Seedotoo ADVERTISING TERMS & CONDITIONS
Last revision 25th of July 2022
Contact: [email protected]
The following terms and conditions govern all entities that place advertising (“Advertiser”), either directly or through an agent (“Agency”) in Advertising campaigns and any other services published and/or owned, licensed or operated by or on behalf of (“Company”). The Company together with the Third Party Services shall be collectively referred to herein as the “Service”. The placement of advertising on any Service constitutes Advertiser’s (and, if applicable, Agency’s) agreement to these terms and conditions and, to the extent ads are placed on any Third Party Services, such placement also constitutes Advertiser’s (and, if applicable, Agency’s) agreement to such Third Party Services’ then-applicable terms and conditions. These terms and conditions may be modified from time to time by Company, and the terms and conditions of any Third Party Services may be modified from time to time by such Third Party Service; additional placement of advertising will constitute Advertiser’s (and, if applicable, Agency’s) agreement to any such modifications.
A. Company’s Right To Reject, Cancel or Terminate Orders
Company reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject or remove any advertising copy in connection with any Service, whether or not the same has already been acknowledged, accepted and/or previously published, displayed, performed or transmitted (collectively referred to herein as “Published” or “Publish”), including, but not limited to, for reasons relating to the content of the advertisement or any technology associated with the advertisement. Company, at its absolute discretion, may terminate its relationship with Advertiser and/or Agency for the breach of Uniform Advertising Specifications and General Policies (the “UAGP”) between Company and Advertiser located at https://Seedotoo.io/uagp_en.html or any of the terms hereof, including without limitation a breach based on the failure on the part of either Advertiser or Agency to pay each bill by its due date.
B. Advertiser’s Failure to Run Advertising
All agreements for advertising frequency discounts in connection with any Service require that the specified number of advertisements be Published and be promptly paid for. In the event of Advertiser’s or its Agency’s cancellation of any portion of any advertising order/contract or failure to paid for the specified number of advertisements, or if at any time Company in its reasonable judgment determines that Advertiser is not likely to pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously Published advertisements. In such event, Advertiser and/or Agency must reimburse Company for the difference within seven (7) days of invoice.
C. Advertising Positioning at Company’s Discretion
Orders for advertising containing restrictions or specifying positions or other requirements may be accepted and Published but such restrictions or specifications are at Company’s sole discretion, and in no event shall such approved restrictions or specifications relate to (i) the placement of ads on Third Party Services.
D. Errors in or Omissions of AdvertisementsCompany shall have no liability unless the error/omission is brought to the Company’s attention no later than 5 (five) days after the advertisement is first Published. In no event will Company have any liability for errors or omissions caused by force majeure or errors in key numbers. In the event of a suspension of the Service due to computer, software, or network malfunction, congestion, repair, strike, accidents, fire, flood, storms, terrorist attacks, acts of war or any other cause or contingencies or force majeure, it is agreed that such suspension shall not invalidate any advertising agreement but:
- a) will give Company the option to cancel any advertising agreement, or if Company does not do so
- b) upon resumption of the Service, the agreement shall be continued and Company will have no liability for any errors or omissions or any damages or missed impressions caused by such suspension
IN NO EVENT WILL COMPANY HAVE ANY LIABILITY FOR ANY ADVERTISING CREATIVE COSTS, ADMINISTRATIVE COSTS, AND/OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA AND/OR INFORMATION AND THE LIKE.
The titles and logos of the Service Published or used by Company are registered trademarks and/or trademarks protected under common law. Neither the titles nor the logos may be used without the express written permission of Company.
