The service provides you with distribution of your promoted content which may include text, graphics, video, logo, slogan, and your brand name. This promoted content is distributed to Native Ads partners and publishers for the purposes of promoting your product, service, or brand.
When making changes to your account, including changes to live campaigns, it will take up to sixty (60) minutes for those changes to take place. Use of our system is based on the understanding that campaign and account changes are not instantaneous. You therefore agree to pay Native Ads for any amounts spent on your behalf under the old settings during this time period.
Native Ads will use commercially reasonable efforts to provide the Service to you 24 hours a day, 7 days a week. You agree and acknowledge that from time to time the Service may be inaccessible or inoperable for any reason, including without limitation (equipment malfunction, periodic maintenance procedures or repairs that Native Ads may undertake from time to time, or any causes beyond the control of Native Ads).
You hereby grant to Native Ads and its Partners, all rights (including but not limited to, all trade names, trademarks, service marks and copyrights) in the Ad needed to operate the Service (including but not limited to any rights needed to copy, use, store, publicly display, modify, distribute, perform and transmit your Ad).
You shall not use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“Spam“), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, weapons and accessories.
2.1 END-USER LICENSING
The following sites are strictly prohibited from using the Service and Native Ads will actively terminate the Service from sites it finds to be in violation of these prohibitions: sites displaying adult, obscene, pornographic, libelous, infringing abusive or defamatory content, sites participating in, or encouraging participation in, illegal activities, sites that promote hate and discrimination, sites that facilitate the sale of firearms or illegal drugs. In addition, Native Ads reserves the right in its sole editorial discretion to disable its Service on any site.
To use the services you must fund your account. After your account is funded and your ads are submitted through the product platform. All advertisements are subject to review by Native Ads for compliance. Once an advertisement is approved it will be distributed to Native Ads publishers and partners.
All right, title and interest in and to the Site, the Service, compilations, magnetic translations, digital conversions, software and other materials related to the Service are and shall at all times remain the sole and exclusive property of Native Ads and are protected by applicable intellectual property laws and treaties. All Data related to the Site or collected by way of the Service on any website shall be the sole property of Native Ads Inc. You acknowledge that you do not acquire any ownership rights in or to the Service or the Data.
By submitting any Content, you hereby grant Native Ads a limited, non-exclusive, fully paid-up, royalty free, worldwide right to use such Content and your registered and unregistered trademarks, service marks, trade dress, graphics or logos (“Advertiser Marks“) in any of the following: (i) on the Site, any Native Ads' blog or newsletter; (ii) on any business development, commercial sales materials, or press releases; (iii) as any part of the Service; (iv) or in any other reasonable manner that an Advertiser might expect Native Ads to use its Advertiser Marks.
You represent and warrant that (a) you are at least 18 years of age; (b) you have the full right, power and authority to enter into this Agreement; (c) by entering into this Agreement you are not breaching any duty or obligation to any third party; You agree not to violate and breach any terms of any third party networks including but not limited to, Google AdSense/ Yahoo/ Bing. (d) the person executing the Agreement is your duly authorized representative and authorized to bind you to the terms of the Agreement; (e) your Ad and any service or product advertised in your Ad, complies with applicable law and does not contain any content that infringes any intellectual property, contract or tort right of any third party or material or link that is abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening, misleading, false or malicious and does not reflect poorly on or tarnish the reputation or goodwill of Native Ads; (f) your Ad does not contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (g) you will not engage in, or cause others to engage in, spamming, or improper malicious, fraudulent, automated (as determined by Native Ads ) clicking, impressions, inquiries, conversions or other actions. Breach of any of the above representation and warranties may result in immediate termination of this Agreement or suspension of your use of the Service without notice, as well as legal penalties.
