We urge you to familiarize yourself with these Terms and Conditions ("Agreement", "Terms and Conditions"), thoroughly and carefully before using www.yottads.com ("the Site") controlled by YOTTADS LTD ("Company", "us", ";we";, or ";our";). This Agreement fixes the legally binding terms and conditions concerning your use of the Site.

By accessing or using the Site in any way, which includes but not limited to, visiting or browsing the Site or adding content or other materials to the Site, you recognize that you are bound by these Terms and Conditions. Capitalized terms are delineated in this Agreement.

Our company YOTTADS LTD (YottAds) is a digital ad network providing advertising and marketing consulting services, conducting mass media market research and analysis, and purchasing advertising space.

You (further referred to as "The Advertiser") is a person or legal entity identified as the advertiser in the corresponding "Advertising Placement Insertion Order(s)", hereinafter collectively named as the "Parties" and each individually as the "Party". The Parties have concluded this Agreement along these lines:

These Terms and Conditions for Advertisers, combined with any associated Advertising Placement Insertion Order(s), collectively "Agreement", characterize the principles and standards of advertisements submitted to the Company, which puts them on Publishers’ websites through its own web platform.

  1. Definitions.
    The following terms shall have the meanings provided below.
    1. "Advertiser" refers to the person or entity identified as the advertiser in the related Advertising Placement Insertion Order(s).
    2. "Advertising Placement Insertion Order" is a written explicit authorization to publish an ad or to broadcast a commercial. It is a purchase order that the Advertiser issues for the Company.
    3. "Advertising" means text-based, graphical, interactive, rich media, video, or other online advertisements, including pop-ups, banners, pop-unders, buttons, and video ads without any reservations.
    4. "Publisher" refers to each and every website owner, with no exceptions, which places advertisings via the Company’s platform.
  2. Representation, Warranties and Covenants.
    1. Mutual Representations, Warranties and Covenants.
      Each party hereto represents, warrants and covenants to the other party that:
      1. The implementation of this Agreement by such party and the implementation by such party of its binding obligations and duties to the degree defined hereunder do not and will not break any agreement to which it is a party or by which it is otherwise bound.
      2. When performed by such party, this Agreement will comprise the legal and binding obligation of such party, enforceable against such party in conformity with its representations, warranties, terms and conditions.
    2. The Advertiser’s Representations, Warranties and Covenants.
      1. The Advertiser has and will have all necessary rights for its Advertising to be delivered to Publisher Websites by the means of the Company’s networking platform.
      2. No claim has been made that The Advertiser does or may not have any right with respect to the Advertising.
      3. No Advertising offered, placed, and displayed by the Advertiser will:
        (i) contravene or violate the intellectual property rights, rights of privacy or any other rights whatsoever of any third party;
        (ii) be false, deceptive, misleading, unethical, unlawful, defamatory, libelous, threatening, harassing, hateful or discriminating;
        (iii) launch auto-install executable pop-ups, ActiveX, hidden browser windows, prompted executable or other controversial media content;
        (iv) bring into being disruption to any computer, computer system, network and shall be free from computer viruses or malicious code.
        Advertisements placed by the Advertiser will:
        (v) abide by all pertinent laws and regulations of Cyprus;
        (vi) Where an advertisement involves a competition, prize draw or similar promotion, abide by, and the competition, prize draw or promotion shall be held by the Advertiser, in conformity with all pertinent laws and regulations, and the Advertiser shall be responsible for the provision of all prizes.
      4. Advertisers and advertising representatives are in all respects responsible for content of the ads. Upon ordering advertisement the Advertiser agrees to reimburse and compensate the Company for any court-related costs borne in the event of a lawsuit that may emanate due to the content of the Advertiser’s advertisements.
  3. No Exclusivity.
    The Advertiser agrees that the Company is not limited or restrained in representation of any other advertisers.
  4. Remedy at Law.
    In the event of any dispute deriving from or relating to this Agreement, the Advertiser’s sole remedy shall be an action for damages at law.
  5. Legal Fees.
    If any action at law or in equity is needed to enforce or interpret the terms of this Agreement, the Company shall be entitled to justifiable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.
  6. Arbitration.