F. Warranties indemnification
Advertiser and its Agency, if there be one, each represent and warrant that:
(i) Advertiser’s and third parties’ websites, mobile sites,
applications and any other services that are associated with
advertising purchased by Advertiser or Agency shall contain all
necessary consumer disclosures required by applicable federal,
state and local laws, rules and regulations, including, but not
limited to, a conspicuous link to a clear, accurate, and
- the usage of third party technology
- the participation of third party service providers
- the data collection and usage by such service providers and from such third party technology
- (b) complies with all applicable privacy laws, rules and regulations
- (a) discloses
- (ii) it will not merge personally identifiable information with information previously collected as non-personally identifiable without robust notice of, and the end-user’s prior affirmation (i.e., “opt-in”) consent to, that merger. Advertiser and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless Company and each of their officers, directors, members, employees, contractors, licensees, agents, representatives, successors and assigns against any and all liability, loss, damage, and expense of any nature, including attorneys’ fees (collectively, “Losses”) arising out of any actual or potential claims for libel, invasion of privacy, harm, copyright, patent, or trademark infringement, violation of publicity rights and/or any other actual or potential claims or suits that may arise out of
- (a) the copying, publishing, displaying, performing, distributing or transmitting of such advertisement
- (b) any violation of the CAN-SPAM Act, the TCPA Act or other laws relating to Advertiser’s advertisements, including, but not limited to, commercial messages e-mailed or sent via text message/SMS or pre-recorded voice message on Advertiser’s behalf by Company
- (c) the loss, theft, use, or misuse of any credit/debit card or other payment, financial, or personally identifiable information
- (d) the products and/or services promoted, sold, presented and/or contained in Advertiser’s advertisements
- (e) audience segments used for audience targeting in connection with Advertiser’s advertisements
- (f) a breach or alleged breach of its covenants, warranties and obligations under these advertising rate card contract terms and conditions
G. Responsibility for Payment of Advertising Bills
In the event an order is placed by an Agency on behalf of Advertiser, such Agency warrants and represents that it has full right and authority to place such order on behalf of Advertiser and that all legal obligations arising out of the placement of the advertisement will be binding on both Advertiser and Agency. Advertiser and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Advertiser’s behalf. Any bill tendered by Company shall constitute an account stated unless written objection thereto is received by Company within five (5) days from the rendering thereof. Payment by Advertiser to Agency shall not discharge Advertiser’s liability to Company. The rights of Company shall in no way be affected by any dispute or claim between Advertiser and Agency. Advertiser and Agency agree to reimburse Company for its costs and attorneys’ fees in collecting any unpaid advertising charges.
H. Refund Policy
ALL PAYMENTS ARE REFUNDABLE ACCORDING SPECIAL TERMS AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED AD IMPRESSIONS OR CLICKS. Company reserve the right to refund the purchased amount on next terms: Advertiser or Agency has six (6) months from the last payment date to ask for a refund of the balance remaining on the account; refund will only be issued for a balance greater than $50; Company may make refund in ninety (90) days; Advertiser or Agency will reimburse all processing fees, there is a 10% fee for a refund and the minimal amount of fee is $25; Company may refund payment after deduction used amount according with rates; Advertisers or Agencys canceled / terminated by Company for violating UAGP Terms are not entitled to a refund. The refund payments are made on the 1st and 16th date each month. The company reserves the right to make a refund through a paid service at its discretion.
I. No Assignment of Advertising
Advertiser and its Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by Company, nor may Advertiser or Agency authorize any others to use any advertising space.
J. Republication of Advertisements
Advertiser and Agency agree that any submitted advertisements Published in a Service, may, at Company’s option, be republished, re-performed, retransmitted, archived or otherwise reused by Company or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. The copyright in any advertisement and/or content created by Company is owned by Company and may not be otherwise used by Advertiser or third parties without Company’s prior written consent.
K. Advertising Rates
The rates for advertising services provided by Company, including all advertising campaigns for Advertiser or Agency is published in the insertion order. Advertiser or Agency and Company accept the pricing by signing the insertion order. Bid values (price) sent by Advertiser's and/or Agency demand platform in bid responses to Company's bid requests are considered final, the Advertiser is completely and solely responsible for the correctness of those values.
L. Terms of Sale
Payment for all advertising and services is net 7 days from the date of invoice. All advertising production fees (if any) shall be billed and are immediately due in full within the first month of the advertising campaign. Company may at its option require pay in advance or otherwise change payment terms. Otherwise Company is temporarily shutting down all advertising orders until Advertiser/Agency fulfill financial liabilities.
M. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the UK applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Company relating to advertising must be brought in the state or federal courts in London, UK. The parties hereby consent to the jurisdiction of the state or federal courts in London, UK in connection with actions relating to advertising, including, but not limited to, actions to collect amounts due for advertising.
