PLEASE READ THIS AGREEMENT CAREFULLY; IT IS A BINDING CONTRACT.
As used in the Agreement, “you”, “advertiser” or “publisher” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we,” “us” or “ayboll” means SAM3 Media Limited ., and the “parties” means you and ayboll.
ayboll's ToU are subject to change at any time. Amended ToU will be posted on the Site and be automatically effective and binding. For users' convenience, the date of the last revision is included at the top of this page. ayboll reserves the right to make changes to the Site and/or the Service at any time. You understand and accept that ayboll may discontinue or limit use of the Site and/or the Service for any reason, at any time, with or without notice.
By using the Site AND/OR THE SERVICE, or BY clicking the "I Accept" button presented with this form in click-through format, you acknowledge and accept its terms and conditions as they relate to the Site and the Service, including any modifications made by ayboll.
The Site lets users select from a range of Services, as described below. The Services ayboll provides refer to articles, blog posts, user comments, messages, information, data, graphics, photographs, images, illustrations, software, audio clips and video clips ("Content") on the Publisher’s Site, displayed via the Software and accessed by users of the publishers website, provided by the publisher and promoted through the Services.
4.1. Insertion of Promoted/Sponsored Content: You may elect to use ayboll's Software and Services to display links on your registered websites to paid third-party Content ("Promoted Content"). If you so choose, you will earn a revenue share from the traffic generated thereby. The amount ("Revenue Share") payable to you will be 50% of the net revenue actually received by ayboll as related to such traffic, from the advertiser, as determined by ayboll, under its complete and sole discretion. Revenue Share payments will be made in accordance with Section 14. Publisher may add or remove blogs/sites to the network account. Terms of this Publisher Agreement shall apply to all sites added in the future.
4.2. The ayboll Ads Rating system: ayboll operates an advertising rating ("Ads Rating") system on the Software/the Service. The Ads Rating system allows users to block images and text that they deem inappropriate, from the Software/the Service. You acknowledge that the filters associated with ayboll's Ads Rating System may not be 100% accurate. ayboll publishers are provided with three levels of Ads Ratings: (i) "safe" - filters sexually explicit images and text from the Software/the Service's promoted recommendations, including promoted recommendations that might link to explicit content. (ii) "moderate" - filters sexually explicit images and texts from the Software/the Service's promoted recommendations, but does not filter promoted recommendations that might link to explicit content. (iii) "adult" - No filter. Graphic depictions of sexual acts including, but not limited to pornographic material could appear in the Software/the Service's promoted recommendations and might link to explicit adult content.
5.1. Eligibility: You represent that you are an adult and have the capacity to enter into a binding contract according to the laws of the jurisdiction where you reside. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. By enrolling in ayboll, you permit us to serve, as applicable, (i) advertisements and other content (“Ads”), (ii) links to your websites, mobile applications, media players, mobile content, and/or other properties approved by us (each individually a “Property”). In addition, you grant us the right to access, index and cache the Properties, or any portion thereof, including by automated means. We may refuse to provide the Services to any Property.
5.2. Using our Services: You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
5.3. Account: To access the Service, you must create a user account. A user account is created by completing the standard registration process on the Site. Registration will give you the ability to control certain settings within the Service. Depending upon which of the Services you select, you may be required to supply contact and/or other information.
5.4. Account Security: Account security maintenance is of utmost importance. Users are entirely responsible for maintaining the confidentiality of their own account passwords. You agree to immediately notify ayboll if you suspect that your account has been accessed wrongfully or your account's security was compromised in any way.
5.5. Account Sharing or Transfer: Users may not share or transfer an account. You may not disclose your account password to a third party. Neither party will share confidential information about this agreement. Confidential information includes the terms of this agreement, impressions the publisher delivers, CPMs generated by the ayboll widget, traffic quality, logins or passwords, click through rates, screen shots or copies of this agreement.
5.6. Termination: You have the right to terminate the account registered to you at any time and can do so by sending an e-mail to: email@example.com. You must contact ayboll using the same e-mail address with which you registered your account. ayboll may ask for your personal information for security purposes prior to final termination of an account. The Agreement will be considered terminated within 10 business days of ayboll's receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid. ayboll reserves the right to deny use of the Site/the Service to any person and to reject any Content, for any reason and under ayboll's sole and total discretion. The Service is offered with the understanding that ayboll may terminate any account registered to you and limit your access to the Service at any time, for any reason, without restriction, pursuant to any violation of this ToU. ayboll may cease offering and/or supporting the Service or any portion thereof, at any time. ayboll may at any time terminate the Agreement, or suspend or terminate the participation of any Property in the Services for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or ayboll suspends or terminates your Account, you will not be allowed to create a new Account.
