Terms and Conditions
The following Terms and Conditions are made and entered into by and between YomiADS COOPERATIVE a company incorporated under Dutch law, and acting under the trade name YomiAds, and the party (Publisher/Advertiser/Client) using or purchasing the Services from YomiAds (hereinafter: “Client”) and shall apply to any of the Services (as defined below). And from time to time the Services amended to include additional offerings as aligned to by YomiAds and the Client in service of their mutual interest.
By signing up, registering or otherwise enrolling (including but not limited to a written agreement, and/or online registry via a domain owned by or controlled by YomiAds) the Client and its agents, representatives, employees and any other person acting on its behalf with respect of the use of the Service(s) shall be bound by – and agrees to be bound by – these YomiAds Terms and Conditions. The applicability of terms and conditions presented by the Client are hereby explicitly rejected.
The registration form, the sign-up information, and any additional communications confirmed in writing, together with these Terms and Conditions and the Code of Conduct (as defined below), collectively form the Agreement between the Client and YomiAds (the “Agreement”). Any changes or additions to these Terms and Conditions shall only be valid once agreed upon with YomiAds and confirmed in writing only by an individual of signing authority by YomiAds and the Client. No other persons shall act on the behalf of or be seen to be representing YomiAds, unless it is explicitly noted in writing that such permissions have been given.
1 Definitions
In these Terms and Conditions, the following definitions shall have the following meaning: “Ads”: email content, banner ads, social ads, buttons, pop-ups, pop-unders, co-registrations, lead generations, hypertext or other links, widgets, works of authorship, promos, content scripts, add tags, silver bullets, site skins, promotional and any other advertising material and any kind of commercially sponsored or related content, related to Advertiser and/or a specific Campaign.
“Advertiser”: a legal person or natural person acting in the course of a profession or a business, that wishes to engage YomiAds to provide the Services via its network of Publishers. “YomiAds”: YOMIADS COOPERATIVE, a company where the owners of the corporation or members of the cooperative are not personally responsible for the debts the company incurs, incorporated under the Dutch laws, acting under the trade name YomiAds, having its registered place of business at registered place of business at Stadhouderskade 5, 1054 ES Amsterdam, Netherlands.
“Statistics” or “Stats”: interpretation of collected data related to the Conversion, at the sole discretion of YomiAds, on the basis of affiliate tracking software tools.
”Publisher”: any legal person or natural person acting in the course of trade (and including its agents, representatives, employees or any other person acting on its behalf) that signed up, registered or enrolled on YomiAds affiliate network to provide (part of) the Services.
“Publisher Account”: the online account provided by YomiAds to the Publisher.
“Artificial Traffic”: a collective term, also known as fraudulent traffic, for invalid Conversions, which may originate (for example without limitation) from automatic openings, spiders, robots, requests in email or chat rooms, script generators, placing links on websites other than those informed and clicks which are not generated by a browser or clicks which are not preceded by an active act of a true visitor who wants to reach a specific website.
“Campaign”: an advertisement campaign of an Advertiser accessible via a specific Landing Page. “Click”: The action wherein an Ad is clicked on with the result that the Landing Page is fully loaded.
“Code of Conduct”: the general compliance rules for Publisher in connection with the performance of the Service(s), accessible via YomiAds’ website (Code of Conduct).
“Commission”: the commission fee per Conversion minus Artificial Traffic as outlined by YomiAds statistics and confirmed to the Publisher to be paid by YomiAds to the Publisher, as detailed below.
“Confidential Information”: all non-public information disclosed (whether in writing, orally, electronically or otherwise) by YomiAds to Client before, during and after the Agreement whether marked or otherwise designated or noted as ‘confidential’ or ‘secret’, or by its nature should be considered confidential at the time of disclosure, thereby including, without limitation: processes, methods, formulae, technical information, information in tangible or intangible form relating to and including released or unreleased software, marketing or promotional activities, business policies or practices, business relations and pricing/financial information.
“Consultation”: direction provided to the Client in the best interest of the Client’s business on the basis of the experience of the YomiAds team and their access to data and business intelligence at the time of such direction.