COMPANY DISCLAIMS ALL WARRANTIES AND/OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR NON INFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH THE DISPLAY, PERFORMANCE AND TRANSMISSION OF ADVERTISEMENTS ON COMPANY’S SERVICES. Without limiting the generality of the foregoing, Company disclaims all warranties and guarantees with respect to the Services, including, without limitation, warranties and/or guarantees relating to:
- (a) the positioning or placement of advertisements on the Services
- (b) advertising results on the Services
- (c) the accuracy of audience data, including, but not limited to, audience demographic data, audience size/reach data, etc. with respect to the Services
- (d) information and data security
Advertiser/Agency agrees that it is solely responsible for any and all necessary payment of sales and use taxes or any other transactional taxes arising from this agreement and remittance of such taxes to Company. Advertiser/Agency will indemnify and hold Company harmless for any such taxes (and applicable interest, penalties, legal fees and costs) and will reimburse Company for any such liabilities incurred in connection with the transactions contemplated by this agreement to the extent Advertiser/Agency fail to pay and remit such taxes to Company.
P. Entire Agreement
The foregoing terms and conditions and UAGP and the Additional Terms set forth below shall govern the relationship between Company and Advertiser and/or Agency. Company has not made any representations to Advertiser or Agency that are not contained herein. Unless expressly agreed to in writing and signed by an officer or senior executive of Company, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on Company. Failure by Company to enforce any of these provisions shall not be considered a waiver of such provision.
Q. Impression Guarantees and Calculations
Company makes no guarantee or representation as to the quantity and/or quality of visits, impressions, circulation, or other usage of Third Party Services or Company’s Websites of the advertisement, or as to the use of any particular tracking or information-gathering devices, unless Company expressly agrees otherwise in writing. Advertiser and Agency acknowledge and agree that advertisements and ad impressions Published on Third Party Services and Company’s Websites may be viewed by end users located in any Country. In addition, all impressions and/or other measurements of advertisements for Company’s Websites and all impressions and/or other measurements of advertisements for a Third Party Service shall be based on Company’s calculations shall be based solely on Company’s calculations for its Websites, unless Company expressly agrees otherwise in writing. Unless otherwise agreed to in writing by Company, Company will bill for the advertising on Company’s Websites based on such Websites’ own ad delivery numbers (“Company Numbers”); and, if applicable, Company has the right to bill for advertising in Third Party Services based on its Company Numbers. In the event Company and Advertiser agree in writing that certain ads will be billed based on ad delivery numbers other than the applicable Website’s own Company Numbers (i.e., third party numbers), Company will bill for such ads based on such third party numbers as long as the delivery discrepancy from third party numbers and Company Numbers is less than ten percent (10%). In the event that a difference of ten percent (10%) or more arises, both Company and Advertiser/Agency agree to use reasonable efforts to reconcile the difference and come to a mutually agreed upon solution. If an agreement cannot be reached or if Advertiser fails to provide its third party ad delivery numbers within five (5) business days after the end of its ad campaign, Company reserves the right to bill Agency/Advertiser at a delivery rate of one hundred percent (100%) of Company Numbers. For purposes of clarification, Advertisers that request a special billing schedule or an upfront bill will not receive refunds/adjustments in the case of under-delivery of guaranteed impressions (if applicable). Company reserves the right to temporarily shutting down all advertising orders in case of irregular changes in the buyout, including, but not limited to, greatly increased bids.
R. Restrictions on Advertiser’s Ability to Cancel Advertising Orders
Orders for all Advertising campaigns are non-cancellable less than three (3) days prior to the start of an advertising campaign. In any event, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of service
S. Data Collection
To the extent Advertiser and/or Agency collects or obtains data from any Service, whether collected or received via an advertising unit, widget, pixel tag, cookie, clear gif, HTML, web beacon, script or other data collection process, including without limitation “clickstream” or “traffic pattern” data, or data that otherwise relates to usage of the Service, user behavior, and/or analytics, Advertiser and/or Agency is subject to the then-current version of Company’s Third Party Data Collection Policy . In addition, to the extent Advertiser and/or Agency provides any such data, or any names, postal addresses, email addresses, telephone numbers or other personally identifiable data to Company for any purpose, Advertiser and/or Agency represents and warrants that it has all rights, consents and permissions necessary to transfer such data, and for Company to use such data, for the purposes contemplated by the parties.
If you don't agree to the terms contained on this page, you must immediately exit the Service.