Terms for advertisers (India entities)

This agreement is between you, the Advertiser (“Advertiser”), and Admitad Media Private Limited referred as (Admitad), a company registered and incorporated under the provisions of the Companies Act 2013 in India having its registered office at Unit no 1-111, Tower 2, AIPL Business Club, Sector 62, Gurugram Haryana 122102, India (“Admitad”, “Partner Network”).

1. Introduction

1.1 Admitad provides you, as the Advertiser, with the ability to post Ads (as defined below) for distribution through the Admitad, as defined herein, subject to your compliance with the terms and conditions of the Agreement. By enrolling as an advertiser, the Advertiser, its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Admitad, shall be bound by, and agrees to be bound by, the Agreement.

2. Interpretation

In this Agreement, the following clauses shall have the following meanings, unless the context otherwise noted:

– “Admitad Partner Network” – means the proprietary website(s), platform, program, system, tracking system, and all the related tools to be provided by Admitad that enable the Advertiser to promote their products and campaigns.

– “Program” – a program (campaign, offer) created by the Advertiser within the Admitad Network to promote a specific product and/or service.

– “Publisher” – a marketing Media Partner / Publisher or Affiliate who is signed up to the Admitad Network and agrees to promote the Advertiser’s products and/or services.

– “Advertiser” – a business that chooses to promote either their own products and/or services on the Admitad Network in accordance with these terms and agreements.

– Ads – promotion of a product, brand, or service to a viewership in order to attract interest, engagement, and sales. Advertisements come in many forms, from copy to interactive video.

– Marketing Materials – any products or content designed to market a company or its products and services to potential customers.

–  Tracking Solutions — tracking technologies recording information about tracked conversions, reports, stats, rates, payments, or any other type of Program data. The most commonly used tracking solutions are TagTag, GTM template for TagTag, server to server, plugin, XML, API, mobile, Google Analytics API, offline, old pixel, IMG pixel.

3.  General Provisions

3.1. This Agreement shall come into effect once the Advertiser clicks on the ‘Click to Action / Create My Advertiser Account’ button on the signup page at the admitad.com site. The agreement will remain in effect unless terminated in accordance with the termination clause of this Agreement.

3.2. If the Advertiser is accepted into Admitad’s Network, all the information that the Advertiser provides in clause 3.1 must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Advertiser to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in the termination clause of this agreement.

3.3. Approval and acceptance of an advertiser is at the sole discretion of Admitad Network, and Admitad reserves the right to refuse applications. The Advertiser hereby consents to Admitad using the Advertiser’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website(s)) for the Admitad Network and any other matter which is connected to the Advertiser’s application and, whenever subsequently accepted by Admitad is connected to its activities and role as an Admitad advertiser.

3.4. If the Advertiser is accepted into the Admitad Network, s/he will be required to complete a Know Your Customer (KYC) validation. This may involve submission of tax residency certificate, company registration document and/or other similar documents. 

3.5. KYC Documentation is held privately by Admitad and will be reviewed and assessed by Admitad’s compliance team, who have full discretion on evaluating whether documentation provided is both genuine and accepted. Admitad reserves the right to request further documentation in any specific Advertiser’s case, or reserves the right to refuse the Advertiser.

3.6. The Advertiser will also be required to provide a billing address to Admitad’s Network. This address will be verified by the Admitad compliance team.

3.7. The Advertiser may be requested to make a test bank transaction for validation purposes, which amounts will be accounted for the future Admitad services. 

3.8. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a writing signed by both parties, including but not limited to the corresponding Insertion order ( IO), may change, modify or amend the terms of the Agreement.

4. Relationship

4.1. As of the effective date of this Agreement (“Effective Date”), the Advertiser agrees to accept and pay for, and the Company agrees to provide, the services identified and set forth in the Agreement (“Services”).

4.2. The Advertiser acknowledges that Admitad may legitimately need all information, assistance, and cooperation from the Advertiser to carry out its obligations in relation to their contractually binding.

