Propush.me Client Agreement (the "Agreement")
Propeller Ads Limited (Cyprus) and Propeller Ads Limited (Isle of Man) (the, "Propush.me", "We", etc.) being a network offering a service that enables Clients globally to collect new subscribers in their inventory and/or to assign their existing subscribers for monetization (the, "Service"), and
You (the, "Client", "You", "Yours", etc.) being the owner/administrator/controlling person of the domain zone(s) and having sufficient authority to enter into present Agreement, seek to monetize your existing subscribers and/or to collect new subscribers in your inventory for monetization (the, "Client's web site/link", "Your domain zone(s)", "Site", etc.),
Propush.me has offered its service to the Client through www.propush.me website (the, "Program", etc.) and Client's personal account, and you decided to utilise the Service,
Propush.me and Client 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 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; AND (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.
1.1. "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 Propush.me.
1.2. "Client" – means a party that has decided to enter into this Agreement and to assign Propush.me to provide services in accordance with the terms and conditions of this Agreement.
1.3. "Client Account" / "Account" – means the Client's account at Propush.me web-site www.propush.me.
1.4. "Content" – means textual, visual, or aural content that is encountered as part of the Client's domain zone(s). It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.5. "Domain zone(s)" – means/includes/represents/refers to any and/or all domain names/websites/sites/landing pages/links of the Client provided to Propush.me for the provision of the services under the terms of this Agreement. The most suitable/appropriate interpretation being/to be adopted depending on each case and at the discretion of Propush.me if such interpretation is questionable/in dispute.
1.6. "Effective Date" – means the date of adoption of the terms of this Agreement by the Client or in the absence of its signature, the date when the Client set up a Client Account with Propush.me.
1.7. "Propush.me Network" – means Propush.me's network offering the Service to the Client, available at www.propush.me, including advertisers and Clients.
1.8. "Confidential Information" – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) 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.
2. The Service
2.1. In order to become a Client, you must first accurately submit an application for Propush.me account at our website and be in compliance with present Agreement (in case of using Self-service) or register as a Client by contacting Propush.me directly (in case you wish to use dedicated campaign Management service) 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 you of your acceptance or rejection as Propush.me' Client. We may accept or reject your account registration at any time at our sole discretion for any reason. Propush.me reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Propush.me sole discretion.
2.3. In order to be eligible to become a Propush.me's Client, all domain zones shall meet the following criteria:
Be content-based, not simply a list of links or advertisements, nor can the site/link be centered around making money off of our advertisers;
Be fully functional at all levels; no "under construction" sites/links or sections; and
Shall comply with the applicable legislation.
For the first two criteria described above, exceptions may apply at the sole discretion of Propush.me, in the sense that some domain zones without content and/or sites/links or sections "under construction" may be accepted/verified by Propush.me only at its own will and when it considers it appropriate.
2.4. The Client must provide Propush.me with all domain zones that wished to be used during the provision of the services before the placement of any ad tech in domain zone(s) of the Client, for verification purposes. At all times, the Client must notify Propush.me for any new domain zone(s) before proceeding with any ad tech placement.
2.4.a At all times Client must notify Propush.me for any actual and/or intentional change/ modification/ alteration/ distortion/ termination /elimination of any and/or all already verified domain zone(s) and for any action that may/will remove access of Propush.me to the subscribers of the Client and/or that may/will provide false/wrong/corrupted information/number of subscribers and/or render the service under this Agreement impossible.
When the services under this Agreement are provided to the Client on a CPS pricing model, Client shall notify Propush.me at least three (3) months before such actual and/or intentional change/ modification/ alteration/ distortion/ termination/ elimination and action takes place.
The Client agrees that during the three (3) months' notice period, meaning from the date of notification until the day in which the said change/ modification/ alteration/ distortion/ termination/ elimination and action will actually take place, this agreement will still be valid, both Parties will be bound by its terms and the services will be provided accordingly.
When the services under this Agreement are provided to the Client on any other pricing model rather than CPS, Client shall notify Propush.me at least forty eight (48) hours before such actual and/or intentional change/modification /alteration /distortion /termination /elimination and action takes place.