5.7. Effect of Account Termination or Cancellation: Accounts terminated by ayboll resulting from any type of abuse, or any violation of this ToU, may not be reactivated under any circumstances.
6.1. License Grant: Subject to the terms of this ToU, ayboll hereby grants a limited, non-exclusive, personal, non-sub-licensable, non-assignable license to (1) download, install and use the Service and any application program interface or any other software code that ayboll may make available to you at any time (collectively, "the Software") to (2) develop, duplicate and distribute (a) promotional capabilities that inter-operate with the Site or any other online entity owned by ayboll; (b) any ayboll end-user documentation, solely when bundled with the Service; and (c) any upgrades, updates and new versions of the Software and related Services, as further described below. This license shall include usage rights for any ayboll intellectual property rights associated with use of the Software, other matters related to the Service, and the ayboll end user documentation, solely in relation to use of the Service as described above. The Software may only be used in relation to the Service and in accordance with this ToU and any other rules, restrictions or documentation set forth by ayboll at any time. We grant you a non-exclusive, non-sublicensable license to use ayboll’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with the Agreement and the ayboll Branding Guidelines. We may revoke this license at any time. Any goodwill arising from your use of ayboll’s Brand Features will belong to ayboll.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
6.3. Proprietary Rights: As between you and ayboll, the Service, the Software, all data and information originating thereof, and all intellectual property rights in and relating to the Software will always remain the sole and exclusive property of ayboll, as protected by relevant intellectual property laws and treaties. All data and/or information related to the Site or collected by way of the Service on any website will be the sole property of ayboll. You acknowledge that you do not acquire any ownership, or rights thereof, to the Service or related data.
7.1. Use of Site and Service: As a condition of use, you acknowledge and agree that you may not use the Service for any purpose not intended or condoned by ayboll. You agree not to license or create derivative works from, transfer, sell or re-sell any information, content, software or services obtained from the Site. ayboll reserves the right to add or remove information, Content or Services from the Site at any time and at its sole discretion.
7.2. Violation of Laws: You agree that you will not, in related to your use of the Site, Software or the Service, violate any laws or regulations applicable thereto. Without limiting the aforementioned, you additionally agree that you will neither disseminate through the Software, Site and/or Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party whatsoever (including rights of privacy or publicity).
7.3. Software License Restrictions: Notwithstanding anything to the contrary, you may not: (i) remove any proprietary notices from the Service or any copy of the Software; (ii) cause, allow or authorize the modification or creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or the Service; (iii) sell, assign, rent, lease, act as a service bureau for, or grant rights in the Software or the Service, including, without limitation, through sublicense, to any other entity without the prior absolute written consent of ayboll; or (iv) make any false, misleading or deceptive statements or representations regarding ayboll and/or the Software or the Service.