“Conversion”: an action upon which the commercial deal is based, for example, if the commercial deal is: CPM (Cost Per Mille), CPA (Cost Per Action), CPC (Cost Per Click), CPL (Cost Per Lead), CPD (Cost Per Download), CPPU (Cost Per Paying User), CPAU (Cost Per Active User), CPI (Cost Per Install), CPS (Cost Per Sale), or involves the defined compensation for an act generate by YomiAds on behalf of the client.
“Country”: countries/regions defined and specified in the Insertion Order where the Campaign is advertised.
“Effective Date”: the date of acceptance of the Client by YomiAds as a client of YomiAds. “Event”: a measurable instance defined by YomiAds and/or the Client that will denotate a payable or unable instance, but will provide intelligence as to the success of a Campaign or the Ads. “Goods”: the physical, produced objects outlined as the compensation for a desired action, whether it be a purchase, contest entry, data request, or otherwise.
“Insertion Order”: agreement relating to the advertisement of a Campaign specifying the specifics (details, goals, and requirements) of an Advertiser’s campaign.
“Intellectual Property Rights”: all intangible, intellectual, proprietary and industrial property rights, worldwide, whether registered or unregistered, including, but not limited to: (a) all trademarks, service marks, trade names and logos; (b) all copyrights, moral rights, and other rights in works of authorship, including images and content, and including copyrights in software (source code); (c) all database rights, (d) all patents or utility models; (e) all designs and drawings; and (e) all other rights in or connected to (technical) know how or trade secrets.
“Landing Page”: the URL related to a Campaign and which embeds a tracking code provided by YomiAds to measure the Conversion.
“Medium”: the platform or vehicle utilized to display content or Ads.
“Service(s)”: the targeting services provided by the Client in order to generate and/or improve conversion and collect data to optimize a Campaign by means of (without limitation) distributing within its medium the Ads. And inclusive of any additional services which may include, but not be limited to, Consultation of the set up and optimization of the Landing Pages, Technical services that may include the development and management of Landing Pages, Consultation pertaining to the Client’s business generally, and/or the management of the Client’s relationships where entered into and agreed upon by both parties including but not limited to the management of Publishers, banking institutions, creative services, partnerships, development support and any others not outlined but deemed suitable and to the mutual benefit of both parties throughout the course of the relationship.
“Safe”: used to describe any situation in which the business is perceived to not be in a position of potential risk that could occur from, but is not limited to, improper business practices, negative brand associations, financial implications, fraudulent practices, or otherwise. This term is not defined by reality, it extends to include the ‘perception’ of risk and is used not only in context of YomiAds business but in context of YomiAds business associates, vendors, suppliers, and any other partners which YomiAds is engaged with.
2 YomiAds Service
2.1 From the Effective Date, Client agrees to accept and pay for, any and all Services outlined and agreed to with YomiAds. However, the Service(s) shall only be rendered if and when the Client is accepted by YomiAds. YomiAds reserves the right to deny a Client for any reason and is not obligated to inform the Client of the reason of rejection.
2.2 In order to perform the Service, YomiAds is allowed by the Client to, without limitation:a) use the Provided URL in order to create the Tracking Codeb) generate derivative URLs for Publishers (in order to, without limitation, target the Country) (the “Derivative URL”)c) deploy/utilize the Tracking Code for further use of internal real-time statistics for accurate and real-time reconciliation with the Client and Publisher.
d) access and leverage any and all business materials required to deliver additional Services as outlined above or agreed upon by both parties.
Client hereby allows YomiAds and the Publisher to place (links with) the Derivative URL on their Medium.
2.3 Client agrees that he will not alter the Tracking Code or remove or alter the location of the Tracking Code. If Client alters, removes, disables or moves the Tracking Code, Client will be obligated to pay YomiAds for all estimated Conversions generated during this period, based upon the historical earnings/conversions. Client agrees that Client will place the Tracking Code on a Landing Page and that this Landing Page does not contain the Tracking Code or tracking method of a third Party.
2.4 The Client is responsible for placing and maintaining the Tracking Codes on the proper Landing Pages and Events as per the instructions of YomiAds. In the event that somehow the Client does not place the Tracking Codes adequately, YomiAds is entitled to compensation based on historical averages of the performance of similar Landing Pages or compensation based on the top 25% of EPCs paid by the Client for such Landing Pages and to suspend the Service immediately. Suspension of services will not discharge the Client of the obligation to pay outstanding invoices to YomiAds before, during and after the suspension and invoices relating (partially) to the historical earnings/conversions/or Terms as described in article.
