GENERAL TERMS AND CONDITIONS FOR ADVERTISERS

THIS TERMS AND CONDITIONS IS MADE AND ENTERED INTO BY AND BETWEEN

REVENUE DIGITAL LTD (hereinafter the “Company”, “us”, “we” or “our”) is a limited company incorporated under the laws of the BVI with its registered address at Quijano Chambers, P.O. Box 3159, Road Town, Tortola, whether directly or indirectly, owns and operates the Revtop website (hereinafter the “Website”), and.

Any and all Advertisers (hereinafter the “Advertiser”, “you”, “yours”) who are individuals or companies who need to advertise their products online and registered with the Website to enjoy our services.

WHEREAS, the Company, without limitation, is in the business of operating as a marketing agency by connecting and bringing together Publishers with Advertisers through the Website.

WHEREAS, the Advertiser pays compensation to the Company for its services as it is stated herein.

NOW THEREFORE, your use of and access to the Website is considered your consent to be bound by this General Terms and Conditions (hereinafter the “Agreement”) and any additional rules and guidelines that we may post on the Website. If you do not agree to be bound by this Agreement, then you must not use the Website.

PLEASE NOTE that we may change this Agreement at any time and without any notice to you. We recommend that you periodically visit this page to review this Agreement. By using the Website after we post any changes, you agree to accept those changes, whether or not you actually reviewed them.

DEFINITIONS

Advertiser means individuals or companies who need to advertise their products online and who registered with the Website to enjoy our services.

Advertising Material means advertisement, including all content, trademarks, images, trade names and brand features, which an Advertiser wants to display on a Publishers website by enjoying our services.

Advertising Space means the section of a Publisher’s website that is allocated for advertising and subject to an Offer to Advertisers through the Website.

Campaign means cumulative action that focused on advertising of Advertiser’s products performing through the Website.

Impression means an occasion when an Advertising Material is viewed by a user on a Publisher’s website.

Insertion order (IO) means a document that specifies the scope and essential conditions of a Campaign. It is hereby acknowledged between both the parties that the IO (if any) is an integral part of this Agreement and they collectively form and constitute an entire document.

Offer means a Publisher’s offer to place the Advertising Material of an Advertiser on a reimbursable basis.

Pre Pay means a payment model where an Advertiser pays in advance to buy Traffic and the funds being allocated to the advertisers account for new or current campaigns. Please note that funds are only allocated as and when payment has been received.

Publisher means individuals or companies who place the third parties’ advertisement on their owned websites and who registered with the Website to enjoy our services.

Revtop website means the website situated at www.revtop.com, user interfaces and the services and content thereon.

RTB (Real-time bidding) means a selling model of a Publisher’s Advertising Space to Advertisers on a per-impression basis via programmatic instantaneous auction on the Website.

Traffic means the nominal measure of internet users who are the subject to an Impression.

User Interface (UI) means the interface available to an Advertiser to create, pause and stop Campaigns as well as to monitor Campaigns performance.

SCOPE OF WORK

The Advertiser hereby agrees to grant to the Company and its Publishers a non-exclusive, worldwide, royalty-free license and right to use, perform, reproduce, display, transmit, copy and distribute the Advertising Material and any trademark, logos, and graphics of the Advertiser in accordance with the IO (if any) and this Agreement.

The Company reserves at any time the right to reject, suspend or cancel any Campaign and/or to reject any Advertising Material which in the opinion and/or discretion of the Company is not deemed suitable and appropriate for publication for any reason. The Company reserves the right to reject, suspend, postpone or cancel any Advertising Material which in the opinion of the Company may expose the Company into criminal and/or civil liability and/or any other form of liability. Furthermore the Company might refuse, reject, suspend or cancel any Campaign if in its opinion it is deemed to be offensive or objectionable.

