2. Advertiser Agreement

2.1. Softoria LLC, a company registered in the United States (further – “Adquake”, “We”, etc.) being an advertising network that provides services for products monetization and promotion, connecting publishers and advertisers through such service globally (the, “Service”), and

2.2. You (the, “Advertiser”, “You”, “Yours”, etc.), seeking for an online service for managing advertising campaigns and marketing consultancy, media market analysis, ads campaign planning, media time buying, and
WHEREAS,
Adquake has offered its services to the Advertiser through Adquake website (the, “Program”), and You decided to utilise the Service,

2.3. NOW,
Adquake and Advertiser hereby agree as follows:

BY CHECKING THE BOX AND CLICKING "I ACCEPT" BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS ADVERTISER AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (D) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.

3. Definitions

3.1. “Ad(s) or Advertisement(s)” – means graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar generated by Advertiser’s web-servers in response to a query from Adquake.

3.2. “Advertiser” – means a party that has decided to enter into this Agreement and to assign Adquake to provide online services in accordance with the terms and conditions of this Agreement.

3.3. “Advertiser Account” / “Account” – means the Advertiser’s account at the AdQuake website for the deposit of money and managing of campaigns.

3.4. “Content” – means all ad content, related technology and tags provided by Advertiser that are subject to the Services under this Agreement.

3.5. “Effective Date” – means the date of adoption by Advertiser terms of this Agreement or in the absence of its signature, the date when the Advertiser set up an Advertiser Account with Adquake.

3.6. “Adquake Network” – means Adquake’s digital advertising network available at the Adquake website, including advertisers and publishers.

3.7. “Adquake Network Property” – means any website, application, content, property or any other media owned, operated, or provided by a company within the Adquake Network upon which Adquake places Ads.

3.8. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.

3.9. “Campaign” – means certain actions set up by an Advertiser to increase traffic to the Advertiser or its affiliate website, sales and/or attract new customers.

4. The Service

4.1. Adquake provides You an opportunity to participate in our Service and Program by placing its Ads on web pages of publishers registered in Adquake Network. Adquake will monitor, track and report its Services in a manner and on a schedule as determined by Adquake. In order to become an Advertiser you must first accurately submit an application for Adquake account at our website and be in compliance with present Agreement (in case of using Self-service) or register yourself as an Advertiser by contacting Adquake directly for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as Adquake’s Advertiser. We may accept or reject your account registration at any time at our sole discretion for any reason. Adquake reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Adquake sole discretion.

4.2. By filing your account application or registering as an Advertiser you confirm your understanding and unreserved acceptance of present Agreement and terms and conditions of Adquake, including, but not limited to, the Privacy Policy published at our website concerning the Services, and confirm You are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.

4.3. Adquake has the following Non-Acceptable Business rules for Advertisers:

• Where there are known or perceived links to terrorist organizations;
• Where there are known or perceived links to terrorist organizations;
• 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 offense has taken place;
• Where the client or any of the clients associated parties are citizens or residents of the Russian Federation, the Republic of Belarus, Iran, Cuba, Syria, North Korea, temporarily occupied territories of Ukraine.
• Where the client or any of the clients associated parties are subject to any sanctions measures;
• Where the client is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
• Producers/publishers of racist/pornographic/pressure group material or extremist organizations;
• Regulated entities that do not have the appropriate licensing;
• Political organizations.

4.4. Advertiser understands and accepts that Adquake does not allow and prohibits multiple account openings for each Advertiser. Advertiser agrees not to fill in an account application and/or register as an Advertiser more than one time and/or hold more than one account with Adquake for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Advertiser by Adquake.

4.5. In any case where Adquake identifies multiple account applications/registrations of an Advertiser through the use of any technology or through other means available for and/or acceptable by Adquake only, Adquake may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the Advertiser and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of Adquake, regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.

4.6. If the only and/or any account of the Advertiser is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited to reasons related to prohibited/non accepted activity, the Advertiser understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.

5. Payment Terms

5.1. In order to start using Adquake Services, Advertiser shall make a deposit of funds to its Advertiser account in advance.

