ADscore

Terms of Service

Last updated date: January 14th, 2019

Services

These Terms of Service (these “Terms”) apply to the features and functions provided by Adscore Technologies DMCC (“Adscore,” “our,” or “we”) via adscore.com (the “Site”) (collectively, the “Services”). By accessing or using the Site or the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you are not allowed to use the Site or the Services. The “Effective Date” of these Terms is the date you first use the Site, or access any of the Services.

If you are using the Site or accessing the Services in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms. For the purpose of these Terms, you (and, if applicable, the company or entity that you represent) will be referred to as “Client” or “you”.

Adscore reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email, posting a notice on the Site, or posting the revised Terms on the Site and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Site or any of the Services following such notice constitutes your acceptance of the modified Terms.

Adscore reserves the right – at any time, and without notice or liability to you – to modify the Site or the Services, or any part of them, temporarily or permanently. We may modify the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.

These Terms form a binding agreement between you and Adscore. Violation of any of the Terms below will result in the termination of your account(s).

Privacy

Please refer to Adscore’s privacy policy, made available at https://www.adscore.com/privacy-policy for information about how we collect and use information about the users of our Site and Services. By using the Site and the Services, you consent to our collection and use of information as set forth in our privacy policy, as we may update that policy from time to time.

Registering

In order to use the Services, you must first complete the registration process via the Site. During the registration process, you agree:

  1. to provide accurate, current and complete information about you as part of the registration process (“Registration Data”);
  2. to maintain the security of your password;
  3. to accept all risks of unauthorized access to your Registration Data, and any other information you provide to Adscore, via your account(s) or password(s);
  4. that you are responsible for maintaining the security of your account and safeguarding your password(s);
  5. that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s), even if you were not aware of them.

Accessing the Services

Subject to your continued compliance with these Terms, Adscore grants you a limited, non-transferable, non-exclusive, revocable right and license to:

  1. access and use the Services and its associated documentation, solely for your own internal business purposes, for the period of which you have paid the applicable post-paid subscription fees or pre-paid deposits;
  2. access and use any data or reports that we provide or make available to you as part of your access and use of the Services (collectively, “Reports”), solely in conjunction with your use of the Services. Reports are considered part of the applicable Services, for the purpose of the license granted above.

You understand that Adscore uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services, and you agree that Adscore is not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.

Restrictions

Except as expressly authorized by these Terms, you may not:

  1. modify, disclose, alter, translate or create derivative works of the Site or the Services;
  2. license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services or any Report (or any components thereof);
  3. offer any part of the Services (including, without limitation, any Report) on a timeshare or service bureau basis;
  4. allow or permit any third party to access or use the Services;
  5. use the Site or the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions;
  6. build a competitive product or service, or copy any features or functions of the Site or the Services (including, without limitation, the look-and-feel of the Site or the Services);
  7. interfere with or disrupt the integrity or performance of the Site or the Services;
  8. remove, alter or obscure any proprietary notices in or on the Site or the Services, including copyright notices;
  9. use the Site or the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction;
  10. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services
  11. cause or permit any third party to do any of the foregoing.

Content

Any Uniform Resource Locator (“URL”) that you publish and configure by means of the Services, and the information that it link s to is considered Your “Content”. You agree that you are entirely responsible for such Content, and for any harm or liability resulting from or arising out of that Content, regardless of what type of information the URL links to, including whether or not you were the original creator or owner of the Content. You agree that you will be responsible for all Content on your account(s), even if placed there by third parties. By publishing or uploading Content to the Site or the Services, you represent and warrant that:

  1. The Content does not and will not infringe, violate or misappropriate the Intellectual Property Rights of any third party (where “Intellectual Property Rights” are defined as any patents, copyrights, moral rights, trademarks, trade secrets, or any other form of intellectual property rights recognized in any jurisdiction in the world, including applications and registrations for any of the foregoing)
  2. You have obtained all rights and permissions necessary to publish and/or use the Content in the manner in which you have published and/or used it
  3. Adscore’s use of the Content for the purpose of providing the Services (including, without limitation, downloading, copying, processing, or creating aggregations of the Content) does not and will not:

