Advertiser Terms and Conditions

Last updated: September 13, 2018

 

 

This Advertiser Agreement (“Agreement”) is a legally binding and enforceable agreement between Jukko Inc. and its affiliates (“Company” or “Jukko” or “we”) and you, a third-party advertiser (“Advertiser” or “you”), who wishes to distribute and promote goods and services through Jukko. This Agreement incorporates the Privacy Policy and together is to be referred to as the “Terms”.

 

Subject to the Agreement, the Advertiser may access and participate in Company’s advertising network currently made available at: www.jukko.com (“Site”) which includes the following (collectively known as the “Service”):

 

(i) Display and deliver advertising materials, including text, images, ads, content, photos, graphics and any other materials promoting the Advertiser goods and services (“Ads”). The Ads may be provided by either Company or Advertiser (as applicable and as agreed between both parties) and shall be displayed and presented on various digital assets such as: mobile apps or mobile browsers provided by Company’s third party partners (“App Publishers” or “Developers”), all for the purpose of promoting and displaying Ads to Publisher’s end users.

 

(ii) Jukko shall provide you with access to an online dashboard (“Advertiser Account”), enabling you access to statistical information and insights for each Campaign, including without limitations, statistical information related to end user impressions, clicks, downloads, purchases, or other engagement types. The Advertiser Account also shall provide you with tools for creating ads, managing your campaigns, managing your payment method and managing your account settings.

 

ACCEPTANCE OF THE TERMS: By signing up, filling in your information and clicking “SIGN UP” (or any similar language) or by using our Services, you acknowledge that you have read, understood and agreed to the Terms. You agree to be bound by these Terms and to comply with all applicable laws and regulations, including industry best standards, regarding your use of the Services. You further acknowledge that these Terms constitute a binding and enforceable legal contract between the Company and you. If you do not agree to all of the terms herein, please do not use the Service in any manner. You will not be provided with the Service until you have agreed to be bound by the terms. The Services are available only to either individuals that are at least thirteen (13) years old or to companies that are appropriately licensed and otherwise legally permitted to conduct business.

 

1.Registration. In order to start using the Service, you must first register and create an Account. During the registration, you undertake to provide accurate and complete information. If you provide information that is untrue or inaccurate, the Company may suspend or terminate your Advertiser Account. During the process of registering, you will designate personal and exclusive username and password which are essential for your access to your Account. You are solely and fully responsible for maintaining the confidentiality of the password and username of your Account and for all activities that occur under your Account. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Company. You must notify the Company immediately of any unauthorized use of your Account or any other breach of security. If you wish to either change your username or password or any information therein you may do so by going to https://dashboard.jukko.com and selecting “Forgot Password”. If you wish to cancel and remove your Advertiser Account, you may contact us with such specific request. You may delete your Advertiser Account at any time. Please note, even if you delete your Account we may keep information about you and your business activity. For more information on the data collection and deletion process please see our Privacy Policy available at: http://www.jukko.com/policy/privacy-policy/. Deleting your account may cause the loss or unavailability of content, features or capacity with regard to your account, including but not limited to, data regarding advertising and end-user actions. Jukko is not liable for any unavailability or loss therein.

 

