Last updated: 15.06.2024
PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR THE “AGREEMENT”) CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE.
These are the Terms and Conditions that apply to the use, by Publishers, of the various services available on the Platform.
These Terms incorporate AdSmaato’s Privacy Policy, Cookies Policy as well as any other policies published on the Website, so by accepting these Terms, you agree with and accept all the policies published on the Website.
AdSmaato Inc. (“AdSmaato”) is a company incorporated and registered in Brazil under the registration number HM 263571, having its registered address at 8772, Jensen Inlet, West Ottis, South Dakota, Brazil.
References in these Terms to “your” or “you” are to the person/entity who accepts these Terms and agrees to create accounts and use the services as set out in and under these Terms. You and AdSmaato shall together be referred to as the “Parties” and references to a “Party” shall be to the relevant one of them as the context requires.
2.1. In these Terms unless otherwise specified:
3.1. In order to become a Publisher and offer the Services you must register and create an Account with us.
3.2. You agree to provide accurate and complete information about yourself during the registration process and you also agree not to impersonate any person or entity, and not to hide your identity from AdSmaato for any reason whatsoever. If you register as a commercial entity, you declare that you have the required authority to bind that entity to this Agreement. When you open an Account, AdSmaato may ask that you provide certain documents to identify yourself and to verify the information you have submitted to us upon registration, such as identification card or a passport, a utility bill, a bank statement or any other document proving your identity issued by a governmental body and/or connection with the entity, as the case may be. AdSmaato reserves the right to refuse or reject a registration, at its own discretion.
3.3. You are only allowed to register to become a Publisher and/or use the Services if you are eligible in accordance with the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject. AdSmaato has no obligation or capability to, and therefore does not, verify whether you are eligible to use any of the Services and we shall not bear any responsibility for your use of the Services.
3.4. We may directly or indirectly (through third parties), make any inquiries as we consider necessary to check the relevance and accuracy of the information provided for verification purposes.
3.5. By becoming a Publisher and/or using any of the Services you agree to be bound by these Terms which represent a binding legal contract between the Parties. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our application and platforms. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
3.6. Publishers are not allowed to hold more than one account with AdSmaato for any reason. AdSmaato shall have the right in its sole and absolute discretion to permit you to register more than one Publisher account. You will need to contact AdSmaato support to request such permission.
4.1. Publishers are able to use the Services in order to Implement Advertising Materials. In this regard, AdSmaato grants you a non-exclusive, worldwide, royalty-free, fully paid up right and license to use the AdSmaato Ad Tag on a Publisher’s Website.
4.2. AdSmaato shall have the right in its sole and absolute discretion to review and approve a Publisher’s Website which has been submitted on the Platform. In this regard, AdSmaato shall have the right in its sole and absolute discretion to refuse to accept a Publisher’s Website which it either disapproves of, or is deemed to be in breach of these Terms. AdSmaato may refuse to accept a Publisher’s Website for many reasons, including but not limited to:
4.3. You are responsible for ensuring that a Publisher’s Website which has been submitted on the Platform does not feature any Inappropriate Content.
4.4. You hereby expressly agree that a Publisher’s Website which has been submitted on the Platform does not and shall not infringe any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy). You also agree that a Publisher’s Website which has been uploaded on the Platform is not and shall not be offensive or defamatory or unlawful in any other way.
4.5. AdSmaato shall notify the Publisher, via the Dashboard, of its approval (“Approval”) of a Publisher’s Website which has been submitted on the Platform. Following an Approval, AdSmaato shall provide the Publisher with the AdSmaato Ad Tag to allow the Publisher to Implement the Advertising Materials.
4.6. Following Implementation, the Advertising Materials may start generating impressions/clicks/actions.
4.7. The Publisher shall place the AdSmaato Ad Tag on all appropriate pages within the Publisher’s Website. A Publisher shall not alter the AdSmaato Ad Tag in any way without AdSmaato’s prior written consent. The AdSmaato Ad Tag may not be used on a web page other than one located on a Publisher’s Website which has been approved by AdSmaato on the Platform and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books or any other location without AdSmaato’s prior written consent. The Publisher is not allowed to place AdSmaato Ad Tag into an iframe without AdSmaato’s prior written consent.
4.8. AdSmaato has zero tolerance against SPAM of any kind, including but not limited to unsolicited e-mails, bulletin boards (forum) spam, chat or messengers spam or comments spam. You are responsible for ensuring that a Publisher’s Website which has been submitted on the Platform does not contain SPAM of any kind. AdSmaato reserves the right to terminate your account, in accordance with clause 7.1, if a Publisher’s Website contains SPAM of any kind.
4.9 Publisher's Website must contain a privacy policy section that clearly discloses any data collection, sharing and usage that takes place on the Website. If the Website is placing and reading cookies on visitors' browsers to collect information, the cookies consent message should be provided to each visitor.