    For any disputes or discrepancies you may have with YOTTADS LTD (YottAds), you agree to first contact us and attempt to resolve the dispute with us in an informal fashion. Any controversies or disputes deriving from or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current commercial arbitration norms, and guidelines of the Cyprus Arbitration & Mediation Centre. The parties shall single out a mutually acceptable arbitrator qualified and knowledgeable about issues relating to the subject matter of this Agreement. If the parties are unable to agree to such a selection, each party will single out an arbitrator and the two arbitrators in turn shall single out a third arbitrator, all three of whom shall preside jointly over the subject matter. The arbitrator shall take place at a location that is reasonably centrally situated between the parties, or otherwise mutually agreed upon by them.
    All documents, materials, and information in the possession of each party that are in any fashion related to the argument shall be made accessible to the other party for review and copy no later than 30 days after the notice of arbitration is served.
    The arbitrator(s) shall not have the authority to alter any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the authority to issue binding orders and restraint orders in relation to the arbitration. The decision made by the arbitrator(s) shall be ultimate and binding on the parties, and judgment may be entered in accordance with the decision in any court having jurisdiction. The agreement to arbitration shall be particularly enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall keep on performing their specific obligations under this Agreement.
  7. Indemnification.
    The Advertiser shall indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, assigns and successors ("the Company Parties") against any liability, damage, loss or expense ("Losses") incurred by or imposed upon the Company Parties in relation to any third-party claim, suit, action, demand or judgment ("Claims"). The Advertiser will not enter into any settlement or compromise of any such claim, without the Company’s prior specific written consent. The Advertiser agrees to reimburse expeditiously the Company for any sums, costs or expenses (which include reasonable attorney’s fees and expenses, settlement costs and disbursements) incurred by the Company in connection therewith.
  8. Limitation of Liability.
    The Company shall not be liable for:
    (i) any delays in the delivery of any Advertising placement;
    (ii) consequential damages of any nature whatsoever;
    (iii) anything influencing the production of an Advertising placement in the event of an act of God, network problems, action performed by any government agency, electronic breakdown or any other circumstance beyond the control of the Company.
    No party will be liable for failure to perform or delay in carrying out any obligation (other than the payment of money) under this Agreement if such failure or delay is due to earthquake, flood, fire, war, strike, riot, insurrection, embargo, blockade, governmental action, legal prohibition, damage, destruction or any other similar reason beyond the control of such party.
    In some jurisdictions, it is not acceptable to restrict liability and therefore such limitations may not apply to you.
    Merchant will not sell, buy, provide, exchange or in any other manner make public Account or Transaction data, or personal info of or about a Cardholder to anyone, except, it’s Acquirer, Visa/Mastercard Corporations or in response to valid government request.
  9. Confidentiality.
    Each party ("Receiving Party") comprehends that the other party ("Disclosing Party") may make public information of a confidential character including, without limitation, product information, data, pricing, financial information, end user information, software, specifications, research and development and proprietary algorithms or other materials that is (a) explicitly and conspicuously identified or classified as "confidential" or with an akin designation; or (b) is made public in a fashion in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the conditions that the disclosure should be handled as confidential, whether or not the specific designation "confidential" or any similar designation is used ("Confidential Information").
    The Receiving Party agrees, for itself and its agents and employees, that it will not publish, reveal, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party with no prior specific written approval of the Disclosing Party in each instance.
    The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each party obtaining each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were party to this agreement.
  10. Severability.
    If any point or stipulation of this Agreement is held to be illegal, unenforceable or invalid for whatever reason, the Parties agree that the remainder of this Agreement is not to be affected thereby and there shall be supplemented as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.
  11. Independent Contractors.
    It is the intention of the Company and the Advertiser that the Company and the Advertiser are, and will be deemed to be, independent contractors concerning the subject matter of this Agreement. Nothing mentioned in this Agreement shall be construed to comprise a partnership or joint venture or any other fiduciary relationship.
  12. Rejection of Advertising.
    The Company reserves the right to reject, omit or exclude any Advertising for any reason at any time without any liability whatsoever, with or without notice to the Advertiser.
  13. Cancellation by the Advertiser.
