Terms And Conditions.
WE ASK THAT YOU READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SERVICES AND/OR REGISTERING WITH D-Agency. BY ACCESSING THIS SITE OR USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES (AS EACH IS DEFINED BELOW) ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. D-Agency'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY D-Agency, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1.1. The User's use of the D-Agency web pages available at http://d-agency.net (hereinafter referred to as ‘site’ or ‘website’), and all linked pages, services and information provided by the D-Agency website is subject to the terms of the following Terms of Service agreement (TOS) between User and D-Agency.
1.2. The User is defined as anyone who uses the D-Agency website and any information and services provided by D-Agency.
1.4. http://d-agency.net "services" refers to the ability that D-Agency gives Users to publicize ads on the D-Agency and it’s partners website in the form of an article caption (or post), short description and picture with a link to the website where this article is published.
D-Agency doesn't create, write, or publish news stories or articles.
1.5. The D-Agency website, services and information will be referred to collectively as the "Services" in this document excluding any additional services provided to the User.
1.6. D-Agency reserves the right to change the Terms of Service (TOS) without notifying the User.
2. ACCEPTING THE TERMS OF SERVISES
2.1. In order to use the Services, the User must first agree to the Terms of Service (TOS). The User may not use the Services if he/she does not accept the TOS.
2.2. The User can accept the Terms of Service with following ways:
2.2.1. Simply by using the website. In this case, the User understands and agrees that D-Agency will treat his/her use of the Services as acceptance of the Terms of Service from that point onwards.
2.2.2. Via acceptance the ToS through the registration at dashboard or;
2.2.3. Via concluding of Insertion order.
By accepting the Terms of Service, You represent that You are at least 16 years of age and agree that D-Agency may serve (a) your advertisements for which you are the owner or authorized representative/broker on various third party websites and you represent that you are authorized to re-sell such advertisements in a manner consistent with D-Agency Policies including but not limited to (i) , media player(s), video content, mobile content and/or Other Properties in relation to the advertisements.
For the avoidance of doubt, any reference in this ToS or reference to an Advertiser’s “Ad”, “Advertisement”, “Banner” or “Campaign” is part of the “Property” or “Properties” of the Advertiser including all images, designs, etc.
3. USE OF SERVICES BY THE USER
3.1. D-Agency enables the User to create ads from the articles published at the original website where the news and articles were published. The content of the ad's post/caption/announcement/headline/hyper-link/photo (hereafter referred to as "Link") may differ from the content of the article for which the link was made.
3.2. In any Link the User can use any picture or image which is published on the same page of the website where the original article is published and is relevant to the article. This picture or image will be published as a thumbnail. The User who publishes the Link and the website where the aforementioned article was published bear complete responsibility for any infringement of a third party's copyright (copyright of the person(s) or organization(s) who created or owns the content of the article or photo) if such an infringement of copyright occurs.
3.3. In a Link, the User is allowed to use any picture or image which is NOT published on the same page of the website where the publicized article is published. In this case the picture or the image must be taken from open resources only (licensed free resources) and will be published as a thumbnail in the Link.
3.4. The content of the picture or image in a Link may differ from the topic of the Link's caption, from the Link's short description, from the original article's caption, and from the content of the original article. The person(s) shown in the photo in the Link may differ from the person(s) shown or mentioned in the article.
The picture used in the Link may be unrelated to the content of the original article.
3.5. The User understands and agrees that he/she is responsible for any information, data, written text, pictures, images, video and other content (hereafter referred to as "Content") which he/she publishes on the internet using the Services of D-Agency.
This means that only the User (and not D-Agency) bears full responsibility for all Content which the User publishes, uploads, sends, transfers, receives, shares or otherwise makes public using the Services of D-Agency. D-Agency does not monitor the Content published, posted, uploaded, sent, transferred, received, or shared with its Services and therefore does not guarantee the accuracy, completeness, comprehensiveness or quality of any Content.