4.3. The Advertiser agrees to implement the Tracking solution on all of its websites covered by the Agreement, including desktop, all mobile versions of those websites, and any downloadable mobile applications, in accordance with Admitad’s instructions and with its help. Advertisers understand and acknowledge that proper Tracking solution implementation is essential to the Services. Implementation of the Tracking solution in all possible locations mentioned above is a prerequisite for the Program launch.
4.3.1. If the Advertiser fails to comply, or Admitad suspects that the Advertiser is failing to comply with its obligations under clause 4.3. Admitad may suspend the Agreement, including the provision of all the Services and licenses, the operation of the Program, and/or the Advertiser’s access to the Interface, until the Advertiser rectifies such failure.

4.3.2. The Advertiser is obliged to save the tracking solution and continue transmitting tracked conversions during the set cookie lifetime. In addition, the Advertiser will be obliged to compensate for losses resulting from a temporary lack of Tracking solution, regardless of whether the Tracking solution has been removed in one or more sources. The compensation will be calculated on the basis of the average daily revenue of Admitad and Publishers based on the period before the loss of the Tracking solution from the source(s) in question and multiplied by the number of days of the lack of tracking.

4.4. The Advertiser confirms that it is aware of and agrees to bear the cost of integration with the Admitad system in order to measure Actions in the Program. The cost of integration is 200 EUR. The parties agree that the cost may be reduced if the time requirements for Tracking integration described below are met:

1) done up to 1 week = 100% discount

2) done up to 2 weeks = 50% discount

3) done in more than 2 weeks = 0% discount

The integration time is counted from the date of sending the necessary materials (tracking pixel, instructions) by Admitad to the Advertiser.

4.4.1. If the Tracking solution related to the Program is not implemented by the Effective Date (as specified in the Order Brief) because of something inside Admitad’s control, Admitad maintains all authority to charge an expense of additional 200 EUR every month and per Program (or the corresponding fee converted into a local currency if applicable) from the Effective Date until the Tracking Solution related to the Program has been implemented.

4.5. The Advertiser acknowledges the superiority of Admitad’s Tracking solution and the results presented therein over other systems used, including systems for measuring leads or sales. The Admitad’s system remains the official source of information for billing purposes. If other/external systems such as Google Analytics are used as an alternative source of data analysis, the Advertiser is obliged to configure it in accordance with Admitad’s guidelines in order to avoid possible discrepancies.

4.6. Subject to the terms of this Agreement, the Advertiser will be permitted to create a Program on admitad.com and link it to a specified page or ad hosted by the Advertiser containing advertising and marketing materials for use by Admitad’s Publishers in promotion of the Advertiser’s products or services.

4.7. Unless  agreed otherwise, the Advertiser is required to promote the Program on the homepage of its website and provide a link to Admitad’s website for potential Publishers to apply.

4.8. The Advertiser agrees to be solely responsible for the contents of its Marketing Materials and the manner in which they are being used by Admitad’s Publishers to promote the Advertiser’s products and/or services.

4.9. The Advertiser is solely responsible for its website content and the goods and/or services promoted and/or sold from that website (including and without limitation, compliance of the same and all applicable laws regardless of the Advertiser’s location). Admitad shall not be responsible, under any circumstances, for the practices of any specific Advertiser or Publisher or for the content of their websites, posts, or emails or other communications using the Admitad Network, and Admitad shall have no liability (whether in contract, tort, negligence, or otherwise) for the same.

4.10. The Advertiser shall compensate Admitad against all costs (including, without limitation, legal costs), claims, losses, damages, defamation and awards suffered or incurred by Admitad in relation to the Advertiser’s website content, posts, or emails or similar communications and the products and/or services promoted and/or sold from the Advertiser’s website including, without limitation, any and all claims, losses, damages and awards against Admitad with respect to non-compliance of the Advertiser website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.

4.11. The Advertiser shall compensate Admitad if without Admitad’s knowledge and consent, it enters into direct cooperation with Publisher(s) acquired by Admitad during the course of the Program. The grace period between the Publisher’s resignation from the cooperation through the Admitad network and the commencement of direct cooperation with the Advertiser is 6 months. In the case of establishing direct cooperation with a Publisher without fulfillment of the period indicated, the Advertiser is obliged to pay Admitad compensation in the amount of the Publisher’s commission from the last six (6) months of activity in the Program. This provision does not apply if the Publisher(s) provides to the Advertiser a different range of activities in a different commission model than the range of activities carried out in the Program.