The Company does not guarantee the placement, positioning or the timing of delivery of any Advertising Material, or the number of any Impressions, publications, conversions or clicks on any Advertising Material. The promoting, positioning and distribution of the Advertising Material shall be at the sole discretion of the Company, unless such timing, positioning and distribution is specifically provided for in the IO and agreed between the parties. If an Advertising Material is not published at all, due to the fault of the Company, we will supply an alternative publication date. If you choose not to accept this alternative date, your original booking will be cancelled and we will refund to your account the amount already paid for your cancelled booking.

Promoting of Advertiser Materials within the Website is at the sole discretion of the Company, and the Company will not be prohibited from also carrying Advertising Material for any product or business competitive to the product or business of the Advertiser.

The Company uses the RTB system as a default system of its marketing activities through the Website and it is understood that the Advertiser fully aware of all the features, distinctions and aspects of this system as well as agreed to bear all risks related to it. The Company reserves the right at any time to implement any other systems of marketing activities in addition to or instead of RTB system.

ADVERTISER'S REPRESENTATIONS AND WARRANTIES

The Advertiser hereby represents, acknowledges and warrants that:

  • it has the legal capacity and authority to enter into and be bound by the present Agreement;

  • it has the full legal authority to use and to authorize others to use all elements in and pertaining to the Advertising Material, including without limitation

    • a) the names, likenesses, biographical information and/or any other identifying attributes of any individual who is identifiable in the Advertising Material;

    • b) all elements of the Advertising Material that are subject to protection under any and all intellectual property law, including without limitation, the copyright, trademark, unfair competition and/or patent laws and regulations of any jurisdiction in which the Advertising Material may be exhibited;

    • c) all “testimonials” (as that term is commonly understood in the advertising industry) and/or endorsements contained in the Advertising Material;

  • the Advertising Material is not and will not in any way

    • a) subject to any third party claims and it has been fully cleared by Advertiser for all uses set forth herein, and no payments will be required to be made to any third party in connection with the use of the Advertising Material (or, if any such payments are required, the Advertiser will be solely responsible therefor and indemnify and hold harmless the Company in connection therewith);

    • b) violate any third party copyright, trademark, trade name trade secret or other form of intellectual property;

    • c) violate any applicable laws rules and/or regulations;

    • d) contain false or deceptive advertising or any machine-readable code including but not limited to any virus, Trojan-horse or other self-executing program;

    • e) contain any content that can be classified as defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or

    • f) violate any applicable law or regulation and particularly in respect to the offering of sweepstakes, gambling, promotions etc.

The Advertiser hereby accepts that if it is in breach of any of the above representations, acknowledgements and warranties, then the Company has the right to immediately terminate the present Agreement and take any other necessary step and/or action deemed appropriate.

The Advertiser covenants, agrees and undertakes that:

  • it will, at all times, comply with all laws applicable in the jurisdiction where the Advertiser is situated or otherwise conducts its business;

  • it will, at all times, comply with the terms of this Agreement;

  • it will at all times comply with legal provisions pertaining to online advertising and spam.

THE COMPANY’S REPRESENTATIONS AND WARRANTIES

The Company hereby represents, acknowledges and warrants that:

  • it has the legal capacity and authority to enter into and be bound by the present Agreement;

  • it has the full legal authority to use all its property including the Website;

  • its services will perform substantially and materially in accordance with this Agreement and under normal use and circumstances, and for the purpose intended.

Except for the express warranties set forth above and to the extent permitted by law the Company expressly disclaims all other warranties of any kind with respect to the services, whether express or implied, including without limitation any warranties for merchantability, fitness for a particular purpose, that the services will be uninterrupted, completely secure and/or free of the Website errors.

The Website may contain links to other independent third-party site and such linked sites are not under the Company’s control, and the Company is not responsible for and does not endorse the content of such sites, including any information or materials contained on such sites. The Publisher will need to make its own independent judgment regarding its interaction with these sites.

The Advertiser may not transfer its account to anyone without explicit written permission of the Company and it may not use anyone else’s account or password at any time without the express permission and consent of the Company and the holder of that account. The Company cannot and will not be liable for any loss or damage arising from the Advertiser’s failure to comply with these obligations. The Advertiser will be held liable for losses due to someone else using its account or password as a result of it failing to keep its account information secure and confidential.

