimate interests (including to ensure you fall within our acceptable risk profile);
to provide you with updates and offers, where you have chosen to receive these (please see the section
titled “Marketing” below)
Use justification: consent;
to ensure that content from our Website is presented in the most effective manner for you and for your
Use justification: consent, contract performance, legitimate interests (to allow us to provide you with the content and services on the Website);
to analyse it to develop our products, services and systems and to understand our users’ requirements
Use justification: legitimate interests (to allow us to improve our services);
to notify you about changes to our service
Use justification: contract performance, legitimate interests (to allow us to continuously develop our services).
We may use your information for marketing our own services to you by email, through the Platform and by post, and, where required by law, we will ask for your consent at the time we collect your data to conduct any of these types of marketing.
Use justification: consent (which can be withdrawn at any time – please see paragraph 5.1. below)
We will provide an option to unsubscribe or opt-out of further communication on any electronic marketing communication sent to you or you may opt out by contacting us as set out in paragraph 5.4. below.
- to on-board you onto the Platform. Where you are a designated contact of an Ad Network, you will create an account by providing the relevant information as specified in paragraph 1.1.(a) above. Where you are a representative of a Publisher, you will create an account by providing the relevant information as specified in paragraph 1.1.(b) above
- We may use your personal information in the ways listed below. Use of personal information under EU data protection laws must be justified under one of a number of legal “grounds” and we are required to set out the ground in respect of each use in this policy. These are the principle grounds that justify Our use of your information:
Disclosures to third parties and justification of uses
We may permit selected third parties such as business partners, suppliers, service providers, agents and
to use your personal information, for the purposes set out in paragraph 2 above who will be subject to
process such information in compliance with the
same safeguards that we deploy.
Use justification: contract performance, legitimate interests (to enable us to effectively provide our services to you)
We may disclose your personal information to third parties, the court service and/or regulators or law
agencies in connection with proceedings or investigations anywhere in the world where compelled to do so. Where
we will direct any such request to you or notify you before responding unless to do so would prejudice the
or detection of a crime.
Use justification: legal obligation, legal claims, legitimate interests (to cooperate with law enforcement and regulatory authorities);
In the event that we (or a part thereof) are (i) subject to negotiations for the sale of its business or (ii) is
to a third party or (iii) undergoes a reorganisation, you agree that any of your personal information which We
may be transferred to that re-organised entity or third party and used for the same purposes as set out in this
or for the purpose of analysing any proposed sale or re-organisation. We will ensure that no more of your
is transferred than necessary.
Use justification: legitimate interests (to allow us to change our business).
We and other organisations may also access and use your personal information to conduct KYC checks, credit
checks to prevent fraud and money laundering. If false or inaccurate information is provided and fraud is
suspected, details may be passed to the relevant authorities including credit reference agencies and fraud
agencies. We will also record this. Law enforcement agencies may access and use this information. We, and other
that may access and use information recorded by such agencies, may do so from other countries.
Use justification: legal obligation, legal claims, legitimate interests (to assist with the prevention of crime and fraud)
- We may permit selected third parties such as business partners, suppliers, service providers, agents and contractors to use your personal information, for the purposes set out in paragraph 2 above who will be subject to obligations to process such information in compliance with the same safeguards that we deploy.
Transmission, storage and security of your personal information
Security over the internet
- No data transmission over the Internet or website can be guaranteed to be secure from intrusion; any transmission is at your own risk. However, we maintain commercially reasonable physical, electronic and procedural safeguards to protect your personal information in accordance with data protection legislative requirements.
- All information you provide to us is stored on our or our subcontractors’ secure servers and accessed and used subject to our security policies and standards. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our Website, you are responsible for keeping this password confidential and for complying with any other security procedures that we notify you of. We ask you not to share a password with anyone.
- In accordance with the recommendations of Payment Card Industry Security Standards Council, customer card details are protected using Transport Layer encryption — TLS 1.2 and application layer with algorithm AES and key length 256 bit.