5.2. The minimum payment amount for Advertisers shall be not less than 10 USD.

5.3. If the Advertiser deposits funds in his account in any other currency, the conversion to dollars will be carried out at the rate of the European Central Bank on the day of payment acceptance.

5.4. The Advertiser will be charged based on the CPC (Cost per click) pricing model.

5.5. The Advertiser agrees to pay in accordance with the selected pricing model.

5.6. All statistics for the purpose of billing and delivery reporting are based on Adquake’s reporting system.

5.7. Adquake provides the ability to perform payments by using payment service providers. Advertiser shall have the right to select any payment service provider available. You agree that Adquake is not responsible for any actions applied by the payment service provider, including but not limited to any additional transaction fees, banking commissions, or currency fees applied to your transaction.

5.8. The Advertiser is responsible for all applicable taxes associated with provided ad services, other than taxes based on Adquake income. The Advertiser shall indemnify Adquake against all losses suffered or incurred by Adquake arising out of or in connection with any payment made to Adquake.

5.9. Adquake reserves the right to discontinue Service, withhold payment at any time, and terminate the present Agreement without liability to Advertiser in case of material breach of this Agreement by the Advertiser or its associates. Parties hereby agree that any form of fraudulent or illegal activity, or any violation of the applicable laws and regulations shall be deemed a material breach of this Agreement.

6. Adquake’s Limited Warranty

6.1. Except for the express warranties set forth above and to the extent permitted by law, Adquake expressly disclaims all other warranties of any kind with respect to the Service, 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 software errors.

6.2. Adquake shall inform the Advertiser about any planned maintenance or technical work on its server at least 24 (twenty four) hours in advance.

6.3. Adquake furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, campaigns or Contents on any websites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content.

7. Advertiser’s Representations and Warranties

7.1. Each party will make every effort to uphold the highest ethical and commercial standards. If Adquake requests that Advertisements should be removed from or not placed in any context that harms the goodwill or reputation of Adquake, Advertiser will promptly comply with such request.

7.2. In case of violation of its obligations under present Agreement by Advertiser, Adquake reserves the right to stop providing services and withhold Advertisers’ remuneration or account balance or fine.

7.3. Advertiser accepts and acknowledges the full responsibility in the event that the Contents in a Campaign would be deemed invalid or illegal in any applicable jurisdiction.

7.4. Each Party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either Party’s liability for fraud.

7.5. Hereby, you represent and warrant that you have all necessary rights, permits and licenses to start and manage ad campaigns and for display Advertisement and operate Your websites and business activities in the selected jurisdictions. In case of breach of this obligation, Adquake may terminate this Agreement at any time without prior notice, withhold any remuneration or account balance, and claim compensation for incurred losses and damages.

7.6. Advertiser undertakes to ensure that its servers support the traffic directed to ad campaign through our service. Anyway, Adquake takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your website.

7.7. You hereby agree not to use Adquake’s system interface, available to You in connection with the execution of this Agreement, in any ways not provided for by this Agreement, including not to distribute or transfer it to any third party.

7.8. Hereby, You agree not to grant any third parties the opportunity to place Ads that violate the requirements of the legislation, as well as ethics and morality rules. You shall bear all the expenses and losses incurred from Your illegal use of copyrighted materials (including Ads, trademarks, etc).

7.9. You warrant not to use automated tools, including robots, scripts, or spiders, for the generation of inquiries or to gather information from the interface of the Adquake Network.

7.10. Hereby, You warrant that You will not use the Adquake Network system interface for any purposes that violate any applicable laws or rights of any third parties, including its intellectual property.

7.11. You grant NOT to modify, adapt, translate, disassemble or otherwise attempt to derive the source code of any software, used in Adquake Network, Services or Program.

7.12. Hereby You represent and warrant to provide Adquake with all the documentation or its equivalents needed for identification of the parties, ascertainment of the legal fact, and fulfillment of its obligations under this Agreement within 15 business days from the date of request. In certain cases, we may withhold all payments until we receive relevant documentation from you.

7.13. Hereby You irrevocably authorize Adquake to transfer a request received by Adquake to provide information for the payment directly to Your financial institution available.

