Teenusetingimused

1. APPLICABILITY OF THE CONDITIONS

Adovinci OÜ (a company duly incorporated and validly existing under the laws of the Republic of Estonia with registry number 12141869 and registered seat at Valukoja 8, Lasnamäe, Tallinn 11415 ESTONIA; with e-mail: info@adovinci.com and phone no: +372 5343 4003; hereinafter referred to as “Adovinci”) is a digital out-of-home advertising technology company that provides services for product monetization and promotion. Adovinci connects Operators and advertisers through its platform. BY USING ANY OF ADOVINCI SERVICES, YOU AGREE TO THESE GENERAL TERMS AND CONDITIONS; PLEASE READ THEM CAREFULLY. Additional terms or service conditions may apply and be shown separately. These additional terms become part of your agreement with Adovinci and all the policies made available to you therein must be followed. If you do not agree to all the terms and conditions of this contract, then you may not use any of Adovinci services.

The general terms and conditions of the partnership contained herein constitute the basis of the commercial relationship between Adovinci and (i) you as a natural person or (ii) you as a legal person (if the Contract is made by a natural person on behalf of a respective legal person) (hereinafter referred to as “you”) who is using Adovinci products and services.

Adovinci reserves the right, at its sole discretion, to change, modify, add or remove portions of any part of ADOVINCI GENERAL TERMS AND CONDITIONS, at any time. Adovinci will notify you about the changes to its general terms and conditions either by e-mail, your Adovinci Account (if any) or through Adovinci Website (including applicable third party terms and conditions to which references are made via e-mail, Adovinci Account or the Adovinci Website). You may terminate Your commercial relation with Adovinci if you do not agree to the changes by not using Adovinci services from the moment respective changes become applicable (all services incl orders inserted for Campaigns not yet delivered before the changes shall be binding to both parties based on the General Terms and Conditions without the changes). Your continued use of the Adovinci services means that you accept and agree to the changes. As long as you accept and follow this contract, Adovinci grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use Adovinci services. Exceptions to these policies are permitted only with explicit authorization from Adovinci.

2. DEFINITIONS

Advertiser: any natural or legal person with whom Adovinci has entered into contract for the provision of services for the purpose of implementing one or several Campaigns accessible on the Adovinci Platform. You as an Advertiser are allowed to use the services of Adovinci only related to your independent economic and/or professional activities. You may not enter into an agreement with Adovinci and use our services as a consumer.

Adovinci general terms and conditions: any standard terms imposed by Adovinci to regulate the commercial relationship between Adovinci and its Advertisers.

Adovinci Platform: A technological solution offered by Adovinci allowing contact between Advertisers and Operators using Adovinci services.

Adovinci Website: www.adovinci.com, associated sites linked to www.adovinci.com and mobile device applications provided through www.adovinci.com.

Adovinci Account (from time to time also referred to as “account” or “your account”): Adovinci account/ access point used to access the Adovinci Platform and other information.

Adovinci Partner Account: Adovinci account/ access point with special permissions and payment privileges used to access the Adovinci Platform and other information.

Campaign: “Program” or “Marketing Operation” designating the operations set up by an Advertiser with the aim, notably, of increasing Traffic to the Advertiser Site, their sales and/or acquiring new customers.

Contract: Adovinci general terms and conditions together with an insertion order and any other special terms agreed by the parties.

Operator: any natural or legal person who has entered into contract with Adovinci, in order to commercialize all or part of the Advertising Space in their Operator Inventory.

Advertising Space: any platform or other technical solution used to provide advertising, including but not limited to Operator Inventory.

Operator Inventory: any product containing an Advertising Space.

Suspended Account: Adovinci Account temporarily disabled with no access to services, including without limitation any user content, data or other files contained in Adovinci Account. Access may be restored upon the fulfillment of conditions set by Adovinci.

Blocked Account: account permanently disabled on the grounds stipulated in the Contract.

 3. SITE USAGE AGREEMENT

This site usage agreement applies to your use of the Adovinci Website as defined in these Adovinci general terms and conditions.