4.12. The Advertiser acknowledges works with Admitad on an exclusive basis. In the event of cooperation with an alternative party providing the same or similar services to those provided to the Advertiser by Admitad, the Advertiser shall be obliged to pay Admitad compensation in the amount of six (6) months of commission calculated on the basis of Program commission for the last six (6) months prior to the breach of contractual provisions, unless otherwise provided by supplementary agreement between the parties. If the Advertiser breaches the contractual provisions before the period allowing for the calculation of the compensation, i.e. six (6) months of cooperation, Admitad is entitled to charge compensation as an average daily commission of the last 30 days before the abuse occurred multiplied by 180.

4.13. The Advertiser acknowledges that Admitad shall accept no responsibility for unwanted actions and Publishers traffic that comes through the Advertiser’s Program(s) based upon the settings of the Advertiser.

4.14. Advertiser Program Details are the details of the Advertiser Program and any Programs shall be contained within the Advertiser’s Program listing in the Admitad Partner Network. The Advertiser independently fills in the data about their Program (rates, types of traffic, hold time, Post Click Cookie lifetime, etc.). In case of changing the Advertiser Program Details, the Advertiser shall contact Admitad by email at the following address: advsupport@admitad.com. The Advertiser’s Program segmentation and specifications will be published after review by the Admitad Partner Network . Any update or revision to the Advertiser’s Program may trigger a new verification by Admitad Partner Network. Notwithstanding the preceding, nothing contained on the Advertiser listing may conflict with this Agreement, and any such conflicting terms and conditions shall be void.

4.15. Positioning of the Ads within the Admitad Partner Network is at the sole discretion of Admitad and its Publishers. Admitad does not guarantee that the Advertiser’s Ads will be available through any specific part of the Admitad Partner Network, when the Advertiser’s Ads will run or the placement and positioning of the Advertiser’s Ads. Admitad reserves the right to reject any Ad, page, link or Marketing Material for any reason at any time. Admitad reserves the right, at any time, to remove any of the Advertiser’s Ads or Marketing Materials if Admitad determines, (in its sole discretion), that the Ad or any portion thereof, violates any of Admitad’s policies/terms or may result in liability for the Admitad Partner Network. Admitad has the full rights to reject any URL link embedded within any Ad. Admitad’s failure to reject or cancel any Ad shall not be construed as an acceptance of the Ad or Marketing Material, nor shall it negate other provisions of the agreement, specifically with respect to liability.

4.16. The Advertiser grants to Admitad Partner Network and Publishers, a non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription email, for the limited purposes of promoting their program. This is subject to the terms and conditions of this agreement. Admitad Partner Network will have no liability or assume any responsibility for any costs, damages or losses incurred by the improper use or distribution of these resources.

4.17. The Advertiser agrees to maintain the implemented Tracking solution throughout the duration of the Agreement and after its cancellation by the cookie lifetime period set in the Program in order to count the remaining transactions generated by the Publishers. The Advertiser acknowledges that Tracking is the sole measure of Transaction validity.

4.18. The Advertiser must notify Admitad at least seven (7) days in advance of any changes that may affect the Tracking system. If any action by the Advertiser leads to the removal or disabling of Tracking, resulting in unrecorded Transactions, the Advertiser agrees to compensate Publishers based on their average performance on the Program over the two (2) weeks preceding the Tracking issue. Additionally, the Advertiser will pay Admitad a Commission on any compensation payments made to Publishers for lost earnings.

4.19. Admitad reserves the right to remove the Program from the list of available programs if the Advertiser does not resolve any Tracking solution irregularities or other issues affecting Publishers within seven (7) days of receiving written notice.

4.20. If the Advertiser wishes to implement the de-duplication technology or an attribution model different than the generally accepted ‘last click’ in its Program, the Advertiser must provide Admitad with a two (2) month’s written notice to avoid conflicting tracking issues. This clause does not apply if the Advertiser was already using the de-duplication technology at the time of signing the Service Order and had communicated this to Admitad in writing prior to the Agreement.

4.21. The Admitad Partner Network may contact the Advertiser by email, telephone, post, SMS, via social media network and other possible means of communication for feedback relating to the service under this Agreement and/or for marketing purposes in respect of other services of Admitad group entities. 

4.22. The Advertiser shall be solely responsible for compliance with all applicable laws in all relevant jurisdictions, including sanctions and regulations.