7.14. You hereby represent and warrant that you will fully comply at all times with all reporting obligations imposed by all jurisdictions and applicable laws, guidelines, regulations, etc. in regards to and/or related to online advertising and all activities contemplated, initiated, ongoing, performed, executed, completed under this Agreement. You hereby understand and agree that you are the only responsible person for complying with such reporting requirements and obligations and release Adquake from all liability whatsoever in this regards. In case of breach of your warranties under this clause, Adquake may at all times and at its sole discretion take all measures necessary to protect itself against all possible actions against it, claims, losses and damages, including to immediately terminate this Agreement, withhold any and all remuneration or account balance in all your accounts and claim compensation, without your consent and prior notice.

8. Fraudulent Activity

8.1. 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 Adquake website or Services.

8.2. You are prohibited from any practice of disguising (cloaking) an Ads with different content or landing page and you are forbidden from using any preference/method resulting to the re-direction of the user to your landing page when such user has at least once previously chosen through a certain action to leave your page.

8.3. Adquake shall have the right, in any event described under this clause 8, 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, Adquake shall make all determinations about fraudulent activity in its sole discretion.

9. Indemnification

9.1. Advertiser agrees to indemnify and hold Adquake, 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.

10. Rejection of Campaign Content

10.1. Adquake has, in its sole discretion and without any liability, the right to deny any advertising material or Content that includes or based on any inappropriate or illegal content such as, including but not limited to, the following examples:

• pornography, adult or mature content;
• illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc);
• racial, ethnic, political, hate-mongering or otherwise objectionable content;
• violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
• illegal substance;
• drugs or any related paraphernalia;
• adware, malware, viruses, phishing offers;
• creatives should not contain the words like “your software is outdated”, “your device is infected”, “viruses found” etc. No misleading ads, providing false info to the user;
• purchase of weapons/military equipment;
• false or deceptive investment advice, and others;
• fraud, untrue, false, misleading information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;

10.2. If Advertiser provides software for advertisign campaign, it shall be free from any spy- or malicious software and comply with the terms and conditions under present Agreement. In confirmation of this fact the Advertiser can provide duly executed SSL-, or Code sign certificate.

10.3. Advertiser will defend, indemnify, and hold Adquake or its affiliates and representatives harmless from any damages, liabilities, costs, and expenses (incl. attorneys’ fees) resulting from any claim, judgment or proceeding brought by a third party.

10.4. In case the advertisements are in breach of this clause, Adquake reserves the right to withhold payment for the entire advertising campaign, withhold account balance and any other remuneration, and/or submit an immediate legal action against Advertiser and/or set a financial penalty, based on the damages caused to Adquake.

10.5. In order to be eligible to become an Advertiser of software, Your software or application must meet the following criteria:

• not to generate or facilitate unsolicited bulk commercial email;
• not to violate or encourage the violation of the legal rights of others;
• not to be used for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
• not to distribute viruses, worms, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);
• it must not alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly.
• Advertiser will make all reasonable efforts to prevent unauthorized use of its software or application and to terminate any unauthorized use. Advertiser will promptly notify Adquake of any unauthorized use of, or access to, the software or application of which it becomes aware.
• Advertising software shall be installed only with the consent of the user, and shall provide ability of its removal without special additional programs.

10.6. Adquake may, at any time and at its sole discretion, reject and/or forbid and/or stop an ad format and/or an ad campaign where Adquake traffic source restriction is imposed by a third party. You hereby agree not to be involved in and immediately cease such activity upon Adquake’s request. If such prohibited activity is undertaken and/or continued through any means, Adquake may immediately suspend the advertising campaign without prior notice.

10.7. Advertiser further acknowledges and accepts that Adquake may stop an advertising campaign if the Advertiser’s website or software includes inappropriate content. In order to ensure compliance with this section 10, the Advertiser must notify Adquake in writing of any changes to the content on the Advertiser’s website that could be deemed inappropriate content.

11. Non-Solicitation

Advertiser hereby agrees not to contact websites in the Adquake Network in order to purchase advertisement space from them or engage in a practice that would be deemed competitive to the efforts of Adquake in its attempts to represent the website’s advertising spaces. Violation of this clause shall be deemed a material breach of this Contract.