The Adovinci Website is the property of Adovinci. It is accessible worldwide and is administrated and operated from Tallinn, Harjumaa, Estonia. Some services may be administered and operated also from various locations outside of the Estonian Republic.

3.1. PROPERTY OF CONTENT

All site, product and services content (hereinafter “Content”) as text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Adovinci Website is owned, controlled or licensed by Adovinci, and is protected by trade dress, copyright and trademark laws, and various other intellectual property rights and unfair competition laws.

NO PART AND NO CONTENT MAY BE COPIED, REPRODUCED, REPUBLISHED, POSTED, PUBLICLY DISPLAYED, ENCODED, TRANSLATED, TRANSMITTED OR DISTRIBUTED IN ANY WAY (INCLUDING “MIRRORING” AND SCREENSHOTS) TO ANY OTHER COMPUTER, SERVER, WEB SITE OR OTHER MEDIUM FOR PUBLICATION OR DISTRIBUTION OR FOR ANY COMMERCIAL ENTERPRISE, WITHOUT ADOVINCI EXPRESS PRIOR WRITTEN CONSENT.

You may use information about Adovinci products and services purposely made available by Adovinci for downloading from the Adovinci Website, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

 3.2. RESTRICTION

You may not use any automatic device, program, algorithm or methodology such as “deep-link”, “page-scrape”, “robot”, “spider” or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Adovinci Website or any of its Content, or in any way reproduce or circumvent the navigational structure or presentation of the Adovinci Website or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Adovinci Website. Adovinci reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Adovinci Website, or any other systems or networks connected to the Adovinci Website or to any Adovinci server, or to any of the services offered on or through the Adovinci Website, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Adovinci Website or any network connected to the Adovinci Website, nor breach the security or authentication measures on the Adovinci Website or any network connected to the Adovinci Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Adovinci Website, or any other customer of Adovinci, including any Adovinci Account not owned by you, to its source, or exploit the Adovinci Website or any service or information made available or offered by or through the Adovinci Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Adovinci Website.

You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Adovinci Website or Adovinci systems or networks, or any systems or networks connected to the Adovinci Website or to Adovinci.

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Adovinci Website or any transaction being conducted on the Adovinci Website, or with any other person’s use of the Adovinci Website.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Adovinci on or through the Adovinci Website or any service offered on or through the Adovinci Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Adovinci Website or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity, which infringes the rights of Adovinci or others.

3.3. LINK TO OTHER SITES

Adovinci Website and service activity may contain links to other independent third-party sites or applications. Such linked sites or applications are not under Adovinci control, and Adovinci is not responsible for and does not endorse the content of such sites or applications, including any information or materials contained on such sites or applications. You will need to make your own independent judgment regarding your interaction with these sites or applications.

3.4. INTELLECTUAL PROPERTY

Subject to your compliance with this site usage agreement, Adovinci grants you a revocable, limited, non-exclusive, non-transferable and non-sublicensable license to access and use Adovinci services and products.

You may not copy, modify, distribute, sell, or lease any part of our services or included products, nor may you reverse engineer or attempt to extract the source code of that product, unless you have explicit written permission. You will not remove, obscure, or alter copyright notice, brand features, or other proprietary rights notices affixed to or contained within any Adovinci services, products, site, content and documentation.

3.5. VIOLATION OF THE AGREEMENT

You agree that Adovinci may, in its sole discretion and without prior notice, terminate your access to the Adovinci Website and/or block your future access to the Adovinci Website if we determine that you have violated this site usage agreement or other agreements or guidelines which may be associated with your use of the Adovinci Website. You agree that Adovinci will not be liable to you or to any third party for termination of your access to the Adovinci Website as a result of any violation of this site usage agreement by you.

4. ACCOUNT USAGE AGREEMENT

Services offered on or through Adovinci Website may require you to open an account. Any natural person with full active legal capacity or any legal person may apply for a Adovinci Account. To get service access as an Advertiser you need to register an account on the Adovinci Platform.

