§ 1 SCOPE OF APPLICATION
(1) The Terms and Conditions (hereinafter referred to as: “Agreement”) are a legal and binding contract between you (hereinafter referred to as: “Advertiser”) and MYBESTCLICK Ltd. (hereinafter referred to as: “The Company”) – acting as a holder of www.mybestclick.mobi
(2) By using the service (hereinafter referred to as: “Service”) provided under www.mybestclick.mobi (hereinafter referred to as: “Site”), you will comply with the following terms of the Agreement, in addition to them with all applicable laws and regulations, including without limitation any applicable local laws.
(3) If you do not agree with any of the terms stipulated in the Agreement, you are prohibited from using and/or accessing the Service site.
§ 2 DESCRIPTION OF THE SERVICE
The Service allows Advertisers to upload its performance based advertising campaign (hereinafter referred to as: “Campaign” or “Campaigns”) on the Mybestclick international network (hereinafter referred to as: “Mybestclick Network”) or on additional networks which will be indicated by the company (hereinafter referred to as: "Third Party Networks"). The Campaigns will be displayed/run in third party’s spaces which are present on mobile web sites or/and on mobile applications (hereinafter referred to as: “Spaces”).
§ 3 OBLIGATIONS
(1) For the purpose of the Campaign, the Advertiser declares to accept and authorizes the Company to publish the Campaigns on the Spaces.
(2) The Company will activate Advertiser's account on the Mybestclick Network at the date of registration and the Advertiser may proceed to launch the campaign from that moment on. The Campaigns shall be managed by the Advertiser via the control panel made available by the Company, the characteristics of which are described on the Site. By way of example, the Advertiser will be required to use the control panel to enter the campaign app, the campaign start date, the countries where the Advertiser wants to run the ads, the Operating System, the device target, the eventual daily campaign cap and the Cost per install (“CPI”) or the price the Advertiser wants to pay for each install generated through the platform. First, the Campaign will be pending and has to be approved by an Advertiser Account Manager working for the Company.
(3) Instead of managing the Campaign by itself, the Advertiser also may give the whole Campaign to the Company`s Advertiser Account Manager and from that moment on Company’s Advertiser Account Manager will add the campaign by itself in the Site. In this case the Advertiser has the obligation to provide all of the details about the campaign by sending an email, which shall contain the following information:
(4) PAUSE OF THE CAMPAIGN: The Advertiser can pause the campaign upon a prior notification sent via email 24 hours before requesting the pause.
§ 4 CHANGES OF THE CAMPAIGN
(1) Furthermore, the Advertiser is able to apply changes to the agreed Campaign details upon a prior notification sent via email 24 hours before initiating the change.
(2) Provided the Advertiser does not inform the Company about any changes reducing the stipulated perimeter of the campaign 24 hours before initiating the changes, the Campaign remains unchanged and the Advertiser is bound to the agreed unchanged perimeter of the campaign.
§ 5 SUSPENSION BEFORE CAMPAIGN'S END DATE
If the campaign is suspended before the end date, the Advertiser will be charged for the total fees.
§ 6 REPORTING SYSTEM
(1) The Advertiser will be able to monitor the Campaign's trend via the report made available by the Company.
(2) Furthermore, the report will indicate the daily investments made by the Advertiser expressed in USD dollars, Euros or British Pounds.
(3) If the Advertiser plans the Campaign on a given network, the report will only indicate the traffic registered for that entire network.
§ 7 ABILITY TO ACCEPT THE TERMS
The Advertiser affirms that according to law of its domicile the Advertiser is able to accept the terms of the agreement, e.g., that the Advertiser is either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
§ 8 TERMS MODIFICATION
(1) The Company may amend the Agreement from time to time. The Advertiser will be advised of any amendments by a general notice delivered by email. Such a general notice will be sent via email 30 days before any change is to come into effect and during these 30 days the Advertiser shall have the right to terminate the amendments by sending a written notice by email to the company.
(2) For avoidance of doubt it must be clear that if the Advertiser does not send the notice during the above mentioned 30 days, the amendments shall be considered accepted by the Advertiser.