12. Confidentiality

12.1. Each party agrees that it will not disclose any Confidential Information of the other party to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Terms of Service. Each party will protect the Confidential Information of the other party in the same manner that it protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.

12.2. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers, this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.

12.3. The foregoing obligations shall not apply to the extent Confidential Information of a disclosing party: (a) must be disclosed by the receiving party to comply with any requirement of law or order of a court or administrative body including any applicable stock exchange (provided that each party agrees to the extent legally permissible to notify the other party upon the issuance of any such order, and to cooperate in its efforts to convince the court or administrative body to restrict disclosure); or (b) is known to or in the possession of the receiving party prior to the disclosure of such Confidential Information by the disclosing party, as evidenced by the receiving party’s written records; or (c) is known or generally available to the public through no act or omission of the receiving party; or (d) is made available free of any legal restriction to the receiving party by a third party; or (e) is independently developed by the receiving party without use of any Confidential Information.

13. Cancellation

13.1. Either party may cancel the ads campaign and terminate the present Agreement with 48 hours’ written notice to the other party.

13.2. Adquake shall be entitled, with immediate effect, to stop Advertiser’s Campaign or to prematurely terminate this Agreement in writing where: (a) Advertiser uses the Service or Program in a manner that entails the perpetration of a crime; (b) Advertiser uses the Service or Program in a manner that occasions losses or the risk of loss for Adquake or any third Party; (c) it may be reasonably assumed that Campaign violates governing law; (d) notwithstanding reminders, Advertiser fails to pay agreed fees or any other remuneration to Adquake within a stated time; (e) Advertiser otherwise fails to comply with this Agreement and such breach of contract is material; or (f) Advertiser is placed into insolvent liquidation or is otherwise insolvent.

13.3. In this case, Adquake shall have the right to block your account immediately and to withhold the remaining funds at your account as a fine.

13.4. You acknowledge and agree that in case of Your account been deleted for any reason it doesn’t mean that Your user data is erased too.

14. Intellectual Property

14.1. Hereby, we grant you a non-exclusive, non-transferable, revocable right to use Adquake Service and access our Program solely in accordance with the terms of this Agreement.

14.2. You may not alter, modify, manipulate or create derivative works of Adquake or any our graphics, creative, copy or other materials owned by or licensed to Adquake in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Adquake’s trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Adquake without compensation. All rights not expressly granted in this Agreement are reserved by Adquake.

15. Assignment, Governing Law and Jurisdiction

15.1. Adquake may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without Adquake's prior written consent. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Florida, USA.

15.2. Each party irrevocably agrees, for the sole benefit of that, subject as provided below, the courts of the State of Florida shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Adquake to take proceedings against Advertiser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

16. Disclaimer of Warranties and Limitation of Liabilities

16.1. You agree that your use of the Adquake Services is at your sole and exclusive risk. The Adquake Services is provided "as-is" and without any warranty or condition, express, implied, or statutory.

16.2. Adquake is not responsible for unauthorized access to the User's account and does not refund any funds used. You hereby declare that you have no claim against Adquake in this regard.

16.3. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER, WITHOUT LIMITATION, SUCH DAMAGES ARISE FROM (i) YOUR USE, MISUSE OR INABILITY TO USE THE ADQUAKE SERVICES, (ii) YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, (iii) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE ADQUAKE SERVICES, (iv) THE TERMINATION OF THE ADQUAKE SERVICES BY US, OR (v) THE TEMPORARY OR PERMANENT SHUTDOWN OF YOUR PROPERTY OR OTHER PROPERTIES PARTICIPATING IN THE ADQUAKE SERVICES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER ADQUAKE SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE ADQUAKE SERVICES.

17. Refund Policy

17.1. Refund could be applied only upon written request containing reasons for your refund to info@adquake.com in case the advertising campaign cannot be launched due to reasons included but not limited to noncompliance of the advertising materials with the requirements of current legislation, unacceptable quality and/or content of the creative, other reasons deemed applicable by Adquake.