7.4. Misuse of the Site and/or the Service: You may not connect to or make use of the Site and/or the Service in any way not expressly allowed by this ToU. Without limiting the aforementioned, you agree not to: (1) carry out, assist, or become associated with any type of attack, including but not limited to "denial of service" attacks, upon the Site and/or the Service or otherwise disrupt the Site and/or the Service or any other user's use of the Site and/or Service; (2) attempt to gain unauthorized access to the Site, the Service, user's accounts, or other computer systems or networks connected to the Site and/or the Service; (3) use the Site and/or the Service for any illegal or unauthorized purpose whatsoever; (4) use the Site and/or Service to post or disseminate, or cause to be posted or disseminated, any communication or proposition designed or intended to obtain password, account, or private information from any ayboll user; (5) use the Service to submit posts or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing material (source hops), or off-topic content; or (6) use the Service with the intention of artificially inflating, deflating or altering the Service, including through the creation of separate user accounts for the purpose of artificially altering ayboll's services; artificially inflating clicks on Promoted Content or participating in any other organized effort that intends in any way to artificially alter the results of the Service. Additionally, you agree not to use the Site or the Service to develop, create, transmit or store information, including any Content that, or use the Service on any website, that: (a) is offensive, harmful, obscene or hateful; (b) in any way obstructs or interferes with another user's use of the Site and/or the Service; (c) involves any unsolicited commercial communication not permitted by law; (d) constitutes harassment or a violation of privacy or threatens other individuals or groups of people; (e) harms the wellbeing of children in any manner; (f) violates any law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding ayboll and/or the Software or the Service; (h) constitutes phishing, pharming or impersonates any other person, or illegally obtains or assumes another individual's identity (whether real identity or virtual i.e. a nickname/alias); (i) displays obscene, libellous, infringing, offensive or defamatory content; (j) participates in, or encourages participation in, illegal activities; (k) promotes hate or discrimination; or (L) enables the sale of firearms or any illegal substances. ayboll may and will remove any Content from the Site and/or the Service for any reason (including, but not limited to, upon receipt of claims or complaints from third parties or authorities relating to such Content), at any time. The above list is for illustrative purposes only, and is not intended to provide an exhaustive list of prohibited activities. If you have any doubt as to whether your intended use of the Services is prohibited under this agreement, you should contact ayboll. Only written confirmation signed by an authorized ayboll officer is acceptable proof that your intended activity is permitted.
7.5. Commercial Use: You agree that you will not use the Software, the Site or the Service for any commercial purpose for the benefit of any third party, except as allowed in this ToU. You will not collect money from any person, or receive any compensation for the use of the Software, the Site or Service without prior written approval by ayboll.
7.6. Data Mining and Harmful Code: You agree that you will not (1) access or attempt to access any information from the Service, including but not limited to e-mail information of other users or other Software data; (2) intercept, examine or otherwise view any proprietary communications protocol used by the Software or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (3) use any type of bot, spider, virus, worm, clock, timer, counter , software lock, drop dead device, Trojan-horse routing, time bomb, trap door, or any other codes, instructions, programming or third-party software that is designed to provide a means of fraudulent or unauthorized access to, or alter, delete, damage or disassemble, the Software, the Site or the Service.
8.1. Links & Images from the Site and Services: The Site may contain, and Services may generate links and/or images to websites operated by third parties, including Promotional Content, Exchange Content and other user-generated Content. Users visit these websites at their own risk. Link-to websites are neither operated by ayboll, nor is ayboll responsible in any way for the content available on its Software/Service and on other websites. Such links and/or images do not imply ayboll's endorsement of the material on any other website. ayboll denies all liability with regard to a user's access and use of such links and/or images to other websites.
8.2. Links to the Site: Unless you have obtained a written agreement from ayboll stating otherwise, you must adhere to ayboll's linking policy as follows: (1) the appearance, layout and all qualities of a link may not in any way damage or dilute the good reputation of ayboll and/or its licensors' names and trademarks, (2) the appearance, position and other qualities of the link may not falsely portray or suggest that you, your business or entity is sponsored by, affiliated with, or associated with ayboll, (3) when chosen by a user, the link must display the Site on full-screen and not within a "frame" on the linking Site, and (4) ayboll reserves the right to revoke its consent to the link at any time and at its sole discretion.
You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) ayboll has never previously terminated or otherwise disabled an ayboll account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to ayboll is correct and current. You represent and grant permission to ayboll that (1) you are the owner (or authorized licensee) of the copyright or other intellectual property rights in any Content provided to ayboll by you, and have the right to deliver to, and authorize ayboll to, display, distribute and exploit such Content in the manner outlined by this ToU, without additional fees or payments whatsoever to any third party, (2) you shall not impersonate any person, business or entity or otherwise misrepresent an affiliation with a person or entity; and (3) none of your Content shall violate the terms of Section 7.4.
10.2. Copyright: The Site, the Service and the Software and the content made available through them are protected by international copyright laws. Except for your authorized use of the content in connection with the Service for which we have the appropriate licensing rights or as allowed in this ToU, you may not use, modify, duplicate or distribute any of the content, design or layout of the Site, the Service or the Software, or individual parts of the content, design or layout of the Site without ayboll's express prior written consent. You are solely responsible for all ads that you create, upload or traffic using the Services. ayboll is not liable for any loss or damage that your ads may cause to you or others. You represent to ayboll that you have all rights and permissions necessary to traffic your ads using the Services.