§ 9 SERVICE MODIFICATIONS
The Company may change, suspend or terminate all or any aspect of the Service for any reason or no reason, at any time, including the availability of any feature or application of the Service. The Service is being constantly updated with new features and the Company, in its sole discretion, may change any aspect of the Service or discontinue any of the Service for maintenance or upgrade activity with the aim to improve the usability of the Service.
§ 10 RESPONSIBILITY FOR CAMPAIGN
The Advertiser agrees that the Company does not guarantee the insertion, positioning or the delivery time of the announcements, or the number of conversions or clicks referred to the announcements. Consequently, the Company shall not be considered responsible in any manner in this regard. The Advertiser is the sole party responsible for the choice of the Campaign's target and for creating the contents of the advertising messages. The Company reserves the right to reject and/or delete advertising messages, at its complete discretion, and at any time, as well as to change the dimensions and/or the format of the messages, at any time, to the extent that it is reasonably necessary to ensure compliance with the Service's technical specifications, without prejudice to the exclusive liability for the Campaign remaining with the Advertiser.
§ 11 RESTRICTIONS AND INFRINGEMENT OF THE RESTRICTIONS
(1) To use our Service the Advertiser must:
(2) In case of any violation by the Advertiser of such restrictions, the company shall be in title to immediately suspend the Service. The Company will send a communication by email to the Advertiser reflecting the violation of the above mentioned restrictions giving to the Advertiser maximum 24 hours to solve the violation. Advertiser’s failure to correct any such violation after Advertiser’s receipt of notice from the Company will entitle the Company to terminate this Agreement immediately without any liability, provided however that the company shall be in such a situation also entitled to claim for damages.
§ 12 LIMITATIONS OF LIABILITY
In no event shall the Company, its directors, officers, shareholders, employees, or agents be liable to the Advertiser or any third party for any direct, indirect, incidental, special, punitive, or consequential damages of any kind whatsoever resulting from any:
§ 13 PAYMENTS AND REPORTS
(1) All Advertisers are required to pay the cost of the Campaign within payment terms as stipulated in detail as follows:
(2) Advertiser Payment Currency are USD, GBP and EUR.
(3) In case of delayed payment will be applied, without any prior default, the following default interests: 0.5 % per month for the first four months of delayed payment, 1% per month for the following four months of delay, 1.5% per month starting from the ninth month of delayed payment and for all the subsequent months until the final settlement. In each case, the annual interest rate must not be higher than the maximum limit allowed by the applicable law.
(4) In any case, VAT shall or shall not be applied, according to laws and regulations in force on the Advertiser.
(5) Company's payment details are the following:
|Bank Name||FIRST INVESTMENT BANK|
|Bank Address:||Bulgaria , Pazardzhik , 7 BULGARIA blvd.|
(6) The Advertiser hereby guarantees that the sum is available on its credit card, undertaking not to plan Campaigns for amounts which are not available on its credit card. In any case, the Company shall have the right to interrupt the campaign and/or this Agreement immediately if the Advertiser defaults on the payment of the fees established herein.
(7) Advertiser's monitoring systems shall be considered legally binding for the purpose of calculating the amounts. However, in case of discrepancy in the amount of 5 % below Company’s monitory system, Company and Advertiser will discuss the discrepancy and will agree on the payable amount within 24 hours. Provided no amicable solution has been found within the aforementioned time frame, the LCIA will decide on the amount payable.
(8) The Advertiser is obligated to report to the Company about all tracking issues, downtime and other technical issues resulting in lost conversions and revenues for the company and furnish proof in this regard.
(9) If the Advertiser has any questions or find any discrepancies on the invoice, the Advertisers has to inform his Advertiser Account Manager within the next 5 business days from the receipt of the invoice. KPIs will be used exclusively for purposes of measurement and optimization and do not constitute a binding promise.
(10) In case of non-achievement of the KPIs installs generated while the Campaign was active are to be paid. An exception to this rule can only exist if the Advertiser has previously explicitly stated that a campaign has KPI, which is linked to payment. The Company can accept this condition only if the Campaign was sent by email after approval by the Advertiser. The Company will not accept a Campaign details on the date of occurrence of the problem with the KPI, nor by sending an email with all the details, nor in the system of the Advertiser, since the company aware that the details of the campaign in the Advertiser’s system can be changed at any time. That's why the Company should have all the details of the offer, including existing KPI to be sent exactly on the day in which the Company have been approved for this campaign.