17.2. A refund will be made for unused funds. The amount must be calculated using Adquake’s reporting system.

17.3. Refund shall be applied only to the actual payments made by the Advertiser to Adquake. All funds credited to the account of the Advertiser within the frame of participation in bonus programs or similar actions of Adquake are non-refundable in any case and subject to the terms and conditions of such programs.

17.4. A refund request will be considered legitimate ONLY if it has been sent from the email used for Advertiser’s Account registration.

17.5. The Advertiser has 30 (thirty) days from the last payment date to ask for a refund of the balance remaining on the Advertiser Account if You have remained in compliance with this Agreement.

17.6. The refund may be credited back to the same payment method and same account that was used to make the payment.

17.7. The refund request will be processed within 10 (ten) business days from the date the request was received.

17.8. Refund is not acceptable in case the Advertiser breaches terms and conditions of present Agreement or other terms agreed by the parties.

18. Force Majeure

18.1. The force majeure events are understood as events which occur after the Effective Date, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all or several parts of present Agreement or other terms and conditions agreed by the Parties.

18.2. The circumstances of force majeure include such events as war, mobilization, epidemic, fire, natural disasters, traffic accidents and changes in legislation, if such events meet the criteria of the paragraph 18.1 of this Agreement. The list above is not exhaustive.

18.3. If the provision of Services been postponed due to the force majeure, the Party affected by force majeure shall notify the other Party in writing about the day of the force majeure commencement within 7 (seven) calendar days. With the cessation of force majeure and the restoration of normal conditions, the Party which was affected by force majeure shall notify the other Party in writing within 3 (three) calendar days.

18.4. If a Party fails to comply with the requirements specified in the paragraph 18.3., i.e., it will not notify the other Party of the commencement and termination of the force majeure, it loses the right to rely on such force major action.

This agreement was last updated on September 19, 2024

19. Publisher Agreement

19.1. Softoria LLC, a company registered in the United States (further – “Adquake”, “We”, etc.) being an advertising network that provides services for products monetization and promotion, connecting publishers and advertisers through such service globally (the, “Service”), and

19.2. You (the, “Publisher”, “You”, “Yours”, etc.) being the owner of the website(s) or having sufficient authority to enter into present Agreement, that seeks a service to attract advertisers to such website(s) (the, “Publisher’s website”, “Your website”, “Site”, etc.), WHEREAS, Adquake has offered its services to the Advertiser through Adquake website (the, “Program”) and Publisher’s Personal Account and You decided to utilize the Service,

19.3. NOW, Adquake and Publisher hereby agree as follows:

BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS PUBLISHER AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (D) AGREE TO RECEIVE DIRECTLY TO YOUR EMAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.

20. Definitions

20.1. “Ad(s) or Advertisement(s)” – means graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or similar generated by Advertiser’s web-servers in response to a query from Adquake.

20.2. “Publisher” – means a party that has decided to enter into this Agreement and to assign Adquake to provide online services in accordance with the terms and conditions of this Agreement.

20.3. “Publisher Account” / “Account” – means the Publisher’s account at the AdQuake website.

20.4. “Content” – means textual, visual, or aural content that is encountered as part of the Publisher’s websites. It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived email messages, and etc.

20.5. “Effective Date” – means the date of adoption by the Publisher of the terms of this Agreement or in the absence of its signature, the date when the Publisher set up a Publisher Account with Adquake.

20.6. “Adquake Network” – means Adquake’s digital advertising network available at the Adquake website, including advertisers and publishers.

20.7. “Adquake Network Property” – means any website, application, content, property or any other media owned, operated, or provided by a company within the Adquake Network upon which Adquake places Ads.

20.8. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Services and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.

20.9. “Campaign” – means certain actions set up by an Advertiser to increase traffic to the Advertiser or its affiliate website, sales and/or attract new customers.

21. The Service

21.1. In order to become a Publisher, you must first accurately submit an application for an Adquake account at our website and be in compliance with the present Agreement (in case of using Self-service) or register as a Publisher by contacting Adquake directly for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify of your acceptance or rejection as Adquake’s’ Publisher. We may accept or reject your account registration at any time at our sole discretion for any reason. Adquake reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Adquake's sole discretion.