2. Scope of Service. Subject to the terms herein, Jukko shall promote and distribute the Advertisers’ goods and services by launching applicable Campaigns. The Advertisement may be provided either by Advertiser, subject to Company’s prior written approval (“Advertiser Materials”) or, upon Advertiser’s request, by the Company (“Company Creative”), all as agreed between the parties. Company reserves the right to reject or remove Advertiser or Advertiser Materials (in whole or in part), with or without cause or reason, at any time, without liability, including, without limitation, if Company suspects that the Advertisement or apps, goods, and services promoted by Advertiser do not comply with this Agreement or applicable laws. Notwithstanding the above, it is hereby clarified that the Company does not have any obligation to monitor the Advertisement or apps, goods, and services promoted by Advertiser, for any purpose and is not responsible for the accuracy, completeness, appropriateness, legality or applicability of such, which are solely under Advertiser’s liability. In addition, and subject to the terms and conditions of this Agreement, Company grants Advertiser a revocable, limited, non-exclusive, non-transferable non-assignable and non-sublicensable license, during the term of this Agreement, to access and use the Service solely for the purpose of this Agreement. Further, Advertiser acknowledges and agrees that: (a) the timing, location, and frequency in which the Advertisement is displayed and distributed shall be determined by Company at its sole discretion and subject to the provisions of this Agreement; (b) the Advertisement may be displayed on the Inventory in conjunction with other products or content; (c) the Company does not have any obligation to monitor any materials or content available via the Inventory or Campaign. The company has no control over and is not responsible for any Publisher Inventory, including, but not limited to any alleged fraudulent activity performed by the Publisher. The Advertiser assumes all responsibility and risk, and the Company hereby disclaim any and all liability to Advertiser or any third party related thereto; and (d) the Company has no control over the identity of the end users exposed to the Campaign, the way such end users may interpret the Advertisement, and the effectiveness of the Campaign. The Company will not be liable for any damages or loss incurred to Advertiser, end user or any other person as a result or in connection with the Service or Advertisement.

 

Company retains the right, at its sole discretion, to (a) determine the scope of the Service provided to the Advertiser, or otherwise the features, settings or other tools which are available as part of the Service; (b) modify, upgrade or update the Service or make any other changes to the Service; (c) cease the operation of the Services or any part thereof, temporarily or permanently, without liability to the Advertiser; and (d) suspend, remove, restrict or disable Advertiser’s access to parts or all of the Service or Advertisement at any time at Company’s sole discretion. In no event will the Company be liable for the suspension, removal, and restriction or disabling of the Advertiser’s access and the Advertiser acknowledges that the Company has no obligation to provide support, maintenance, updates, upgrades or modifications of or to the Service.

 

3. License Grant. Subject to the terms and conditions of this Agreement, Advertiser hereby grants to Company and Publishers a royalty-free, worldwide right and license to use, reproduce, transmit, technically modify, distribute, present, display and otherwise use all or part of Advertisement, including the Advertiser Materials, Advertiser’s logo, trademarks, trade names, copyrights, images, app description, screenshots, etc., for the purpose of promoting the Advertiser, its services, apps, products and goods, as applicable to each Campaign and solely for the purpose of this Agreement (“License”). The Advertiser, Advertisement, and Campaign Terms (as defined below), including any updates and modifications therein, shall be pre-approved by Company prior to the launch of each and every Campaign. Advertiser shall provide Company with all applicable documentation and creativity necessary to provide the Service. The Advertiser, or any third party on its behalf, shall not: (i) copy, execute or perform publicly, make available to the public, reduce to human readable form, emulate, sell, resell, lease, rent, lend, sublicense, make any commercial use, process, adapt, translate, modify, reproduce, map out, reverse engineer, decompile, unlock, reverse compile, disassemble or create derivative works of the Service; (ii) remove any notices or copyright information; (iii) interfere with or disrupt the operation of the Service, or the servers or networks that host or connect with the Service, or make them available; (iv) forward any data generated from or in connection with the Service without the prior written consent of the Company (v) use the Service for any illegal, immoral or unauthorized purpose; and (vi) use the Company name or any other trademarks or service marks of Company.

 

4. Intellectual Property. The Services, including the Company Creative and any part thereof (“Company Property”), is the sole proprietary of Company and protected by copyright, trademark and other intellectual property laws and treaties. All rights related to the Company Property are owned solely by Company or its licensors and this Agreement does not convey any title or ownership rights to Advertiser. Except as provided herein, the Company retains all right, title and interest in and to the Company Property, including without limitation any derivatives, improvements, and modifications thereto, and all intellectual property rights therein. Advertiser shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with the Company Property. Notwithstanding the above, the Advertiser grants the Company his approval to use the Advertiser’s name, Advertiser Materials, icons and images for use in Company’s marketing and display on Company Site or for the purpose of providing the Service including, without limitations, by creating the Company Creative. Subject to the license grant to Company in accordance with ‎this Agreement, Advertiser shall retain all right, title and interest in and to the Advertiser.

