Terms & Conditions
Last updated 01/01/2021
AGREEMENT TO TERMS
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and RTB Panda Ltd. (“we,” “us” or “our”), concerning your access to and use of the https://rtbpanda.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).
- You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.
- Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.
- We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.
- It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.
- The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
- Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
For the purposes of these Terms and Conditions, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in these Terms and Conditions:
“Advertiser” means a person (legal or natural), or any other person acting on behalf of the former with express or implied authority, who wishes to use the Site to distribute its Advertising Material on Publisher’s Website(s) (as defined below).
“Advertising Material” means any type of content, including without limitation, text, layouts, artwork, graphics, scripts, presentations, drawings, documents, logos, designs, charts, images, photos, films trademarks and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups and pop-unders, and any other type of a promotional message for the purpose of publicizing products or services, created by the Advertiser.
“Advertiser’s Website(s)” means the landing page, website, or app to which end users may be redirected when they click on or interact with the Advertising Material disclosed, embodied, incorporated or otherwise published on the Publisher’s Website(s).
“Advertising Network” means a legal entity that wishes to use the Site to distribute Advertising Material on Publisher’s Website(s).
“Publisher” means a person (legal or natural), or any other person acting on behalf of the former with express or implied authority, who wishes to use the Site to distribute the Advertising Material on its Publisher’s Website(s).
“Publisher’s Website” means the space, including without limitation, homepage, website or email, where the Publisher incorporates or embodies the Advertising Material.
“Your Property” and collectively “Your Properties” means one or more websites, applications, offers, services and/or properties you own.
“Service” – means our services including through and in relation to the https://rtbpanda.com/ website.
You must be over eighteen (18) years of age to use the Service, unless the age of majority in your jurisdiction is greater than eighteen (18) years of age, in which case you must be at least the age of majority in your jurisdiction. By accepting this Terms and Conditions you represent and warrant that you are at least the minimum age as required by the previous sentence. Use of the Service is further not permitted where prohibited and you represent and warrant that you are not otherwise prohibited to use the Service.
INTELLECTUAL PROPERTY RIGHTS
- Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.
- The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
- Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
REPRESENTATIONS AND WARRANTIES
By using the Site, you represent and warrant that:
- all registration information you submit will be true, accurate, current, and complete;
- you will maintain the accuracy of such information and promptly update such registration information as necessary;
- you have the legal capacity and you agree to comply with these Terms and Conditions;
- you are not under the age of 18 or not a minor in the jurisdiction in which you reside;
- you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
- you will not use the Site for any illegal or unauthorized purpose;
- your use of the Site will not violate any applicable law or regulation.
- You must have the necessary ownership, licenses, permissions, rights or consents to use this Site. You must own or have the necessary licenses, permissions, rights or consents to use all trademarks, copyrights, trade secrets or other proprietary rights in and to the content (including its domain name) on “Your Properties”.
- You shall not take any action in violation of any applicable legal requirement that could result in liability being imposed on us. You shall further ensure that the Advertising Material adheres to the relevant advertising codes in force from time to time, including but not limited to the code issued by the Cyprus Advertising Regulation Organization and other analogous codes in force in the respective countries.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
- You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
- By creating an Account on behalf of a company or other entity, you represent and warrant that you have the authority and capacity to enter into this Agreement and bind the entity on its behalf.
- You shall not use another person’s or entity’s Account without authorization. You shall be solely responsible for maintaining the confidentiality of and restricted access to your Account. You shall be solely responsible for all activities that occur under your Account.
- You shall notify us immediately of any breach of security or unauthorized use of your Account. Pursuant to the terms and conditions herein, we shall not be liable for any losses resulting from any unauthorized use of your Account and you hereby indemnify us and hold us harmless for any such unauthorized use. You acknowledge and understand that anyone who gains access to your Account will gain access to your data on your Account, including any private content, and the ability to buy and sell advertising on your behalf.
- We reserve the full and unconditional right to refuse the registration to any Advertiser, Publisher or Agency without giving any reasons.