21.2. By filing your account application or registering as a Publisher you confirm your understanding and unreserved acceptance of present Agreement and other terms and conditions of Adquake, including, but not limited to the Privacy Policy, published at our website concerning the Services, and confirm you are a duly authorized signatory, has full legal capacity and all the necessary authority to bind the individual, company or other entity, and hereby submitting a legally binding electronic signature and entering into a legally binding contract.

21.3. In order to be eligible to become a Adquake’s Publisher, all websites must meet the following criteria:

• Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our advertisers;
• Be fully functional at all levels; no “under construction” sites or sections; and
• Shall comply with the applicable legislation.

21.4. The content of the Publisher’s website(s) or its affiliated website(s) can not include any material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:

• Intellectual property rights;
• Racial, ethnic, political, hate-mongering or otherwise objectionable content;
• Investment, money-making opportunities or advice not permitted under law;
• Gratuitous violence or profanity;
• Material that defames, abuses, or threatens physical harm to others;
• Promotion of illegal substances or activities (e.g. illegal online gambling, “how to build a bomb”, counterfeiting money, etc.);
• Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
• Hacking or Phreaking;
• Fraud, unofficial, untrue, false, misleading, invented, re-produced information, facts, news, offers, solutions, guidelines related to or aiming to treat in any way and at any level vulnerabilities of all kind, including but not limited to any physical, mental, psychological, social, religious, economic, scientific vulnerabilities;
• Any illegal activity whatsoever;
• Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; or
• Any other inappropriate activity as determined by us in our sole discretion.

21.5. Publisher understands and accepts that Adquake does not allow and prohibits multi account opening for each Publisher. Publisher agrees not to fill in an account application and/or register as a Publisher more than one time and/or hold more than one account with Adquake for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Publisher by Adquake.

21.6. You may not transfer your account to anyone without explicit written permission of Adquake and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Adquake cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

22. Placement of Ads

22.1. Publisher shall NOT place any advertisements of Adquake’s network advertisers attracted through the Service on alternative publishers or websites without written consent and approval of Adquake. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In the case whereby advertisements are placed in such sites/directories, Adquake reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Publisher and/or set a monetary fine in the amount based on the damages caused to Adquake.

22.2. Adquake do not check or control the activities or contents at your website, but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity.

23. Online Reports

23.1. Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”).

23.2. During the month Publisher may track online reports within Adquake reporting system in Publishers’ personal account, which are only estimated numbers subject to being adjusted within 15 days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to direct and measure traffic. Campaigns may be adjusted at any time by Adquake team to comply with advertiser´s ad serving stats. At the end of the Reporting Period the reports are frozen and within 15 days will include the definitive numbers of earnings. For the avoidance of doubt, Adquake reporting system (stats) will be prevailing in any case.

24. Publisher Earnings

24.1. The cost of using Service depends on the amount and scope of advertising campaigns carried out on the Publisher's websites during the reporting period based on ads placements generated by the Adquake reporting system (stats), available in your personal account. All reported statistics for the purposes of billing, and general delivery reporting are based on the Adquake reporting system only.

24.2. In the event that Publisher believes that there is a discrepancy in Adquake’s reporting system, Publisher must provide Adquake with a reasoned report of such discrepancy within three (3) calendar days from receipt of Adquake’s reports. Otherwise, Adquake shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Adquake stats and reports shall prevail.

24.3. Adquake is entitled to make adjustments in Publisher’s account in one of the following cases:

• To pay promotions and bonuses;
• Due to technical reasons;
• Due to Publisher’s fraudulent activity;
• On the basis of additional agreements with You;
• Due to Advertiser’s complaints or refunds.

25. Payments

25.1. Adquake offers its Publishers a wide range of payment methods in order to provide convenient conditions for mutually beneficial cooperation. Adquake has the following payment terms: Adquake will pay out the Publisher’s revenue at Publisher's request within 35 (thirty five) days after submission. Minimum payout amounts:

• wire transfers – min 1000 USD;
• payment service providers – min 25 USD.

If the balance is less the limits above, Publisher won’t be able to submit a payout request until account balance will reach specified minimum. The specified minimum amounts can be adjusted with agreement of all parties hereto however such payments may be subject to banking and administration fees.