 

5. Representations and Warranties. Each party represents and warrants to the other party that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it, in accordance with its terms; (b) it has the full corporate right, power and authority to enter into this Agreement and its’ obligations hereunder; and (c) the execution of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound. Further, Company represents and warrants that during the term of this Agreement, the Service and the Company Creative are and will be wholly owned or validly and legally licensed by it and it does not knowingly infringe or violate any rights of any person or entity. The Inventory, Company Creative and Service are provided “AS-IS”. Except as expressly provided in the Agreement and to the fullest extent allowable by law, Company makes no other warranty of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability and fitness for a particular use or non-infringement, or those arising in the course of or connected to its performance hereunder, and disclaims any such warranties. In addition, Company does not represent or warrant that: (i) the Service and Inventory or any content and technology available therein will be error free or that any errors will be corrected; (ii) the operation of the Service or any technology available therein (including the Inventory and the Company Creative) will be uninterrupted; or (iii) the Advertiser will profit or derive any economic benefit from Advertiser’s use of the Service. In addition, Company uses industry standards of data security measures, however, Company does not and cannot guarantee that storage of any data pertaining to the Advertiser or end users data will be secured at all times, and Company shall not be responsible for unauthorized access to or alteration to the Advertiser or any other person’s data or information from or in connection with the Advertiser. The Advertiser hereby represents and warrants that: (a) it owns or has the valid legal right or license to use and distribute the Advertiser Material to the extent required or contemplated hereunder, and the Advertiser Material do not and will not, during the term of the Agreement, infringe or violate any Intellectual Property Right or any other right of any person or entity; (b) it is the solely responsible for the Advertiser Materials and any content or technology that may be reached or linked via the Advertiser Material; (c) the Advertiser Material placed on the Inventory shall comply with any and applicable laws, regulations and industry best standards, including without limitations requirements by applicable app stores (i.e., Google Play, App Store, etc.) (“App Store”); (d) it will not use or employ any misleading, fraudulent or inappropriate practices that may deceive the end user or use any non-human, automated and fraudulent means to increase revenues nor shall perform or authorize or encourage any third party to, directly or indirectly, generate impressions, clicks, conversions or other actions with respect to the Advertiser Materials through any automated, deceptive, fraudulent or otherwise invalid action related to the services including, without limitations, repeated manual clicks, the use of “robots”, spiders or other automated tools or fraudulent use of other search engine optimization services or software, false representation, or any illegal or otherwise invalid for end users to take actions with respect to the services (collectively “Fraudulent Activity”); (e) the Advertiser Materials shall not contain any content that: (i) violates any applicable law rules or regulation including, without limitation, the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and CAN-SPAM Act of 2003 (“CAN-SPAM”); (ii) is in violation of this Agreement; (iii) hacks or interferes with the Inventory or any part thereof, or interfere with the operability of third-party programs, apps or software on the end user’s device, including removes, disables, deactivates or uninstalls the applications and products previously installed on the end user’s device; (iv) encourages or incentivizes the end users to visit, click or use the Advertisement or any related or linked content for the purpose of generating actions, revenues in an illegal manner; or (v) has adversely affect public or private, infrastructure or equipment use, endorsement or promotion of content which is adult content, pornographic, sexual, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, violates export control laws, offensive, misleading or deceptive material, or is any type of malware or spyware, contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (all collectively “Prohibited Content”). It is hereby clarified Company does not have any obligation to monitor Advertiser’s location or any restrictions applicable to the Advertiser.