PAYMENT TERMS

For the services to be rendered by the Company, the Advertiser hereby pledges, covenants and agrees to pay to the Company for the valid and qualified Traffic delivered to the Advertiser as a result of our services and any additional payments which are to be agreed upon between the Company and the Advertiser.

To start enjoying the Company’s services the Advertiser shall make the Pre Pay in the amount of not less than US$ 500 (five hundred US Dollars) to its Advertiser’s account (hereinafter the “Advertising budget”). The Advertiser’s account may be managed by the Advertiser through the UI.

The Advertiser has to control spending of its Advertising budget. The Advertiser may adjust a limit of the Advertising budget through the UI when it will be notified on low balance of the Advertising budget (hereinafter the “Low balance notification”). When the Advertising budget is entirely exhausted the Company will pause immediately all Campaigns of the Advertiser without any notification until the Pre Pay in the amount of not less than US$ 500 (five hundred US Dollars) will have been made to restart the Campaigns. It is the Advertiser’s sole responsibility to monitor, and when necessary, add funds to its account to ensure there's no disruption with Campaigns.

Please note that if your Account is inactive for a six-month period (i.e. you have not signed into your Account, you have not added more Advertising budget, you have not purchased any ads during that time), then we may deem your Account inactive and at such time we will charge an inactive account fee to preserve your data in the amount of $100 per month against your Account balance and will continue to be charged each month until your balance reaches $0 or until your Account becomes active again. If your Account is inactive for a twelve-month period, your Account balance will be charged as an inactive fee.

The Advertiser acknowledges and agrees that any credit card and related billing and any other payment information that the Advertiser provides to the Company may be shared with companies who work on our behalf such as payment processors and/or credit agencies solely for the purpose of checking credit and/or effecting payment the Company and serving the Advertiser’s account. The Company shall not be liable for any use or disclosure of such information by such third party.

REPORTS

The Company will provide the Advertiser with quantity information on the Traffic delivered to the Advertiser that may contain related statistics through the UI (hereinafter “Reports”). The Advertiser acknowledges that the Reports are the official, definitive measurements of the Company's performance on any delivery obligations provided herein.

The Advertiser shall be charged for the Company’s services at the rate and full amount based upon the Reports. The Traffic delivered to the Advertiser hereunder is considered valid and qualified except the Advertiser soundly proved otherwise. It is the sole discretion of the Company to determine whether the Advertiser succeed with such proving.

Any disputes over the Traffic shall be made to the Company within five (5) calendar days from the date the Report appeared at the UI. After the said period the Advertiser expressly waves its right to dispute howsoever the number and/or quality of the Traffic.

The Advertiser acknowledges that the Company has not made any guarantees with respect to statistics, which include, without limitation, levels of impressions or click-throughs for any Advertising Material or for any position specified for each Campaign. The Company provides the Advertiser with estimated statistics only as a courtesy to the Advertiser and the Company will not be held liable for any claims relating to any statistics however supplied.

REFUND TERMS

Any refunds to the Advertiser shall be made by the Company solely in the event of the Advertiser’s account closure and after the Advertiser’s request. The Advertiser will not be entitled to refund if it is deemed to be in breach of the Agreement.

The refund will only be made for a balance greater than US$500 (five hundred US Dollars) and a processing charge of 10% (ten percent) will be deducted from the refund as administrative fee. Any other additional fees related to the refund processing (including but not limited to banking and/or processing fees and charges and the likes) must also be covered by the Advertiser. We reserve the right to withhold your refund for a reasonable time to ensure that the correct amount is paid.

Any breach by the Advertiser of any representation, warranty or provisions of this Agreement shall result in the forfeiture of any refund to Advertiser.

TERMINATION

This Agreement has been entered into for an indefinite period of time until terminated by either party as stated bellow. If the Company has not rendered the services for any period of time within duration hereof this cannot be considered a breach of the Agreement and result in any losses or damages to the Advertiser.

Either party may terminate this agreement and cancel the campaigns providing a reason for such termination, by giving a 10 (ten) calendar days’ written notice to the other party except otherwise hasn’t been agreed in the IO.