The User understands that while using the Services of D-Agency he/she might come into contact with Content that could seem offensive, indecent or objectionable. D-Agency is not responsible for any Content created by the use of the Services by any User under any circumstances.
3.6. The User agrees that D-Agency is not obliged to check any of the Content before it is published. The User also agrees that D-Agency has the right (but shall have no obligation) to refuse or remove any or all Content (which is available through the Services of D-Agency) at its own discretion.
The User agrees that D-Agency is not liable for the accuracy, reliability, completeness or usefulness of the Content displayed on the site or through the D-Agency Services.
3.7. The User agrees and understands that he/she uses the Services at his/her own risk.
3.8. The User takes into account that D-Agency Service technology may require sending Content (which the User wants to publish) through a computer network or changing the Content in order to meet specific technical requirements.
3.9. The User agrees NOT to use the Services to:
a. post, upload, email, transmit, share or otherwise make public any Content which is recognized as illegal, harmful, threatening, immoral, slanderous, infringing upon someone's copyright, popularizing violence and/or any sort of discrimination (racial, ethnic, sexual, social or any other sort of discrimination), and/or insulting a particular person or organization;
b. infringe upon the rights of minors and/or cause any sort of harm to minors;
c. discriminate against minorities;
d. give untruthful information about his/her identity or identify himself/herself as a representative of an organization/company (including introducing himself/herself as a D-Agency representative, D-Agency employee, D-Agency forum moderator, or D-Agency owner) without having the right to do so, and to offer any false representation of the properties and/or characteristics of other persons, entities, companies, or products;
e. post, upload, email, transmit, share or otherwise make public any Content which is forbidden to post, upload, email, transmit, share or otherwise make public according to the law or a contractual agreement with a third party;
f. post, upload, email, transmit, share or otherwise make public any Content which affects a third party's license, trademark, commercial secret, copyright or any other sort of possessive rights (rights of ownership);
g. post, upload, email, transmit, share or otherwise make public any Content which encourages/propagandizes ethnic strife, incites violence against a certain person(s) or group of people, violence against animals, and/or encourages the abuse of law;
h. post, upload, email, transmit, share or otherwise make public any Content which contains computer viruses, threats or other codes, files, or software which are intended to harm, destroy or restrict the functionality of any hardware or software, or which can be used for unauthorized access/data trespassing, or which contain serial numbers for licensed software, cracked software, logins, passwords or other tools for unauthorized access to any licensed protected software or data on the Internet;
i. abuse of any local, state or international laws;
j. collect and store the private data of other users;
k. engage in the unauthorized use of advertising, commercial or promotional content without an agreement with, or permission from, the concerned party;
l. post, upload, email, transmit, share or otherwise make public any content containing crude or offensive words, phrases or sentences;
m. post, upload, email, transmit, share or otherwise make public any Content which contains nudity or pornography.
3.9.1 D-Agency reserves the right (but shall have no obligation) to refuse or remove any or all Content from the Services at its own discretion if the said Content does not meet the requirements of the Terms of Service. D-Agency is not obliged to notify the User of the reasons for removing or rejecting any Content.
4. NON-COMMERCIAL USE
4.1. The User agrees not to reproduce, copy, sell or use for commercial purposes any parts of the Services, not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by D-Agency, unless the User is granted special rights by D-Agency specifically in order to do so.
D-Agency doesn't bear any responsibility for any legal agreements between the User and any other third parties.
4.2. The User agrees to refrain from trying to crack any of D-Agency's software or data or to decompile the D-Agency software source codes used in the Services with the intention to install it on his/her PC, phone, pocket PC or other electronic device.
5.1. D-Agency is not responsible for any delays, failures, incorrect or untimely publications, or the removal or loss of any data.
5.2. The User agrees that D-Agency may make changes to the rules and restrictions of use from time to time with or without notification of the User.
5.3. The User agrees that any Content published with the D-Agency Services as open Content can be used by D-Agency at its own discretion for its own purposes and the User cannot claim compensation (monetary or otherwise) from D-Agency for doing so.
