Advertisers Terms & Conditions

THIS IS A LEGAL AGREEMENT BETWEEN YOU (”ADVERTISER”) AND GREAT MARKETING SOLUTIONS, S.L. (”COMPANY”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE GREAT MARKETING SOLUTIONS NETWORK. PLEASE READ CAREFULLY THIS GREAT MARKETING SOLUTIONS AGREEMENT (”AGREEMENT”). BY SIGNING AN INSERTION ORDER, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IF APPLICABLE, TO THE INSERTION ORDER; AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. 

DEFINITIONS

For the purposes of this Agreement, the parties agree that, when used capitalized herein, the following terms shall have the following meanings unless they are otherwise defined in this Agreement:

• ”Advertiser(s)” means one or more customers of the Company which create the Program Website, and authorize the Company as its intermediary to include it on the Company’s Network.
• ”Affiliate(s)” means one or more providers of the Company responsible for the distribution of the Links to the Program Website on its network(s).
• ”Affiliate´s Media” means the space, including but not limited to, homepage, Network or e-mail, where the Affiliate(s) incorporate or embed the Links.
• ”Chargebacks” means the Qualified Action(s) that can be cancelled or returned by the Advertiser if: (a) the action is incomplete; (b) if a customer has cancelled or returns the action; (c) if the action has been made fraudulently or in an otherwise non-bona fide manner; (d) if the action is carried out by a person who is outside the area serviced by the Advertiser. The Insertion Order shall state the period of time within which the Advertiser may apply a Chargeback.  
• ”Company’s Network” means the advertising network owned and operated by the Company.
• ”Insertion Order” is a written authorization to display Links through the Company’s Network.
• ”Link(s)” graphic and textual links to the Program Website and/or other creative materials.
• ”Program Website” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to banners, text ads created by an Advertiser.
• ”Order” means the specific type of Links to be delivered by the Advertiser to the Company’s Network for advertising campaigns.
• ”Qualified Action” means an individual person who accesses the Program Website, via the Link(s), and that complies with the specific requirements provided by the Company in the Insertion Order.

CLAUSES

1. OBJECT

   By virtue of this Agreement, Advertiser(s) markets and advertises their goods and services using the Program Website and Affiliate(s) incorporates or embeds the Program Website into the Affiliate´s Media through the Company’s Network. In addition, the Company provides guidance to help Advertiser(s) and Affiliate(s).

   The Company is a service provider and has no effective knowledge of the content in the Affiliate´s Media and/or the Program Website created by the Advertiser(s), which is published in the Affiliate´s Media, nor the Links contained therein. Affiliate and Advertiser are solely responsible Parties for such content and shall at all times hold the Company harmless for any responsibility, infringement, damage or loss in connection with such content. If any content is illegal or violates any law in general, and in particular, any intellectual property law, please request the removal to the Company at support@toroadvertising.com, so we can remove and prevent access to it.

2. PAYMENT AND INVOICING

   The Company shall invoice to Advertiser according to the statistics which shall be provided by the Advertiser to the Company before day seven (7) of the following month. No Chargebacks will be applied to the Company post-billing. The Company shall invoice Advertiser monthly in arrears based on and upon receipt of the Advertiser’s statistics or as set forth in the Insertion Order. Advertiser shall fulfill the payment of the Company’s invoices in accordance with the Payment Terms agreed in the Insertion Order. Unless Advertiser objects to the Company’s invoice within two (2) business days, the amount invoiced shall be final and binding. 

   Advertiser may only dispute the invoices if Advertiser has a reasonable basis for such dispute, which can be proven by written documentation. To the extent the Advertiser intends to dispute any portion of an invoice, Advertiser shall within two (2) business days of receipt of the invoice, notify to the Company in writing the discrepancy and identify in detail the discrepancies between the invoiced amount and Advertiser’s evidence. Along with the written communication, Advertiser shall provide a written report of the statistics to support the above for the Company’s consideration. In case of any discrepancy, billing will be upon negotiation considering the mutual benefit and long-term partnership between the Parties. Notwithstanding the aforementioned, the Company shall determine the final amount of the disputed invoice. 

   Amounts paid after the payment term agreed shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). In the event of any failure by Advertiser to make payment, Advertiser shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Company in collecting such amounts. The Advertiser shall assume all the fees derived from payments made by bank wire transfer.

   Any additional terms and conditions in the Insertion Order regarding payment and invoicing, shall apply to this Agreement.

   Charges are exclusive of taxes. Advertisers are responsible for paying all taxes, government charges, and reasonable expenses and attorney’s fees incurred by the Company in collecting unpaid amounts. Nothing in these Terms or in the Insertion Order may obligate the Company to give credit to any Party.

   Advertiser acknowledges and agrees that any related billing and payment information that Advertiser provides to the Company may be shared with companies working on behalf of the Company, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to the Company and servicing Advertiser’s account.