5.1. AdSmaato collects fees from Advertisers (the “Fees”), calculated as follows:
An Advertiser may choose between any of the following three pricing models:
Each pricing model shall be referred to as a “Charge Event”.
An Advertiser shall also set the price for the Advertising Material (the “Price”). The charge shall be calculated having regard to the applicable Charge Event and Price.
For example, if an Advertiser has opted for CPM and has set the price at $1.00, the Advertiser shall be charged a fee of $1.00 for every 1,000 impressions.
5.2. A Publisher shall be entitled to a revenue share received from the applicable AdSmaato Ad Tag (the “Net Fees”). By providing the Services you agree to accept the relevant Charges. You acknowledge and agree that the payment obligations hereunder are based solely on:
and not on any other criteria. You shall be able to view the number of impressions/clicks/actions via your Dashboard.
5.3. You acknowledge and agree that AdSmaato may make adjustments to the number of impressions/clicks/actions or to your Account's balance in case of software errors, server downtime or under any other circumstance that caused discrepancy in the number of impressions/clicks/actions or in your Account's balance, in order to remedy and rectify any inaccuracies.
5.4. You acknowledge and agree that AdSmaato may make adjustments to the balance in your Account in the event that there is a chargeback request from an Advertiser, as this will reduce the Fees received from the Advertisers and accordingly the amount of the revenue share. You further and agree that the revenue share is subject to chargebacks and, as such, is conditional, even subsequent to its payment to you.
5.5. AdSmaato may, in its sole and absolute discretion, offer you custom Net Fees, custom Payment Dates and custom Minimum Net Fee (each a “Custom Term”). Any Custom Term must be agreed in writing between the Parties. You undertake not to disclose any of the information contained in a Custom Term to any third party.
5.6. AdSmaato shall pay the Publisher the Net Fees bi-monthly in arrears on the 1st and 16th day of each month (collectively “Payment Dates” and each a “Payment Date”) on a NET15 basis provided that each Payment Date falls on a Business Day. If a Payment Date does not fall on a Business Day, the payment shall be made on the next Business Day following the relevant Payment Date.
5.7. Payments shall be made to the bank account, payment service provider account or debit/credit card registered on your Account.
5.8. AdSmaato utilizes Hyperwallet payment services to deliver payments to you. Such payment services are subject to the Hyperwallet Terms of Service and the Hyperwallet Privacy Policy .
5.9 In the event that the Net Fee is less than the “Minimum Net Fee”, AdSmaato shall hold payment until the Net Fee exceeds the Minimum Net Fee. Once the Net Fees have exceeded the Minimum Net Fee, AdSmaato shall pay the Publisher the Net Fee on the next Payment Date.
5.10. AdSmaato has no control, and is not responsible for any fees or charges that may be imposed by a financial institution (such as a bank or other payment services provider) on the transfer of the Net Fees to a Publisher. You agree that any Net Fees received by you may be received net, after the deduction of any fees or charges imposed on the transfer.
5.11. AdSmaato may, on a Publisher’s written request, pay the Net Fees to the Publisher in a currency other than USD (for example, EUR, GBP or XBT), referring solely to such exchange rate as calculated by AdSmaato’s bank or payment provider (the “Conversion”). AdSmaato shall not be responsible or liable for any losses which may be suffered by you as a result of the Conversion, nor shall AdSmaato be liable for any errors in the rates of exchange provided by AdSmaato’s bank or payment provider.
5.12. AdSmaato shall, by method of self-billing, send you invoices in relation to each Payment Date. The invoices shall be generated automatically having regard to the Charges applicable for each Payment Date.
5.13. Publisher shall provide AdSmaato with accurate data which is fully and legally compliant for the purposes of invoicing and taxation.
5.14. Any Publisher residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to AdSmaato. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold AdSmaato harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued.
5.15. Publisher shall notify AdSmaato if his VAT registration number has changed or was cancelled.
5.16. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of any data provided by the Publisher, AdSmaato is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.
5.17. In case there is a claim for a chargeback from an Advertiser or if we suspect that you may be in breach of these Terms, we shall hold payment until we make necessary adjustments or conduct necessary investigations.
By becoming a Publisher and/or by using the Services you hereby agree, represent and warrant that:
For cause
7.1. We reserve the right to suspend or terminate your Account and/or refuse or cancel any of our Services if we have any reason to believe or suspect that you are in breach of these Terms including your representations and warranties contained herein, or other legal obligation (including fraudulent) without prior notice or liability. We also reserve the right to change, suspend or discontinue all or any part of the Services at any time without prior notice or liability.
7.2. Further, should your Account be suspended or terminated you will lose access to your Account and will not be able to undertake any transaction on the Platform.