2.5 YomiAds has the right to suspend the Service; for example, in the event that one of the following situations occurs and for at least the duration of this situation and the duration of its resultant effects:a) The Provided URL is not properly provided to YomiAds. Client shall make sure that the Provided URL is correct and shall remain valid for the time period relevant to the Campaign and inclusive of an additional period of 1 (one) month from the termination of the Insertion Order.b) The Client’s company name, tax number, address and contact persons are not filled out properly in an Agreement. Or are deemed to be invalid based on checks performed by YomiAds, and proof is not provided (upon request) as to the validity of the corporate and/or contact information listed.c) The Agreement is not filled out properly and/or the Agreement is not signed by an authorized person.d) The Client has not fulfilled its payment obligations, including without limitation the obligation to make a prepayment.
2.6 YomiAds undertakes to monitor and register the Traffic generated on the Mediums of the Publishers.
2.7 The Service may be modified, amended, changed or terminated by YomiAds for practical reasons at any time upon written notice (including email, or chat) to the Client. In the event that the Client does not accept the modifications, amendments and/or changes, the Client shall immediately cease to use the Service and will immediately notify YomiAds, so that YomiAds can pause or terminate the Service.
3 Security
3.1 In the event that Client detects Artificial Traffic, Client will inform YomiAds immediately by written notice (including email, or chat) and provide a report as proof of the Artificial Traffic. YomiAds will only investigate an addressed issue regarding Artificial Traffic detected by Client within 10 (ten) days of the date of the thereto relating invoice. After these 10 days have passed, the invoice is deemed to be accepted totally without the right of the Client to address issues regarding the inaccuracy thereof (including on the basis of suspected Artificial Traffic).
4 Payment and Disputes
4.1 YomiAds will request Client statistics via email, Skype, Telegram or any other communication system usually used between the two companies on a weekly, monthly or bi-monthly basis depending on the billing cycle, or otherwise as required on an adhoc basis. When requested, the Client is required to deliver the stats within 24 hours of the request by YomiAds or to supply a login to their platform in order for YomiAds to check statistics to confirm invoice details. Where Publishers are entitled to receive a Commission from YomiAds, the Publisher acknowledges and accepts that YomiAds will invoice the Commission for the provided Services to itself on behalf of the Publisher. And that YomiAds Statistics will comprise evidence for the calculation of the Commission, regardless of the Publisher’s right to provide evidence of the contrary. In this respect the Publisher also acknowledges and accepts that YomiAds shall implement and use tracking code software tools to monitor and register traffic and Conversion and potential Artificial Traffic generated on or via the Landing Page(s) of the Publisher. Payment is done on a per Client basis according to the outlined payment terms which may include but are not limited to the cadence, net, and threshold. Payment terms are provided and confirmed in writing at the outset of the relationship and may be amended for time to time when confirmed in writing by YomiAds and/or requested by the client and confirmed by YomiAds.
4.2 In the event that Client wishes to dispute the accuracy of an invoice, the dispute must be made evident immediately upon receipt of the invoice but in no event later than within 3 business days of the invoice date. If no disputes are made by Client regarding the invoice within 3 business days, the invoice will be deemed to be accepted by Client.
4.3 The quality of the Service in a subjective sense and the fact that the invoice is based on Statistics provided by YomiAds shall never be a reason for a dispute.
4.4 In the event that payment is due and not received by YomiAds within the terms of the billing cycle, the Client will be determined to be in breach of the Agreement. YomiAds has the right to suspend the Service immediately from this point on. YomiAds will send Client a notification of breach with a remedy period of 7 days (notification will be sent by email, or chat). If payment is received within 7 days of the date of the notification of the breach, YomiAds will resume the Service if it deems Safe to resume. If payment is not received within the remedy period of 7 days, YomiAds has the right to terminate the Agreement in accordance with the Terms and Conditions. Client will be liable for and shall reimburse YomiAds for any costs endured and/or damages related to the late or non-payment by Client. Furthermore, YomiAds has the right to demand prepayment by Client in the future or alter the payment conditions in any manner.
