Terms of Service
The given Agreement is concluded between the Company PlatformIO LLC, registered and conducting activities in the Republic of Belarus on the one hand, and the User that expressed his will to receive the Service under the Agreement and accepted obligations under the Agreement without reservations and to the full extent by following the link "I ACCEPT" under the text of the Agreement, on the other hand, have reached a complete and legally binding agreement as follows:
1. Terms and Definitions
1.1. The Contractor is the Company PlatformIO LLC, which is the owner of the Software.
1.2. The User is the person entering into the present Agreement by following the link "I ACCEPT" under the text of the Agreement, whose name, address and bank account details are stated by this person directly at registration on the Official Website. Change of the address or the State of registration or activity of the User shall not constitute the ground for termination or revision of the Agreement, with the exception of cases when legislation of the state of the new registration and activities of the User prevents the User from performing obligations under the Agreement.
1.3. The Advertiser is the User, which uses the Software for placing its advertisements on third-party Internet pages and mobile apps.
1.4. The Publisher is the User, which uses the Software for placing third-party advertisements on the Internet page or mobile app of the Publisher.
1.5. Ad Network is the User, which uses the Software for operating its own ad exchange platform.
1.6. The Official Website is the website where the Software is published. The official website on the date of conclusion of the Agreement is https://admachine.co/.
1.7. The Software is the computer program "AdMachine".
1.8. The Client is any person provided with the opportunity to file Application Forms by the Ad Network.
1.9. The Application Form on Advertisement is the application form completed in the order specified by the Contractor filled in by the Client or the Advertiser directly on the Official Website for placing advertisement of the Advertiser or the Client on third-party Internet pages and mobile apps.
1.10. The Application Form on Publication is the application form completed in the order specified by the Contractor filled in by the Client or by the Publisher directly on the Official Website for placing third-party advertisement on the Internet page or mobile app of the Publisher or the Client.
1.11. The Service is the opportunity provided by the Contractor to the User on online use of the Software published on the Official Website.
1.12. The Personal Account is the personal account of the User in the automated billing system of the Contractor where all transactions are recorded by the Contractor. The Personal Account is not a settlement account or a bank account.
1.13. The Account is the User’s individual Official Webpage access parameters where the User manages the scope of the Services provided to him, receives information on his Personal Account balance and performs other activities on the Official Website that are relevant to provision of the Service.
1.14. Selection is automated procedure of selection conducted with the use of the Software in the course of which
a. It is determined what website of the third person is the most relevant to the Application Form on Advertisement and where the advertising shall be placed.
b. It is determined what third party’s advertisement is the most corresponding to the conditions of the Application Form on Publication and space on the relevant website or mobile app for the third party’s advertisement placement is provided.
1.15. Contractor’s Reporting System is an automatic system used by the Contractor to evaluate factual amount of the Services consumed by the User as well as its overall (final) cost.
2. Subject of the Agreement
2.1. The Contractor undertakes to provide the Service to the User within the term of validity of the Agreement.
2.2. The User acknowledges that provision of the Service will be executed online via the Internet global network. The Software and/or its components shall not be installed on any servers or any other computer devices belonging or controlled to/by the User or the Client except for auxiliary files ensuring identification of the User or the Client or coordinating interoperability of the equipment of the User or the Client and the Software.
2.3. In order to avoid apprehensions the Parties reaffirm that the Agreement constitutes a service rendering agreement, and the Agreement is concluded on the basis of the principle Software as a service (SaaS), therefore neither the User nor the Client possesses any rights on the Software (neither vested interests nor non-property rights, or any other rights).
3. General Payment Terms. Transactions.
3.1. The currency of funds on the Personal Account is US Dollar. All payments to the Contractor for crediting the Personal Account shall be made in US Dollars. Preliminary conversion of any other currency to US Dollars shall be conducted by the User, bank or payment system, however in any case the Contractor shall not be liable for such conversion, its correctness, nor shall he bear any expenses occurred in connection with such conversion.
Crediting of the Personal Account is executed in the amount transferred to the bank account of the Contractor.
When the Contractor makes payments in to the User the Personal Account is debited in the amount equal to the amount debited from the bank account of the Contractor for the payment regardless of the amount that was received by the User with the deducted commissions and remuneration of any third persons incurred during transactions.