- All campaigns are subject to our approval. We will not accept any campaigns or advertisements for inclusion in the Service unless you have our explicit approval and your content and activities comply with these Terms and Conditions other restrictions that we may promulgate from time to time. If you have any questions about whether your campaigns, Advertisements or Your Properties comply with these Terms, you may contact your account manager.
- We are the service provider and has no effective knowledge about the content in the Publisher´s and/or Agency’s Website(s) and/or the Advertising Material created by the Advertiser(s), which is published in the Publisher´s Website(s). Publisher, Advertiser and Agency are the only responsible parties for such content and will always hold the RTB Panda Ltd harmless for any responsibility, infringement, damage or loss in relation to such content. If any content is illegal or violates any law in general, and in particular, any intellectual property laws, please request the removal to RTB Panda Ltd. at [email protected], so we can remove and prevent access to it.
- We do not control or monitor Publisher’s, Advertiser’s or Agency’s Website(s). However, a Website may be brought to its attention or may be checked for any reason. If the we determine that the Website(s) includes any forbidden content, we may close Publisher’s, Advertiser’s or Agency’s account without prior notification. In such a case, as a penalty for the breach of this Agreement Publisher’s, Advertiser’s or Agency’s shall not be entitled to the payment of any amounts remaining in its administration panel, regardless of any other or further liability incurred by the Publisher, Advertiser or Agency.
- You, your Properties must satisfy all of the following conditions, as well as the other terms, conditions and restrictions contained in these Terms, and any other terms, conditions and restrictions as determined in our sole discretion (including any additional restrictions set forth in the administrative panel on the Service), in order to qualify for participation and continued inclusion in the Service (the “Participation Conditions”):
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
- systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- use the Site to advertise or offer to sell goods and services.
- circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
- engage in unauthorized framing of or linking to the Site.
- trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
- make improper use of our support services or submit false reports of abuse or misconduct.
- engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- attempt to impersonate another user or person or use the username of another user.
- sell or otherwise transfer your profile.
- use any information obtained from the Site in order to harass, abuse, or harm another person.
- use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
- decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
- attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
- harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
- delete the copyright or other proprietary rights notice from any Content.
- upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
- upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
- disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- use the Site in a manner inconsistent with any applicable laws or regulations.
- Your Properties must not contain:
- any obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate content as decided by us in our sole discretion;
- material that impersonates any person or entity or otherwise misrepresents you or your Website’s users in any way;
- software viruses or any computer code, file or program designed to interrupt, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment;
- active-X elements or similar technology;
- may not contain or advertise “malware sponsors”, torrents, “warez” or similar content, stolen scripts,
- 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, phycological, social, religious, economic, scientific vulnerabilities;
- links to terrorist organisations, military, arms and/or ammunition manufacture or sales.
- Your Properties may not depict illegal activities, promote or depict physical harm or injury against any group or individual, or promote or depict any act of cruelty to animals.
- Your Websites and Advertisements may not phish for information, mislead users, or include any content which forces users to take any action (e.g., warnings, locking notifications, etc.).
- Your Properties may not promote or incentivize:
- online activity to surf websites, click on ads or engage in any activity that artificially enhances website, advertiser or other metrics;
- the production of fake documents, the copying of materials or paper mills, drugs, illegal substance or any related paraphernalia;
- racial, ethnic, pollical, hate-mongering or otherwise objectionable content, child pornography, violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
- content that is targeted to anyone under the age of eighteen (18) years;
- Your Properties may not be under construction or incomplete.
- Your Properties must have substantial real content and not simply be “blind links.”
- Your Properties may not use any third party trademarks without appropriate authorization and may not create a likelihood of confusion for consumers or dilute any third party trademarks.
- Your Properties may not attempt to profit from human tragedy or suffering.
USER GENERATED CONTRIBUTIONS
- The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”).
- Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
- the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms and Conditions.
- you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms and Conditions.
- your Contributions are not false, inaccurate, or misleading.
- your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
- your Contributions do not violate any applicable law, regulation, or rule.
- your Contributions do not violate the privacy or publicity rights of any third party.
