The present document contains the General Partner Conditions (from here on out, referred to as “Conditions”) that regulate the relationship between
A D M Y INFORMATION TECHNOLOGY L.L.C (from here on out, referred to as “ADMY”, “Licensor”) Dubai BC RES 1072 Land Area Al Muteena, United Arab Emirates and the partners and users of ADMY services (from here on out referred to as “Partner”, “Licensee”).
ADMY reserves the right to modify for justified reasons such as updating the document to reflect updated legislation, evolution of processes or changes in the services offered, or the terms and clauses present in these Conditions.
The Licensor and the Licensee are collectively referred as “Parties” in this Agreement.
The Licensor is the proprietor of ADMY Ad Serving Platform;
The Licensor has agreed to grant a license to the Licensee to use the Ad Serving Platform on the terms and conditions set out below.
The license above is conditioned upon Licensee complying with the following:
- except as permitted herein, Licensee will not reproduce, distribute, make derivative works of, modify, sell, resell, sublicense, transfer ADMY;
- Licensor shall not be responsible for any interference, delay or downtime caused by any external additions or modifications created by Licensee;
- Licensee’s use of ADMY platform will comply with all applicable laws.
This Site, Service and the Platform is the exclusive property of ADMY, which alone is authorized to use the intellectual property rights and personality rights related thereto, and in particular the brands, models and copyright, whether they be original or are used with authorization from a third party.
No part of this site may be downloaded, reproduced, transmitted or republished for any other purpose.
Hereby we grant you a non-exclusive, non-transferable, revocable right to use ADMY Service and access our Program solely in accordance with the terms of this Agreement.
You may not alter, modify, manipulate or create derivative works of ADMY or any our graphics, creative, copy or other materials owned by, or licensed to ADMY in any way.
As between ADMY and Licensee, ADMY (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to ADMY (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to ADMY. For purposes of these Terms of Service, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Licensee shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to ADMY; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to ADMY; (iii) crawl, index or in any non-transitory manner store or cache information obtained from ADMY;
You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or exceed your permitted access to ADMY website or Program.
You are prohibited from any practice of disguising (cloaking) an Ads with different content or landing page. ADMY shall have the right, in proven cloaking attempts, to ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. In any case ADMY shall make all determinations about fraudulent activity in its sole discretion.
Advertiser agrees to indemnify and hold ADMY, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with Advertiser´s Campaign, any breach of this Agreement by Advertiser and/or of any representation, warranty or agreement in this Agreement.
The terms of the Agreement start on the effective date set forth above and continue until either party terminates on 30 days prior written notices.
Promptly following termination Licensee shall pay Licensor a final payment for the period ending on the date of termination. Termination of this Agreement will not act as a waiver of any breach of this Agreement and will not act as a release of any party hereto from any accrued liability or liability for breach of such party’s obligations under this Agreement.
ADMY has the following Non Acceptable Business rules for Licensee:
- any content that offers illegal products or services
- any content that infringes on the copy- or intellectual property rights of others
- Adult, alcohol, tobacco ads, adult content ads, online gambling ads are non-acceptable;
- Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
- Where there is knowledge or suspicion of money laundering or terrorist financing;
- Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
- Where the client or any of the clients associated parties are subject to any sanctions measures;
- Producers/publishers of racist/pornographic/pressure group material or extreme political propaganda;
- Extreme political and/or charitable organisations.
Advertisements created or used on ADMY platform should not contain illicit or illegal content specified by its rules, including the following:
- Images and texts, used to create an advertising campaign, must fully comply with the advertising material and reality.
- Images and texts, used in advertisement, should not contain political, religious, sexual or any such materials.
- Campaigns containing Malware/Phishing are not permitted.
- Campaigns containing Browser lockers/Ransomware are not permitted.
- Backjacking and Auto redirection (forcing the visitor away from the publisher site) are not permitted.
- Fake Scareware Alerts are not permitted.
- Promotion of alcohol, tobacco or drugs is not permitted.
- Images and text must not use content that infringes on copyright or trademark laws. It is forbidden to use official logos of international companies.
- Campaign material containing the following acts are not permitted: extreme violence, abuse, rape, blood, incest, scatophilia, urination, bestiality.
- No adult content. No visible nudity.
- It is forbidden to use images and texts of an excessively sexual nature, draw one’s attention to the naked body parts, using close-up shots. The images and text materials of an erotic (pornographic) nature are absolutely forbidden. It is strictly prohibited to use adult (18+) content in any form (images, texts, landings, pre-landings).
- No pornographic wording.
- It is categorically forbidden to use images or texts with shocking content or intimidating tactics.
- Materials, containing elements and/or propaganda of violence, harassment of an individual or a group of individuals, as well as materials instigating victimization or intimidation are forbidden.
- Materials, advocating enmity, hatred, as well as discriminatory or disparaging attitude towards an individual or a group of individuals based on racial, national, religious and sex differences, and marital status re forbidden.
- Materials containing description and/or propaganda of consumption of narcotic drugs and anything related to that topic are inadmissible are forbidden).
- Materials, related to the advertisement or sale of ammunition and/or weapons, such as combat knives, firearms and their components, explosive mechanisms and/or explosive materials and their components are strictly prohibited.
- It is prohibited to use profanity/curse words in the image, title and/or in the message of the campaign.
- Banners may not blink, shake, flicker or flash in a disruptive manner.
Licensee agrees to indemnify, defend and hold Licensor and Licensor’s successors, officers, directors, employees and assignees harmless from any and all third party actions, claims, costs, liabilities, expenses (including reasonable attorney fees and costs) and damages that arise directly or indirectly out of:
- a claim that Licensee, its advertisers, clients, or any content or activity related thereto, violates any applicable law, rule or regulation or infringes the rights of any third party, including but not limited to, intellectual property rights, privacy rights, publicity rights, claims of defamation, false or deceptive advertising claims and consumer fraud;
- or (b) any failure of Licensee to perform or otherwise fulfill or comply with any covenant contained in this Agreement.
Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the rights and perform the duties listed herein.
Each party further represents and warrants that by entering into this Agreement with the other, it is not breaching any duty or obligation to any third party and that the person executing this Agreement on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of this Agreement.
No variation or modification of this Agreement or waiver of any of the terms or provisions hereof will be deemed valid unless in writing and signed by both parties.
The failure by any party to execute or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that party's rights hereunder to enforce each and every term and condition of this Agreement.
In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees, costs and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs
and expenses of appeals.
Neither ADSCOMPASS nor any member of the ADSCOMPASS Companies shall be liable or responsible to you, or be deemed to have breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.