Effective from 1st January 2023, this is a legal agreement between you (referred to as "Publisher" or "Advertiser") and captads, S.L. (referred to as "captads Network" or "captads Platform"), which sets out the terms and conditions that govern your participation in the captads Network. Prior to pressing the "Signup" button at the bottom of the signup page, please read this captads Agreement ("Agreement"). By pressing "Signup", you are indicating that you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, press "Cancel" and you will be unable to participate in the captads Network.
For the purposes of this Agreement, the parties involved agree that the following terms, when capitalized herein, shall have the meanings provided below, unless otherwise defined in this Agreement: “Advertiser(s)” refers to one or more customers of CaptADS who create Advertising Material and authorize CaptADS to act as an intermediary to place it on the Publisher’s Website(s). “Advertising Material” means the text, graphics, logos, designs, trademarks, and copyrights used for any type of advertising, including banners, text ads, pop-ups, and pop-unders, created by an advertiser. “Publisher(s)” refers to one or more customers of CaptADS who are responsible for distributing online Advertising Material on their Website(s). “Publisher´s Website(s)” refers to the space where Publishers incorporate or embed the Advertising Material, including but not limited to the homepage, website, or email. “CaptADS Network” refers to the advertising network owned and operated by CaptADS, S.L. “Ad Serving Platform” refers to the technology and service used to place advertisements on Websites, including advertising software licensed to CaptADS and sublicensed to Publishers and Advertisers participating in the CaptADS Network, subject to this Agreement. “Impressions” refers to the number of times Advertising Material is served to a person visiting the Publisher’s Website(s). “eCPM” refers to effective cost per mil and is used on the CaptADS Network to calculate the relative cost of an advertising campaign, estimating the cost/revenue per 1000 views of the ad. “Publisher Earnings” refers to the total revenue generated by the Publisher using the Advertising Materials, minus CaptADS’s margin. Publisher earnings are based on the eCPM generated by the ad spot. CaptADS’s margin remains at the sole and absolute discretion of CaptADS. “Unique Click” refers to the number of times, as recorded by CaptADS’s Ad Serving Platform, a user visiting the Publisher’s Website(s), identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period. “Administration Panel” refers to the interface provided by CaptADS to clients (Publishers, Advertisers, and Third Parties) for buying and selling traffic on the CaptADS Network. “Insertion Order” refers to a written authorization to display advertisements on Publisher´s Website(s).
This agreement allows advertisers to market and promote their goods and services using advertising material, which publishers incorporate into their websites through the CaptADS network's ad serving platform. CaptADS provides guidance to both advertisers and publishers. However, CaptADS is not responsible for the content of the publisher's website or the advertising material created by the advertiser. If any content is illegal or infringes on any laws or intellectual property rights, please request its removal from CaptADS at firstname.lastname@example.org. CaptADS reserves the right to approve or deny a publisher's affiliation at any time. If not approved, the publisher will not be entitled to payment for revenue displayed in their administration panel. Publishers must comply with CaptADS's eligibility rules, and their websites must not violate any laws, infringe on anyone's rights, or contain illegal or deceptive investment advice. CaptADS does not monitor publishers' websites, but if they contain any forbidden content, CaptADS may close the publisher's account without prior notice. In such a case, the publisher will not be entitled to payment for any remaining amounts in their administration panel, and they may incur further liability.
THREE.- SUB-PUBLISHERS. Publishers who operate a network with sub-publishers must ensure that their sub-publishers are aware of and comply with this Agreement. Publishers will be responsible for ensuring that their sub-publishers comply with this Agreement. FOUR.- MISUSE. 4.1. Any form of misconduct that violates applicable law or this Agreement, including the use of unfair or inadmissible means to acquire business transactions, is prohibited. 4.2. Publishers are specifically prohibited from attempting to obtain commissions by engaging in the following activities: 4.2.1. Falsely representing business transactions by entering unauthorized third-party data or providing false or non-existent data when ordering goods or registering online. 4.2.2. Using advertising material that enables tracking but is not displayed at all, not visibly, or not in the manner and/or size specified by the advertiser. 4.2.3. Brand-bidding. 4.3. Any form of misconduct will result in immediate account blocking. Publishers may raise an objection within one month of the blocking in order to provide a statement and evidence that the chosen form of advertising was in accordance with this Agreement. If the publisher cannot refute the breach of this Agreement, CaptADS will issue a notice of termination. The Agreement will be terminated and liquidated pursuant to the stipulations of Clause 12 of this Agreement. As a penalty for the breach of this Agreement, the Publisher will not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher. 4.4. Fraudulent Impressions. CaptADS's ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Any method to artificially or fraudulently inflate the volume of impressions or clicks is strictly prohibited. The count of impressions or clicks will be decided solely on the basis of reports generated by CaptADS Advertising Network. These prohibited methods include, but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running 'spiders' against the Publisher's own Website, automatic redirecting of users, or any other technique of generating automatic or fraudulent click-through and/or impressions. Advertising material may not be placed on a page that reloads automatically. The publisher may not require users to click on advertising material before entering a website or any area therein or provide incentives of any nature to encourage or require users to click on advertising material. The publisher's clicks through any link other than CaptADS's advertising material or use of any other means of artificially enhancing click results shall be a material breach of this Agreement. Upon such occurrence, CaptADS may terminate this Agreement without prior notification. Such termination is at the sole discretion of CaptADS and is not in lieu of any other remedy available at law or equity. CaptADS's ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. The publisher(s) will indemnify and hold CaptADS harmless from any liabilities, losses, or damages of any nature that directly or indirectly result from their infringement of this Agreement.