10.3. Copyright Agent: ayboll respects the intellectual property rights of others and requires that its users do the same. ayboll maintains a policy of account termination in circumstances of inappropriate use the Site and/or the Service with repeat infringements. If you believe that your work has been used in a way that constitutes copyright infringement, please forward the following information to ayboll (firstname.lastname@example.org):
The Site and the Service are owned by SAM3 Media Limited . Users that access the Site, and/or the Service from locations outside the British Virgin Islands do so of their own will and are bound by the relevant laws of the jurisdiction in which they reside.
ayboll does not claim ownership of any Content you make available through the Service. This may include such Content in the Service, in whole, in part, or in a modified form. With respect to Content you make available through the Service and your registered and unregistered trademarks, service marks, trade dress, graphics or logos ("Licensed Marks"), you grant ayboll a perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully paid-up and non-exclusive license to use, copy, disseminate, publicly perform, display, modify, create derivative works, and sublicense such materials or any part of such materials in any of the following ways: (1) on the Site or any ayboll blog, newsletter, communication or business development, marketing or publicity materials, (2) as any part of the Service; (3) on any third-party website connected to the Service, including but not limited to, the display of your Content on third-party websites, and (4) in any other reasonable manner that ayboll might be expected to use such Content and Licensed Marks. You hereby represent, warrant and affirm that any Content you provide does not include anything to which you do not have the full licensing rights as specified in this Section 12. Content supplied by you, to us in, shall be in such formats and otherwise consistent with ayboll's current and prevailing specification requirements at that time. You grant ayboll the use of your name, Licensed Marks and logos, or to otherwise refer to you, in its marketing materials and websites as part of a list of ayboll customers, and in any advertisement, news article or other publication of ayboll for the purpose of publicizing these ToU and/or ayboll's relationship with you.
In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify ayboll in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any Property defaults on payment to ayboll, we may withhold payment or charge back your account. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider. Payment requests will be processed within 60 days from the end of the month in which you requested a cash out, provided that ayboll shall not be obligated to make any payment to you until you have earned at least $100.00 of unpaid earnings. Advertisement revenue refers to Sponsored Recommendations served on the Publisher pages & websites.
13.2. Publisher Taxes: The publisher of any content is responsible for all applicable taxes (including but not limited to VAT) with respect to payments received from ayboll. The publisher will provide a VAT invoice for any payments made to him/her by ayboll if so requested by ayboll. You are responsible for all duties, tariffs and taxes related to your use of the Services, except for taxes on income paid or payable by ayboll.
ayboll shall not be liable to Publishers or any third party for any payment for impressions, page views or click-throughs resulting from actions used to artificially increase impressions, page views or click-throughs, including but not limited to incentivized, automated (e.g., bots, spiders) or otherwise deceptive or artificial means, ("Fraudulent Activity"). ayboll shall not be liable to Publisher or any third party for payment for impressions, page views or click-throughs as the result of any activity generated through adware. Any software that is located on a user’s computer and that generates advertising impressions, page views or click-throughs shall be considered adware. Publisher shall take reasonable steps to prevent such Fraudulent Activity by blocking IP addresses and/or Publisher’s user accounts connected to such Fraudulent Activity. Publisher shall cooperate with ayboll in any effort to investigation and/or combat possible Fraudulent Activity, including giving access to Publisher’s access logs and other customer and affiliate records, to the extent that such cooperation by the Publisher is commercially feasible, reasonable and not in violation of any agreement between the Publisher and a third party. If ayboll finds that the Publisher has purposefully engaged in Fraudulent Activity, then, in addition to its other rights and remedies, ayboll may terminate this Agreement effective upon notice and withhold payment to a maximum of the amount generated through Fraudulent Activity. ayboll will have the sole rights to determine if clicks are considered to be fraudulent.
In accordance with these Terms and Conditions to distributing content on the ayboll Network (the “Terms”): (a) ayboll will distribute your advertised content (e.g., your landing pages, images, headline text, or videos) (your advertised content) through ayboll’s content recommendation distribution software or code (the “Widget”) on third-party websites where ayboll or its associates have a connection (the “ayboll Publisher Websites”) in order to garner Impressions (as defined below) or direct traffic to your advertised landing page web address (the “Service”), and (b) you will compensate ayboll for the Service following the framework agreed to by the parties. These Terms will govern the relationship between you and ayboll for any orders to run your advertised content on the ayboll Publisher Websites (each a “Campaign”) as approved by you, and they represent the parties’ mutual understanding for doing business (the “Agreement”). All references to “Agency” in this matter will only be appropriate to the extent that you’re acting through an agent and all references to you will include Agency, if applicable.