25.2. Adquake acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Adquake that it has received without any restrictions. You hereby release Adquake from any claim for Publisher’s revenue if Adquake did not receive funds from the advertiser. Publisher shall hold Adquake harmless and indemnify it from any claims or liability related to such unpaid revenue.

25.3. Adquake provides the ability to perform payments by using payment service providers. Publisher shall have the right to select any payment service provider available. You agree that Adquake is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.

25.4. Publisher is responsible for all applicable taxes associated with provided Services, other than taxes based on Adquake income. Publisher shall indemnify Adquake against all losses suffered or incurred by Adquake arising out of or in connection with any payment made to the Publisher.

25.5. Publisher responsible to supply valid payment details in personal account of our Service, if details are wrong or if the Publisher change its payment details, it is the Publisher’s responsibility to notify Adquake by mail info@adquake.com before submitting payout request. Publisher will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.

25.6. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program.

25.7. Hereby you represent and warrant to provide Adquake with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfillment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.

25.8. You on your own shall ensure the ability to receive payments from Adquake to the specified bank account or at a relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause (including if the failure or delay is caused by a third party payment service provider you are using), Adquake shall not be responsible for violation of terms of payment.

25.9. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and we will make all possible efforts to eliminate delays or errors in payment processing. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.

25.10. By entering into this Agreement, you agree to receive Publisher’s revenue as from Adquake, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.

26. Representations, Warranties and Covenants

26.1. You represent, warrant and covenant that: your website is in compliance with all applicable laws and terms and conditions of present Agreement, and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;

26.2. You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating or hacking, hate-mongering, or otherwise objectionable content;

26.3. You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;

26.4. You represent and warrant that you own or have legal rights to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on your website; you agree not to use deceit when marketing advertiser’s offers or presenting these offers to consumers; you have the right, power, and authority to enter into this Agreement and grant the rights specified herein;

26.5. You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from Adquake that allows Adquake to measure ad performance and provide its service (“Site Data”);

26.6. If instructed to do so by Adquake and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;

26.7. You acknowledge that Adquake does not represent, warrant, or make any specific or implied promises as to the successful use of Service;

26.8. You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;

26.9. You agree to display the creative exactly as it appears on the Service and will not alter any creative that has been placed through the Service;

26.10. If you are notified that fraudulent activities may be occurring on your website, and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;

26.11. You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;

26.12. You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;

26.13. Hereby You irrevocably authorize Adquake to transfer a request received by Adquake to provide information for the payment directly to your financial institution available;

26.14. You represent, warrant and covenant that your website does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);

26.15. If any errors or undesirable results occur due to no fault of Adquake, Adquake shall not be responsible for losses and you may not be compensated;

26.16. Publisher undertakes to ensure that its servers support the traffic directed to ad campaign through our Service. Adquake takes no responsibility for all the consequences in the event your servers cannot support the traffic directed to your website. You shall test your website to ensure its correct appearance in different web browsers, devices or systems and optimize it if necessary.

26.17. You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Adquake in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.

26.18. You hereby represent and warrant that you will fully comply at all times with all reporting obligations imposed by all jurisdictions and applicable laws, guidelines, regulations, etc. in regards to and/or related to online advertising and all activities contemplated, initiated, ongoing, performed, executed, completed under this Agreement. You hereby understand and agree that you are the only responsible person for complying with such reporting requirements and obligations and release Adquake from all liability whatsoever in this regards. In case of breach of your warranties under this clause, Adquake may at all times and at its sole discretion take all measures necessary to protect itself against all possible actions against it, claims, losses and damages, including to immediately terminate this Agreement, withhold any and all remuneration or account balance in all your accounts and claim compensation, without your consent and prior notice.

26.19. You acknowledge that Adquake is entitled to unilaterally optimize the displaying mechanics of advertising formats served through its advertising tag in order to increase the efficiency of advertising impressions and Publisher earnings.