5. Payment Model and Reporting.

5.1. The Advertiser shall pay the fee to Admitad Network for the rendered Services as per the Services Details agreed in this Admitad Network and final data as agreed by the Parties. The Advertiser undertakes to pay fees in accordance with the tariff, plan or applicable subscription option selected in the Admitad Partner Network.

5.2. For the purpose of leads confirmation, the Admitad shall also provide a monthly report to the Advertiser via email before the 5th day (in case of statutory holiday or weekends, postponed to the first working day after the holiday or weekends) of the month following the reporting month, and the Advertiser should confirm the numbers. If the Advertiser doesn’t confirm the numbers within 30 days without adequate justification for the delay, the Admitad may suspend the advertising company until the data is provided. The Advertiser should confirm the numbers no later than 90 (ninety) business days following the day when the monthly report was sent by the Admitad Network. Upon the expiry of the said period, all the leads will be considered approved and must be paid for.

5.2.1. While confirming the numbers in accordance with clause 5.2, the Advertiser shall process the appealed orders that were submitted by the Publisher for the previous accounting period. For the purposes of this clause, appealed orders are the orders that were made but did not get included in the reports from the Admitad Partner Network; as well as the orders that were declined by the Advertiser, despite being in compliance with the rates and the Program regulations, and were subsequently appealed by the Publisher.

5.3. 100% of the amount payable for the accounting period will be paid within fifteen (15) business days after the invoicing date. The Advertiser undertakes the commission payment for the payment transfer.

5.4. GST E-Invoices shall be raised by Admitad Media Private Limited on the valid GST Number and billing address as provided by the Advertiser. The Invoice value shall include the base amount of Service value on the agreed payouts along with the applicable taxes at the time of raising the invoice under the provisions of the GST Acts prevailing in India. 

Admitad Media Private Limited will charge and Advertiser will pay Goods and Services Tax (‘GST’) as applicable by law amended from time to time, provided that such GST is stated on the original invoice that the Admitad Media Private Limited provides to the Advertiser and meets the requirements of a valid tax invoice under the GST laws and regulations in force at the time of issuance of the invoice. Admitad Media Private Limited hereby undertakes to remit applicable GST to the appropriate GST jurisdiction of the applicable taxing authority within the time specified in the GST Law in force at the time of issuance of the invoice and report the details of the invoices in the returns within the prescribed time limit so that the Advertiser can take input tax credit of the GST paid.

The Advertiser shall be entitled to deduct tax at source (TDS) on the amounts paid towards Service Fee, in accordance with the provisions of the Income Tax Act 1961as applicable from time to time. The Advertiser shall promptly and regularly furnish the tax deduction certificates in respect thereof to Admitad Media Private Limited. To clarify periodicity, the Client shall furnish the tax deduction certificates on a quarterly basis to Admitad Media Private Limited. Failure on the part of the Advertiser to furnish the Certificate shall be considered to be a material breach of this Agreement on the part of the Advertiser and shall entitle Admitad Media Private Limited to recover the same from the Advertiser. 

5.5. In case of arrears, Admitad has the right to request and the Advertiser is obliged to provide within 5 working days from the date of request its financial statements (balance sheet, income statement and cash flow statement) for the last 3 years, including the current year.

6. Fraud

6.1. The Advertiser acknowledges and agrees that Admitad shall not be liable for any acts of fraud committed by the Advertiser, the Publishers and/or the end-user consumers. In addition, the Advertiser agrees to pay Admitad in full against all services performed under this agreement, regardless of any consumer or advertiser fraudulent activity.

6.2. Admitad will make every effort to distinguish and stop Publisher fraudulent activity, however the Advertiser should make every effort to monitor the Publisher traffic activity and apply appropriate voiding procedures immediately if the Advertiser feels a fraudulent practice is being used. Admitad shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Publisher or end user activity.

6.3. Misuse, deceit or purposeful sabotage of tracking data by the Advertiser, as determined by Admitad, will be considered as a material breach of this agreement and may result in the immediate termination of the Advertiser account and this agreement.

7. Indemnification

7.1. The Advertiser shall keep Admitad Network, and its Publishers and their respective directors, officers, employees and agents indemnified from and against any costs (including, without limitation, legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Publishers and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Admitad by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights. The Advertiser shall also indemnify Admitad for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorized use of Admitad services; technical problems or loss of data caused by the Advertiser on the Admitad and Advertiser Website or on any website to which the Advertiser is linked by Admitad.