7.3. You understand and agree that you may not be able to access any of the Services if your Account is suspended. In case the cause of the suspension is resolved by us, we shall restore your Account and restore your access to your Account. We shall not be held liable to you for any consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of your account being suspended.
7.4. We further reserve the right in our sole discretion, to refuse or cancel any of our Services, and/or refuse to distribute profits (including Net fees) to any person for legitimate reasons, including, without limitation:
7.4.1. if we have reason to believe that your activities or use of the Services may be illegal;
7.4.2. if we may be harmed by any fiscal or pecuniary damage due to your activities on or through the Services; or
7.4.3. if we have any reason to believe, or if for any reason we consider that you have used the Services in breach of or in a manner which contravenes any of these Terms, including your representation and warranties contained herein.
7.5. If we terminate your Account in accordance with clause 7.1 or if we refuse or cancel any of our Services in accordance with clause 7.4, you surrender your right to receive payment of any balance standing to your credit in your Account and we shall be under no obligation to refund any balance held in your Account, which shall be deemed forfeited.
Without cause
7.6. Either Party may, without prejudice to any other rights they may have, by giving five (5) Business Days notice in writing to the other Party, terminate this Agreement without cause.
7.7. Subject to clause 7.4, on termination of this Agreement, in accordance with clause 7.6, we shall pay any Net Fees due to you up to the date of termination, provided that the amount is above the Minimum Net Fee, and this shall be paid to you on the next Payment Date following the date of termination. If the Agreement is terminated by AdSmaato, we shall pay any Net Fees due to you, even if the amount is below the Minimum Net Amount.
8.1. In this clause 8, “AdSmaato IP Rights” means in relation to AdSmaato, the Platform and Services, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
8.2. AdSmaato shall grant the Publisher an unlimited, non-exclusive, worldwide, royalty-free, fully paid up right and license to use the Platform.
8.3. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any AdSmaato IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the AdSmaato IP Rights and you understand and accept that by using the Services pursuant to these Terms you shall not:
9.1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless AdSmaato and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “AdSmaato Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
9.2. AdSmaato reserves the right to exercise sole control over the defense, at your sole cost and expense, of any claim subject to an indemnity set out in clause 9.1.
9.3. The indemnity set out in this clause 9 is in addition to, and not in lieu of, any other remedies that may be available to AdSmaato under Applicable Law.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:
11.1. To the fullest extent permitted by Applicable Law, in no circumstances shall:
11.2. We shall bear no liability for any damage or interruptions caused by any computer virus, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from AdSmaato, you should login to your Account through the Website, not by clicking links contained in emails.
You are solely responsible for determining whether any action or transaction contemplated by these Terms or related to the Services will give rise to any tax implications on your part.
You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any/or all other taxes to which you may become liable to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax howsoever arising. AdSmaato shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from any action or transaction contemplated by these Terms or related to the Services.
Neither AdSmaato nor any member of the AdSmaato Parties shall be liable or responsible to you, or be deemed to have breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.
14.1. You are solely responsible for maintaining the confidentiality of your Account, including, but not limited to a password, email, wallet address, balance and all activity including transactions made through your Account. AdSmaato personnel will never ask you to disclose your password. Any message you receive or website you visit that asks for the password, other than on the Application, should be reported to AdSmaato.
14.2. It is advisable to change your password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Account. AdSmaato also advises you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. You must never allow anyone to access your Account or watch you accessing your account.
14.3. You must take reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Account.
15.1. We may amend these Terms from time to time, including where there are changes to the Services or as may be otherwise required by any laws or regulatory requirements to which we are subject. The changes will become effective on their effective date and must be accepted by the Account Holder, the first time the Account Holder uses the Services after the publishing of the revised Terms and shall apply on a going-forward basis with respect to any activity initiated after publishing. In the event that an Account Holder does not agree with any such modifications, the Account Holder’s sole and exclusive remedy is to terminate the use of the Services and close the Account.
15.2. If any term, clause or provision of these Terms is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms, which shall remain in full force and effect.
15.3. These Terms constitute the entire agreement between the Parties in relation to its subject matter. These Terms replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
15.4. You acknowledge that by accepting these Terms, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of AdSmaato in relation to the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these Terms. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
15.5. Nothing in these Terms shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and AdSmaato and/or other individuals or entities involved with the development and deployment of the Services.
15.6. These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Brazil Law.
15.7. The Parties irrevocably agree that the Brazil courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes and claims).
15.8. You acknowledge that by accepting these Terms, you agree on using contact details provided in your personal account for any communication method.
You can communicate for any reason, whether a complaint or not, with us by phone or email. Please note that our calls may be recorded so as to safeguard and protect your interests and for us to ensure the quality of our services. AdSmaato may, but are not obligated to, retain any communication with you.