4.5 In the event that Client has activated a monthly budget, Client shall make an effort to notify YomiAds by email when 80% of the budget is spent. This Article is not applicable in the event of a test budget as stipulated in the Insertion Order.
4.6 In the event of an over-delivery of the budget agreed upon in the Insertion Order of 10% or less, Client shall pay the invoice including the over-delivery.
4.7 YomiAds actively monitors traffic for deceptive or fraudulent activity as outlined in Appendix A including but not limited to the use of Artificial Traffic.
4.8 Copyright infringements:
Clients will be solely responsible for the development, operation, and maintenance of their content, website, socials and all other Medium or vehicles for which materials appear, including but not limited to their own content, and/or any content leveraged for the development of Campaigns and/or Ads. Such responsibilities include, but are not limited to, the technical operation of the website and all related equipment; creating and posting product reviews, descriptions, and references on the Client’s website or traffic vehicles and linking those descriptions to the program site; the accuracy and propriety of materials posted on the Client’s website; and ensuring that materials posted on the website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. YomiAds disclaims all liability and responsibility for such matters.
4.9 YomiAds may choose, at its discretion, to offer an incentive or referral program to specified partners for the referral of Clients or additional business. The terms of these agreements will be outlined on a case-by-case basis and confirmed in writing from YomiAds to the referrer and will include, but are not limited to, the compensation structure, and payment terms. It must be noted that referral compensation will only ever be applied to Conversions that have been paid for by the Advertiser. Should the referred violate any of the Policies outlined here including but not limited to Artificial Traffic, fraudulent or misleading business practices, or other, the referrer will forfeit its entire commission for all programs and its account may be terminated. If determined to have been referred with the intention of harming YomiAds business, the referrer may face additional legal action. Referral fees may also be held to cover any damages faced by YomiAds or its Clients.
5 Obligations
5.1 The Client is responsible for ensuring that any information provided to YomiAds including but not limited to the state of their business, business practices, the Agreement, and/or the provision of Service shall be true, accurate and complete. This includes that (the Content of) the Campaign and/or Ads shall be in compliance with any and all applicable laws and regulations in the countries where the Campaign and Ads will be advertised and do not contain false, untrue or misleading information. And that (the Content of) the Campaign and/or Ads, thereby including the products and/or services offered therein, shall not infringe upon the (intellectual) property rights of any third parties. And that (the Content of) the Campaign and/or Ads shall not be discriminating, offensive, inappropriate or prohibited in any way. And that (the Content of) the Campaign and/or Ads shall not be in violation of any whitelist directives or conflict with the brand and/or violate any brand protection directives. And to adhere to and comply with the obligations set forth in the Code of Conduct. The Client shall act in compliance with any and all applicable laws, regulations (amongst others in relation to privacy) and/or industry codes (where applicable, e.g. for dating industry). And YomiAds will not be held liable for (the Content of) the Campaign and/or the Ads.
5.2 From time-to-time YomiAds may require additional information to validate Service Agreements. During this time YomiAds may request (without limitation) bank statements, incorporation and/or tax documents, as well as documents required to establish validity including but not limited to, and including, a KYC check requiring the provision of a valid driver’s license or other documentation. The Client agrees to provide such documentation upon request. Failure to provide such documentation will result in the immediate suspension of Services and a termination of any and all Agreements.
5.3 In the event that YomiAds (in its role as intermediary) receives a ‘notice and takedown’ and/or complaint request (for alleged unlawful or inappropriate content) from a third-party regarding Ads and/or Content placed by the Client, YomiAds will inform the Client thereof and will request immediate appropriate action from the Client to rectify the situation. YomiAds is entitled to request additional information from the Client to ensure the due performance by the Client of its obligations under the Agreement.
6 Prepayment
6.1 In the event that Parties have agreed on a Prepayment for 1 or more Campaign, the following applies:
If the Agreement is terminated by the Client in part or in whole, the Prepayment related to the terminated aspect of the Agreement is non-refundable.
7 Intellectual Property Rights
7.1 YomiAds owns or has the rights to all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to YomiAds, the Service, or software necessary for the Service.