15.1 Grant of Rights: a. You permit ayboll a limited, reversible, non-exclusive, royalty-free right and permission to (i) access, index, host, compact (if applicable) and in other respects, use your advertised content and your campaign information (e.g., your advertised content, your landing pages, description, budget per Campaign duration (the “Campaign Budget”) Campaign dates, Campaign performance indicators, cost details, and targeting and tracking statistics) (the “Campaign Details”) to recommend your advertised content on ayboll Publisher Websites until the time that the amount due to ayboll for the distribution of such Campaign reaches the budget created by you (ii) use your advertised content, name, logo, trademarks, and any other copyrighted content provided by you (x) in relationship with the recommendation of your advertised content and (y) for ayboll’s own marketing reasons in referring to you as a client, and such use will be subject to your standard trademark and content usage instructions and quality review, if any, as given to ayboll. You further allow ayboll permission to (iii) record a case study regarding your use of the Service, and (iv) share Campaign Performance Data (as defined below) captured by ayboll’s tracking records with the owners/operators of ayboll’s Publisher Websites in relationship with your campaigns that precisely appear on ayboll Publisher Websites and for the singular reason of calculating Campaign performance on such ayboll Publisher Websites. b. ayboll gives you the right to access ayboll back office system only for the purpose of managing your Campaigns and examining the data related to your Campaigns. You comprehend and concur that you are exclusively accountable for your own actions in ayboll’s back office system, if you decide to use ayboll’s Campaign Management feature, and you will keep your account passwords and login information private, and you will be responsible for all activity and payments owed under your account. ayboll will not analyze your activity and ayboll is not accountable or responsible for (and will not allow any credits for) any errors made by you in the governing of your own Campaign. You acknowledge that any data given in ayboll back office system are roughly calculated and will only be confirmed fourteen (14) days after the ending of any calendar month in which a Campaign has run (each a “Campaign Month”). c. Except as otherwise particularly set forth in this document, the allowance of the preceding licenses doesn’t grant either party any other proprietary titles, rights, and interests relating to copyrights, patents, trademarks, trade secrets, trade dresses, algorithms, mask works, know-how, droit moral (moral rights), and all identical rights of every type that might exist now or in the future in any administration, containing, without restriction, all applications and registrations therefore and all rights to request for any of the foregoing (the “Intellectual Property Rights”).
15.2 Advertiser’s Content: ayboll holds the right to (i) dismiss or take away any of your advertised content, (ii) stop any Campaign, (iii) limit your access to ayboll back office system, or (iv) cap your Campaign Budget in any given Campaign Month, if ayboll decides, in its lone discretion, that you, your advertised content, or the content on your landing page doesn’t abide by ayboll’s Advertiser Content Guidelines, with any relevant law, rule, or other judicial or administrative order, or may bring disparagement, ridicule, financial loss, or reputational harm on ayboll. Upon receiving written notice from you, ayboll concurs to use commercially reasonable attempts to confirm that your advertised content is not endorsed on any specified ayboll Publisher Website that you deem offensive. ayboll holds the right to start your campaign once the relevant funds have been added to your account and your content has been authorized by our team. ayboll must approve every ad you upload before consent to begin presenting such ad. To increase the probability that your ad will be authorized, you should make sure your ad fits within the size limitations stated and abides by all of the appropriate submission requirements. ayboll may occasionally analyze live ads to make sure continuing compliance with submission requirements, even if an ad has already been authorized. ayboll holds the right to take away any ad that it thinks is non-obedient with its ad eligibility requirements, or for any other reason. In addition to taking away an ad, ayboll might also suspend and/or delete your account without any previous notice. You are accountable for comprehending and abiding by all applicable laws and regulations. Inability to comply might result in a range of consequences, including the elimination of ads you have placed and termination of your account. We hold the right to dismiss, approve or delete any ads that are opposed to our competitive position, interests, or advertising philosophy.