ADOVINCI RESERVES THE RIGHT TO ACCEPT OR REJECT YOUR ACCOUNT REGISTRATION REQUEST WITHOUT ADDITIONAL EXPLANATION. FURTHERMORE, ADOVINCI RESERVES THE RIGHT TO DEFINE THE SCOPE OF FEATURES, SERVICES AND TOOLS AVAILABLE FOR YOUR ACCOUNT.

After submitting the registration form, you will receive an email notification with further instructions to confirm your request. Registering an account on the Adovinci Platform implies full and total acceptance of all Adovinci policies, terms and conditions.

You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. IN CASE OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT, OR ANY OTHER BREACH OF SECURITY, YOU AGREE TO NOTIFY ADOVINCI IMMEDIATELY. Try not to reuse your Adovinci Account password on third-party services.

You may not transfer your account to anyone without explicit written permission of Adovinci 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. Adovinci cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. You will be held liable for losses due to someone else using your account or password as a result of your failing to keep your account information secure and confidential.

To open a Adovinci Account and start using Adovinci services you must provide your real name(s) and full personal and/or company registration information including payment data, if required. All information you provide upon registration must be accurate and up-to-date. You may not provide any false information, or create an account for anyone other than yourself without respective authorization. The representative of a legal person making the Adovinci Account on behalf of the legal person must ensure that they have all the necessary rights and powers to do that.

THE SOLE OWNERSHIP OF MULTIPLE ACCOUNTS IS PROHIBITED.

Adovinci reserves the right to add, to edit, remove or reclaim any account (including your submissions) with or without your request if deemed appropriate.

All advertising services are provided through tools on Adovinci Website. You agree that in using the Adovinci services, your Campaign(s) will be created and managed by you. Upon sole discretion of Adovinci you may also be provided dedicated campaign management service whereby the Adovinci personnel assist the management of Campaign(s). For provision of the dedicated campaign management service a separate insertion order must be agreed to regulate provision of special Adovinci services.

Adovinci may immediately block your account at any moment if you engage in fraudulent activity or there is any other reason to terminate your Contract without prior notice. In case Adovinci finds at its sole discretion that there is a threat that you are engaging in any suspicious activity, you have violated the Contract or it is necessary for security reasons, Adovinci may temporarily suspend your account until the cause for suspending your account has been eliminated; or if that cannot be eliminated or you refuse or fail to eliminate it, block your account. If your account has been suspended or blocked you are prohibited from using Adovinci services. For security reasons Adovinci may in addition block your access to the entire Adovinci Website. You agree that Adovinci will not be liable to you or to any third party for termination of your access to your Adovinci Account and/or the Adovinci Website as a result of any violation of the Contract by you.

If your account has been previously suspended or blocked, or during the time your account has been temporarily blocked, for any of the above reasons, you may not create another account without express permission from Adovinci.

5. QUALITY AGREEMENT

All Advertisers are required to follow Adovinci quality agreement.

This quality agreement covers the most common forms of deceptive or manipulative behavior, but Adovinci may respond negatively also to other misleading practices not listed here. It is not safe to assume that just because a specific deceptive technique isn’t included, Adovinci approves of it.

5.1. ADVERTISER QUALITY GUIDELINE

In order to ensure a good experience for Internet users and Operators, you and other Advertisers participating in the Adovinci program are required to follow this Advertiser quality guideline.

You undertake to ensure that you have all necessary permits and licenses for the display of the Campaign ads and business activities in the selected countries. In addition you must ensure that the content of the ads is following all guidelines provided in Adovinci Contract and all applicable laws.

Adovinci will review your submission regarding quality before the campaign can be live.