All commissions and fees charged by banks, payment systems or other financial institutions participating in transactions between the Contractor and the User and (or) securing such transactions are paid by the User or from the funds transferred to the User regardless which Party initiated the payment.
3.2. The Personal Account may be credited by the User, the Client or any third party to the Contractor’s bank account by one of the means stipulated on the Official Website. All payments to the Contractor shall be made with indication of the Personal Account. All payments made to the Contractor by the Client or any third person to the Personal Account shall be considered as payments made by the User.
3.3. The Personal Account is debited:
3.3.1. in case a Service requiring payment is requested;
3.3.2. in case the User requires refund;
3.3.3. in other cases stipulated in the Agreement.
3.4. The Parties confirm their understanding that the Selection results show the most precise coincidence of Application Form on Advertisement to Application Form on Publication that are determined by the Software.
3.5. Provided that the Personal Account balance is positive and exceeds Minimal withdrawal amount the User is entitled to request the Contractor to refund him the funds in the amount equal or exceeding the Minimal withdrawal amount. In this case, the Personal Account is debited in the amount requested by the User for the refund from the moment the Contractor receives the User’s refund request.
The Refund request is sent from the Account on the Official Website. The request is considered received by the Contractor when all data necessary for refund and stated on the Official Website is provided by the User and is confirmed by the User by means stipulated on the Official Website.
The Contractor shall complete the refund within 30 (thirty) days from the date he receives the User’s request is received.
The right of the User to request the Contractor to refund him the funds in accordance with this paragraph does not apply to the Advertiser.
3.6. The Parties agree that the Software data and Contractor’s Reporting System is the only due means to determine the amount of funds subject to crediting or debiting to/from the Personal Account. The Contractor shall use the services of a notary or another credible person to record and (or) confirm such data on the specified moment for resolution of contingent disputes or disagreements with the User. In case such a person is addressed data disclosure to this person shall not be considered violating the Agreement or other obligations of the User on ensuring information confidentiality.
3.7. The User is warned and agrees that situations may occur from time to time when his pre-payments do not cover all spending connected with provision of the Services such as User’s usage of push-traffic etc. In such cases the User shall credit its Personal Account in order to cover the resulting difference within 7 (seven) calendar days from the date of notifying by the Contractor (NET 7). And the Contractor is entitled to debit Advertiser’s Personal Account for the sum of covering the difference. If the User defaults the obligation to cover the difference to the term specified in this paragraph, the Contractor is entitled to collect from the User a penalty fee of 1% (one percent) of the overdue amount for each day of delay by debiting User’s Personal Account.
4. Special Terms for Advertiser
4.1. The Service is rendered to the Advertiser on a free basis, unless otherwise provided on the Official Website with regard to additional services for Advertiser.
4.2. The Advertiser himself controls his Personal Account and ensures positive balance on the Personal Account that shall be sufficient for debiting the price in order to place its advertisements on third-party Internet pages and mobile apps. The Advertiser shall ensure transaction of the funds to the Contractor for crediting its Personal account.
4.3. The Advertiser’s Personal Account is debited when the Advertiser’s advertisement is placed on a third-party website or mobile app under his Application Form. The amount of such payment is calculated on the basis of Selection.
4.4. The Advertiser is not entitled to request the Contractor to refund him the funds in the amount equal or exceeding the Minimal withdrawal amount as described in para. 3.5 hereof. Such refund may be given only in extraordinary occasions determined at the Contractor’s discretion only.
5. Special Terms for Publisher
5.1. The Service is rendered to the Publisher on a free basis, unless otherwise provided on the Official Website with regard to additional services for the Publisher.
5.2. The Publisher’s Personal Account is credited for third persons’ advertising on the internet site or mobile app of the Client within 35 (thirty five) calendar days from the moment of placing the relevant ad (NET 35). The amount of such payment is determined by Selection, but may be reduced if the Contractor receives complaints regarding quality of the traffic or any other issue from persons whose ads were placed at the Publisher’s Internet site or mobile app, and the Contractor decides whether such complaint is reasonable.
