Terms & Condition
Confidentiality:
Each Party acknowledges Confidential Information shall be used solely for the business, affairs, plans, customers, technology, and products and shall not exploit such confidential information for its own benefit or the benefit of another without the prior written consent of the other party. The term “Confidential Information” shall mean all non-public information this Agreement or a Party designates as being confidential or which under the circumstances of disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, the terms and conditions of this Agreement, pricing, marketing or promotion of any product or services, business policies or practices, customers, potential customers or documentation or information received from others that a Party is obligated to treat as confidential. If a Party has any questions as to what comprises such Confidential Information, that Party shall consult with the other Party. “Confidential Information” shall not include information that was known to a Party prior to the other Party’s disclosure or information that becomes publicly available through no fault of the Party. Each Party shall hold in strictest confidence, shall not use or disclose to any third Party, and shall take all necessary precautions to secure any Confidential Information of the other Party. Disclosure of such information shall be restricted solely to employees, agents, consultants and representatives who have been advised of their obligation with respect to Confidential Information.
Fraudulent Activities:
- The Publisher shall not engage in any fraudulent or manipulative practices to generate inflated volumes of clicks or impressions (“Invalid Traffic” or “IVT”), including but not limited to the use of manual methods, automated programs, codes, scripts, bots, trojans, emulators, or any other deceptive techniques.
- The determination of IVT shall rest solely with AdChronix, and AdChronix shall have no obligation to make any payment to the Publisher in respect of traffic or activity deemed IVT.
- In the event of any fraudulent activity or violation of the Insertion Order by the Publisher, AdChronix shall be entitled to withhold any pending payments and/or recover any payments already made in respect of such IO. The Publisher shall be bound to refund such amount within seven (7) days of demand or termination, as applicable.
Warranties and Representations:
- Each Party represents and warrants that it has, and shall maintain throughout the Term, full right, power, and authority to enter into and perform its obligations under this Agreement.
- The Publisher represents and warrants that it owns, or has fully paid-up, valid, and enforceable licenses or permissions to use, the Platforms on which the advertising is placed, and that such use shall not require AdChronix to make any payment of fees, royalties, or other charges to the Publisher or any third party.
- The Publisher further represents and warrants that the Platforms shall not contain, and shall not be used in connection with, any content or material that is illegal, harmful, or objectionable, including without limitation, obscene, pornographic, defamatory, libelous, infringing, discriminatory, hateful, or racist content.
- The Publisher represents and warrants that the Platforms, and all content contained therein, do not and shall not violate, misappropriate, or infringe any copyright, patent, design, trademark, trade secret, privacy, publicity, proprietary or intellectual property rights of AdChronix or any third party. The Publisher shall be solely responsible and liable for the Platforms, and acknowledges that AdChronix has no responsibility or liability with respect to the Platforms.
- The Publisher represents and warrants that all content published on the Platforms complies, and shall continue to comply, with all applicable laws, rules, and regulations. The Publisher shall further ensure that all information provided to AdChronix and end users is true, accurate, valid, safe, free from defects in design and operation, and not misleading in any respect.
- The Publisher shall indemnify and hold harmless AdChronix, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising out of or relating to a breach of the foregoing warranties and representations.
Data Protection:
Each Party represents and warrants that it shall, at all times, comply with all applicable data protection and privacy laws, regulations, and guidelines (“Data Protection Laws”) in respect of any personal data collected, accessed, or processed in connection with the Campaign.
The Publisher represents and warrants that it shall implement and maintain, at its sole cost, appropriate technical and organizational measures to ensure compliance with Data Protection Laws and to safeguard all personal data and information (“Protected Data”), including but not limited to:
- ensuring that the collection and processing of Protected Data is lawful, fair, transparent, and compliant with all requirements of Data Protection Laws; and
- ensuring that Protected Data is protected against unauthorized or unlawful access, disclosure, alteration, loss, destruction, or other misuse, and that the level of security provided is appropriate to the risks associated with such processing.
The Publisher shall be solely responsible for any breach of Data Protection Laws arising from its Platforms, systems, or practices and shall indemnify and hold AdChronix harmless from and against any claims, liabilities, penalties, damages, or costs (including reasonable legal fees) arising therefrom.
Termination:
Parties to the Agreement at any time without cause in their sole discretion may terminate the agreement upon Two (2) Business days prior written notice to the other. Either Party may terminate this Agreement immediately by notice in writing to the other if the other Party is in material breach or persistent breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within fifteen (15) calendar days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or is wound up, or is declared insolvent, or has a liquidator appointed over its assets.
AdChronix and Publisher Company have executed this Agreement as of the date of last signature below and agree that a facsimile, PDF, or electronic transmission, with facsimile signatures of this fully executed Agreement constitutes an original and legally binding document.
Jurisdiction:
This Agreement, including its execution, validity, interpretation, and performance, and any dispute arising hereunder, shall be governed by and construed in accordance with the laws of the United Arab Emirates. The Parties shall endeavor to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement amicably. Failing such resolution, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of the United Arab Emirates, unless otherwise mutually agreed in writing. The decision of such court shall be final and binding on the Parties.
Contact Us
If you have any questions or concerns about this Privacy Policy or our practices, please contact us at:
AdChronix
Address: 2005, The Citadel Tower, Business Bay, Dubai, United Arab Emirates
Email: sales@adchronix.com
Phone: +971-558186332