 

6. Required End User Disclosures. The Company is solely a service provider and has no contractual relationship or interaction with the end users. As part of the binding terms of this Agreement, the Advertiser shall enter into an agreement with each end user, which governs the relationship between the Advertiser and its users (i.e., End User License Agreement, terms of use and privacy policies) (“Advertiser Terms”). The Advertiser Terms will include a clear and accurate identification of the entity deriving the Advertiser Material and a description of the functionality and features including without limitation, an easily accessible privacy policy which will describe any end-user information that may be accessed, collected, stored, used or shared by Advertiser, and permits its end users to opt-out of tailored ad content and online behavioral advertising, as well as provides applicable instructions on how to opt-out. A company will not be responsible for any discrepancy or misleading actions with respect to Advertiser Material and the related content. The Advertiser is solely responsible for the content and effectiveness of such Advertiser Terms and will not make any representations or warranties about the Company or the Service without the Company’s prior written approval.

 

7. Term & Termination. This Agreement shall commence on the date in which the Advertiser accepts these Terms or uses any part of the Service and will continue until terminated as follows: (a) each party may terminate this Agreement by providing the other party with a 48 hour prior written notice.; or (b) in the event of a prepaid Campaign, this Agreement shall terminate automatically when the budget or end date is reached, or (c) Company shall be entitled to terminate this Agreement immediately without previous notice in the event that Advertiser breaches the terms of this Agreement. Upon the termination of this Agreement, for any reason: (a) all rights and License granted herein shall be terminated immediately; (b) Advertiser’s right to use the Service or Company Creative or any part thereof shall cease immediately; and (c) the Campaign shall terminate, and Company shall remove the Advertisement from the Inventory. Following the termination of the Agreement, any provisions that in order to fulfill their purpose need to survive the termination, shall survive.

 

8. Disclaimer and Limitation of Liability. A user of the Service is at the Advertiser’s sole risk. Neither party is liable for acts or omissions of other service providers, third-party providers, equipment failure, or causes beyond either party’s reasonable control. To the maximum extent of the law, in no event shall neither Company nor its affiliates, nor Advertiser or its affiliates, with the exception of each party’s indemnification obligations as set out herein, be liable for any indirect, consequential, incidental or exemplary damages, or for any loss of profits or revenue, including but not limited to damages for the use or inability to use the services, loss of sales, data, profit, revenue, information, software or costs of procurement of substitute goods and services arising out of or in connection with this agreement.

 

9. Indemnification. Each party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its respective officers, directors, employees, agents and suppliers (“Indemnified Party”) from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims by third parties resulting from the Indemnifying Party’s breach or alleged breach of this Agreement. The Indemnifying Party’s obligation to indemnify the Indemnified Party hereunder, is conditioned upon the Indemnified Party promptly notifying the Indemnifying Party, in writing, within fourteen (14) days of any such claim (however, failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its obligations hereunder, except to the extent the Indemnifying Party has been damaged thereby), promptly tendering the control of the defense and settlement of any such claim to the Indemnifying Party (at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel), and cooperating reasonably with the Indemnifying Party in defending or settling such claim including, but not limited to, providing any information or materials necessary for the Indemnifying Party to perform the foregoing. The Indemnifying Party will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the Indemnified Party, without the Indemnified Party’s prior consent, which will not be unreasonably withheld. The Indemnified Party will have the right to participate in the settlement or defense of any such claim at its own expense.

 