2.4.b If, the services under this Agreement are provided to the Client on a CPS pricing model and the Client proceeds with the said change/ modification/ alteration/ distortion/ termination/ elimination and action without any prior notification and/or fails to comply with the three (3) months' notice period and/or notifies timely Propush.me but proceeds with the said changes during the three (3) months' notice period and/or at any time before the day in which the said change/ modification/ alteration/ distortion/ termination/ elimination and action should actually take place, Client agrees that Propush.me may at any time and at its own discretion deactivate the concerned and/or any other domain zone(s) of the Client and/or stop the provision of any service under this Agreement in relation to the concerned and/or any other domain zone(s) of the Client and withhold all and/or any available/remaining account balance of the Client. If there is no available/remaining account balance of the Client, Propush.me is entitled to and the Client agrees to pay/refund Propush.me the total amount paid by Propush.me to Client throughout the whole duration of the agreement and the provision of Propush.me services to the Client and/or at least the total amount paid by Propush.me to Client the last three (3) months before the said change/ modification/ alteration/ distortion/ termination/ elimination and action took place.
2.4.c. In any case and at any time the Client fails to inform Propush.me as required and/or Propush.me identifies its ad techs in a domain zone whose domain name has not been notified by the Client and verified by Propush.me, then Client understands and agrees that Propush.me has no responsibility whatsoever and/or no responsibility in relation to the domain zone and/or for the failure of the Client to notify, nor any kind of control over the domain zone and that Propush.me cannot and will not review/verify/approve such domain zone and/or confirm whether such domain zone meets the conditions of this Agreement. The Client accepts all responsibility raised or that may be raised at any time under clause 2.4. and confirms that he/it is the sole responsible person/legal person to ensure that such domain zone meets the requirements and is in accordance with the terms of this Agreement.
2.5. Client understands and accepts that Propush.me does not allow and prohibits the multiple account opening for each Client. Client agrees not to fill in an account application and/or register as a Client more than one time and/or hold more than one account with Propush.me for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Client by Propush.me.
In any case where Propush.me identifies multiple account applications/registrations/openings/holdings of a Client through the use of any technology or through other means available for and/or acceptable by Propush.me only, Propush.me may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the Client and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of Propush.me , regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the Client is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the Client 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.
2.6. Propush.me may allow multi account applications/registrations/openings/holdings for a Client if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason Propush.me considers acceptable and solely at its own discretion, if the Client submits such request by sending an email to email@example.com.
2.7. The content of the Client's domain zone(s) or its affiliated domain zone(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:
• pornography, adult or mature content;
• illegal activity and/or promotion of illegal activity (i.e. illegal online gambling, how to build a bomb, counterfeiting money, hacking, phreaking, etc);
• hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) or otherwise objectionable content;
• violence (including gratuitous violence), profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
• illegal substance and/or promotion of 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;
• Intellectual property rights (branch name, trademarks, logo, etc);
• Investment, money-making opportunities or advice not permitted under law;
• Material that defames, abuses, or threatens physical harm to others;
• Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
• Hacking or Phreaking;
• Any illegal activity whatsoever;
• Any spoofing, redirecting, or trafficking from adult-related domain zones/websites/landing pages/links in an effort to gain traffic; or
• Any other inappropriate activity as determined by us in our sole discretion.
2.8. Propush.me has the following Non Acceptable Business rules for Clients:
• Where there are known or perceived links to terrorist organisations, military, arms and/or ammunition manufacture or sales;
• Where there is knowledge or suspicion of money laundering or terrorist financing;
• Where it is known or there are reasonable grounds for suspicion that a criminal offence has taken place;
• Where the client or any of the clients associated parties are subject to any sanctions measures;
• 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/Clients of racist/pornographic/pressure group material or extreme political propaganda;
• Regulated entities that do not have the appropriate licensing;
• Extreme political and/or charitable organisations.
2.9. Client acknowledges and accepts that Propush.me may, without any previous notice and at its own discretion, use any means and/or apply any preferences, at any level it solely considers appropriate, in order to increase the performance in the domain zone(s) of the Client, such as ads frequency, except in cases where such means and/or preferences and/or levels are previously specified/predefined by the Client. Propush.me may at any time at its own discretion and/or at the request of the client change and/or redefine any already applied means and/or preferences and/or levels for any site/link.
2.10. Client must not use any tool and/or inventory and/or campaign preferences available for him through Propush.me for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. Client understands and agrees that such tools and/or inventories and/or campaign preferences are only provided to the Client in good faith and that Propush.me is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.11. There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Clients' personal account. Propush.me support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.
Management service assumes that assistance of using the Services and Program shall be provided by Propush.me officers.