- Your personal information may be accessed by staff or suppliers in, transferred to, and/or stored at, a destination outside the European Economic Area (EEA) in which data protection laws may be of a lower standard than in the EEA. Regardless of location or whether the person is an employee or contractor we will impose the same data protection safeguards that we deploy inside the EEA.
- Certain countries outside the EEA have been approved by the European Commission as providing essentially equivalent protections to EEA data protection laws and therefore no additional safeguards are required to export personal information to these jurisdictions. If we decide that, staff in those countries which have not had these approvals, will have access to your personal information,, we will either ask for your consent to the transfer or transfer it subject to European Commission approved contractual terms that impose equivalent data protection obligations directly on the recipient unless we are permitted under applicable data protection law to make such transfers without such formalities.
We will retain your personal information for as long as is necessary for the processing purpose(s) for which it
collected and any other permitted linked purpose (for example certain transaction details and correspondence may
retained until the time limit for claims in respect of the transaction has expired or in order to comply with
regulatory requirements regarding the retention of such data). So if information is used for two purposes we
will retain it until the purpose with the latest period expires; but we will stop using it for the purpose with
a shorter period one that period expires.
We restrict access to your personal information to those persons who need to use it for the relevant purpose(s). Our retention periods are based on business needs and your information that is no longer needed is either irreversibly anonymised (and the anonymised information may be retained) or securely destroyed.
Your rights & contacting us
- You have the right to ask us not to process your personal data for marketing purposes. You can exercise the right at any time by contacting us in accordance with Section 5.4.
- We will use reasonable endeavours to ensure that your personal information is accurate. In order to assist us with this, you should notify us of any changes to the personal information that you have provided to us by updating your details on the Platform or by contacting us as set out in paragraph 5.4. below.
- The Service
- Placement of Ads
- Online Reports
- Publisher Earnings
- Representations, Warranties and Covenants
- Fraudulent Activity
- Limitation of Liability; Disclaimer of Warranty.
- Assignment, Governing Law and Jurisdiction
- Intellectual Property Rights
- Force Majeure
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, “Publisher”, “You”, “Yours”, etc.) being the owner of the website(s) or having sufficient authority to enter into present Agreement, that seeks a service to attract advertisers to such website(s) (the, “Publisher’s web site”, “Your website”, “Site”, etc.),
Adsteroid has offered its service to the Publisher through www.adsteroid.pro website (the, “Program”, etc.) and Publisher’s personal account, and you decided to utilise the Service,
Adsteroid and Publisher 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 PUBLISHER 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.
- “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.
- “Publisher” – 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.
- “Publisher Account” / “Account” – means the Publisher’s account at Adsteroid web-site www.adsteroid.pro.
- “Content” – means textual, visual, or aural content that is encountered as part of the Publisher’s websites. It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
- “Effective Date” – means the date of adoption by Publisher terms of this Agreement or in the absence of its signature, the date when the Publisher set up a Publisher Account with Adsteroid.
- “Adsteroid Network” – means Adsteroid’s digital advertising network available at www.adsteroid.pro, including advertisers and publishers.
- “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.
- “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.
- In order to become a Publisher, 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 as a Publisher by contacting Adsteroid directly (in case you wish to use dedicated campaign Management 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’ Publisher. 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.
In order to be eligible to become a Adsteroid’ Publisher, all websites must meet the following criteria:
- Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our advertisers;
- Be fully functional at all levels; no “under construction” sites or sections; and
- Shall comply with the applicable legislation.
- The content of the Publisher’s website(s) or its affiliated website(s) can not include
material that infringes the rights of any third party or is in violation of any law, as bound by the law or
determined by us in our sole discretion, including but not limited to the following:
- Intellectual property rights;
- Racial, ethnic, political, hate-mongering or otherwise objectionable content;
- Investment, money-making opportunities or advice not permitted under law;
- Gratuitous violence or profanity;
- Material that defames, abuses, or threatens physical harm to others;
- Promotion of illegal substances or activities (e.g. illegal online gambling, “how to build a bomb”, counterfeiting money, etc.);
- Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
- Hacking or Phreaking;
- Any illegal activity whatsoever;
- Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; or
- Any other inappropriate activity as determined by us in our sole discretion.