5.4 . Users are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of D-Agency’s specifications, and adherence to the terms of this Agreement. D-Agency reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application in Ads, Links, etc., or any engagement in any activity prohibited by this Agreement. D-Agency is not responsible for anything related to Your Property(ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and D-Agency.
In addition, D-Agency shall not be obligated to provide notice to You in the event that any Ad, Link, is not being displayed properly however, D-Agency will diligently work to ensure the system is in place and working.
6. PROPRIETARY RIGHTS
6.1. The User acknowledges and agrees that all D-Agency Services and software are protected by copyright, trademark, license, intellectual property laws and any applicable laws of the United States of America, laws of other countries and/or international laws.
6.2. D-Agency gives the User a personal, non-assignable and non-exclusive license to use the software provided to him/her by D-Agency as part of the Services. The User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof.
The User agrees that he/she will not reproduce, duplicate, copy, sell, trade or resell the software provided to him/her as a part of the Services for any purpose and also will not modify the Services for any purpose.
6.3. Unless the User has agreed otherwise in writing with D-Agency, the User may not use objects of D-Agency intellectual property (such as logos, trade names, trademarks and other brand features, D-Agency website content etc.).
7. EXCLUSION OF WARRANTIES
7.1. D-Agency does not guarantee to the User that his/her use of the Services will be uninterrupted, timely, secure or free from error.
7.2. D-Agency does not bear responsibility for the Content created and displayed by other Users through the Services.
7.3. The User is solely responsible for any breach of any sort of third party rights.
7.4. If the use of the Services by the User results in complaints or claims from a third party addressed to D-Agency concerning the breach of their rights (including copyright infringement or a person(s) depicted in the photos in the Content who does not want the images to be used in the Services) the User is held fully responsible and must take actions on her/his own to satisfy such claims and complaints.
7.5. D-Agency may (but has no obligation to) review, modify or remove Content published by the User.
7.6. D-Agency is not liable to the User for any loss of information which the User publishes on or with the Services of D-Agency.
7.7. The User understands and agrees that:
a. The Services are provided "as is". D-Agency does not guarantee that the Services will accommodate or fulfill the User's purpose(s) for using them;
b. D-Agency does not guarantee that the Services will meet the User's requirements or expectations; that the Services will be uninterrupted, timely, secure or free from error; that any information obtained by the User as a result of his/her use of the Services will be accurate or reliable; that the quality of any product, information etc.
obtained by the User as a result of his/her use of the Services will meet the User's expectations; that defects in the operation or functionality of any software provided to the User as part of the Services will be corrected;
c. The User understands that he/she uses the information obtained through use the Services at his/her own risk;
d. D-Agency is not liable to the User for any direct or indirect losses which may be incurred by the User due to the availability or unavailability of the Services or the behavior of a third party concerning the Services;
e. The Services may include hyper-links to other websites or content or resources. The User acknowledges and agrees that D-Agency is not responsible for the availability of any such external sites or resources, for their content, and/or for any loss or damage which may be incurred by the User as a result of his/her use of such external sites or resources.
7.8. D-Agency makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or of how many users will click on said ads. In addition, for the avoidance of doubt, D-Agency does not guarantee the Service as per this agreement will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond D-Agency’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where D-Agency (or its wholly owned subsidiaries) or Your servers are located or co-located.
7.9. D-Agency makes no warranty, express or implied, including without limitation with respect to advertising, links, search, referrals, and other services, and expressly disclaims the warranties or conditions of noninfringement, merchantability, and fitness for any particular purpose to the extent ads, links, and search results are based on or displayed in connection with non-D-Agency content, D-Agency shall not have any liability in connection with the display of such ads, links, and search results.
8. OTHER GENERAL LEGAL TERMS
8.1. Unless the User has agreed otherwise in writing with D-Agency, all complaints, claims, requests, questions and other inquiries must be addressed to support@d-agency.