3. ADVERTISER REFUND POLICY

   The Company strives to offer the best possible service to its clients. Once an Advertiser makes an initial deposit to the Company, Advertiser has three (3) months from the last payment date to ask for a refund of the balance remaining on the account if the Advertiser is not satisfied with the Company Network and has remained in compliance with this Agreement. As soon as an Advertiser makes a second deposit to the Company, it is hereby understood that a refund will only be issued for a balance greater than $200 and a processing fee of 10% will be deducted from the refund. Advertisers cancelled / terminated by the Company for violating these Terms are not entitled to a refund.

4. ADVERTISING

   The Company is hereby authorized to use the trade names or trademarks of Advertisers for the purposes of this Agreement without any further written approval from the Party owning such name or trademark.

5. TERMINATION; CANCELLATION

   Either Party may at any time, at its sole discretion, immediately terminate this Agreement, for any reason whatsoever. The Party terminating this Agreement shall send by email a 7 day period written notice of termination to the other Party. 

   Each Party shall have the right to terminate the Agreement, upon the other Party’s material breach, by giving a 7 day period written notice of breach and termination to the other Party. Termination shall be effective 7 days after the breaching Party’s receipt of such notice unless the breaching Party completely cures such material breach within such 7-day period.

   If either Party does not fulfill a material obligation defined in this Agreement, the non-breaching Party has the right to claim the damages caused by the breaching Party.

6. CONFIDENTIALITY

   Advertiser agrees not to disclose the Company Confidential Information without the Company’s prior written consent. Network Confidential Informationincludes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the Company’s Network; (ii) click-through rates or other statistics provided to You by the Company; and (iii) any other information designated in writing by the Company as confidentialor any designation to the same effect. The Company’s Network Confidential Information does not include information that has become publicly known through no breach by You or the Company, or information that has been (i) independently developed without access to the Company’s Network 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.

   Advertiser acknowledges that the Company might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Advertiser or to disclose Advertiser’s identity under certain circumstances and specially where Advertiser’s Network(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. The Company shall be fully entitled to disclose such information upon receipt of a request for disclosure from a Court or Administrative Authority which the Company reasonably deems as being competent to issue such a request.

7. DATA PROTECTION

   Each Party will conspicuously include on its website(s), a Privacy Policy that describes how such Party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices.

   The Company has a Privacy Policy on its website that explains how we use the personal data that you provide to us or that we collect from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records, as well as how to request that we cease all contact with you. Please read the Privacy Policy carefully as once you use our services you will be deemed as having read and accepted its terms.

   In accordance with the Company’s Privacy Policy, the Company may transfer your personal data to providers who require access to your personal data to provide the services that the Company has contracted from them, and with whom the Company has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers contracted by the Company are located in countries that do not have a data protection regulation equivalent to the European (”Third Countries”). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties for your privacy, you may contact the Company at the electronic or postal addresses indicated in the Privacy Policy.

   Each Party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

8. REPRESENTATIONS AND WARRANTIES

   Advertiser(s) represents and warrants to the Company that none of the advertising provided contains:

   • Any material that consists of paraphilia or scatological activities;
   • Any material that contain children or minors in adult or sexual situations;
   • Any material that offers illegal products or services;
   • Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
   • Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
   • Promotion of fake documents, copied material, or paper mills;
   • Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner, or is likely to dilute the value of a known trademark;
   • Promotion of drugs or any related paraphernalia;
   • Sales or offers of certain weapons, alcohol, tobacco or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
   • Promotion or any attempt to profit from human tragedy or suffering;
   • Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;
   • Promotion of gambling or online betting that allows U.S. registrations. Any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block U.S. registrations using geo-location and other advanced risk controls. Removing U.S. from the registration field is not considered sufficient. If you would like to advertise a gaming service, please contact us at advertising[at]the Company.com and detail your services process for blocking U.S. registrations, and provide the expected monthly budget and planned geo-targeting;
   • Promotion of gambling websites where applicable regulations forbid such promotions. Any Advertiser wishing to promote gambling websites hereby warrants that he is legally entitled to promote such gambling sites and that he is fully entitled, pursuant to any applicable regulations, to do so through the Company Network and in the particular countries he wishes to advertise. Advertiser also warrants that the Company will incur in no liabilities in allowing Advertiser to promote the gambling websites. Advertiser declares that he is in compliance and aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a license valid in such jurisdiction prior to allowing users connected from IP addresses belonging to such jurisdictions. Pre-approval received from the Company shall not be construed as the Company having checked Advertiser’s compliance with the present clause and will not affect Advertiser’s liability pursuant to its failure to comply with the representations and warranties set forth herein. Furthermore, Advertiser undertakes to ensure compliance with the present clause at all times.
   • Any content that targets to children of age 18 and younger; and
   • Any material that does not respect particular advertising rules for specific Affiliate´s Media(s).