You declare and guarantee that your Campaign does not:

  • Promote goods, services or activities which are prohibited and promoting activity itself is in accordance with all applicable laws of jurisdictions to which a Campaign is concerned (e.g. laws regulating services and products with special regulations such as alcohol and tobacco);
  • Contain material that infringes the rights of any third parties (including but not limited to copyright and other intellectual property rights and personal rights) or which promotes copyright piracy (e.g. unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc);
  • Contain gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm;
  • Promote any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
  • Contain fraudulent or misleading material, false representations or notifications
  • Impersonate entity, company or organization of a third person, and mimic functionality or warnings from the operating system, software or other content of a third person;
  • Disclose personal or confidential information that is not publicly accessible, lacks required consent(s) or which disclosure is illegal due to other circumstances
  • Promote any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.);
  • Contain illegal, false or deceptive investment advice and money-making opportunities;
  • Direct to or be a site which is under construction or incomplete;
  • Direct to or be a site with extremely limited audiences or viewership;
  • Contain material which reasonable public consensus deems to be indecent, immoral or other ways inappropriate;
  • Make use of suspicious campaign settings (known fraudulent patterns);
  • Contain links to other sites, applications or any other type of content presenting the characteristics detailed above;
  • You agree to inform Adovinci promptly of all significant changes to the look and/or content of your Campaign ads.

It is your responsibility to ensure that your Campaign, including your Campaign ads, meet this Advertiser quality guideline at all times. Adovinci has the right to check your compliance with this policy at any point during the time your Contract with Adovinci is valid and/or Campaign is live through Adovinci platform.

6. ANTI-FRAUD POLICY

Fraud is a subset of invalid actions that are generated with malicious or fraudulent intent in other words, actions that are intended to drive up Advertisers’ cost or Operators’ revenue artificially.

This includes but are not limited to the following techniques:

  • Automatically generated content;
  • Participating in link schemes;
  • Cloaking;
  • Sending automated queries to Adovinci;
  • Engaging in unlawful multi-level marketing;
  • Disable, overload, or impair the proper working or appearance of Adovinci;
  • Intentional deception involving financial transactions;
  • Hide fully or partially loaded advertisement content under one or multiple layers;
  • Using an iframe to serve Adovinci ads.
6.1. FINANCE FRAUD

You may not use a payment method that is invalid (including but not limited to using inaccurate information) or unauthorized (including but not limited to using a method without appropriate license/permit). When using a payment method belonging to a third party, you must have the owner’s express written permission. At any moment, Adovinci may require you to submit additional documentation proof such as bank statements, third party authorization, utility bills, etc. in order to verify your identity and right to use a given payment method.

If your payment activity is deemed suspicious, Adovinci has the right to suspend your account until an investigation is concluded.

You must compensate to Adovinci any loss incurred to Adovinci with your fraudulent or other illegal activity. For compensation Adovinci may use any of your funds accessible to Adovinci by making settlements and deductions.

7. ANTI-COUNTERFEITING & ANTI-PIRACY POLICY

(applies both to Advertisers and also to any third person)

Special terms used in this policy:

  • Content: Any form of material or information, whether digital or otherwise provided by an Advertiser to the Adovinci Platform and any content displayed on Operator’s Inventory
  • Service: Distribution of Content through the Adovinci Platform
7.1. COPYRIGHT INFRINGEMENT – NOTIFICATION

Adovinci does not have any control on the Content of Operator’s Site and for this reason, Adovinci cannot and shall not bear any responsibility and/or liability regarding breaching of any third party’s Intellectual property rights regarding the Content.

In situations defined above, Adovinci reserves the right to investigate credible allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated, you may provide Adovinci with all of the following information: (a) A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed and information reasonably sufficient to permit Adovinci to contact the rights holder; (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Adovinci to locate the material, and the identity location and contact information of the allegedly infringer website, such as the specific URLs and time-and-date-stamped screenshot of the page; (d) Information reasonably sufficient to permit Adovinci to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Adovinci’s designated agent:

Adovinci OÜ

Valukoja 8, Lasnamäe, Tallinn 11415 Estonia

info@adovinci.com

7.2. ALLEGED VIOLATIONS – TERMINATION

In the event that it is determined by Adovinci, in its sole discretion, that an Advertiser has engaged in repeated violations of its policy, in addition to any other remedies which might be available, Adovinci shall have the right, but not the obligation (except in the case of a request from legal authority) to terminate the Service of the offending Advertiser without notice. Irrespective of the foregoing, Adovinci reserves the right to terminate your use of the Service and/or the Adovinci Website.