8.2. The Terms of Service (TOS) is a binding agreement between the User and D-Agency which regulates the User's use of D-Agency's Services.
8.3. When using D-Agency Services that are free, the user agrees that consumer protection laws are not applicable to the Terms of Service.
8.4. Nothing in the TOS can be recognized as an establishment of friendship, business partnership, employment, representative relations or any other sort of relationship between the User and D-Agency which is not directly described under the Terms.
8.5. If any part of the TOS is proved to the satisfaction of a jury as being invalid or as having a non-binding nature, the rest of the Terms of Service will still remain binding.
8.6. If the User (or any other users) breaks the Terms of Service and D-Agency does not act to protect its interests, this does not mean that D-Agency cannot decide to prosecute any offender in the future.
9. USER REGISTRATION OBLIGATIONS
9.1. In consideration of your use of the D-Agency Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the D-Agency Services under the laws of applicable jurisdiction.
9.2. As a condition to using Services, you are required to register with D-Agency and select a password and screen name (D-Agency User ID). You shall provide D-Agency with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your D-Agency account.
You may not (i) select or use as a D-Agency User ID a name of another person with the intent to impersonate that person; (ii) use as a D-Agency User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a D-Agency User ID a name that is otherwise offensive, vulgar or obscene.
D-Agency reserves the right to refuse registration of, or cancel a D-Agency User ID in its discretion. You shall be responsible for maintaining the confidentiality of your D-Agency password.
10.1. You agree not to disclose D-Agency Confidential Information without D-Agency’s prior written consent. " D-Agency Confidential Information" includes without limitation:
(a) all D-Agency software, technology, programming, specifications, materials, guidelines and documentation;
(b) click-through rates or other statistics relating to D-Agency and this Agreement; and
(c) any other information designated in writing by D-Agency as "Confidential" or an equivalent designation.
10.2. D-Agency Confidential Information does not include information that has become publicly known through no breach by You or D-Agency, or information that has been
(i) independently developed without access to D-Agency Confidential Information, as evidenced in writing;
(ii) rightfully received by You from a third party; or
(iii) required to be disclosed by law or by a governmental authority.
11. CONTENT LICENSE FROM THE USER
11.1 Unless agreed otherwise, the User retains the copyright and any other rights he/she already holds in the Content which he/she submits, posts or displays on or through the Services. The User is solely responsible for the use of Content which does not belong to him/her and for the breach of any third party copyright.
If the User is found to have published Content which does not belong to him/her, it will be removed at the first request of the owner of the content (or the person(s)/entity effected).
12. VIOLATION OF THE TERMS
12.1 The User is requested by D-Agency to report any violation of the Terms to email@example.com.The report should include as many details as possible. Hyperlinks to specific statements/comments would be the most significant and would hasten the processing of the report.
13. LIMITATIONS OF LIABILITY; FORCE MAJEURE
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE THIS AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION OR ACTS OF TERRORISM, EARTHQUAKE OR OTHER ACTS OF GOD, LABOR CONDITIONS, AND POWER FAILURES.
14. GOVERNING LAW & CONSIDERATION OF A CLAIM
14.1 All claims from a User(s) concerning his/her relationship with D-Agency will be considered in the follow way:
o a. If the User is certain that his/her rights or interests have been infringed upon due to the actions of D-Agency, then he/she is requested to send his/her claim to firstname.lastname@example.org. The personal information (e.g. name, surname, e-mail) which was provided during the User's registration should be included in the claim;
o b. The claim will be considered by D-Agency within 5 business days from the day the claim is received, and the User will be sent a letter from D-Agency with a decision on his/her claim. The letter will be sent by e-mail to the email provided by the User in the claim;
o c. In case the User is not satisfied with the decision for his/her claim, it will be considered according to these Terms of Service;
o d. Unidentified claims will not be considered. If personal information is included in the claim but it is impossible to identify the User on the basis of the information provided, then the claim will not be considered.
