AdsRPA Advertising Program Terms
AdsRPA Advertising Program Terms (“Terms”) are entered into by AdsRPA (“AdsRPA”) and
the entity executing these Terms or that accepts these Terms electronically (“Customer”). These
Terms govern Customer’s participation in AdsRPA’s advertising programs and services (i) that are
accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference
or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing,
the parties agree as follows:
1 Programs.
Customer authorizes AdsRPA and its affiliates to place Customer’s advertising materials and related
technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided
by AdsRPA or its affiliates on behalf of itself or, as applicable, a third party (“Partner”).
Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions
(e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages)
along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised
on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer
authorizes AdsRPA to use automated tools to format Ads. AdsRPA and its affiliates may make
available to Customer certain optional Program features to assist Customer with the selection and
generation of Targets and Creative. Customer is not required to authorize use of these optional
Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these
features, but if Customer uses these features then Customer will be solely responsible for the
Targets and Creative. AdsRPA or Partners may reject or remove a specific Ad or Target at
any time for any or no reason. AdsRPA and its affiliates may modify or cancel Programs at
any time. Customer acknowledges that AdsRPA or its affiliates may participate in Program
auctions in support of its own services and products. Some Program features are identified
as “Beta,” “Ad Experiment,” or as otherwise unsupported or confidential (collectively, “Beta Features”).
Customer may not disclose any information from Beta Features or the terms or existence of
any non-public Beta Features.
2 Policies.
Customer is solely responsible for its use of the Programs (e.g., access to and use of Program
accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable
AdsRPA policies available at www.adsrpa.com/terms-of-service and all applicable Partner policies made
available by AdsRPA to Customer (in each case, as modified from time to time, “Policies”).
Policies from AdsRPA’s main partners
Google
and Facebook can be found here (https://support.google.com/adspolicy/answer/6008942?visit_id=637208293057704860-3969514631&hl=en&rd=2) and here (https://www.facebook.com/policies/ads#).
Some frequently asked Policy questions are answered by the following Policies: AdsRPA Privacy Policy is
available at: https://adsrpa.com/privacy-policy/. In connection with the
Program, AdsRPA will comply with the AdsRPA Privacy Policy. Customer authorizes AdsRPA to modify Ads as described in
Policies. Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise
invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required
to be disclosed or (iii) use any automated means or form of scraping or data extraction to access, query or otherwise
collect AdsRPA advertising related information from any Property except as expressly permitted by AdsRPA.
Customer will direct communications regarding Ads on Partner Properties under these Terms only to AdsRPA.
3 Ad Cancellation.
Unless a Policy, the Program user interface or an agreement referencing these Terms (an “IO”) provides
otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement,
but if Customer cancels an Ad after a commitment date provided by AdsRPA (e.g., a reservation-based campaign),
then Customer is responsible for any cancellation fees communicated by AdsRPA to Customer (if any) and the
Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described
in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees
based on conversion, clicks, views etc). Customer must effect cancellation of Ads (i) online through Customer’s
account if the functionality is available, (ii) if this functionality is not available, with notice to
AdsRPA via email to Customer’s account representative or (iii) if Customer does not have an account
representative, with notice to AdsRPA via email
to support@adsrpa.com (collectively, the “Ad Cancellation Process”).
Customer will not be relieved of any payment obligations for Creative not submitted or submitted by
Customer after the due date provided by AdsRPA. AdsRPA will not be bound by a Customer provided IO.
4 Warranty and Rights.
Customer warrants that (a) it holds, and hereby grants AdsRPA, its affiliates and Partners, the rights in
Creative, Destinations and Targets for AdsRPA, its affiliates and Partners to operate the Programs and (b)
all information and authorizations provided by Customer are complete, correct and current. Customer authorizes
AdsRPA and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs.
Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any,
for which Customer advertises in connection with these Terms (“Advertiser”). If for any reason Customer has not
bound an Advertiser to these Terms, Customer will be liable for performing any obligation that the Advertiser
would have if it had been bound to these Terms. Customer will provide Advertiser with reporting data as
frequently as existing reporting from Customer to Advertiser, but no less than on a monthly basis, that
discloses absolute dollars spent on AdsRPA and performance (at a minimum cost, clicks and impressions
of users on the account of that Advertiser) in a reasonably prominent location. AdsRPA may, upon
request of an Advertiser, share Advertiser-specific information with Advertiser. If Customer is
using a Program on its own behalf to advertise and not on behalf of an Advertiser, for that use
Customer will be deemed to be both Customer and Advertiser.