7.2 Client holds YomiAds harmless from and indemnifies YomiAds against any claims from any third party relating to infringement of Intellectual Property Rights.
7.3 Client hereby grants YomiAds the right to use the Intellectual Property in order for YomiAds to fulfill its obligations under the Agreement.
8 Limits on YomiAds Liability
8.1 In no event will YomiAds or any of its subsidiaries, publishers, partners, licensors or suppliers be liable for any direct, indirect, consequential, punitive, special or incidental damages resulting from, arising out of or in connection with the performance or use of, or inability to perform or use the Service, even if YomiAds has been advised of the possibility of such damages, except to the extent that such damages arise directly and solely from wilful misconduct or gross negligence on the part of YomiAds.
8.2 In no event will YomiAds be liable for defects in the products and/or services offered in the Campaign or Ads, interruptions or inaccessibility to the Service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in the Service to the Client software and/or the Client’s website or other; or for any damage caused thereby. Additionally, YomiAds has no control over, and shall therefore not be liable for, the lawfulness of the (Content of the) Campaign and Ads. Nor does it guarantee the success of such Campaigns and Ads.
8.3 In no event will YomiAds be liable for any damages caused by a Client to a third party whether from a breach of the Terms and Conditions, or otherwise.
8.4 If and to the extent any exclusion or limitation of liability or disclaimer of warranty set out in this Clause shall not be allowed under applicable law, such exclusion, limitation or disclaimer will not apply to the Client, but only to the extent it shall not be allowed. In such case, such exclusion, limitation or disclaimer shall be limited to the extent required by applicable law.
8.5 Except to the extent that liability cannot be limited under applicable law, any and all liability of YomiAds is limited to the amount paid out, if any, under its liability insurance coverage in the matter concerned. In the event and to the extent that no monies are paid out under its liability insurance for whatever reason, any and all liability of YomiAds shall be limited to a maximum amount of $5,000 (five thousand Canadian Dollars).
8.6 In any event, a claim on YomiAds shall lapse in case YomiAds did not receive written notice of such a claim no later than within 12 (twelve) months after the earlier of (i) termination date of the Agreement, (ii) the discovery by the Advertiser of an event or circumstance that gives or may give rise to that claim or (iii) the moment that the Advertiser could have reasonably discovered an event or circumstance that gives or may give rise to that claim.
8.7 The Advertiser shall indemnify and hold YomiAds, its subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys harmless from and against all third party claims, damages and/or costs (including legal costs) that arise from breach with one or more of the representations and warranties set forth under these Terms and Conditions including claims made on the basis of Intellectual Property Right Infringement in relation to the Campaigns, unless such claims directly result from willful misconduct or gross negligence by YomiAds.
9 Term and Termination
9.1 The Framework and/or an Agreement shall come into force on the Effective Date upon execution thereof by both YomiAds and Client and shall remain in effect until terminated as per this section.
9.2 The Client is entitled to terminate an Agreement for any reason in writing, taking into account a notice period of 1 (one) month.
9.3 YomiAds is entitled to terminate this agreement at any time, for any reason in writing, taking into account a notice period of 1 (one) day, unless it has been determined that an un-Safe instance has occurred, in which case YomiAds reserves the right to terminate the Agreement with immediate effect, in which case the Client will be required to cover any addition Conversion or traffic cost that is incurred up until the end of the next business day (24 hours), while arrangements are made.
9.4 Client may elect to pause a Campaign at any time, in which case YomiAds will inform the Publisher of this request. The effectuation of the pause will normally not take effect before a period of 1 (one) business day. During this period, the Agreement is still in effect and all Conversions must be paid.
9.5 YomiAds is entitled to (at its discretion) terminate the Agreement or suspend the Service regarding one or more Campaigns in writing (including through email or chat) for any reason, without limitation, in the event that: (i) YomiAds considers the Client or the content of his website inappropriate in any way; (ii) Client acts fraudulently or illegally in any way or the Client tries to influence the Tracking Code on their website or Client in any other way breaches any of the provisions of this Agreement; (iii) Client does not comply with any applicable law or regulation; or (iv) at YomiAds sole discretion; (v) the Client does not provide any materials or access necessary for YomiAds to deliver additional Services as aligned to in an efficient manner; or (vi) a manner in which causes significant delays in timelines and an over investment in time by YomiAds.