2.12. All support and/or assistance and/or service provided to Client by Propush.me and/or Propush.me officers and/or support team and/or any other Propush.me personnel and/or employee is intended to be and must be considered by the Client as mere information. No information and/or support and/or assistance and/or service provided during such Self-Service or Management Services and/or during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. Propush.me does not take into account your personal objectives or financial situation. Propush.me makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any Propush.me officers and/or support team and/or any other Propush.me personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of Propush.me. No communication whatsoever must be reproduced or further distributed without the prior permission of Propush.me.
2.13. In order for any communication between the Client and Propush.me and/or Propush.me officers and/or support team and/or any other Propush.me personnel and/or employee to be deemed as information provided by Propush.me as part of the Provision of Propush.me Services to the Client, whether conducted during the Provision of Services themselves and/or during the use of Self Service or Management Service, must be contacted through the authorised channels of Propush.me, namely through the support chat within SSP and through an email registered with Propush.me. Any information provided through any other means of communication must not in any way be considered as information provided by Propush.me officers and/or support team and/or any other Propush.me personnel and/or employee as part of the Provision of Propush.me Services to the Client and/or during the use of Self Service or Management Service. Propush.me and Client both consider all such other means of communication as unauthorised channels of communication and agree that Propush.me shall bear no responsibility whatsoever for any information provided through them.
2.14. You may not transfer your account to anyone without explicit written permission of Propush.me 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. Propush.me cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
3. Placement of Ads
3.1. Client shall NOT place any advertisements provided by Propush.me network advertisers attracted through the Service on alternative Clients or domain zone(s) without written consent and approval of Propush.me. Client 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, Propush.me reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the Client and/or set a monetary fine in the amount based on the damages caused to Propush.me.
3.2. Propush.me does not check or control the activities or contents at your domain zone(s), 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.
4. Online Reports
4.1. 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").
4.2. During the month Client may track online reports within Propush.me reporting system in Clients' 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 calculate and monetise your subscribers, direct and measure traffic. Campaigns may be adjusted at any time by Propush.me 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 avoidance of doubt, Propush.me reporting system (stats) will be prevailing in any case.
5. Client Earnings
5.1. Cost of using Service depends on the amount of subscribers collected in your inventory and amount and scope of advertising campaigns carried out during the reporting period based on ads placements generated by Propush.me reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Propush.me reporting system only.
5.2. In the event that Client believes that there is a discrepancy in Propush.me's reporting system, Client must provide Propush.me with a reasoned report of such discrepancy within three (3) calendar days from receipt of Propush.me's reports. Otherwise, Propush.me 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 Propush.me stats and reports shall prevail.
5.3. Client acknowledges that the following pricing models may be offered, amongst others, by Propush.me:
1. CPS: means "Cost Per Subscriber," it refers to services sold on a cost per subscriber. CPS demonstrates the amount payable to the Client for each subscriber that is collected in the Client's inventory through the provision of Propush.me services.
2. Revenue Share: is a pricing model in which the cost of advertising is determined by the revenue generated as a result of the advertisement itself. Revenue Share will be based on the following pricing models:
1. CPA: means "Cost Per Action," it refers to services sold on a cost per acquisition basis. CPA demonstrates the amount a Client receives when a user interacts with an advertisement placed on domain zone(s) and/or that user completes a certain proposed action when directed to the advertiser's domain zone/website/landing page/link.
2. CPC: means "Cost Per Click" and it refers to services sold on a cost per click basis. CPC demonstrates the amount of revenue received by a Client according to the number of clicks of each user on a specific advertisement placed on his/her domain zone/website/landing page/link.
3. CPM: means "Cost Per Mille" and it refers to services sold on cost per thousand impression basis. This pricing model does not represent the usual 'pay-for-performance' advertising payment type, as payment is only generated by a mutually agreed upon activity (i.e. click-through, lead, sale). The total price paid in a CPM deal is calculated by multiplying the CPM rate by the number of CPM units. For example, one million impressions at $10 CPM equals a $10,000 total price
• 1,000,000 / 1,000 impressions = 1,000 units
• 1,000 units X $10 CPM = $10,000 total price
5.4. Propush.me is entitled to make adjustments in Client's account in one of the following cases:
• To pay promotions and bonuses
• Due to technical reasons
• Due to Client's fraudulent activity
• On the basis of additional agreements with You
• Due to Advertiser's complaints or refunds
6.1. Propush.me offers its Clients a wide range of payment methods in order to provide convenient conditions for mutually beneficial cooperation. Propush.me has the following payment terms:
• for newly registered Clients the very first payout may be proceeded not earlier 14 calendar days from the date of the first impression/advertisement;
• the second and the following payouts to be proceeded either on a weekly basis (every Thursday) with a Hold 7 days (e.g. if payment request has been filed through your personal account on Thursday, payment day will be Thursday next week), or at Net 35 days basis or on other payment terms variations available in Your personal account.