27. Fraudulent Activity

27.1. YOU MUST NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.

27.2. 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 generating of remuneration or exceed your permitted access to Adquake Service. You are forbidden from using any preference/method resulting to the re-direction of the user to your landing page when such user has at least once previously chosen through a certain action to leave your page. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Adquake shall make all determinations about fraudulent activity in its sole discretion.

27.3. If the Publisher is suspected of any fraudulent activity, Adquake shall have the right to ban Your Publisher Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All advertising campaigns carried out on Publishers websites with fraudulent activities are not subject for payment.

28. Data Protection

28.1. You hereby agree to include on your website(s), a legally constructed privacy policy that describes how you collect, use, store and disclose end users’ personal data if any is collected, including without limitation e-mail addresses, and that instructs users how to opt-out if they wish to.

28.2. Your privacy policy must be publicly available to end users and shall disclose that third party advertisers may place cookies on the browsers of visitors to your website(s). In accordance to EU Directive 2002/58/EC as amended by Directive 2009/136/EC, you must provide end users with clear and comprehensive information regarding any devices (such as cookies or local shared objects) in use at their websites for storing information in the user’s terminal equipment or retrieving already stored information from the said terminal equipment. You are responsible and therefore must also implement an opt-in system which ensures that the prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end users’ terminal equipment.

28.3. You hereby warrant that during the term of this Agreement, you shall comply with all applicable rules and regulations, including but not limited to laws governing privacy and data protection. You acknowledge, agree and release Adquake from any liability whatsoever due to your failure to comply with this clause and with any Data Protection laws and regulations of the EU and worldwide.

29. Intellectual Property

29.1. Hereby, we grant you a non-exclusive, non-transferable, revocable right to use Adquake Service and access our Program solely in accordance with the terms of this Agreement.

29.2. You may not alter, modify, manipulate or create derivative works of Adquake or any our graphics, creative, copy or other materials owned by or licensed to Adquake in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Adquake’s trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Adquake without compensation. All rights not expressly granted in this Agreement are reserved by Adquake.

30. Assignment, Governing Law and Jurisdiction

30.1. Adquake may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without Adquake's prior written consent. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Florida, USA.

30.2. Each party irrevocably agrees, for the sole benefit of that, subject as provided below, the courts of the State of Florida shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Adquake to take proceedings against Advertiser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

31. Disclaimer of Warranties and Limitation of Liabilities

31.1. You agree that your use of the Adquake Services is at your sole and exclusive risk. The Adquake Services is provided "as-is" and without any warranty or condition, express, implied, or statutory.

31.2. Adquake is not responsible for unauthorized access to the User's account and does not refund any funds used. You hereby declare that you have no claim against Adquake in this regard.

31.3. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER, WITHOUT LIMITATION, SUCH DAMAGES ARISE FROM (i) YOUR USE, MISUSE OR INABILITY TO USE THE ADQUAKE SERVICES, (ii) YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, (iii) THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE ADQUAKE SERVICES, (iv) THE TERMINATION OF THE ADQUAKE SERVICES BY US, OR (v) THE TEMPORARY OR PERMANENT SHUTDOWN OF YOUR PROPERTY OR OTHER PROPERTIES PARTICIPATING IN THE ADQUAKE SERVICES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER ADQUAKE SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE ADQUAKE SERVICES.

32. Force Majeure

32.1. The force majeure events are understood as events which occur after the Effective Date, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all or several parts of the present Agreement or other terms and conditions agreed by the Parties.

32.2. The circumstances of force majeure include such events as war, mobilization, epidemic, fire, natural disasters, traffic accidents, and changes in legislation if such events meet the criteria of paragraph 18.1 of this Agreement. The list above is not exhaustive.

32.3. If the provision of Services has been postponed due to the force majeure, the Party affected by force majeure shall notify the other Party in writing about the day of the force majeure commencement within 7 (seven) calendar days. With the cessation of force majeure and the restoration of normal conditions, the Party which was affected by force majeure shall notify the other Party in writing within 3 (three) calendar days.

32.4. If a Party fails to comply with the requirements specified in paragraph 32.3., i.e., it will not notify the other Party of the commencement and termination of the force majeure, it loses the right to rely on such force significant action.

This agreement was last updated on September 19, 2024