To ensure that Adovinci provides a high quality experience for you and for other users of the Adovinci Website and the Service, you agree that Adovinci or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Adovinci Website or the Service. Adovinci does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Adovinci reserves the right to terminate your account or your access to the Adovinci Website immediately, with or without notice to you, and without liability to you, if you have violated any of the terms and conditions of this anti-counterfeiting & anti-piracy policy, furnished Adovinci with false or misleading information, or interfered with use of the Adovinci Platform or the Service by others.

8. ADVERTISER AGREEMENT

The terms and conditions contained in this Advertiser agreement together with any other Adovinci general terms and conditions, insertion orders and other written agreements applicable to Adovinci Advertisers constitute the basis of the commercial relationship between Adovinci and you as the Advertiser, in order to implement one or several Campaigns through the Advertising Space of the Operators with whom Adovinci has entered into contract for the purpose of commercializing all or part of the their Advertising Space.

The conditions of the Contract between you and Adovinci prevail over all others, in particular those of yours unless specifically agreed in writing by Adovinci.

In any case, the sole fact that Adovinci does not apply one of the conditions contained herein or does not impose it at a specific moment during its dealings with the Advertiser may not be construed as a tacit renunciation of the conditions stipulated herein.

8.1. ADVERTISER ADMISSION CONDITIONS

You can become a Adovinci Advertiser if you are a natural person with full active legal capacity or you are a legal person and you comply with the Contract. In order to become an Advertiser on the Adovinci Platform, you must first apply for an Adovinci Account via Adovinci Website following Adovinci Account usage agreement. By registering your account or requesting any service from Adovinci (eg. signing an insertion order) you confirm your understanding and unreserved acceptance of the Contract.

8.2. CAMPAIGNS

Adovinci reserves the right to add, edit, or remove any Campaign settings or characteristics.

8.3. OBLIGATIONS

You undertake to ensure that you have all necessary rights, permits and licenses for the display of the Campaign ads and business activities in the selected countries. If you breach this obligation, Adovinci will be allowed to terminate the Contract with you prematurely without prior notice, without prejudice to the damages that Adovinci may demand from you. In addition you must ensure that the content of your ads follow all guidelines provided the Contract, including in the quality agreement.

Any Campaign is published under the responsibility of the Advertiser.

The Advertiser declares and guarantees that any Campaign is in accordance with the laws and regulations in force, especially internet and advertising laws and does not infringe any third party’s intellectual property rights or privacy.

 Adovinci reserves the right to refuse to publish or to delete any Campaign which does not comply with laws and regulations in force. In this case no indemnity shall be claimed by the Advertiser to Adovinci.

YOU ACKNOWLEDGE AND AGREE THAT ADOVINCI MAY REJECT ANY OF YOUR CAMPAIGNS AT ANY TIME FOR WHATEVER REASONS.

ADOVINCI CANNOT AND SHALL NOT BEAR ANY RESPONSIBILITY AND/OR LIABILITY IN CASE OF ILLEGAL CAMPAIGN(S). ONLY YOU THE ADVERTISER SHALL BEAR RESPONSIBILITY AND LIABILITY IN RELATION TO ANY ILLEGAL CAMPAIGN(S).

 8.4. INTELLECTUAL PROPERTY

Using Adovinci services does not give you ownership of any intellectual property rights in Adovinci services or the content you access.

All intellectual property rights, both economic and moral, in works and other objects created by Adovinci upon the request of the Advertiser which are subject to the protection of copyright or other intellectual property rights (e.g. in case Adovinci designs an ad for the Advertiser’s Campaign), belong solely to Adovinci and the respective objects of IPR may only be used on Adovinci Platform, unless otherwise agreed by the parties.

The Advertiser declares and guarantees that it has all necessary permits and licenses for the display of the Campaign ads and expressly authorizes Adovinci and the Operator to use/reproduce of the Campaign in result of this Agreement signed with Adovinci.

