Use of the NinaData advertising services (the “Services”) is subject to these Terms and Conditions and the related Data Protection Addendum, which together constitute an agreement between you and NinaData relating to the use and delivery of the Services (the “Agreement”). As used in these Terms and Conditions, “you” or “publisher” means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). “We,” “us” or “NinaData” means NinaData Ltd and/or any of our affiliated companies from time to time, and the “parties” means you and NinaData.
By enrolling in NinaData, you permit NinaData to serve advertisements and other content (“Ads”) to your websites, mobile applications, media players, mobile content, and/or other properties approved by NinaData (each individually a “Property”). NinaData may at any time refuse to provide the Services to any Property.
1. ACCESS TO THE SERVICES. Your use of the Services is subject to your creation and our approval of a NinaData Account (an “Account”). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account.
2. ADS.TXT. You must publicly declare NinaData as an authorized seller of your inventory, by hosting the NinaData ads.txt file on your root domain (http://yourdomain.com/ads.txt). The NinaData ads.txt file, as provided to you from time to time, specifies those third parties to whom we may resell your inventory for serving Ads in your Properties.
3. PROHIBITED CONTENT. The following content is prohibited on Properties that use the Services:
– Anything that is illegal or promotes illegal activity.
– Pornography or adult content.
– Graphic or gratuitous violence.
– Hate speech or incitements to violence.
– Harassment or the encouragement of the harassment of others.
– Disclosure of others’ personal information without their explicit consent.
– Malicious code/malware/spyware or other technologically harmful code.
– Intellectual property infringement.
– Impersonation with the intent to confuse, defraud, or defame any third party.
– Any other content that is in some other way inappropriate as determined by us in our sole discretion.4. AD PLACEMENTS. You should ensure that high-quality, accurate metadata and description URLs are provided and maintained for all Properties. You should also accurately declare video ad placement size. Video ad placements must maintain a standard aspect ratio of 16:9 for horizontal videos or 9:16 for vertical videos. Only place in-stream video ad placements with valid in-stream content. Video slideshows highlighting content available on a site without original video content are not valid in-stream content. The duration of video content must exceed the sum duration of video ads. Autoplay is only allowed when at least 50% of the ad unit is visible. No more than one video ad placement may play in view at any given time.In-stream video ads must not be served in out-stream video ad placements. These are examples of ad placements that are considered to be out-stream ad placements:
- Showing video ads in a display banner ad on a web page or app
- Showing video ads in placements with no accompanying video content
- Showing video ads in placements that cycle between display ad units and video ads
5. CHANGES. We may change our Services from time to time. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the NinaData Terms and Conditions at any time. We will publish any modifications to the Terms and Conditions online here and will ask your acceptance of the modifications similarly as we asked your acceptance of these Terms and Conditions. If you don’t agree to any modified terms in the NinaData Terms and Conditions, you will have to stop using the Services.
6. PAYMENT. Subject to this Section 7 and Section 8 of these Terms and Conditions, you will receive a payment related to the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, only if and when NinaData determines that your Properties have remained in compliance with these Terms and Conditions for the entirety of the period for which payment is made and through to the date that the payment is issued.
If your Account is in good standing through to the time when NinaData issues you a payment, we will pay you by the end of the calendar month following any calendar month in which the balance reflected in your Account equals or exceeds the $100 payment threshold. If NinaData is investigating your compliance with these Terms and Conditions or your use of Services has been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
Payments will be calculated solely based on NinaData’s monitoring and reporting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which NinaData has been paid; if, for any reason, NinaData does not receive payment from an advertiser or credits such payment back to an advertiser, you are not entitled to be paid for any associated use of the Services. Additionally, if an advertiser whose Ads are displayed on any of your Property defaults on payment to NinaData, we may withhold payment or charge back your Account.
Additionally, NinaData may refund or credit advertisers for some or all of the advertiser payments associated with your Account. You acknowledge and agree that, whenever NinaData issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Services.
7. SUSPENSION OR TERMINATION. NinaData may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with these Terms and Conditions. If NinaData terminates your Account due to your breach of these Terms and Conditions, including, but not limited to, your causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with these Terms and Conditions, you will not be entitled to any further payment from NinaData for any prior use of the Services. If you breach these Terms and Conditions or NinaData suspends or terminates your Account, you (i) are prohibited from creating a new Account, and (ii) may not be permitted to monetize content on other NinaData products.If you dispute any payment made or withheld relating to your use of the Services, or, if NinaData terminates your Account and you dispute your termination, you must notify NinaData of such dispute within 30 days of any such payment, non-payment, or termination by submitting a written appeal. If you do not, any claim related to the disputed payment or your termination is waived. You may terminate your use of the Services at any time by completing the account cancellation process. Your NinaData Account will be considered terminated within 10 business days of NinaData’s receipt of your notice.