9.5 The Agreement may be terminated by either Party upon written notice to the other Party if the other Party breaches any material obligation provided under the Agreement and the breaching Party fails to cure such breach within the reasonably given remedy period. Either Party may forthwith terminate the Agreement immediately if the other Party is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of creditors, goes into voluntary or compulsory liquidation, has a receiver or administrator appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the other Party.
9.6 Effect of Termination. Client must cease to use the Service and YomiAds will disable the Service upon conclusion of an Agreement Termination for whatever reason. This action will not discharge the Client from the obligation to pay all outstanding invoices.
9.7 Termination of the Framework Agreement may be done by YomiAds, taking into account a notice period of 1 (one) month. Termination of the Framework Agreement will not affect ongoing Agreements and the Framework Agreement will remain in effect for the ongoing Agreement until termination thereof.
10 Consent and Confidentiality
10.1 Client consents to the publication of Client’s name and web address and other information relating to Client on YomiAds’ corporate website (Yomiads.com). Client also consents to YomiAds sending newsletters and other information to Client’s email address and to use of information provided by Client for marketing purposes.
10.2 Where one party is receiving information from another party, the receiving party shall keep confidential all Confidential Information from the disclosing party, and the content of any communication between the parties (as the case may be) in connection with the Agreement and/or the Services.
10.3 With respect to the Confidential Information, the receiving party: (i) shall not use or disclose such Confidential Information for any purpose except as necessary to fulfill the Services, or other obligations under the Agreement, or as required by law; (ii) shall limit access to the Confidential Information solely to employees, agents or any other person who need to obtain such access to fulfill the Services or any other obligation under the Agreement, and (iii) shall require its employees, agents and other persons who have access to the Confidential Information to abide by confidentiality obligations.
10.4 The receiving party shall be liable for any breach of the confidentiality obligations under this Clause by any of its employees, agents or any other person who obtained access to the Confidential Information.
10.5 Confidential Information shall not include information that is or has become publicly available through no fault of the receiving party or that was or has been rightfully and independently developed or obtained by the receiving party free from any duty of confidentiality.
10.6 Clients shall at all times be independently responsible for compliance with applicable law and regulations, including applicable law relating to the collection, processing and transfer of personal data such as the General Data Protection Regulation (“GDPR”). The Client acknowledges that it shall act as an independent “controller” within the meaning of the GDPR. The Client shall indemnify and hold YomiAds harmless from and against any and all third-party claims, damages, losses, costs or expenses or any damages or costs awards sustained or incurred by YomiAds in connection with any complaint made against YomiAds under GDPR and similar legislation anywhere outside the Netherlands as a result of Client’s failure to obtain the necessary lawful ground for processing any personal data.
11 General
11.1 Data and Cookies. Client hereby undertakes to comply with all applicable Canadian and national laws and regulations in force including, but not limited to, the GDPR. YomiAds is allowed to place cookies. These cookies placed by YomiAds are valid for at least 30 days after the first visit of the visitor. If the Client places cookies, the Client shall ensure they obtain all required consents from any user or person to place cookies and/or to process (personal) data or supply personal data to third parties for any purpose. YomiAds has the right to collect data on behalf of the client, including but not limited to personal data in anonymous form. In the event that YomiAds does need to collect personal data, the use of YomiAds website, or other properties will be serve as the granting of permissions to collect such data and will be determined to be in effect upon request by the Client to YomiAds in writing (either by email, or chat); YomiAds will always be considered as processor and Client will be considered as controller. Client guarantees that they are compliant at all times with applicable law relating to the collection of personal data, including and without limitation compliance under the applicable law and regulations of the respective Countries; and that Client will inform YomiAds of specific laws and regulations of Countries, as to enable YomiAds to comply with these laws and regulations. Client holds YomiAds harmless from and indemnifies YomiAds against a claim from any third party relating to this section.
11.2 If Client is a natural person, he or she must be at least 18 years of age. If Client has not reached the age of 18, a parent must give their explicit written consent regarding the (attempted) registration to YomiAds’ Service and must sign the Agreement on behalf of the minor. The (attempted) registration to the YomiAds Service or signing of the Agreement by a Client under the age of 18 without parental consent is ineffective and void.