(11) In the event of blacklisting of a publisher or an ISP, the advertiser must notify the Company by email 24 hours in advance. If the advertiser does not notice the Company 24 hours prior to blacklisting, the Advertiser will have to pay for lost installations and the amount due will be calculated according to the average CR.
(12) Advertiser shall send reports from his system with sub_id for each conversion. If the Advertiser refuses to pay for some leads for different reasons or if the Advertiser has got any complains about the quality of our publishers – the Advertiser must provide clear report which proves breaking conditions. It has to consist of:
(13) The Reports have to be provided to the Company with all sub_id of users who were rejected by Advertiser; within 14 days after the reported month, otherwise leads are considered valid.
§ 14 BANK EXPENSES
The Advertiser will need to be responsible to pay all the expenses and fees on his side for each money transfer or any intermediary bank. In case the Advertiser does not pay these expenses, the Company will charge them on the next invoices. All fees, customs, withholding taxes, duties, value added tax or any other taxation and wire transfer fee under the Agreement shall be separated between the 2 parties. The Company reserves the right to set and negotiate specific payment terms on a Customer-by-Customer basis.
§ 15 REPUTATION TOOLS
The Company does not accept Forensiq or similar Third Party IP reputation tools as a tool/basis/report for fraud because it has been observed that many IP's are getting flagged for IP reputation in Forensiq even though they are fine and this is being used to measure the risk. In many cases, the publishers have been found to have good retention stats while the Forensiq report suggested otherwise. Hence, for the Company the tool is deemed not reliable. The Company is not in agreement with the approach Forensiq employs and hence only this cannot be used to measure fraud.
§ 16 ADVERTISER’S NAME, TRADEMARKS AND LOGO
By entering into this agreement the Advertiser duly approves the use of its name, trademarks and logo by the Company in presentations, marketing material, financial reports, lists of clients, search result pages, promoting videos, company presentations.
§ 17 INTELLECTUAL PROPERTY
By entering into this agreement the Advertiser duly acknowledges the Company's intellectual property rights over the Service and undertakes not to change, adapt, translate, decompile, decode, disassemble the Service or not to attempt to extract the source code in another way, or not to create or attempt to create a substitute or similar service or product by using and/or accessing the Service or proprietary information related thereto.
§ 18 DURATION AND WITHDRAWAL
(1) This Agreement does not provide any termination date. The Advertiser may terminate this Agreement at any time, upon at least 30 working days written notice to the company at the following address: 4400 Pazardzhik, BULGARIA, Milio Voivoda 5A STR.
(2) The Company on its part, may terminate this Agreement with immediate effect, at its own discretion, by notifying the Advertiser accordingly by e-mail at the address indicated by the Advertiser at the moment of the registration to the Service or at the moment of the fill of the fields in the IO, attached in these Terms and Conditions.
§ 19 INSTALL ATTRIBUTION TIME INTERVALS
Conversions can still be tracked up to 7 days after the pause if the download has been made before the pause but the app has been opened after. The advertiser will be charged for those installs with the CPI previously agreed upon.
§ 20 MISCELLANEOUS
The Company shall not be liable to the Advertiser for failure to perform any obligation under this agreement to the extent that the failure is caused by any factor beyond its reasonable control. This agreement and the documents referred to in it constitutes the entire agreement between the parties and supersede all other agreements or arrangements, whether oral or written, express or implied. No variations of this agreement are effective unless made in writing. Neither party will be affected by any delay or failure in exercising or any partial exercise of his rights under this agreement unless he has signed an express written waiver or release. If any provision of this agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair: a) the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement. Nothing in this agreement creates a partnership or established a relationship of principal and agent or any other fiduciary relationship between the parties. This agreement is not intended to confer rights on third parties.
§ 21 GOVERNING LAWS
The agreement and any action related thereto shall be governed by and construed in accordance with the laws of Europe.
The London Court of International Arbitration (LCIA) shall have exclusive jurisdiction in any controversy involving or deriving from this Agreement or its performance.