You can access the Ad Serving Platform by registering your name and user ID. You can start testing and using the website or setup your campaigns and submit your campaigns for approvals. Once you campaigns are approved – you can fund your account with a minimum of USD $100 payable either by Credit Card or PayPal. After the initial spend of $500 in the Native Ads platform you will be required to submit verification documents to continue using the Native Ads platform. In Native Ads Inc.’s sole discretion, it may provide you with a refund (applicable only within 2 years of payment date received). Refunds will only be provided in the form of a credit to be used to offset future service provided. All payments pursuant to this Agreement shall be in United States Dollars
Due to technological constraints Native Ads cannot guarantee that traffic will not over-deliver from daily, weekly, or monthly budgets. Should an overspend occur, advertisers are liable for discrepancies of up to 20%. Example: A $100 daily budget might spend up to $120.
In addition, please note that advertisers are responsible for maintaining an account balance that is greater than the amount of the campaign budget they create in Native Ads. Should your account go into negative balance you agree that Native Ads may automatically charge your payment method for the amount of your daily budget plus any amount spent above that up to a maximum of 20%.
TO THE FULLEST EXTENT PERMITTED BY LAW, NATIVE ADS DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NATIVE ADS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES NATIVE ADS MAKE ANY WARRANTY AS TO THE PERFORMANCE OF ANY RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE SERVICE OR ANY ADVERTISING PRODUCT. IN NO EVENT SHALL NATIVE ADS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUE, INTEREST, GOOD WILL, LOST DATA, ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, THAT ARE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION TO NEGLIGENCE) OR ANY LEGAL THEORY EVEN IF NATIVE ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY NATIVE ADS, NATIVE ADS 'S LIABILITY TO YOU WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID NATIVE ADS PURSUANT TO THIS AGREEMENT.
UNDER NO CIRCUMSTANCES, IS NATIVE ADS LIABLE TO YOU FOR THE ACTIONS OF A THIRD PARTY OPERATOR.
You agree to indemnify, hold harmless and defend Native Ads and its Partners, directors, officers, employees and agents from any liability, loss, damages, claims, or causes of action, including reasonable attorneys fees arising from or relating to: (a) any allegation that you engaged in conduct, if true would breach your warranties and/or obligations under this Agreement; and (b) any third party claims relating to your Ad and/or any service or product advertised in your Ad.
If you are an advertising agency or any other entity representing an advertiser ("Ad Agency"), this Section applies, and in such case, in the Agreement, "you" and "your" means Ad Agency together with the advertiser. An "advertiser" means entities which are enrolled in the Service by you. Ad Agency represents and warrants that: (a) it is the authorized agent of advertiser and has the legal authority to enter into this Agreement on behalf of the advertiser; and (b) Ad Agency, by enrolling the advertiser in the Service, the advertiser is also entering into the Agreement with Native Ads. Without limiting any provision in the Agreement, Ad Agency and advertiser shall be jointly and severally liable for all payment obligations pursuant to Sections 5 and 7 you hereby waive any obligation that may require Native Ads to proceed against one or more of you prior to proceeding against any others who may also be liable.
You may cancel the Service online through the Login or by providing Native Ads with 72 hours written notice of cancellation, including without limitation, by electronic email to support(AT)nativeads(DOT)com. Native Ads will use its best efforts to cancel the Service within 72 hours after receipt of your written notice to cancel the Service.
The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. You may not assign or delegate any or all of your rights, obligations, and duties under the Agreement without the prior written consent of Native Ads, which may be withheld in Native Ads' sole discretion. If any clause or provision in the Agreement is determined to be invalid or unenforceable, it will not affect the validity of any other clause or provision the Agreement, which will remain in full force and effect. Native Ads reserves the right to modify the terms of the Agreement at time, without notice to you. If you continue to use an Advertising Product after any such changes, your continued use will constitute your consent to such modifications. You will notify Native Ads immediately to any change to the information provided in the Login.
ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT, AN ADVERTISING PRODUCT OR THE SERVICE SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL AND STATE COURT OF LOS ANGELES COUNTY CALIFORNIA, USA, AND YOU CONSENT TO PERSONAL JURISDICTION IN SAID COURTS. THIS AGREEMENT IS GOVERNED BY CALIFORNIA LAW, EXCEPT FOR ITS CONFLICTS OF LAW PRINCIPLES AND SHOULD BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT.
Any questions or comments regarding the Service, including problems with the service, should be sent to support(AT)nativeads(DOT)com.