CaptADS has permission to use the trade names and trademarks of Publishers and Advertisers for the purposes of this Agreement without needing further written approval. SECTION ELEVEN - REPRESENTATIONS AND WARRANTIES: 11.1. Publishers represent and warrant to CaptADS that: All content, products, and services on their Website(s) are legal to distribute, and they either own or have legal right to use such content, products, and services without infringing on any copyrights, trademarks, patents, or other proprietary rights. Their Website(s) do not and will not contain any materials described in Section 4 of this Agreement during the term of this Agreement. Their Website(s) are free from any device, such as a "worm," "virus," "malware," or any other device that could impair or injure any person or entity. They are generally familiar with the nature of the Internet and will comply with all applicable rules and regulations. They will conduct their business in compliance with all applicable laws, rules, and regulations. They have full legal power and authority under their organizational documents to enter into this Agreement and perform the obligations contained herein. The execution of this Agreement and the performance of their obligations by Publishers will not conflict with or cause a breach or violation of any agreement, law, regulation, or other obligation to which Publishers are a party or subject. Publishers must respect the prohibition of unsolicited advertisements (commonly known as "Spam") when sending Advertising Material via email or any other electronic communications means. Therefore, they must obtain consent from each recipient before sending emails or electronic communications. If CaptADS requests, Publishers must provide written evidence of such consent.
11.2. Advertisers represent and warrant to CaptADS that their advertising does not contain: Any material that depicts paraphilia or scatological activities; Any material that depicts children or minors in adult or sexual situations; Any material that promotes illegal products or services; Any promotion of incentives for online activity such as clicking on ads or artificially enhancing website or advertiser metrics; Any promotion of violence, racial intolerance, or advocacy against any individual, group, or organization; Any promotion of fake documents, copied material, or paper mills; Any unauthorized use of third party trademarks that may create confusion or dilute the value of a known trademark; Any promotion of drugs or related paraphernalia; Any sales or offers of certain weapons, alcohol, tobacco or related paraphernalia. Advertisements for electronic cigarettes are allowed but cannot contain tobacco; Any promotion or attempt to profit from human tragedy or suffering; Any promotion of illegal activities that infringe on the rights of others, including intellectual property rights; Any promotion of gambling or online betting that allows U.S. registrations. If an Advertiser wishes to advertise a gaming service, they must contact CaptADS and provide details on their process for blocking U.S. registrations, and their expected monthly budget and planned geo-targeting. Advertiser will indemnify and hold CaptADS harmless of any liabilities, losses or damages derived from their infringements of this Agreement; Any promotion of gambling websites where applicable regulations forbid such promotions. If an Advertiser wishes to promote a gambling website, they must warrant that they are legally entitled to promote such websites and that CaptADS will not incur any liabilities in allowing them to promote the websites. They must also ensure compliance with applicable regulations at all times. Advertiser will indemnify and hold CaptADS harmless of any liabilities, losses or damages derived from their infringements of this Agreement; Any content that targets children under the age of 18; Any material that does not respect specific advertising rules added in the Administration Panel for a specific Publisher´s Website. Advertisers must indemnify and hold CaptADS harmless from any liabilities, losses, or damages derived from their infringements of this Agreement.