6. Special Terms for Ad Network
6.1. The Service is rendered to the Ad Network for a period of 1 (one) calendar month exclusively under the conditions of advance payment in the amount specified on the Official Website which will be automatically charged from the Ad Network’s Personal Account each month. In case the funds on the Ad Network’s Personal Account are insufficient for the full payment for the Service for the relevant month, such Service shall not be rendered to the Ad Network. The Ad Network acknowledges that the cost of the subscription for the Service (the amount of advanced payment for each month) may be changed by the Contractor unliterary with prior notice of the Ad Network.
6.2. The Ad Network controls his Personal Account himself and ensures positive balance which shall be sufficient for debiting the price for the Service from it. The Ad Network shall ensure transaction of the funds to the Contractor for crediting the Personal account of the Ad Network.
6.3. The Ad Network’s Personal Account is credited for third persons’ advertising on the internet site or mobile app of the Client within 35 calendar days from the moment of placing the relevant ad (NET 35). The amount of such payment is determined by Selection, but may be reduced if the Contractor receives complaints regarding quality of the traffic or any other issue from persons whose ads were placed at the Client’s Internet site or mobile application, and the Contractor decides that such complaint is reasonable.
6.4. All payments to the Contractor shall be made with indication of the Ad Network’s Personal Account.
All payments made to the Contractor by the Client or any third person to the Ad Network’s Personal Account shall be considered as payments made by the Ad Network. Relationships between the Ad Network and the Client are not regulated by the Agreement, are not controlled or verified by the Contractor, therefore the Ad Network is completely liable for ensuring sufficient and lawful basis for conduction of such payments by the Client or other third persons for the Ad Network’s Personal Account replenishment.
Under no circumstances shall the Contractor be held financially liable before the Client or any third person making payments to the Contractor for the Ad Network’s Personal Account crediting, in particular, but not as a limitation thereof shall the Contractor not be put under obligation to return funds to the Client or any third person, or to collect interests on the paid funds or other.
6.5. The Ad Network’s Personal Account is debited:
6.5.1. in case a Service requiring payment is requested;
6.5.2. in case of placement of the Client’s advertisement under his Application Form on a website of a third person. The amount of such payment is calculated on the basis of Selection.
The Client, whose advertisement has been placed on the relevant third person’s website and who is not satisfied with the quality of such placement, is entitled to request the Contractor to refund him the funds been paid for placement of the relevant advertisement within 30 calendar days from the date of the payment. In such case the Contractor may request from the Client any information and evidence confirming the relevancy of the request due to decide unliterary whether to make a refund or not. The refund may be maid only in relation to the advertisements been placed on the websites of other Clients.
The refund shall be completed by the Contractor within 30 (thirty) days from the date the Client’s request is received.
6.6. Non-competition. Non-solicitation
6.6.1. The Contractor shall abstain from any activities aimed at competing with the Ad Network before the Client upon provision to the Client of services analogous to those rendered to the Client by the User.
However, nothing in the Agreement shall be construed as prohibiting the Contractor to enter into an Agreement, analogous or substantially similar to the given Agreement with a person who is the Client.
6.6.2. The Ad Network has no right to use other software similar to the Software provided within the Service hereof for his own commercial purposes, including its publishing and distribution among third parties due to provide services connected with ad exchange. In case of violation of this prohibition, the Ad Network shall pay the Contractor a penalty in the amount of 300.000 USD. This restriction is valid for 3 years after the termination of the Agreement.
6.6.3. During the effective term of the Agreement and for a period of 1 (one) year following its termination, the Ad Network shall not adopt active measures to attract as potential employees of the Ad Network persons who are and (or) were employed by the Contractor and (or) its subcontractors including, but not limited to Platform Inc (United States), at any moment during the effective term of the Agreement. In case of violation of this prohibition, the Ad Network shall pay the Contractor a penalty in the amount of 300.000 USD.
6.7. The Ad Network shall bear full and unlimited liability for:
6.7.2. execution of payments in the order specified in the Agreement.
7. Quality of the Service
7.1. The Parties agree that under the Agreement the Service is rendered under the condition “as is”, and the Contractor shall not be liable for the Service quality compliance, nor shall the Contractor be liable for irregularities in Service rendering, temporary interruptions in the Software operation or lack of access to the Official Website regardless of the reasons for these irregularities, interruptions or lack of access.