11.3 Client warrants that the information furnished to YomiAds regarding him- or herself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. Client must notify YomiAds immediately by email of any changes in the information.
11.4 In the event that the Client is a private company with limited liability or a public limited company, YomiAds must be provided with Client’s full registered name, company registration number, registered office, trading address, and tax number.
11.5 YomiAds Terms and Conditions may be amended by YomiAds at any time. Such amendments shall be effective upon announcement thereof on the YomiAds website or notification to the Client. By continuing to use the Service after such announcement or notification, Client will be deemed to have accepted such amendments. Should the client wish to dispute or reject the amendments, the Client is required to notify YomiAds in writing within 7 days of the change. At which point if new terms cannot be aligned on within 7 days of the notification, the relationship will be terminated. By continuing to use the Services after receipt of the notification, the Client will be deemed to have accepted the amended Terms and Conditions for the duration in which the Service is performed, or in perpetuity, whichever comes first.
11.6 Severability. If any provision of the Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
11.7 Assignment of the Agreement. The Client may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of YomiAds.
11.8 Localization. Client agrees that the Campaign shall be localized properly. Client guarantees that the Campaign and the Ads are in accordance with the following minimum requirements: The Campaign and Ads (i) are translated in the correct languages, applicable for the Countries; (ii) are in complete conformity with any and all national and state laws and legislation of the Countries; (iii) are in complete conformity with any and all regulations of anybody charged with the enforcement of a (statutory) regulation, including without limitation regulations applied by rating bodies (e.g. ESRB, etc.) (iv) are provided with applicable age-gating. Client holds YomiAds harmless from and indemnifies YomiAds against any claim from any third party relating to the aforementioned guarantees and on any other grounds. Regardless of statements made herein or implications drawn from statements made herein, YomiAds always reserves the right to reject a Campaign for any reason at its own discretion.
11.9 Any changes to Agreement must be mutually agreed upon between Parties in writing (including via email) before they have effect.
11.10 A decision by YomiAds to not invoke its rights does not constitute a waiver of these rights.
11.11 Nothing in the YomiAds Terms and Conditions or in any Agreement made with YomiAds shall create or be deemed to create a partnership or relationship of employer and employee between YomiAds and Client.
12 Applicable Law
These YomiAds Terms and Conditions and all Agreements shall be governed by, and are construed in accordance with Dutch laws.
12.1 If any dispute arises out of the Agreement that cannot be resolved according to the Agreement or these YomiAds Terms and Conditions, and if the dispute cannot be settled amicably, the dispute will be brought before the Dutch Courts. Parties explicitly agree to the jurisdiction of the Dutch courts.
APPENDIX A: Deception or Fraud Policy
YomiAds actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by YomiAds’ sole discretion, Publisher’s account will be made inactive pending further investigation and/or Advertiser’s accounts will be suspending.
Publisher accounts are flagged for the following reasons, among others not listed herein: Delivering click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of YomiAds.
Having ONLY click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported. Showing fraudulent leads, as determined by the Advertisers. Using any incentives to procure clicks/sales or leads. Using content locking to procure clicks/sales or leads. Providing leads obtained other than through intended consumer action. For instance, the use of phone books, or similar such compilations of personal data, to complete lead generation forms shall be considered fraudulent behaviour. Using fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs shall be considered fraudulent behaviour.
If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by YomiAds or use of sites in coregistration campaigns that have not been approved by Advertiser), as determined solely by YomiAds, the Publisher will forfeit its entire commission for all programs and its account will be terminated at a minimum, and if determined to be egregious in nature, may face additional legal action if YomiAds or the Advertiser deems pertinent. If Publisher is notified that fraudulent activities may be occurring on its Medium, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to YomiAds, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities.In addition, in the event that Publisher has already received payment for fraudulent activities, YomiAds reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher.
Advertiser accounts are flagged for the following reasons, among others not listed herein: Intentionally defrauding the consumer, and misleading YomiAds in the acquisition of Conversions. Including but not limited to its obligation to deliver on the Services or Goods outlines in the Campaign.