Adsteroid has the following Non Acceptable Business rules for Publishers:
- 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.
There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Publishers’ personal account. 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.
Management service assumes that assistance of using the Services and Program shall be provided by Adsteroid officers.
- 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.
Placement of Ads
- Publisher shall NOT place any advertisements of Adsteroid’ network advertisers attracted through the Service on alternative publishers or websites without written consent and approval of Adsteroid. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Adsteroid reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a monetary fine in the amount based on the damages caused to Adsteroid.
- Adsteroid do not check or control the activities or contents at your website, but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.
- 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 (“Reporting Period”).
- During the month Publisher may track online reports within Adsteroid reporting system in Publishers’ personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to direct and measure traffic. Campaigns may be adjusted at any time by Adsteroid team to comply with advertiser´s ad serving stats. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For avoidance of doubt, Adsteroid reporting system (stats) will be prevailing in any case.
- Cost of using Service depends on the amount and scope of advertising campaigns carried out on Publishers websites during the reporting period based on ads placements generated by Adsteroid reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Adsteroid reporting system only.
- In the event that Publisher believes that there is a discrepancy in Adsteroid’s reporting system, Publisher must provide Adsteroid with a reasoned report of such discrepancy within three (3) calendar days from receipt of Adsteroid’s reports. Otherwise, Adsteroid shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Adsteroid stats and reports shall prevail.
Adsteroid is entitled to make adjustments in Publisher’s account in one of the following cases:
- To pay promotions and bonuses
- Due to technical reasons
- Due to Publisher’s fraudulent activity
- On the basis of additional agreements with You
- Due to Advertiser’s complaints or refunds
- Adsteroid will pay Publisher’s revenue at Net 35. Minimum payment amounts: 100 USD (for Wire Transfers – 1000 USD), if the balance is less Adsteroid will add the sum to the next payment until account balance will reach specified minimum. The specified minimum amounts can be adjusted with agreement of all parties hereto however such payments may be subject to banking and administration fees.
- Adsteroid acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Adsteroid that it has received without any restrictions. You hereby release Adsteroid from any claim for Publisher’s revenue if Adsteroid did not receive funds from the advertiser. Publisher shall hold Adsteroid harmless and indemnify it from any claims or liability related to such unpaid revenue.
- Adsteroid provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that Adsteroid is not responsible for any actions made 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 shall include the above-mentioned fees and commission, if applicable.
- Publisher is responsible for all applicable taxes associated with provided Services, other than taxes based on Adsteroid income. Publisher shall indemnify Adsteroid against all losses suffered or incurred by the Adsteroid arising out of or in connection with any payment made to the Publisher.
- Publisher responsible to supply valid payment details in personal account of our Service, if details are wrong or if the Publisher change its payment details, it is the Publisher’s responsibility to notify by mail 14 days before payment due date. Publisher will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.
- All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program.
- 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.
- You on your own shall ensure the ability to receive payments from Adsteroid to specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 6 (including if the failure or delay is caused by a third party payment service provider you are using), Adsteroid shall not be responsible for violation of terms of payment.
- If you believe that any fault in transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Adsteroid related to the transaction. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.
- By entering into this Agreement, you agree to receive Publisher’s revenue as from Adsteroid, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.