9. LIABILITY

9.1. CUSTOMER’S LIABILITY

You are fully responsible for the due performance of your obligations under the Contract and must compensate to Adovinci any and all damages caused by the non-performance or unsatisfactory performance of your obligations.

You agree to indemnify, hold and defend Adovinci, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against Adovinci by any and all third-party claims and liabilities arising out of or related to or arising out of or in connection with your use of the Adovinci Website, your use of the Adovinci services, or your breach of any term of the Contract (incl. but not limited in relation to your Campaign Content which infringes any legal requirements).

If Adovinci takes any legal action against you as a result of your violation of the Contract, Adovinci will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Adovinci.

YOU AGREE THAT ADOVINCI IS ENTITLED TO DEMAND THAT YOU PAID A CONTRACTUAL PENALTY IN THE FOLLOWING CASES:

If your Contract with Adovinci is terminated due to the violation of Contract by you (e.g. due to your fraudulent activity), Adovinci may demand from you a contractual penalty in the amount of your unused balance (if you are an Advertisers).

If you breach your obligation under the confidentiality agreement provided in Adovinci general terms and conditions, Adovinci may demand that you paid a contractual penalty up to the amount of EUR 10 000 for each breach. In case the contractual penalty does not cover the actual damages of Adovinci, Adovinci may also demand for compensation for damages exceeding the penalty.

If you as an Advertiser do not have any of the necessary rights, permits or licenses required for the display of the Campaign ads or the operation of your Site(s) and/or business activities in the selected countries and you have not notified Adovinci thereof, Adovinci may demand that you paid a contractual penalty up to the amount of EUR 10 000 for each breach. In case the contractual penalty does not cover the actual damages of Adovinci, Adovinci may also demand for compensation for damages exceeding the penalty.

In case Adovinci receives from a third party a complaint, legal action or anything similar (hereinafter the “Complaint”) according to which you either as an Advertiser have breached any of the requirements of the Adovinci quality agreement, anti-fraud policy or the anti-counterfeiting & anti-piracy policy, you undertake to pay to Adovinci immediately a contractual penalty deposit payment in the amount of EUR 100 000 for each alleged event of breach (hereinafter the “Penalty Deposit”).

Adovinci does not have to keep the paid Penalty Deposit separately from its own funds and no interest shall accrue on the Penalty Deposit for your benefit.

You are entitled to demand that Adovinci returned the Penalty Deposit to you only if (i) the third party who submitted the Complaint confirms in writing that it takes back its Complaint and that you have not breached the respective requirement; or (ii) Adovinci is presented with the copy of a court ruling which has entered into force proving that you have not breached the respective requirement.

If Adovinci undertakes to return the Penalty Deposit to you, Adovinci is entitled to deduct from the sum of the Penalty the amount of any reasonable and proven costs (including but not limited to costs for legal assistance) Adovinci has borne in relation with the Complaint.

In any case you do not have the right to demand return of the paid Penalty Deposit once 3 years have expired from the payment of the Penalty Deposit and the conditions for the return of the Penalty Deposit have not been met by that time. In that case the Penalty Deposit shall be treated as a paid penalty payment.

9.2. LIABILITY OF ADOVINCI

ADOVINCI DOES NOT PROMISE THAT THE ADOVINCI WEBSITE OR ANY CONTENT, SERVICE OR FEATURE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE ADOVINCI WEBSITE AND SERVICES WILL PROVIDE SPECIFIC RESULTS. THE ADOVINCI WEBSITE AND ITS CONTENT AND ADOVINCI SERVICES ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE ADOVINCI WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ADOVINCI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE ADOVINCI WEBSITE, PRODUCT OR ANY SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ADOVINCI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADOVINCI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE ADOVINCI WEBSITE AND/OR ANY ADOVINCI SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE ADOVINCI WEBSITE AND ANY LINKED SITES AND ADOVINCI SERVICES. YOUR SOLE REMEDY AGAINST ADOVINCI FOR DISSATISFACTION WITH THE ADOVINCI WEBSITE OR ANY CONTENT OR ADOVINCI SERVICE IS TO STOP USING THE ADOVINCI WEBSITE OR ANY SUCH CONTENT OR ADOVINCI SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