15.3 Campaign Details: a. Payment Models: Following a signed insertion order, the parties will agree to one of the following payment models for each Campaign: (i) Cost per Click (“CPC”): you pay ayboll each time a visitor to a ayboll Publisher Website (a “Visitor”) clicks on your advertised content. A click will be recorded each time a Visitor clicks on your advertised content as calculated and reported in ayboll’s tracking logs (the “Click”), which are available to you anytime on ayboll back office system; (ii) Cost per Thousand Impressions (“CPM”): you pay ayboll for each of your advertised content impressions and, in the case of your video advertised content, once a video ad starts to play (i.e., the first frame). An impression will be tallied each time your advertised content is presented on a ayboll Publisher Website (the “Impression”); (iii) Cost per Thousand Viewable Impressions (“vCPM”): you pay ayboll only for viewable Impressions and, in the case of your video advertised content, a video ad is considered viewable when at least fifty percent (50%) of its pixels come on-screen for at least two (2) consecutive seconds; (iv) Costs per Completed View (“CPCV”): you pay ayboll only for your advertised content that’s completed and, in the case of your video advertised content, a video ad will be considered finished when the Visitor has watched the entire video. ayboll, in its lone discretion, may require a prepayment of the Campaign Budget for any Campaign Month (the “Campaign Prepayment") from you before distributing the your advertised content until such time as you have established a credit history with ayboll.
15.4 Campaign Information: You may alter the Campaign Details for a specific month, a part of a month, or on a going-forward basis at any time on 48 hours’ written notice, by either (i) forwarding an email to the ayboll representative who has been appointed as the campaign manager for your advertised content (the “ayboll Account Manager”) or responding to an email from the ayboll Account Manager to verify the alteration and the time during which it will be in effect, or (ii) using the Campaign Management dashboard in ayboll back office system. you accept and agree that ayboll doesn’t ensure how frequently it will recommend any of your advertised content or that the number of Clicks during any period of time will completely drain your Campaign Budget. For purposes of coherence, the Campaign Budget will be in U.S. Dollars, except if otherwise agreed to in a separate writing between the parties.
15.5 Reporting: ayboll’s quantifications regarding Clicks, Impressions, and Video Completions are the definitive quantifications under this Agreement and will be used to determine the amounts due to ayboll under these terms.
15.6 Invoices: For you, there is a $250 USD minimum deposit each time you deposit money to your account. ayboll accepts credit card, wire transfer, bitcoin and PayPal as payment methods. The highest deposit with Paypal & Credit Cards is $1,000. ayboll may dismiss your payment in case it decides to, subject to an internal due diligence. ayboll follows the Anti Money Laundering initiative, we will strictly impose and follow the provisions of extent KYC. ayboll might need you to provide supporting documents to accept your wire transfer, bitcoin, Paypal and Credit card transfers such as but not limited to: filling a KYC deceleration, your company certificate of incorporation, valid notarized or apostille copy of your passport, proof of funds and proof of address. ayboll will reimburse the spare balance in your account (if any), minus an administrative fee of 25%, within 90 days of written and signed notice by an authorized signer. Reimbursements will be made with the same payment methods they were accepted in at the beginning. ayboll will need you to fill a KYC deceleration and supply a valid notarized copy of your passport, proof of address and company certificate of incorporation to be given the reimbursement. You acknowledge that any data provided in ayboll back office system or over email are approximations, and will only be concluded within fourteen (14) days of the finishing of each Campaign Month, at which time, ayboll will send you an invoice setting out the charges for such Campaign Month and the balance due. Any disapproval to any invoice will be specificed in writing to ayboll within ten (10) days of receipt of the invoice, otherwise you refrain from insisting such complaints and such invoice will be regarded as final, not subject to argument, and accepted by you. All payments made by credit card will be subject to an extra processing fee of 3% plus $0.30 per transaction. You comprehend and concur that ayboll might use a third party to process payments on its behalf. You will pay every invoice within thirty (30) days of the ending of each Campaign Month. Any tardy payments will accumulate interest equal to one-and-one-half percent (1.5%) for each month, or the maximum amount permissible under law, whichever is less, compounded monthly. Along with any other rights or solutions that ayboll might have, your failure to pay any invoices as set forth in this document, might result in ayboll annulling or stopping your Campaigns. In addition, if you fail to make any payment as set forth in this matter, you will pay all sensible expenses (including attorneys’ fees) accrued by ayboll in gathering such payments. If ayboll concurs to a written request by you to send an invoice to a third party on your behalf, you concur to remain accountable and responsible for payment, and if such third party doesn’t pay the invoice within the thirty (30) day payment period, you will immediately pay all such amounts to ayboll. Further, ayboll keeps the right to demand immediate payment of any outstanding amounts due if the amount due to ayboll is more than $50,000 in any given Campaign Month or to force a credit limit on you based on your credit history, application or any other factors that ayboll considers pertinent. For purposes of coherence, all payments will be made in U.S. Dollars, except if otherwise agreed to in a separate writing between the parties. To the length that ayboll grants Agency an invoice credit, for use in connection with you, Agency concurs to either (i) give such credit to you or (ii) where Agency keeps the above credit rather than giving it to you, Agency will supply you with legally sufficient notice and acquire legally sufficient permission to gather and keep the credit(s).