7.2. Despite the provisions of para. 7.1. hereof the Contractor shall make all possible efforts to ensure the Service provision 24 hours 7 days a week. In the necessity to terminate Service provision in order to conduct maintenance work or improvement of the Software, the Official Website or other reasons of technical or administrative character the Contractor shall aspire to terminate provision of the Service upon preliminary notice of the User by any available means.
7.3. The User shall address the technical support service on the Official Website or by sending a request to the Contractor during the entire term of validity of the Agreement. All instructions or requests of the User to the technical support service shall be sent from the Official Website special section with the use of the Account or via email confirmed by the User as owned and managed by the User. In such cases the Contractor shall not be liable for execution of any instructions received by the technical support service from such email in particular if later established that instructions had not been sent by the User or against actual will of the User.
7.4. The Contractor refuses any liability in respect to quality, security or reliability of the Service, the User confirms that he/she realizes and accepts this refusal. The Contractor does not provide any direct guarantees or promises related to quality, security and reliability of the Service. The Contractor refuses all implied guarantees and declarations including inter alia any guarantees on merchantability, correspondence to any aims, property rights, data accuracy and non-infringement of rights. In case the User is not satisfied by the Service the User is entitled to terminate the Service consumption and dissolve the Agreement in accordance with para. 14.2. hereof, and such dissolution is the only and exclusive means of legal protection of the User.
8. Data Privacy
8.3. All information on the Contractor, Service, Software and Official Website that becomes known to the User (the Client) is considered confidential. The User shall abstain from disclosure of confidential data to third persons excluding provision of such data to Clients in reasonable and sufficient amounts in order to ensure their access to the Software.
9. Children’s Privacy
User represents and warrants that it will not use the Service in connection with children under 16 years of age; or enable the Software to collect any Prohibited Data. “Prohibited Data” means (i) data that User knows or should know to be directed or targeted to children or are used by a substantial or disproportionately high ratio of children, where the children are under 16 years of age; (ii) data from any end-user known to be under 16 years of age, or (iii) data where its use is legally prohibited, because consents have not been obtained or because other necessary measures have not been taken.
10. Applications by the User
10.1. All applications, addresses and decisions of the User on the amendment of Service provision order provided such amendments are allowed shall be conducted via the User’s Account and related sections and fields on the Official Website.
10.2. The User shall keep secret and abstain from releasing identification data used for Account management to any third persons. All actions conducted via the User’s Account are recognized conducted by the User or a person duly authorized by the User, in particular if such actions entailed debiting the User’s Personal Account or other additional or unforeseen expenses.
11. Contractor’s Liability Limitation
11.1. The Parties agreed that legal liability of the Contractor is limited as follows: neither the Contractor, nor any affiliate companies, branches, employees, shareholders, suppliers, directors or other persons connected to the Contractor shall bear any joint liability for the following: a) any loss above the amount equal to the twofold amount of the latest payment of the User; b) any specific, accidental, indirect, exemplary or subsequent loss, loss of possibility to use, loss of profits or loss of data or profit in respect to the User, Client or any third party in consequence of use of the Service. Such liability limitation constitutes one of the foundations of the Agreement concluded between the Contractor and the User, in the absence of which the Agreement would not be concluded or the conditions for the Service provision would be different.
The given liability limitation shall be applied regardless of the fact that
1) a complaint is filed in accordance with the Agreement, civil offence, legal act or any other legal opinion;
2) the Contractor is aware or shall be aware of the possibility of such losses;
3) limited legal remedies stipulated in the given section fail their essential purpose.
11.2. Provided that the scale of liability limitation stipulated in para. 11.1. hereof exceeds the minimal scale of liability limitation determined by the applicable legislation, such minimal scale of liability limitation determined by the applicable legislation shall prevail.
11.3. The Contractor shall not be held liable for use or provision of inadequate information at registration on the Official Website, and in case such facts of inadequate information use are established, the Contractor is entitled to cease rendering of the Service. The above mentioned liability limitation of the Contractor shall be extended to the person that provided the inadequate information, as well as to the person whose data was provided (the liability before such person shall be held by the person who provided the information in respect to the other person).