If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to the payment provisions in Section 6, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.
8. TAXES. As between you and NinaData, NinaData is responsible for all taxes (if any) associated with the transactions between NinaData and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, including payment of any value added taxes levied, other than taxes based on NinaData’s net income. All payments to you from NinaData in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. NinaData will charge you for any withholding taxes which may become payable by NinaData for any payments made to you hereunder.
9. INTELLECTUAL PROPERTY. Other than as set out expressly in these Terms and Conditions, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors. If NinaData provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by NinaData, in the manner permitted by these Terms and Conditions. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or you have our written permission. You will not remove, obscure, or alter NinaData’s copyright notices, Brand Features, or other proprietary rights notices affixed to or contained within any NinaData services, software, or documentation. We grant you a non-exclusive, non-sublicensable license to use NinaData’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with these Terms and Conditions. We may revoke this license at any time. Any goodwill arising from your use of NinaData’s Brand Features will belong to NinaData. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
11. WARRANTIES AND INDEMNIFICATION. Publisher represents and warrants that (i) to its knowledge, the Properties do not and will not infringe the rights of any third party, including any copyright, trade secret or proprietary rights of any third party, or rights of privacy or publicity, (ii) to its knowledge, the Properties do not include any illegal or inappropriate content, (iii) it shall comply with all applicable laws and regulations relating to use of personal data which has been obtained from end-users in connection with the use of Services, and (iv) Publisher has the full right to enter into and perform its obligations under the Agreement.
Publisher shall indemnify, defend and hold NinaData and its officers, directors, employees and agents, harmless from and against all damages, claims and liabilities (including reasonable attorneys’ fees) arising out of any breach of the representations and warranties made above.
12. The above indemnification undertaking is conditional upon fulfillment of all of the following conditions: (i) Publisher is promptly informed by NinaData in writing and furnished a copy of each such claim; (ii) Publisher is given the opportunity to negate such claim; (iii) NinaData shall not settle any such claim without receipt of Publisher’s prior written consent, provided that the Publisher has complied with its obligation to indemnify. CONFIDENTIALITY. During the term of the Agreement and for five (5) years thereafter each party shall retain in confidence and shall not use or disclose any business and/or technical information of other party designated in writing as “Confidential” or “Proprietary” (or by the use of words of similar import), or which can reasonably be regarded as confidential, without the prior written consent of the disclosing party and then only to the extent specified in such consent. The recipient party shall maintain the confidential or proprietary information of the disclosing party in confidence, with access only by those employees or subcontractors who have a need to access such information and who have entered into appropriate confidentiality agreements. Such restrictions on use or disclosure of information described above do not extend to any item of information which (i) is at the time of its disclosure or becomes publicly known, (ii) is lawfully received from a third party not bound under a similar confidential agreement with disclosing party as can be proved by written evidence, (iii) was already known by the recipient party at the time of disclosure by disclosing party as can be shown by written evidence, (iv) is at any time independently developed by the recipient party as can be shown by written evidence, or (v) is required by law, court order or an authority to be disclosed.
13. LIMITATION OF LIABILITY. Except in the event of gross negligence, and/or fraud, neither party shall be liable to each other in contract, tort or otherwise, whatever the cause thereof, for any loss of revenue or of profit, business or goodwill or any indirect, special, consequential, incidental or punitive cost, damages or expense of any kind, howsoever arising under or in connection with the Agreement, except for the indemnification set out in Section 12 (Warranties and Indemnification).
(a) Governing Law. The Agreement will be governed by and construed in accordance with the laws of the Finland save for its choice of laws principles.
(b) Notices. Any notice under the Agreement will be in writing and delivered by email and will be deemed given upon confirmation of receipt of email.
(c) No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. The Agreement will not be construed to create or imply any partnership, agency or joint venture between the parties.
(d) Force Majeure. Each party shall be excused from its performance under the Agreement to the extent and for so long as its performance may be hindered or prevented by fire, flood, earthquake, general failure of telecommunications or Internet connections, other acts of God, war, riot, strike, lockout or any other circumstances beyond its reasonable control; provided, however, that the party seeking to be excused shall notify the other party in writing as soon as practicable after the commencement of the condition hindering or preventing its performance and shall make every reasonable effort to minimize the hindrance of such condition and recommence performance as soon as reasonably possible.
(e) Severability. In the event that any of the provisions of the Agreement are held by to be unenforceable by a court of competent jurisdiction, the remaining portions of the Agreement will remain in full force and effect.
(f) Entire Agreement. The Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.
(g) Amendment and Waiver. The Agreement may only be modified or amended by a written document duly executed by both parties. No right hereunder may be waived except in a writing duly executed by the party granting the waiver.
15. SURVIVAL. The right and obligations of parties under Sections 12, 13 and 14 shall survive the expiration or termination of the Agreement in accordance with their respective terms.