15.7 Advertiser Taxes: ayboll might charge any appropriate national, state, or local sales or use taxes or value added taxes that ayboll is legally compelled to charge (the “Taxes”). If appropriate, you might give ayboll an exemption certificate or equal information acceptable to the relevant taxing authority, in which case, ayboll won’t charge or gather the Taxes covered by such certificate. On the occasion that any amount payable by you under the terms of this document is subject to deduction or withholding for taxes, the amount payable by you under the terms of this document will be increased in which the amount given by ayboll is equivalent to the amount stated on the relevant invoice. On written request, ayboll will give you any forms, certifications, or documents as might be needed for you to meet any information reporting or withholding tax obligations with regard
You hereby acknowledge that ayboll does not control, nor have an obligation to take any action regarding: the type or quality of users having access to the Service; any effects the Service may have on you, your website or equipment; the accuracy of or how you might interpret, rely, or use the Service including but not limited to any loss of reputation of yours or your entity's including loss of traffic on your website or the website of any of your affiliates; or what actions you may take as a result of contact with the Service. You further agree that ayboll shall not be responsible or liable in any way, directly or indirectly, for any damage or loss caused, actually or allegedly, by or in connection with use of, or reliance upon, any Content, goods or services available at or through any third party website linked-to or referred to by the Service. You release ayboll from all liability with respect to the Service, and any Content or information provided or accessed through the Service or the Site. The Site may contain, or direct users to websites containing material that might be offensive or inappropriate to some individuals. Content contained in or accessed through the Service or the Site, including but not limited to Promoted Content, does not reflect upon ayboll in any way, and ayboll shall not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed through the Service or the Site, or for your faith in or dependence upon on any of the aforementioned. ayboll does not make any representation, warranty or guarantee of the amount or quality of traffic that users will receive under this Agreement. THE SITE, THE SOFTWARE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AYBOLL DOES NOT GUARANTEE THE ACCURACY, WHOLENESS, OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE GENERAL PERFORMANCE OF, THE SITE, THE SOFTWARE OR THE SERVICE. IN ADDITION AND WITHOUT LIMITING THE AFOREMENTIONED, AYBOLL SPECIFICALLY DENIES ANY WARRANTY REGARDING (1) THE NUMBER OF PEOPLE WHO WILL VIEW THE CONTENT, AND (2) ANY BENEFIT YOU MIGHT RECEIVE FROM DISPLAY OF THE CONTENT BY AYBOLL. YOU ARE RESPONSIBLE FOR THE VERIFYING OF ANY PERTINENT INFORMATION BEFORE RELIANCE UPON IT. YOU USE THE SITE AND THE SERVICE AT YOUR OWN RISK. AYBOLL MAKES NO CLAIM THAT YOU WILL (1) BE ABLE TO ACCESS OR USE THE SITE AND/OR THE SERVICE AT ANY PARTICULAR TIME AND/OR LOCATION, INCLUDING ANY TIME AND/OR LOCATION OF YOUR CHOICE; (2) THAT THE SITE AND/OR THE SERVICE WILL BE UNDISRUPTED AND ERROR-FREE; (3) THAT ERRORS AND DEFECTS WILL BE CORRECTED; OR (4) THAT THE SITE AND/OR THE SERVICE WILL BE FREE OF VIRUSES AND OTHER HARMFUL ELEMENTS. In the case that your state or jurisdictions does not allow for the disclaimer of implied warranties, the preceding disclaimer might not apply to you.