- your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
- your Contributions do not violate any applicable laws concerning child pornography, or otherwise intended to protect the health or well-being of minors;
- your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.
- Any use of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Site.
MOBILE APPLICATION LICENSE
- Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms and Conditions.
You shall not:
- decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
- make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
- violate any applicable laws, rules, or regulations in connection with your access or use of the application;
- remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
- use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
- make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
- use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
- use the application to send automated queries to any website or to send any unsolicited commercial e-mail;
- use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
- Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site:
- the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
- we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms and Conditions or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
- in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
- you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;
- you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
- you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms and Conditions against you as a third-party beneficiary thereof.
THIRD-PARTY WEBSITES AND CONTENT
- The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).
- Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
- Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern.
- You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
- You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We reserve the right, but not the obligation, to:
- monitor the Site for violations of these Terms and Conditions;
- take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
- in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
- in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
- otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
- We do not guarantee any given level of circulation, distribution, reach or readership for any Advertising Material. We reserve the right, without any liability whatsoever, to reject, omit or exclude any Advertising Material for any reason at any time, with or without notice to you, and whether or not such Advertising Material was previously acknowledged, accepted or published.
- You expressly acknowledges that we may represent other advertisers and agencies and may secure the placement and exhibition of the Advertising Material, in a similar capacity to that contemplated hereunder, and nothing contained herein shall be construed to limit our right to do so.
- Your Properties must abide by all applicable local, state, national and international laws and regulations. The generality of this provision shall not be limited by the other Participation Conditions.
- You must voluntarily inspect and maintain written documentation sufficient to satisfy United States statute 18 U.S.C. § 2257 and other similar laws to confirm that all individuals on Your Properties are over the age of (18) years, even if you are not subject to the jurisdiction of the United States.
- If you are subject to EU Directive 2009/58/EC (the “EU Cookie Law”), you must provide clear and comprehensive information about the purposes of, storage of and access to cookies and related technologies used by Your Properties and Advertisements, including those technologies employed by the Service in conjunction with Your Properties and Advertisements, and receive the proper consent as required by the EU Cookie Law.
- Your Properties may not constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party (including the infringement of anyone’s intellectual property rights), or otherwise create liability or violate any local, state, national or international law.
- You may not send, transfer or otherwise initiate e-mails or other communications in violation of “spam” laws, including, for example, the Can-Spam Act of 2003.
- You may not use the Service in any way that may expose us to liability, whether criminal, civil or otherwise.
- You may not use the service as a means of exchanging currencies.
- The parties acknowledge and agree that one party (or its affiliate) may disclose to the other party information which is marked as confidential or would normally under the circumstances be considered confidential information. “Confidential Information” shall mean all information of either party not generally available to the public which is provided to the receiving party by the disclosing party or which the receiving party has access to or discovers in the performance of these Terms and Conditions, including without limitation all information relating to a party’s products, business, and operations (including without limitation business plans, financial records, customers, suppliers, vendors, products, costs, sources, strategies, inventions, procedures, forecasts, sales materials and data, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies, algorithms, designs, drawings, worksheets, blueprints, manufacturing processes, computer programs and systems, and know-how or other intellectual property of a party and its affiliates that may be at any time furnished, communicated, or delivered by a party to the other party, whether in oral, tangible, electronic, or other form), and any other information that a reasonable person would believe to be confidential or proprietary in nature given the circumstances of disclosure. All Confidential Information shall remain the property of the disclosing party.
- Confidential Information shall not include any information that: (a) was rightfully known to a party prior to disclosure by the other party; (b) is rightfully obtained by a party from a third party lawfully in possession of such information without restriction on use or disclosure; (c) is made available by the disclosing party to the public without restrictions on use or disclosure; (d) is independently developed or learned by the receiving party through legitimate means; or (e) is disclosed pursuant to any applicable laws, regulations, or order of a court of competent jurisdiction, or by the receiving party in defense of a claim against the receiving party. Each party will provide reasonable prior written notice to the other party, unless prohibited by applicable law, if it is required to disclose any of the other party’s Confidential Information under operation of law, and such disclosure shall not constitute a breach of these Terms and Conditions.