14.2. These Terms of Service, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the laws of the State of New York (USA) and any actions resulting to be performed within the State of New York, and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods.
The proper venue for any disputes arising out of or relating to any of the same will be the State and/or Federal Courts in New York County, New York. The prevailing party in any action arising out of this ToS shall be entitled to an award of its costs and attorneys' fees.
15. CHANGES TO THE TERMS
15.1. D-Agency may make changes to the TOS without notifying the User.
15.2. The changes to the TOS take effect 3 days after they are displayed at http://d-agency.net The changes can take effect later than 3 days after being posted, and in this case the details about when they will take effect will be provided.
15.3. The User understands and agrees that if he/she uses the Services after the date on which the Terms of Service have taken effect, D-Agency will treat his/her use of the Services as acceptance of the updated Terms of Service. If User does not agree with any changes made to the Terms, then he/she must stop using the Services immediately.
16. SPECIAL PROVISIONS APPLICABLE TO ADVERTISERS
16.1. D-Agency adopts the final decision concerning posting or non-posting of advertising and information materials of the Advertiser, including on the basis of the maximum amount of remuneration for publication of this or that advertising material.
D-Agency automatically performs notification about the necessity of demonstration of the respective advertising material of the Advertiser under the terms and conditions, agreed by the Parties.
16.2. The User may buy ads on D-Agency website. The following special terms apply to the User that places an order through D-Agency’s online advertising portal:
a. User’s ads should fully comply with D-Agency Terms of Service.
b. All payments will be calculated based on D-Agency’s tracking system.
c. D-Agency does not states or guarantees that the ads placed by the User will receive any number of intended clicks.
d. D-Agency is not responsible for the people that interact with User’s ads, and is not responsible for click fraud or other improper actions that affect the cost of running ads.
e. User can cancel the Order at any time through our online portal, considering that it may take up to 48 hours before the ad stops running. User is responsible for paying for those ads.
f. D-Agency can use User’s ads and related content and information for marketing or promotional purposes.
g. User will not issue any press release or make public statements about User’s relationship with D-Agency without prior written permission of D-Agency.
h. D-Agency may reject or remove any ad for any reason.
i. If User is placing ads on someone else's behalf, D-Agency need to make sure that User has permission to place those ads, including the following: User warrants having legal authority to bind the advertiser. User agrees that if the advertiser violates D-Agency Terms of Service, D-Agency may hold User responsible for that violation.
j. If payment is made in other currency than US dollar, the following rules of payment apply: - Currency exchange rate sets twice per day at 2:00 a.m. and 14:00 p.m. at Moscow time; - To calculate the rate of the parties we use the exchange rate according to the website http://www.cbr.ru. This rule does not apply for payments in U.S. dollars.
16.4. You agree that D-Agency may use Publisher’s name and logo in presentations, marketing materials, customer lists.
17.1. D-Agency adopts the final decision concerning posting or non-posting of advertising and information materials at the Publisher’s resource, including on the basis of the maximum amount of remuneration for publication of this or that advertising material.
D-Agency automatically performs notification about the necessity of demonstration of the respective advertising material at the respective network resource under the terms and conditions, agreed by the Parties.
17.2. The amount of funds that is less than USD 25 is not subject to be paid or refund by D-Agency.
17.4. You agree that D-Agency may use Publisher’s name and logo in presentations, marketing materials, customer lists.
No agency, partnership, joint venture, or employment is created as a result of the Terms of Service and you do not have any authority of any kind to bind D-Agency in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
D-Agency shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond D-Agency's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).
The Terms of Service is not assignable, transferable or sublicensable by you except with D-Agency's prior written consent. D-Agency may transfer, assign or delegate the Terms of Service and its rights and obligations without consent. Both parties agree that the Terms of Service is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Service, and that all modifications must be in a writing signed by both parties, except as otherwise provided here in.
This ToS was first published and made effective on January 31, 2014.