   Advertiser will indemnify and hold the Company harmless of any liabilities, losses or damages of any nature which are directly or indirectly derived from Advertiser’s infringements of this Agreement.

   Advertiser represents and warrants to the Company that it is solely responsible for any legal liability arising out the Program Website or relating to the Program Website as provided to Great Advertising Solutions, nor any website to which such Program Website shall link will (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulations, including without limitation the laws and regulations governing export control; (c) be or contain material which is defamatory or trade libelous; (d) violate any laws regarding unfair competition, antidiscrimination or false advertising; (e) promote violence or hate speech; or (f) contain viruses, malware, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines, including any kind of installer or plugin campaign. In case the Advertiser infringes or violates (even potentially), either direct or indirectly, the above representations and warranties, the Company shall be entailed to automatically exclude the Advertiser from the Company’s Network; to immediately block its account and to dissolute this Agreement without prior notice nor right to compensation in favor of the Advertiser.

9. INDEMNIFICATION. LIMITATION OF LIABILITY

   Indemnification. You agree to indemnify, defend and hold harmless the Company and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and reasonable attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the Company’s Network, (ii) operation of the Program Website submitted to the Company for participation on the  Company’s Network or (iii) otherwise arising from a relationship with the Company. You also agree to indemnify the Company for any legal fees incurred by the Company, acting reasonably, in investigating or enforcing its rights under this Agreement.

   Limitation of Liability. UNDER NO CIRCUMSTANCES WILL GREAT MARKETING SOLUTIONS BE LIABLE TO ADVERTISER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT GREAT MARKETING SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL GREAT MARKETING SOLUTIONS’ AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S INVOICE TO ADVERTISER.

10. MODIFICATION

    The Company reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not result in a restructuring of the Agreement as a whole. The Company shall communicate, by e-mail or electronic means, the modified conditions at least one week prior to the Effective Date. Advertisers who do not object in writing to the modification within one week after the receipt of the communication will be deemed to have accepted the respective modification. The Company will specifically indicate the possibility of objecting to the modification and the consequences within the four-day deadline.

    If the Advertiser(s) objects to the new (modified) Terms, the request to the Company to modify them will be deemed to have been rejected. The Agreement will then be continued without the proposed modification. The right of the Parties to terminate their participation on the Company’s Network remains unaffected hereby. The possibility of terminating the Agreement will also be specifically stated.

11. NON-CIRCUMVENTION

    During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Advertiser agrees that it will not do business directly or indirectly with any Affiliate listed on the Company’s Network and with whom the Advertiser had not worked in the past, or directly or indirectly solicit or induce such Affiliate to do business directly with the Advertiser. Advertiser understands and agrees that this prohibition is a key consideration and inducement for the Company to enter into this Agreement with Advertiser, and to provide the services herein. In case of dispute, Advertiser will be required to prove the pre-existing contractual relationship with such Affiliate if so alleged by Affiliate. In the event of violation of this obligation, the Advertiser shall indemnify the Company from any and all losses incurred as a result of the violation of this provision. In case of dispute between the Parties of the indemnification amount, it will be subject to a decision of the competent court.

12. EXCLUSIVITY

    The Insertion Order may foresee the provision and duration of an exclusive relationship between Parties for the object of this Agreement. To such end, the Advertiser shall not seek, collaborate or work with any other provider that offers the same or similar services of performance marketing as those provided by the Company, unless the prior written approval is obtained from the latter. 

13. DISPUTE RESOLUTION

    This Agreement shall be governed by and interpreted in accordance with the laws of Spain.

    For any matter related to the interpretation or execution of this Agreement, the Parties expressly waive to submit to any courts which may have jurisdiction over the matter, and agree to submit to the sole competence and jurisdiction of the Courts of the City of Barcelona.

14. GENERAL PROVISIONS

    Force Majeure. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance. If such Party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other Party may terminate this Agreement upon written notice.

    Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of Spain or a Spanish court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.

    Survival. Sections 5, 6, 7, 11 and 13 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

    Assignment. The Company is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party provided that the assignee shall assume all rights and obligations under this Agreement.

    Advertiser shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations. However, Advertiser may, without the consent of the Company, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.

    Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective Parties at the postal or email addresses provided by the them in writing.

    Either Party may change its address by providing the other Party with written notice of the change in accordance with this section.

    Relationship of Parties. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. Neither Party shall hold itself out as an agent of the other Party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

    Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

    Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Advertiser(s) to the Company, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement. This Agreement may not be amended without the written consent of the Parties.

    Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

    Construction. The Parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either Party as a result of its participation in such preparation.

    Counterparts. This Agreement may be executed in counterparts or online, which together shall form one legal instrument.

    No Third party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.