The Company might also immediately terminate this Agreement in the cases where the Company considers that the Advertiser has been in breach of any of the terms of this Agreement or if it is considered that the Advertiser has acted and/or the Campaign has been managed in a way which:

  • is in contravention and/or violation of applicable laws, by-laws, rules and regulations;

  • is defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate; or

  • might harm the good reputation of the Company, its directors, employees, Publishers or any other person and/or body for which the Company is in law responsible;

  • occasions losses or the risk of loss for the Company or any third party;

  • fails to comply with this Agreement and such breach of contract is material; or

This Agreement will be automatically terminated when the Advertiser’s account has not been in use for more than three (3) months.

CONFIDENTIALITY

Either party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or customers, Publishers, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents or employees to disclose or grant to the Receiving Party access to any Confidential Information.

Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees

  • to use the Confidential Information only for the purposes expressly contemplated in this Agreement;

  • that no Confidential Information will be disclosed to any third party, Publisher, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party.

The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that one (1) copy may be made for backup and archival purposes only.

The undertakings and obligations of each party under this section shall not apply to any information which it can established to have:

  • become publicly known through no action on the Receiving Party’s part;

  • been known by the Receiving Party prior to receipt;

  • been independently developed by the Receiving Party;

  • been approved for public release by the Disclosing Party’s written authorization; or

  • been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order.

Unless the Company has provided its prior, express written consent, the Advertiser will keep the IO strictly confidential, and may not make any unauthorized disclosure of the same to any person.

The confidentiality non-disclosure provisions shall survive this Agreement for a period of 3 (three) years.

INDEMNIFICATION

The Advertiser agrees to indemnify and hold harmless the Company, its Publishers, subsidiaries, successors and assigns from any claim, action, judgment, or liability, threatened or adjudicated, of any kind arising out of or in connection with any breach by the Advertiser of any representation, warranty or agreement and the Advertiser shall promptly reimburse the Company for any sums, costs or expenses (including, without limitation, reasonable attorney's fees and expenses, settlement costs and disbursements) incurred by the Company in connection therewith.

LIMITATION OF LIABILITY

The Advertiser agrees that the Company shall not be liable for

  • any delays in the delivery and/or non‐delivery of any Advertising Material and/or Traffic;

  • anything affecting the production of an Advertising Material in the event of an act of God, action by any government entity, network difficulties, electronic malfunction or any condition beyond the control of Company;

  • consequential damages of any nature whatsoever; and/or

  • errors or omissions in the Advertising Material as it is exhibited to the public.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL COMPANY’S LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE BY ADVERTISER DURING THE PRECEDING 6 (SIX) MONTHS.

GOVERNING LAW AND DISPUTES RESOLVING

The parties agree that this Agreement will be construed in all respects in accordance with the laws of England and Wales applicable to agreements entered into and to be wholly performed therein, and, in the event of any dispute related to the subject matter of this Agreement, the parties hereto agree to submit to the exclusive jurisdiction of the courts located in England.

In the event of any dispute arising out of or relating to this Agreement, the Advertiser’s sole remedy shall be an action for damages at law. The Advertiser expressly waives any and all equitable rights they may have hereunder, including without limitation any right to enjoin, rescind, terminate or otherwise interfere with the Company's delivery, placement and exhibition of any Advertising Material and Traffic whatsoever.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the Company shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.

MISCELLANEOUS

Notices. All notices and approvals desired or required to be given to either party hereunder shall be in writing and shall be deemed given when delivered via

  • by delivery in person;

  • by a nationally recognized next day courier service;

  • by first class, registered or certified mail, postage prepaid;

  • by electronic mail to the address of the party specified in this Agreement or such other address as either party may specify in writing.

Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent of the other in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.

Severability. If any term or provision of this Agreement is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Agreement shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.

No Partnership. Nothing contained in this Agreement shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint venturer of the other, it being understood and agreed that the relationship of the parties is that of independent contractors.

No Waiver. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.

Entire Agreement. This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.