12. Liability of the User
The User shall bear full and unlimited liability for due execution of the obligations under the Agreement including liability for:
b. self-sufficient and complete execution of payments with the Client;
c. activities not specified in the Agreement but able to inflict damages on business reputation of the Contractor or otherwise infringe business conditions of the Contractor.
d. other damages or losses inflicted on the Contractor provided they are directly or indirectly connected with actions or inactions of the User, or failure to comply with his/her direct or implied obligations.
13. Force majeure
13.1. The Parties are exempt from liability for partial or entire failure to perform their obligations under the Agreement provided such failure resulted from impediment of extraordinary nature that occurred after the Agreement had been concluded. Such impediments of extraordinary nature include exclusively the events beyond control of the Party and the Party is not responsible for their emergence, or is not able to avoid or overcome them, in particular floods, fires, earthquakes, volcanic eruptions, tsunami, accidents of anthropogenic nature, national strikes, international agreements prohibiting operations subject to implementation within the framework of the Agreement, actions (inactions) of state institutions and (or) state officials, illegal activities of third persons. The circumstances eliminating liability from the Party include governmental regulations or decrees of state institutions that make compliance with the obligations by the Parties impossible.
13.2. The Party invoking impediment of an extraordinary nature shall inform the other Party in writing within 5 (five) days on such impediment of extraordinary nature and prove its emergence with official documents of the relevant chamber of commerce and industry or another competent institution of the relevant country.
13.3. Provided that any of the above-mentioned in para. 13.1 hereof impediments directly affect fulfillment of obligations in due term stipulated in the Agreement the said term shall be postponed commensurably for the term of the relevant action validity.
14. The Applicable Law and Dispute Resolution
14.1. Under the agreement of the Parties the applicable law shall be the law of England and it shall be applied in respect to:
a. the Agreement, its validity, amendment and termination;
b. Obligations of the Parties stipulated by the Agreement, as well as those directly not mention in the Agreement but connected to it and presumed in connection with execution of the Agreement;
c. Disagreements and disputes of the Parties in connection with execution of the Agreement.
14.2. The Parties shall aspire to resolve any disagreement by negotiation and accord. However, be it impossible, on the initiative of the plaintiff any dispute shall be filed for settlement to the International Arbitration Court at the Belarusian Chamber of Commerce and Industry.
15. Validity and Preliminary Termination of the Agreement
15.1. The Agreement enters into force from the date of signing and shall be valid until the date of its termination in accordance with the procedure stipulated in para. 15.2 - 15.4 hereof.
15.2. The User is entitled to refuse to execute the Agreement and to use the Service upon notification of the Contractor.
In case the User withdraws from the Agreement while the balance of his Personal Account is positive, the User (except for the Advertiser) shall request a refund from the Contractor. Refund shall be executed in accordance with the procedure stipulated in para. 3.5. hereof, whereas the treaty shall be considered dissolved from the moment of refund transaction to the User by the Contractor. The Advertiser may not request a refund from the Contractor in case provided in this paragraph.
15.3. The Contractor is entitled to withdraw from the Agreement at any time upon notification of the User, provided that:
b. The action or inaction of the User inflicted damage or losses on the Contractor, the Client, other Users or clients of other users;
c. The User breached the requirements on non-disclosure of confidential data stipulated in the Agreement.
Provided that the Contractor withdraws from the Agreement under the conditions stipulated in para. 1 hereof,
a. The Contractor is entitled to abstain from refunding the User the amounts on his/her Personal Account. This amount shall be recognized as penalty withheld by the Contractor for breach of the User’s respective obligations.
b. The Agreement shall be considered terminated from the date the Contractor notifies the User about withdrawal from the Agreement.
15.4. The Contractor is entitled to withdraw from the Agreement at any time upon notification of the User, including cases when such withdrawal is not connected with any breaches committed by the User. In case the Contractor withdraws from the Agreement in accordance with the provisions stipulated in the given paragraph hereof and the Personal Account of the User is positive, the Contractor shall provide the User with the refund within 30 (thirty) days from the day of withdrawal from the Agreement in the amount equal to the amount on the Personal Account of the User, and the Agreement shall be considered terminated from the moment the refund is transferred to the User.