15.1. Indemnification: You agree to compensate, defend, and protect CaptADS, its officers, directors, shareholders, successors, affiliates, employees, agents, and representatives from any and all expenses, claims, demands, liabilities, losses, damages, and attorney fees arising from any claims and lawsuits or proceedings for libel, slander, copyright, and trademark infringement, as well as all other claims resulting from (i) your participation in the CaptADS Network, (ii) operation of your website(s) submitted to CaptADS for participation on the CaptADS Network, or (iii) any other relationship with CaptADS. You also agree to indemnify CaptADS for any legal fees incurred by CaptADS, acting reasonably, in investigating or enforcing its rights under this Agreement. 15.2. Limitation of Liability: CaptADS will not be liable to you with respect to any subject matter of these terms and conditions under contract, tort (including negligence), strict liability, or any other legal or equitable theory, whether or not CaptADS has been advised of the possibility of such damage, for indirect, incidental, consequential, special, or exemplary damages arising from any provision of these terms, including but not limited to loss of revenue or anticipated profits, or lost business. These limitations shall apply notwithstanding any failure of essential purpose. In no event shall CaptADS's total liability arising out of these terms and conditions exceed the amount paid to you in the last month.
16.1. CaptADS has the right to make minor amendments to this Agreement without providing reasons, as long as the modifications do not significantly change the overall structure of the Agreement. CaptADS will notify Publishers of any modifications at least two weeks before they take effect, either through email, electronic means, or the Administration Panel. Publishers who do not object to the modifications in writing within four weeks of receiving the notification will be considered to have accepted them. CaptADS will clearly state the option to object and the consequences of missing the four-week deadline. 16.2. If the Publisher objects to the new Terms, CaptADS's request to modify them will be considered rejected, and the Agreement will continue without the proposed modification. Both parties retain the right to terminate their participation in the CaptADS Network. The possibility of terminating the Agreement will also be clearly indicated.
SEVENTEEN.- NON-SOLICITATION. During the term of this Agreement, as well as any renewal, and for a period of one (1) year after its termination for any reason, the Advertiser agrees not to engage in business directly or indirectly with any Publisher listed on the CaptADS Network, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser. The Advertiser acknowledges and agrees that this prohibition is a significant consideration and incentive for CaptADS to enter into this Agreement with the Advertiser and to provide the services outlined herein. EIGHTEEN.- DISPUTE RESOLUTION. 18.1. This Agreement shall be governed by and construed in accordance with the laws of Turkey. 18.2. For any matter related to the interpretation or performance of this Agreement, the parties expressly waive any other courts which may have jurisdiction over the matter, and agree to submit to the exclusive competence and jurisdiction of the Courts of the City of Istanbul.
NINETEEN - GENERAL PROVISIONS. 19.1. Force Majeure. If a party is unable to perform its obligations under this Agreement due to causes beyond its control, including acts of God, civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), the party's performance shall be excused and the time for performance shall be extended accordingly. However, the party must take all reasonably necessary steps to resume full performance. If the party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement with written notice. 19.2. Severability. If any provision of this Agreement is found to be invalid or unenforceable by a Spanish court, such provision shall be deemed several from the rest of this Agreement and not affect its validity or enforceability. The provision shall be changed and interpreted to achieve its purposes as much as possible within the extent of relevant laws or judgment of the court. 19.3. Survival. Sections 12, 13, 14, 17, and 18 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination, except that all payment obligations accrued before termination shall survive. 19.4. Assignment. CaptADS may assign, sublicense, delegate, or transfer any of its rights or obligations under this Agreement without the other party's prior written consent, provided that the assignee assumes all rights and obligations under this Agreement. Publisher/Advertiser cannot assign, sublicense, delegate, or transfer any of its rights or obligations without CaptADS's consent. However, Publisher/Advertiser may assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee assumes all rights and obligations in writing. 19.5. Notices. All notices and other communications must be in writing and shall be deemed given when delivered in person or by verified facsimile or email with confirmation receipt during recipient's business day, or if not, on the next business day thereafter. Either party may change its address by written notice. 19.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture, or formal business entity of any kind. 19.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant. 19.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Publisher(s) and Advertiser(s) to CaptADS, as requested by the latest to enter the Agreement, shall be considered part of this Agreement. This Agreement may not be amended without the written consent of the parties. 19.9. Headings. The headings of the articles and paragraphs in this Agreement are for convenience only and do not affect the interpretation of this Agreement. 19.10. Construction. The parties agree that this Agreement has been jointly prepared and that its provisions will not be construed more strictly against either party as a result of its participation in such preparation. 19.11. Counterparts. This Agreement can be signed in multiple copies or electronically, which when taken together will be considered as a single legal document. 19.12. No Third Party Beneficiaries. This Agreement is binding only upon the parties involved and their authorized assignees, and does not give any other person legal or equitable rights or benefits under this Agreement, either expressly or impliedly.