Representations, Warranties and Covenants
You represent, warrant and covenant that: your website is in compliance with all applicable laws and terms and conditions of present Agreement, and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;
You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
You represent and warrant that you own or have legal rights to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on your website; you agree not to use deceit when marketing advertiser’s offers or presenting these offers to consumers; you have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from Adsteroid that allows Adsteroid to measure ad performance and provide its service (“Site Data”);
If instructed to do so by Adsteroid and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
You acknowledge that Adsteroid does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
You agree to display the creative exactly as it appears on the Service and will not alter any creative that has been placed through the Service;
If you are notified that fraudulent activities may be occurring on your website, and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;
You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;
You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
Hereby You irrevocably authorize Adsteroid to transfer a request received by Adsteroid to provide information for the payment directly to your financial institution available;
You represent, warrant and covenant that your website does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
If any errors or undesirable results occur due to no fault of Adsteroid, Adsteroid shall not be responsible for losses and you may not be compensated;
Publisher undertakes to ensure that its servers support the traffic directed to ad campaign through our Service. Adsteroid takes no responsibility for all the consequences in the event your servers cannot support the traffic directed to your website. You shall test your website to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary.
You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Adsteroid in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.
- YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US,
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 generating of remuneration or exceed your permitted access to Adsteroid Service. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Adsteroid shall make all determinations about fraudulent activity in its sole discretion.
- If Publisher is suspected in any fraudulent activity Adsteroid shall have the right to ban Your Publisher Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All advertising campaigns carried out on Publishers websites with fraudulent activities are not subject for payment.
- YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL ADSTEROID BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR WEBSITE, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF ADSTEROID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADSTEROID IS ONLY THE TOOL FOR ADS
CAMPAIGNS CONNECTING ADVERTISERS AND PUBLISHERS THROUGH ITS SERVICE. THE INFORMATION, CONTENT AND OTHER ADSTEROID SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADSTEROID DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY ADSTEROID, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADSTEROID DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE OR PROVIDED BY ADSTEROID IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold Adsteroid harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Program; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.
Assignment, Governing Law and Jurisdiction
- 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.
- 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.
- 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 Publisher 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.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
Intellectual Property Rights
- Hereby we grant you a non-exclusive, non-transferable, revocable right to use Adsteroid Service and to access our website through our Service only in accordance with the terms and conditions 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.
- ALL THE PARTIES HEREBY AGREE THAT ADSTEROID DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT PUBLISHER’S WEBSITE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
- This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon one (1) business days´ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you. Adsteroid reserves the right, in its sole and absolute discretion, to terminate a campaign and remove any advertisements at any time for any reason.
This Agreement will be blocked when the Publisher’s Account has not been in use for more than three (3)
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.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.
- 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, stats and reports, personal data 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“).
- 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.
- 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.
- The foregoing obligations under this section 15 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 (vi) express written consent has been given prior to disclosure.
- 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.
- 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.
- Hereby the Publisher expressly orders Adsteroid to generate and issue the Publisher’s invoices on behalf of the Publisher. Prior to making any payment to a Publisher, Adsteroid will generate automatically through the Program the invoice on behalf of such Publisher. Furthermore, the Publisher expressly agree that the Program will generate the said invoices based on the stats provided by the Adsteroid reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
- Any Publisher residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Adsteroid. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold Adsteroid harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.
Parties hereby agree to notify each other if they:
- change their VAT registration number;
- cease to be VAT registered;
- sell their business, or part of their business;
- to notify each other about any changes in their payment details
- Notice given in accordance with the conditions of clause 17.3 is also to be considered as your confirmation to issue self-billing invoices in altered conditions.
- In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Publisher, Adsteroid is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.
- This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
- 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.
- Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
- Adsteroid reserves the right to change any terms and conditions of this Agreement at any time. You may refer to contract revisions in our website – www.adsteroid.pro. The terms and conditions of present Publisher Agreement (as published on www.adsteroid.pro (the “Terms”) bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Adsteroid. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Adsteroid.
- Representations and warranties of Publisher set forth in this Agreement (in particular, Section 15) hereof shall survive closing for a period of one (1) year from the termination date.
- 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 Publisher and/or actually known by Publisher prior to termination.
- All claims related to the use of the Service or Program shall be submitted by the Publisher 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.
- 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.
- You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.