ADOVINCI CANNOT AND SHALL NOT BEAR ANY RESPONSIBILITY AND/OR LIABILITY IN CASE OF ILLEGAL ADVERTISEMENT.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Adovinci reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Adovinci Website, or any portion of the Adovinci Website, for any reason; (2) to modify or change the Adovinci Website, or any portion of the Adovinci Website, and any applicable policies or terms; and (3) to interrupt the operation of the Adovinci Website, or any portion of the Adovinci Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Adovinci may, in its sole discretion and without prior notice, terminate your access to the Adovinci Website, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Adovinci Website or any service offered on or through the Adovinci Website,(4) violation by you of any terms and conditions of the Contract with Adovinci, or (5) unexpected technical issues or problems.

TO THE EXTENT PERMITTED BY LAW (i) IN NO EVENT SHALL ADOVINCI BE LIABLE UNDER THE CONTRACT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) ADOVINCI’S AGGREGATE LIABILITY UNDER THE CONTRACT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY ADOVINCI IN CONNECTION WITH THE CONTRACT WITH YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. You confirm that you have entered into the Contract with Adovinci relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between you and Adovinci.

9.3. FORCE MAJEURE

In any event neither you nor Adovinci are liable for delay or failure to perform under the Contract resulting from any occurrence or event which could not have been reasonably avoided including but not limited to accident, action of the elements, act of God, civil commotion, enemy action, epidemic, explosion, fire, flood, insurrection, strike, lockout or other labor trouble or shortage, natural disasters, riot, unavailability or shortage of material, equipment or transportation, war (whether or not declared), act, demand or requirement of law or of the Governments or any other competent governmental authority (force majeure).

The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event.

Notwithstanding the foregoing, either party may terminate this Contract upon written notice to the other in the event an occurrence of force majeure lasts for at least 3 months.

10. DURATION AND TERMINATION

Your Contract with Adovinci becomes effective upon registration of your Adovinci Account or upon signing any additional agreement with Adovinci and is valid for unspecified period.

Each party is within its rights entitled to terminate the Contract, for any reason, by registered mail (with notice of delivery) or by e-mail, sent by you to info@adovinci.comor by e-mail from Adovinci to the e-mail address you have previously provided, giving at least 48 hours prior notice.

Provided that Adovinci has made available such a possibility, you may also terminate the Contract by deleting your Adovinci Account from the Adovinci Platform. You as an Advertiser may be given such an option only if your account has no un-invoiced spending and/or unpaid invoices. You can delete your account by sending an request via e-mail to info@adovinci.com. After that Adovinci will contact you via the same e-mail with further instructions. If you confirm your wish to delete your account, the Contract will be deemed terminated, your access to your account will be closed and the provision of all Adovinci services to you stops.

Termination of the Contract in no way modifies the rules of Financial Agreement in Adovinci general terms and conditions. You will bear all costs associated with the failure to provide a 48-hour notice (if such is requested).

Provided there is a good reason, both you and Adovinci may terminate the Contract also immediately without prior notice. Adovinci may do so inter alia if:

Regardless of a prior reminder sent by Adovinci,

You as an Advertiser breach the obligation to have all necessary rights, permits and licenses for the display of the Campaign ads and the operation of your Site(s) and business activities in the selected countries.

You fail to comply with any of the requirements of the Adovinci quality agreement, anti-fraud policy or the anti-counterfeiting & anti-piracy policy.

You materially breach any other obligation of the Contract and fail to remedy the breach within a reasonable time granted by Adovinci.

This opportunity is set forth in any other provision of the Contract.

Upon termination of the Contract your account is immediately archived.