    Terminations must be made along with notice in writing five (5) business days before the Order’s Start Date. The Advertiser is to be entirely liable for the cost of placements that ordered and not cancelled later than five (5) business days before the order is scheduled. If the placement is ordered and the Advertiser fails to deliver the Advertising, the Advertiser shall be liable for the cost of such placement, even if such Advertising is not placed in fact. All unused funds will be returned within 10 business days. Live campaigns are to be cancelled with a notice written two (2) business days in advance.
  14. Discounts.
    The Advertiser agrees that all frequency and/or volume discounts are based on the Advertiser’s fulfillment of the schedule defined in the Advertising Placement Insertion Order. If this schedule is not properly kept or cancelled, the Advertiser pays the standard price per actual impressions, clicks, etc. activity).
  15. Advertising Delivery.
    Certain level of circulation, distribution, reach or readership for any advertisement is not guaranteed by the Company.
  16. Traffic Reports.
    The Company reports traffic to the Advertiser in a way and on a schedule stipulated by the Company unless otherwise requested in writing by the Advertiser and explicitly agreed in writing by the Company. Payments to the Company shall be due and payable at the rate and full amount provided for herein, on the basis of the measurement guidelines as reported to the Advertiser by the Company.
  17. Billing & Collections.
    Payments to the Company must be performed in full before any advertising launch. Invoices may be rendered on the Start Date of the contract period set forth in the Order.
  18. Refund Policy.
    The Company exerts itself to offer the best service possible to its clients. However our services may not satisfy every business and Advertisers who have observed and abided by our terms of use has the right to request a return of the balance remaining on their account at any moment of time. In order to request a return of funds please approach your account representative or contact our accounting department and they will respond within 48 hours to handle your request.
  19. Assignment.
    Neither party may assign this Agreement, in full or in part, without the other party’s prior specific written consent, except that either party may assign this Agreement without consent of the other in the case of a acquisition, merger, consolidation, reorganization or sale of its assets. Without restricting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
  20. Notice.
    All notices, requests, consents, and other communications under this Agreement should be submitted in writing and shall be viewed as granted when delivered via:
    (i) certified mail, return receipt requested, all the necessary fees prepaid;
    (ii) Royal Mail, Federal Express, UPS One-Day Service, or other similar courier service, with proof of sending;
    (iii) hand delivery, with acknowledgement of receipt.
  21. Governing Law.
    You agree that this Terms and Conditions and any dispute deriving from your use of this web site or our products or services shall be governed by and construed in conformity with local laws where the headquarters of the owner of this web site is situated, without regard to its conflict of law provisions. By registering or using this web site and service you consent and submit to the exclusive jurisdiction and venue of the county or city where the headquarters of the owner of this web site is situated.
  22. Amendment, Waiver.
    No alteration to, or waiver of, any provision of this Agreement will be effective unless in explicit writing and signed by both parties. The waiver by any party of any violation or default will not comprise a waiver of any different or subsequent breach or default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.
  23. Entire Agreement.
    This Agreement, combined with the Insertion Order represents the entire agreement between the parties with respect to the subject matter hereof and will supersede all prior agreements and communications of the parties, oral or written. Except in the case of fraud, no party shall have any right of action against any party to this Agreement deriving from or in connection with any pre-contractual statement. For the purposes of this clause "pre-contractual statement" means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any origin or sort whatsoever, whether or not in writing, relating to the subject matter of this Agreement made at any time prior to the date of this Agreement.
  24. Miscellaneous Information
    (i) If this Terms and Conditions comes into conflit with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with relevant law, and the remainder of this Terms and Conditions will stay valid and intact;
    (ii) The failure of either party to assert any right under this Terms and Conditions shall not be viewed as a waiver of any that party’s right and that right will stay in full force and effect;
    (iii) You agree that without regard to any statue or contrary law that any claim or reason deriving from this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be perpetually barred; (iv) We may assign our rights and obligations under this Terms and Conditions and we shall be relieved of any further obligation.
    This Agreement is intended by the parties hereto as a full and final expression of their agreement and comprehension with respect to the subject matter hereof. This Agreement may not be changed or altered, or any covenant or provision hereof waived, except by an explicit agreement in writing.