10. Confidentiality. The Service contains valuable proprietary information and trade secrets of Company and constitutes confidential information of the Company which: (i) is in written, recorded, graphical or other tangible form regardless of whether it’s marked “Proprietary”, “Confidential” or with a similar legend denoting the disclosing party’s proprietary interests therein, or not marked at all; (ii) is in oral form and identified by the disclosing party as proprietary or confidential at the time of oral disclosure, with subsequent confirmation in writing within 30 days of such disclosure; (iii) is of apparent proprietary or confidential nature; or (iv) Company’s rates (“Confidential Information”). The Advertiser undertakes and agrees that the unauthorized use or disclosure of this Confidential Information could cause irreparable damage to Company, and Company shall be entitled to seek an injunction or other equitable relief in any jurisdiction in order to enforce the provisions hereof.  Advertiser and whom on its behalf agrees not to disclose the Confidential Information to any third party unless otherwise expressly permitted by this Agreement. In addition, Advertiser shall not disclose any Confidential Information to any third party or to its officers, directors, employees or contractors, except to officers, directors, employees or contractors who have to be informed on a “need-to-know” basis in order to carry out the purpose of this Agreement and, which are bound by confidentiality obligations no less rigorous than those contained herein. Further, the Advertiser agrees to protect against the disclosure of the Confidential Information using reasonable security measures at least as strong as measures used by Advertiser to protect Advertiser’s own confidential information. Upon termination of this Agreement, or upon written request by Company, Advertiser must destroy or return to Company any Confidential Information. This section shall survive termination of this agreement for any reason.

 

11. Changes to the Services and this Agreement. The Company reserves the right to modify, correct or amend the Services or these Terms, without notice and at any time. We will notify you regarding substantial changes of the Terms on the homepage or we will make best efforts to send you a notice regarding such material changes to the e-mail address that you provided in the registration form. Such substantial changes will take effect seven (7) days after such notice was provided on our Site or sent by email. Otherwise, all other changes to these Terms are effective as of the stated “Last Updated” date and your continued use of the Services after the Last Updated date will constitute acceptance of, and agreement to be bound by, those changes. If Advertiser does not agree to any amendment to this Agreement, Advertiser must notify the Company and the Agreement will be terminated.

 

12. Contact us. If you have any questions or comments concerning this Agreement, you are welcome to send us an email at support@jukko.com.com or at Jukko Inc. 300 Mercer St, 4C New York, NY 10003.

 

 

Exhibit A

 

Payments, Terms

Payments

 

Payments to Company shall be made upon completion of a Campaign unless otherwise agreed between the parties. Advertiser’s right to a refund shall not apply in the event that Company terminates this Agreement due to Advertiser’s breach of this Agreement or in the event the account was not active for more than 6 months.

Payments shall be made in US dollars through credit card, or through a different service as agreed between parties.

The Company is under no obligation to perform any Service until the Consideration is received by Company in full. In the event of Advertiser’s failure to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting such amounts.

In consideration of the Service, Advertiser shall pay Company according to the following payment method (“Consideration”), as agreed between the parties:

 

  • “CPM” shall mean cost per mile and impression.
  • “CPC” shall mean cost per click.
  • “CPI” shall mean cost per install.
  • “CPE” shall mean cost per engagement.

 

In the event of CPI or CPE payment method, the Advertiser is solely responsible to provide the Company the applicable definitions and criteria and attribution window for installs or Actions (should it will be agreed between the parties in written), which will be subject to Company’s prior approval. Any revisions to the applicable definitions shall be provided to the Company’s prior approval seven (7) days in advance, all as detailed below.

 

Campaign Terms

 

“Self-Service Advertiser” shall mean an Advertiser that registered and created an Account in which it manages its own Campaigns throughout the applicable Advertiser Account.

The Advertiser reserve the right to determine in its sole discretion the budget, limitations, applicable Actions or installs, filters, provisions on the distribution (Collectively “Campaign Terms”)

The Campaign Terms shall be provided by Advertiser through the Account, in the event of a Self-Service Advertiser. Notwithstanding the above, it is Advertiser’s sole and absolute responsibility to provide the Company with the Campaign Terms.

Advertiser acknowledges that due to technical limitations and the nature of the Service, the daily advertising cost may exceed the daily budget (if applicable) by up to 20% before the Advertisement are removed from the Inventory. In such event, the excess cost shall be reduced from the total budget or any budget of any one or more of the following days of the Campaign Term if desired, at the Company’s sole discretion, provided that the advertising cost shall in no event exceed the total budget in more than 20% of the total budget.