- Each Party hereby agrees not to use or disclose any Confidential Information provided to it by or obtained by it from the other Party for any reason including its own use of for any purpose except to carry out discussions concerning, and the undertaking of, the Relationship. Neither Party will, except as required by law or court order, disclose any Confidential Information of the other Party to unrelated third parties or to employees, agents or professional advisors of the Party receiving Confidential Information, except employees, agents or professional advisors who are required to have the information in order to carry out the discussions in connection with and regarding the undertaking of the Relationship. Each Party will have or has had employees or Receiving Party to whom Confidential Information of the other Party is disclosed or who have access to Confidential Information of the Disclosing Party sign a nondisclosure or similar agreement in content substantially similar to this Agreement. Each Party agrees that it will take all reasonable measures to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of the Disclosing Party immediately after such misuse or misappropriation.
- You undertake to comply with its respective obligations under the applicable data protection laws applicable to controllers, including, but not limited to the EU General Data Protection Regulation 2016/679 (“GDPR”), the e-Privacy Directive 2002/58/EC (as amended and replaced from time to time), their national implementing legislations and any applicable codes of practice and best practice guidance issued by the relevant authorities (the “Data Protection Laws”).
- You agree not to disclose Confidential Information without our prior written consent. “Confidential Information” includes without limitation: (i) all software, technology, programming, technical specifications, materials, guidelines and documentation; (ii) click-through rates or other statistics provided to you by us; and (iii) any other information designated in writing by us as “confidential” or any designation to the same effect.
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.
Please be advised that pursuant to applicable laws you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
PAYMENT TERMS AND TAXES
- Calculations and Fees
All calculations are made in US dollars. We shall not be responsible or liable for any losses, which may be suffered by you as a result of the conversion, nor shall we be liable for any errors in the rates of exchange provided by our bank or payment provider.
All fees are solely based on our measurements, unless otherwise agreed to in writing. In case of dispute, our measurements shall prevail. Nothing in this Agreement can obligate us to do credit to any party.
It’s your responsibility to make sure there is no discrepancy with statistics numbers.
All fees collection and calculations shall be carried out on a monthly basis before or after rendering services. Invoices may be issued by us as of the Start Date of the contract period. You shall be responsible for paying all taxes charges (including, without limitation, VAT, withholding and associated taxes, collectively, “Taxes”) and associated reporting due as a result of the services described in this Agreement.
If any invoiced amount is not received by us by the mentioned due date, then without prejudice to our other rights or remedies, we shall have the right to immediately suspend performance of the Services until we has received payment of the overdue amount, together with any accrued interest.
In addition to the Fees, we may invoice you for all reasonable expenses incurred by us in connection with the performance of the Services. All such expenses shall be paid no later than fifteen (15) days after the date of the applicable invoice.
TERM AND TERMINATION
- These Terms and Conditions shall remain in full force and effect while you use the Site.
- WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
- If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
- In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
- These Terms and Conditions shall terminate immediately upon the dissolution or insolvency of either Party.
MODIFICATIONS AND INTERRUPTIONS
- We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
- We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
- We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
- We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
- Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the Republic of Cyprus applicable to agreements made and to be entirely performed within the Republic of Cyprus, without regard to its conflict of law principles.
Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the court located in Limassol, Republic of Cyprus and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenience with respect to venue and jurisdiction in such courts.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE DO NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN CONTENT WILL BE CORRECTED.
ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 6 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN APPLICABLE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.
- Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
- Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
- YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
- You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
- These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
- These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
- If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
- There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.
- You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
- No Partnership
Nothing contained in these Terms and Conditions shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint-venturer of the other, it being understood and agreed that the relationship of the Parties is that of independent contractors.
No delay or failure by either party to exercise any right or remedy under these Terms and Conditions will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under these Terms and Conditions or under law or otherwise shall be cumulative and not alternative.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
RTB Panda Ltd.
171 Arch.Makariou Avenue, Vanezis Business Center, 4th floor, CY3027 Limassol, Cyprus