    1. violate any applicable laws or regulations,
    2. Or infringe, violate, or misappropriate the Intellectual Property Rights of any third party
  4. You have fully complied with any third-party licenses relating to the Content
  5. The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive code
  6. The Content is not spam, is not randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or for any other unlawful acts (such as phishing), or for misleading recipients as to the source of the material (such as spoofing)
  7. The Content does not contain threats or incitement to violence, and does not violate the privacy or publicity rights of any third party;
  8. The Content is not being advertised via unwanted electronic messages (such as, by way of example, spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods)
  9. The Content is not named in a manner that misleads (or could mislead) third parties into thinking that you are another person or company (by way of example, your Content’s URL or name should not be confusingly similar to the name of another person or entity)
  10. By submitting or uploading Content to the Services, you grant Adscore a worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, adapt and publish that Content for the purpose of providing the Services to you
  11. If you delete Content, Adscore will use reasonable efforts to remove it from the Services. You acknowledge, however, that cached copies or other references to the Content may still be available.
  12. Without limiting any of your representations or warranties with respect to the Content, Adscore has the right (but not the obligation) to reject or remove any Content, without liability or notice to you, that Adscore believes, in Adscore’ sole discretion that it either:

    1. violates these Terms or any Adscore policy,
    2. or violates or misappropriates the Intellectual Property Rights of any third party,
    3. or is in any way harmful or objectionable.

Fees and Payment Terms

Pricing for the Services are displayed on the Site in CPM (“cost per thousand impressions”). In the context of the Adscore Services, an impression is when a web page has been seen successfully fetched and seen by a visitor, whether it is a real human or a bot. Detailed information regarding Pricing for the Services and the way it applies in regards to the number of Impressions that you are routing through the service can be found on the Pricing Page: https://www.adscore.com/pricing. Additionally, you acknowledge and agree with the following terms:

  1. Your account will get automatically moved to a less expensive pricing tier based on the number of impressions you have generated within a day.
  2. In the event that your account will see a decrease in traffic over a period of 3 consecutives months, below the threshold of your current tier, we reserve the right to downgrade your tier accordingly.
  3. Each new Adscore account comes with a Trial Period credit of US$5 that can be used within 30 days of creating the account, to test the Services.
  4. In exchange for your rights to access the Site and use the Services, after you have exhausted the Trial credits or exceeded the Trial Period, you will need to deposit funds to your Adscore account using the payment tools made available to you via the Adscore Dashboard, to be able to use the Service; the Service currently supports deposits only via PayPal transfers in U.S. Dollars.
  5. All Adscore accounts function under “in advance”, “pre-paid” payment terms. This means that:

    1. You will need to keep your account’s balance positive, above US$0 (zero) to be able to use the service
    2. You understand that maintaining your account balance positive is your responsibility and failing to do so will infer your account being deactivated alongside the loss of any and all functionality that you currently have configured within the Service. We do not accept any liability for such loss.
    3. The Services will only be restored once you have made a deposit to your account that at least should cover an existing negative balance, plus US$10 to ensure that the Services can continue to function for a short while.
  6. The deposited amount does not include any taxes; you will be responsible for, and will promptly pay, all taxes associated with your use of the Site and the Services, other than taxes based on our net income.

At any given time, you can withdraw available funds deposited for The Services and associated with your account, by contacting Support.

Disclaimer

You acknowledge that the site and the services are provided on an “as is”, “as available” basis, without warranty of any kind, whether express or implied, and that your use of the site and the services is at your sole risk.

Adscore does not warrant: 1. that the site or the services will meet your specific requirements; 2. that the site or the services will be uninterrupted, timely, secure, or error-free; 3. that the results that may be obtained from the use of the services will be accurate or reliable; 4. that the quality of any products, services, information, or other material that you purchase or obtain through the site or the services will meet your expectations; 5. that any errors in the site or the services will be corrected.

Adscore specifically disclaims any implied warranties of merchantability, fitness for particular purpose, title, and non-infringement.

Liability

You agree, at your sole expense, to defend, indemnify and hold Adscore (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or relating to:

  1. your Content;
  2. your use of the Site or the Services;
  3. your failure to pay any taxes that you owe under these Terms;
  4. any other actual or alleged breach of any of your obligations under these Terms (including, among other things, any actual or alleged breach of any of your representations or warranties as set forth herein). You will not settle any such claim in any manner that would require Adscore to pay money or admit wrongdoing of any kind without our prior written consent, which we may withhold in our sole discretion.

In no event will Adscore be liable to you or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of data, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of, or in connection with these terms or your use (or inability to use) any part of the site or the services, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages.