11. CUSTOMER COMPLAINTS

In case you have any complaints (whether of legal, financial, technical or any other nature) or you require additional support, please contact us through the contact form present on Adovinci Website, by e-mail: at info@adovinci.com, or by mail to: Adovinci OÜ, Valukoja 8, Lasnamäe, Tallinn 11415 Estonia. Our support team will get back to you within 48 working hours. If your inquiry requires a more detailed answer, it might take up to 30 working days for processing your request. Adovinci reserves the right to ignore any request in contradiction with the Contract.

Any feedback or request you provide shall be deemed to be non-confidential. Adovinci shall be free to use such information on an unrestricted basis.

12. COURT JURISDICTION AND GOVERNING LAW

ADOVINCI GENERAL TERMS AND CONDITIONS HAVE BEEN COMPOSED IN THE ENGLISH LANGUAGE. IF THEY SHOULD BE TRANSLATED INTO ANY OTHER LANGUAGE (EITHER PARTLY OR ENTIRELY), THE ENGLISH LANGUAGE VERSION SHALL PREVAIL.

THE PROVISIONS OF YOUR CONTRACT WITH ADOVINCI ARE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF ESTONIA. ANY DISPUTE OR DIFFERENCE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT BETWEEN YOU AND ADOVINCI WILL BE SETTLED BY WAY OF NEGOTIATIONS. IF THE NEGOTIATIONS FAIL YOU AGREE TO SUBMIT YOUR CLAIMS AGAINST ADOVINCI EXCLUSIVELY TO HARJU COUNTY COURT IN ESTONIA. ADOVINCI MAY FILE AN ACTION AGAINST YOU EITHER TO HARJU COUNTY COURT IN ESTONIA OR TO ANY OTHER COURT IN COMPLIANCE WITH APPLICABLE LAWS.

Any claim under the Contract must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

13. CONFIDENTIALITY AGREEMENT

You agree to keep all details of the contractual relationship between you and Adovinci confidential (including but not limited to information about Adovinci’s customers and business partners and their contact details, Adovinci’s products and services, technology, software, statistics, price rates and all info explicitly marked as confidential), and not to disclose information of any nature exchanged before or during the term of the Contract to any third parties, and to take all necessary measures to prevent such disclosure by your employees and agents (if any) even after they are no longer in your employ.

YOU ACKNOWLEDGE THAT THE INFORMATION ON ITS CUSTOMERS (INCLUDING THEIR NAMES, CONTACT DETAILS, ETC.) IS VERY IMPORTANT TO ADOVINCI AND THEREFORE, YOU AS AN ADVERTISER SPECIFICALLY UNDERTAKE NOT TO USE THE INFORMATION ABOUT ADOVINCI OPERATORS DIRECTLY OR INDIRECTLY FOR YOUR OWN OR THIRD PARTY’S COMMERCIAL BENEFIT OR IN ORDER TO COMPETE OR CAUSE PREJUDICE TO THE ACTIVITIES OF ADOVINCI IN ANY MANNER WHATSOEVER.

The duty of confidentiality does not apply if you are required to disclose information under law or if Adovinci has given its prior written consent to release you from your obligation of confidentiality for all or part of the information exchanged. In addition you may disclose relevant information to your auditors, attorneys, credit and financial institutions, provided that the latter are also bound by a duty of confidentiality.

You agree that we may include your name, logo and other brand features in our presentations, marketing materials, customer lists and financial reports.

14. MISCELLANEOUS

If any of the provisions of the Contract are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Contract, so that the Contract shall remain in full force and effect. The Contract constitutes the entire agreement between you and Adovinci with regard to your use of Adovinci services, and all other written or oral agreements or understandings previously existing between you and Adovinci with respect to such use are hereby superseded and cancelled. Adovinci failure to insist on or enforce strict performance of the terms and conditions of the Contract shall not be construed as a waiver by Adovinci of any provision or any right it has to enforce the Contract, nor shall any course of conduct between Adovinci and you or any other party be deemed to modify any provision of the terms and conditions of the Contract. The terms and conditions of the Contract shall not be interpreted or construed to confer any rights or remedies on any third parties.