5 Make-Goods.
For reservation-based Display Ads, AdsRPA will deliver any agreed upon aggregate number of Display
Ads by the end of the campaign, provided that if AdsRPA fails to do so, then Customer’s sole remedy
is to make a claim during the Claim Period. If AdsRPA confirms the accuracy of the claim, then
AdsRPA will not charge Customer for the undelivered Display Ads or, if Customer has already paid,
at AdsRPA’s reasonable discretion, AdsRPA will provide for (i) advertising credits, which must
be used by the Use By Date, (ii) later placement of the Display Ads in a position AdsRPA deems
comparable or (iii) an extension of the term of the campaign. AdsRPA cannot assure that any
auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads.
6 Payment.
Customer will pay all charges incurred in connection with the Program, in immediately available
funds or as otherwise approved by AdsRPA, within a commercially reasonable time period specified
by AdsRPA (e.g., in the Program user interface or IO). Late payments bear interest at the rate
of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i)
all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees AdsRPA
incurs in collecting late payments. Charges are solely based on AdsRPA’s measurements for
the Programs and the applicable billing metrics (e.g., clicks or impressions). Any portion
of a charge not disputed in good faith must be paid in full. No party may offset any payment
due under these Terms against any other payment to be made under these Terms. AdsRPA may,
in its sole discretion, extend, revise or revoke credit at any time. AdsRPA is not
obligated to deliver any Ads in excess of any credit limit. If AdsRPA does not
deliver Ads to the selected Targets, then Customer’s sole remedy is to make a claim
for advertising credits within the Claim Period, after which AdsRPA will issue the
credits following claim validation which must be used by the Use By Date. Customer
understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or
improper purposes and that its sole remedy is to make a claim for advertising credits within
the Claim Period, after which AdsRPA will issue the credits following claim validation which must
be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CUSTOMER
WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD
AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT AdsRPA’S REASONABLE DISCRETION
AND IF ISSUED, MUST BE USED BY THE USE BY DATE. Credit line customers acknowledge that topped
up media budgets in their AdsRPA wallets will be subject to additional variable charges AdsRPA
might incur while collecting (digital) payments and facilitating the credit line. Depending on the
country of the Customer or Customer’s credit score, charges may include taxes, credit card payment
charges, credit insurance fees, financing interest and may be changed upon sole discretion of AdsRPA.
Any credit line charge will be deducted from the available credit before being spent on campaigns.
Customers with positive wallet balances of blocked accounts or accounts inactive longer than 6 months
can request a refund during a 6 month grace period after which all remaining credits will fully expire.
7 Disclaimers.
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT
PERMITTED BY LAW, THE PROGRAMS AND THE NEXT AD AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND
ADVERTISER’S OPTION AND RISK AND NONE OF THE NEXT AD, ITS AFFILIATES OR THE NEXT AD’S PARTNERS MAKE ANY GUARANTEE
IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.
8 Limitation of Liability.
EXCEPT FOR SECTION 9 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 11(D) OR THE LAST SENTENCE OF SECTION 1, TO THE
FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY
BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER
THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT
DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY
OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE
OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT
PAYABLE TO THE NEXT AD BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST
GIVING RISE TO THE CLAIM.
9 Indemnification.
Customer will defend, indemnify and hold harmless AdsRPA, its Partners, agents, affiliates, and licensors
from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services
, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.
10 Term.
AdsRPA may add to, delete from or modify these Terms at any time without liability. The modified Terms
will be posted at www.adsrpa.com/terms-of-service. Customer should look at these Terms regularly. The changes to the
Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific
to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party
may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under
Section 4 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject
to AdsRPA’s then standard terms and conditions for the Program available at www.adsrpa.com/terms-of-service.
AdsRPA may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running
of any Customer campaigns after termination is in AdsRPA’s sole discretion.
11 Miscellaneous.
(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY DUTCH LAW, THE
PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) Nothing in these Terms will limit a party’s
ability to seek equitable relief. (c) These Terms are the parties’ entire agreement relating to its subject
and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement
regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of
termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is
not known if the other party has a Legal Department then to the other party’s primary contact).
The email address for notices being sent to AdsRPA’s Legal Department is finance@adsrpa.com.
All other notices must be in writing and addressed to the other party’s primary contact. Notice will
be treated as given on receipt, as verified by written or automated receipt or by electronic log
(as applicable). These notice requirements do not apply to legal service of process, which is instead
governed by applicable law. (f) Except for modifications to these Terms by AdsRPA under Section 10,
all amendments must be agreed to by both parties and expressly state that it is amending these Terms.
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of)
any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of
the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms
without the written consent of the other party, except to an affiliate but only where (I) the assignee
agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations
under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other
party of the assignment. Any other attempt to transfer or assign is void. (h) Except as expressly listed
in Section 9, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency,
partnership or joint venture among the parties. (j) Sections 1 (last sentence only) and 6 to 11 will
survive termination of these Terms. (k) Except for payment obligations, no party or its affiliates is
liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
Updated 24 september 2022