TO THE MAXIMUM EXTENT LEGALLY PERMITTED, AYBOLL, ITS AFFILIATES, LICENSORS AND PARTNERS (COLLECTIVELY THE "RELATED PARTIES") DISAFFIRM ALL LIABILITY, WHETHER DERIVING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIM ALL LOSSES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM OR CONNECTED TO ACCESS TO OR USE OF THE SITE, THE SOFTWARE, AND/OR THE SERVICE, EVEN IF AYBOLL AND/OR RELATED PARTIES HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE AFOREMENTIONED, IN NO CASE SHALL THE LIABILITY OF AYBOLL OR ANY OF THE RELATED PARTIES EXCEED THE LESSER OF (X) THE TOTAL REVENUE SHARE AYBOLL PAID TO THE USER DURING THE SIX (6) MONTHS PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO LIABILITY FIRST AROSE, IF SUCH SUM WAS GREATER THAN $0 OR (Y) $100.00. In the case that your state or jurisdiction does not allow for the exclusion or limitation of liability for consequential or incidental damages, the liability of ayboll and Related Parties shall be limited to the fullest extent permitted by law.
You agree to indemnify, defend and hold ayboll and the Related Parties unaccountable and free from any and all claims, demands, damages or other losses, including reasonable attorney's fees, resulting from or arising from your use of the Site, the Software and/or the Service or any breach by you of this ToU or any other policy that ayboll may issue for the Site, the Software and/or Service from time to time.
These ToU, the Site and/or the Service or any dispute arising out of or related thereto, will be governed solely by the laws of the United Kingdom, regardless of your country of residence or from where you access the Service, and without creating to any conflicts of legal principles, which might result from the application of laws of any jurisdiction other than the United Kingdom.
The competent courts in London shall have sole and exclusive jurisdiction over any claim made in connection with the Service and regarding any matter relating to the validity, applicability, performance or interpretation of these ToU. You agree to the exclusive jurisdiction of the above mentioned courts, agree to accept service of process by any means permitted by the applicable laws and hereby waive any jurisdictional, conflict of law or venue defences that might otherwise be available to you.
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
21.1. ToU Revisions: This ToU may only be amended in a written document, bearing ayboll's signature, or that of an authorized ayboll representative, or published by ayboll on the Site.
21.2. No Partnership: You acknowledge and affirm that no joint venture, partnership, employment, or agency relationship exists between you and ayboll resultant from this ToU or your use of the Service and/or the Software.
21.3. Assignment: ayboll may assign this ToU, in its entirety or in part, to any individual or entity at any time, without obtaining your consent. You may not assign the ToU without ayboll's prior written consent; any such unauthorized assignment by you shall be invalid and of no effect.
21.4. Severability: If any part of this ToU is found to be invalid or unenforceable, that portion shall be extracted, and the remainder of the ToU shall be given full force and effect.
21.5. Attorney's Fees: In the event of any litigation or arbitration, brought by any party in connection with this ToU, the prevailing party shall be entitled to reclaim from the other party all the reasonable costs, attorneys' fees and other related expenses incurred by such prevailing party in connection to the litigation.
21.6. No Waiver: ayboll's failure to enforce any provision of this ToU shall in no way be considered a present or future waiver of such provision, nor in any way change the right of any party to enforce each and every such provision thenceforth. The express waiver by ayboll of any provision, condition, clause or requirement of this ToU shall not be considered a waiver of any future requirement to comply with such provision, condition, clause or requirement.
21.7. Equitable Remedies: You acknowledge and affirm that ayboll will be irreparably damaged if the terms of this ToU were not specifically enforced and abided by; therefore you agree that ayboll is entitled, without bond, other security, or proof of damages, to seek and appropriate equitable remedies in the case of a breach of this ToU, in addition to any other remedies available to ayboll under relevant laws.
21.8. Entire Agreement: This ToU, including the documents specifically incorporated by reference, constitutes the entire agreement between you and ayboll as concerns the Site and/or the Service and supersedes any and all prior or contemporaneous communications, whether electronic, oral or written, between you and ayboll regarding the Site, the Software and/or the Service.