Reservation of Rights

As between the parties:

  1. You own all right, title and interest in and to your Content;
  2. Adscore owns all right, title and interest in and to the Site and the Services, and all Intellectual Property Rights therein. The look and feel of the Site and the Services, including any custom graphics, button icons, and scripts are also the property of Adscore, and you may not copy, imitate, or use them, in whole or in part, without Adscore’ prior written consent. Adscore reserves all rights not expressly granted to you in these Terms, and Adscore does not grant any licenses to you or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.

You acknowledge that any suggestions, comments, or other feedback that you provide to Adscore with respect to the Site, the Services, or any other Adscore product or service (collectively, “Feedback”) will be owned by Adscore, including all Intellectual Property Rights therein, and will be and become Adscore’ Confidential Information (as defined below). You acknowledge and agree that Adscore will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as Adscore sees fit, without obligation or restriction of any kind. At our request and expense, you agree to execute documents or take such further actions as we may reasonably request to help us acquire, perfect, and maintain our rights in the Feedback.

Termination

These Terms will apply to you starting on the Effective Date, and will continue for as long as you are accessing or using the Site or the Services.

Adscore, in its sole discretion, has the right to suspend your ability to use and/or access the Site or the Services, without liability, under the following circumstances: for scheduled or emergency maintenance to the Site or the Services, or any part thereof;

  1. if Adscore believes that you are using the Site or the Services in violation of these Terms or applicable law;
  2. if Adscore believes that your use of the Site or the Services poses a security risk to us or to any third party;
  3. if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation;
  4. if you fail to fulfill your payment obligations hereunder. Adscore also reserves the right to temporarily or permanently suspend your ability to access the Services, without liability, if Adscore determines, in its sole discretion, that you are engaging in abusive or excessively frequent use of the Services.

Either of us can terminate these Terms upon notice to the other if the other party breaches any of these Terms and fails to cure the breach within thirty (30) days of receiving written notice of it from the non-breaching party. We reserve the right to terminate these Terms for cause immediately upon notice to you, and without giving you a cure period, if you breach any of these Terms relating to our intellectual property (including your compliance with the access grant and any restrictions).

We can terminate any trial credit that you have automatically received when registering, at any time and for any reason, without notice or liability to you. We can terminate any paid Plan that you have subscribed to, for any reason and without liability, by providing notice to you that we intend to terminate your Plan at the end of the then-current Contract Period.

When these Terms terminate or expire: (i) you will no longer have the right to use or access the Site or the Services as of the date of termination/expiration; (ii) if you owed us any fees prior to such termination/expiration, you will pay those fees immediately; and (iii) each of us will promptly return to the other (or, if the other party requests it, destroy) all Confidential Information (as defined in Section 13, below) belonging to the other. Sections 1, 2, 3.2, 5 through 12, 13.5, and 15 through 17 will survive the termination or expiration of these Terms for any reason.

Trademarks

You acknowledge and agree that any Adscore names, trademarks, service marks, logos, trade dress, or other branding included on the Site or as part of the Services (collectively, the “Marks”) are owned by Adscore and may not be copied, imitated, or used (in whole or in part) without Adscore’s prior written consent. All other trademarks, names, or logos referenced on the Site or the Services (collectively, “Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by Adscore or its licensors with any company or an endorsement or approval by that company of Adscore, its licensors, or their respective products or services.

Support

If you are a registered member of the Services, Adscore will provide you with email-based support – just use any of the website’s Contact or Support buttons to get in touch. While we work hard to respond to you and resolve your issues quickly, we do not warrant that we will respond within any particular time frame, or that we will be able to resolve your issue. We also encourage you to review our FAQ pages on the Site, which can provide immediate and valuable information to help answer any of your questions.

General Provisions

  1. This Agreement shall be governed and interpreted in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai and you consent to the non-exclusive jurisdiction of the Dubai courts.
  2. You agree that any notice that Adscore is required to provide pursuant to these Terms can be given electronically, which may include an email to the email address you provide to Adscore as part of your Registration Data. These notices can be about a wide variety of things, including responding to your questions, requests for additional information, and legal notices. You agree that such electronic notices satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day the email is sent to you, provided that the email is the same as the email address you provided as part of your Registration Data.
  3. If any portion of these Terms is held to be unenforceable or invalid, that portion will be enforced to the maximum extent possible, and all other provisions will remain in full force and effect.
  4. Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by Adscore to host the Services or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party.
  5. We are each independent contractors with respect to the subject matter of these Terms. Nothing contained in these Terms will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between us, and neither of us can bind the other contractually.