8. Limitation Of Liability

8.1. To the extent permitted by applicable law, Admitad shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Publisher and Advertiser tracking service or Tracking Codes and Pixels.

8.2. Admitad cannot guarantee or warrant the performance of Admitad services or the links to any other linked websites. Admitad, to the extent permitted by applicable law, shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the implementation of the links and tracking codes for the Advertiser’s website or for the specified function of the links.

8.3. Admitad shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Admitad including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.

8.7. Admitad shall have no liability (To the extent permitted by applicable law, whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring Program settings inside Advertiser accounts. It is the Advertiser’s responsibility to ensure that the Advertiser Program was configured properly by Admitad that includes payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates or any other program settings inside an Advertiser account.

9. Termination

9.1. Either party may cancel this Agreement or an IO, by giving thirty (30) business days prior written notice to the other party, unless stipulated otherwise in the tariff, plan or applicable subscription option selected in the Admitad Partner Network. Any accrued but unpaid payment obligations, shall survive termination of the Agreement. In the event of termination, the Advertiser shall allow thirty (30) business days for the Programs to become inactive across the Admitad Network, and the Advertiser shall be responsible for the Sales and Conversions that result from Ads published during those thirty (30) days.

9.2. Admitad is entitled to terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Admitad Network if the Advertiser does not meet Admitad requirements or provide documentation requested by Admitad or otherwise as Admitad  reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. Admitad will provide reasonable notice of such termination where possible.

9.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Admitad may terminate this Agreement immediately at any time upon notice to the Advertiser in the event of any one or more of the following:

9.3.1. In the specific circumstances set out in this Agreement.

9.3.2. The Advertiser commits a breach of this Agreement

9.3.3. Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay their debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed.

9.3.4. The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

9.3.5. The Advertiser Website is inoperative.

9.3.6. There is a change of control of the Advertiser account or related business.

9.4. Following termination of this Agreement, Admitad has the right to re-direct visitors promoting the Advertiser’s Programs to whatever destination it sees fit.

9.5. The Advertiser shall maintain Tracking Codes and Pixels in place for a minimum of thirty (30) days following termination. Any late conversions, commission or Advertiser fees earned during the notice period will continue to be payable by the Advertiser to Admitad Network.

10. Non-Disclosure

10.1. The Advertiser or Admitad may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort, than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.

10.2. The receiving party agrees not to disclose or dissipate the confidential information without prior express written consent from the other party in each instance. The term ‘confidential information’ shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach or violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.

11. FORCE MAJEURE CIRCUMSTANCES

11.1 In case of force majeure circumstances, resulting in the Parties’ failure to discharge their respective obligations hereunder, including the Acts of God, labor troubles, epidemic, government restrictions, severe power failures, failure of a server where the placed advertising and information modules are stored, or any other circumstances beyond the Parties’ control, a term provided to the Parties for the implementation hereof will be extended in proportion to the effective period of such circumstances.

11.2 If the said circumstances persist for a period exceeding 2 months, any Party may terminate this Agreement. In that case, this Agreement will be deemed terminated, and no Party will have the right to claim damages from the other Party, but the Admitad shall still claim all dues owed by the Advertiser.

11.3 A Party unable to discharge its obligations hereunder due to force majeure circumstances will promptly notify the other Party of the occurrence and cessation thereof. An affected Party’s failure to notify of the said circumstances will deprive it of its right to invoke the same as a reason for remission of liability hereunder.

12. DISPUTE SETTLEMENT PROCEDURE 

12.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India.

12.2. In case any dispute arises and cannot be settled by the Parties in an amicable way, the District Court of Gurugram, Haryana shall be competent for resolving such dispute.

12.3. The Advertiser use of the Admitad Network is irrefutable acknowledgement by the Advertiser that s/he read and agreed to each and every term and provision of this Agreement.

12.4. Admitad reserves the right to amend and update this agreement at any time, by posting written notice of the changes on the Admitad Network or by an email.

12.5. The use of the Admitad Network by the Advertiser after making changes to this Agreement indicates the Advertiser’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with the changes in the Agreement entails the termination of this Agreement, as well as the termination of work with the Admitad Network.