Minimum payment amounts – 100 USD;
• if minimum payment amount is not reached, Propush.me will be adding the sum of Client's account balance to the next payment(s) until the specified minimum payment amount is reached;
• payment service providers – according to the limits set forth in your personal account subject to selected payment method.
6.2. Propush.me acts as a third party for advertisers, therefore Client understands and agrees that payment for Client's revenue is dependent upon payments from advertisers to Propush.me that it has received without any restrictions. You hereby release Propush.me from any claim for Client's revenue if Propush.me did not receive funds from the advertiser. Client shall hold Propush.me harmless and indemnify it from any claims or liability related to such unpaid revenue.
6.3. Propush.me provides the ability to perform payments by using payment service providers. Client shall have the right to select any payment service provider available. You agree that Propush.me 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.
6.4. Client is responsible for all applicable taxes associated with provided Services, other than taxes based on Propush.me income. Client shall indemnify Propush.me against all losses suffered or incurred by the Propush.me arising out of or in connection with any payment made to the Client.
6.5. Client is responsible to supply valid payment details in personal account of our Service, if details are wrong or if the Client change its payment details, it is the Client's responsibility to notify by mail 14 days before payment due date. Client 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.
6.6. 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.
6.7. Hereby you represent and warrant to provide Propush.me with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfilment 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.
6.8. You on your own shall ensure the ability to receive payments from Propush.me to specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 6 (including if the failure or delay is caused by a third party payment service provider you are using), Propush.me shall not be responsible for violation of terms of payment.
6.9. 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. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Propush.me related to the transaction. 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.
6.10. By entering into this Agreement, you agree to receive Client's revenue as from Propush.me, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.
7. Representations, Warranties and Covenants
• You represent, warrant and covenant that: your domain zone(s) is in compliance with all applicable laws and terms and conditions of present Agreement, and does not contain or promote, nor links to another domain zone(s)/websites/landing pages/links that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;
• You agree not to promote via domain zone(s)/websites/landing pages/links or link to domain zone(s)/websites/landing pages/links containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
• You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
• 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 domain zone(s); 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;
• You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the domain zone(s)/website/landing page/link, ad tech, links, tags, source codes, links, pixels, modules or other data provided by or obtained from Propush.me that allows Propush.me to measure ad performance/subscribers and provide its service ("Site Data");
• If instructed to do so by Propush.me and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
• You acknowledge that Propush.me does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
• 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/Link;
• 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;
• If you are notified that fraudulent activities may be occurring on your domain zone(s), 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;
• 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;
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;
• Hereby You irrevocably authorize Propush.me to transfer a request received by Propush.me to provide information for the payment directly to your financial institution available;
• You represent, warrant and covenant that your domain zone(s) 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);
• If any errors or undesirable results occur due to no fault of Propush.me, Propush.me shall not be responsible for losses and you may not be compensated;
• Client undertakes to ensure that its servers support the subscribers and traffic directed to ad campaign through our Service. Propush.me takes no responsibility for all the consequences in the event your servers cannot support the subscribers and traffic directed to your domain zone(s). You shall test your domain zone(s) to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary.
• You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Propush.me 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.
8. Fraudulent Activity
8.1. YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, program, tools, part of the services provided, 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 Propush.me Service. You are forbidden from using any preference/method resulting to the re-direction of the user to your domain zone(s) when such user has at least once previously chosen through a certain action to leave your page.
You expressly agree not to use any means/method and/or apply any preferences/tool/inventory that results to and/or directs/re-directs/forwards/links users from Your domain zone(s) to any other domain zone(s), in which Propush.me is not the only network that and/or another/third party enables the collection and/or monetization of your subscribers.
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 Propush.me shall make all determinations about fraudulent activity in its sole discretion.
8.2. If Client is suspected in any fraudulent activity Propush.me shall have the right to ban Your Client Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All services carried out on Clients domain zone(s) with fraudulent activities are not subject for payment.
9. Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL PROPUSH.ME BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM/TOOL, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE/AD TECH ON YOUR DOMAIN ZONE(S), AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENTING TO INCREASE THE PERFORMANCE OF YOUR DOMAIN ZONE(S) EITHER TAKEN WITH OR WITHOUT YOUR CONSENT INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF PROPUSH.ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROPUSH.ME IS ONLY THE TOOL ENABLING YOU TO COLLECT AND MONETIZE YOUR SUBSCRIBERS. THE INFORMATION, CONTENT AND OTHER PROPUSH.ME SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPUSH.ME DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY PROPUSH.ME, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROPUSH.ME DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE OR WEBSITE OR PROVIDED BY PROPUSH.ME IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold Propush.me harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Program/Tool; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.
11. Assignment, Governing Law and Jurisdiction
11.1. Propush.me may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Propush.me, which shall not be unreasonably withheld.
11.2. 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 law of Cyprus.
11.3. Each party irrevocably agrees, for the sole benefit of Propush.me that, subject as provided below, the courts of Cyprus 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 Propush.me to take proceedings against Client 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.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
13. Intellectual Property Rights
13.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Propush.me Service and to access our website through our Service only in accordance with the terms and conditions of this Agreement.
13.2. You may not alter, modify, manipulate or create derivative works of Propush.me or any our ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to Propush.me 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 Propush.me trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Propush.me without compensation. All rights not expressly granted in this Agreement are reserved by Propush.me.
13.4. ALL THE PARTIES HEREBY AGREE THAT PROPUSH.ME DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL CONTENT AT CLIENT'S DOMAIN ZONE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
14.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon two (2) business days´ notice. In any case where the services under this Agreement are provided to the Client on a CPS pricing model and the Client wishes to terminate this Agreement and/or any or all his/its already verified domain zones, such termination(s) must be made as per clause 2.4.a and 2.4.b above, otherwise the Client will suffer the consequences described in that same clause. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you. Propush.me reserves the right, in its sole and absolute discretion, to terminate the services and remove any advertisements at any time for any reason.
14.2. This Agreement will be blocked when the Client's Account has not been in use for more than three (3) months.
You will receive a notification informing you that your account is blocked because of "Inactive account status". After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the remaining funds will be fully deducted from your account.
15. Force Majeure
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.
16.1. Each Party (a "Receiving Party") understands that the other Party (a "Disclosing Party") may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used ("Confidential Information").
16.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other's prior written approval.
16.3. 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.
16.4. The foregoing obligations under this section 15 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party's possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party's Confidential Information or (vi) express written consent has been given prior to disclosure.
16.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
16.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party's Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party's prior approval.
17.1. Hereby the Client expressly orders Propush.me to generate and issue the Client's invoices on behalf of the Client. Prior to making any payment to a Client, Propush.me will generate automatically through the Program the invoice on behalf of such Client. Furthermore, the Client expressly agree that the Program will generate the said invoices based on the stats provided by the Propush.me reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
17.2. Any Client residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Propush.me. The Client expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Client will hold Propush.me harmless from any of the direct or indirect loss or damages. Client hereby confirms that another VAT invoice won't be issued.
17.3. Parties hereby agree to notify each other if they:
• change their VAT registration number;
• cease to be VAT registered;
• sell their business, or part of their business;
• to notify each other about any changes in their payment details
17.4. Notice given in accordance with the conditions of clause 17.3 is also to be considered as your confirmation to issue self-billing invoices in altered conditions.
17.5. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Client, Propush.me is expressly authorized to retain any payments due to the Client until such incident has been resolved.
18.1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
18.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
18.3. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
18.4. Propush.me reserves the right to change any terms and conditions of this Agreement at any time. You may refer to contract revisions in our website – www.propush.me. The terms and conditions of present Client Agreement (as published on www.propush.me (the "Terms") bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Propush.me. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Propush.me.
18.5. Representations and warranties of Client set forth in this Agreement (in particular, Section 15) hereof shall survive closing for a period of one (1) year from the termination date.
18.6. No claim for a breach of any representation or warranty by Propush.me shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to Client and/or actually known by Client prior to termination.
18.8. All claims related to the use of the Service or Program shall be submitted by the Client within 30 days from the end of the Reporting Period only. In the case of missing the specified term, Propush.me reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
18.9. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
18.10. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.
This agreement was last updated on 15.05.2019
This website and services provided herein managed by:
Company responsible for serving Managed service clients and other campaign management:
Propeller Ads Limited
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Company responsible for Self-service Platform maintenance:
Propeller Ads Limited
First Floor, Jubilee Buildings, Victoria Street
Douglas, IM1 2SH, Isle of Man