Terms and conditions
This adOne B.V. Membership Agreement (the "Agreement") is a legal contract between you and adOne B.V. ("adOne"). The Agreement governs the use of the various online advertising services, whether fee-based or free of charge, offered on adOne B.V.'s website. Your use of the Services is conditioned on your acceptance of this Agreement. By using any Service or by checking the acceptance box at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Services for which you register. Since this is a binding legal agreement between you and adOne B.V., please print a copy of this Agreement for your records.
To use the services of adOne.com, it is necessary for you to accept the terms and conditions of this agreement. You may accept these terms and conditions by clicking on the "Register" button on the registration page.
If you agree to these terms and conditions, you will be deemed to be familiar with the rights and duties arising from the provisions contained in these terms and conditions.
These terms and conditions will apply to all agreements and arrangements entered into with the Publisher by or in the name of adOne. A written agreement will be required for deviations if any from these terms and conditions.
1 - Definitions
Whenever reference is made to the following terms in this agreement, they will have the following meanings:
The private company with limited liability based in the Netherlands.
The natural person or legal entity that provides users access to his/its site via Ad exchanger or Publisher sites through a link or other electronic linkage, where a user can purchase products and/or services, whereby remuneration will be payable to the Publisher website for such purchased products and/or services, and/or for each user who is registered on the site and with whom adOne has entered into an agreement for the provision of services to (the undertaking or organisation of) the customer, or where the customer enters or has entered into such agreement on behalf of third parties, as well as customers for goods and services supplied or to be supplied by adOne.
Every natural person or legal entity that has accepted the terms and conditions and is accepted as Publisher by adOne, to provide users of its site access through a link or other electronic linkage to the site of a Advertiser and/or generates transactions for a Advertiser via promotions through other means.
Every natural person or legal entity that has accepted the terms and conditions and it accepted as Ad exchanger by adOne to display ads on his or her website and to earn credits. These credits can be used to advertise on other websites of the ad exchange for free.
A user who surfs to a Advertiser via an adOne link.
A user who is connected to a website of a Advertiser via the Publisher, and who has carried out a specific action on the Advertiser's website, for example, registration as a user.
A transaction is a purchase, login, or other action as described in the program of the Advertiser, that is executed by or under instructions of a user, on the website of a Advertiser.
A collective term for valid clicks, leads and transactions.
A collective term for invalid clicks, leads and transactions that can result in automatic opening, spiders, robots, searches in email or chat rooms, script generators, the placing of links on websites other than those specified, and clicks that are not generated by a browser, clicks that are not preceded by an active action of a user who wishes to access a specific website. The appeal or call to click on links, or rewarding users for clicking on links will also be regarded as artificial traffic, subject to the judgement of adOne and/or the Advertiser.
Every Internet user who goes to a Advertiser site through a link, via an Publisher site.
Website of the Publisher on which the Publisher places links to Advertisers.
Publisher and Ad Exchange Program:
Programs owned by adOne.
Agreement or Contract:
The agreement between adOne and the Ad exchanger or Publisher, entered into in connection with the Ad exchange or Publisher Program.
Words that refer to the male gender will also include the female gender and other genders, and words that only refer to the singular will also include the plural, and vice-versa.
Clause 2 - Logging-in and acceptance
2.1 Any person who has a site on the Internet may apply for designation as an Ad exchanger, Publisher and/or Advertiser. If the Publisher is a natural person, he should be at least 18 years of age. If the Publisher has not yet reached the age of 18, one parent should consent to his/her subscription to adOne's Publisher Program. The subscription of an Publisher younger than 18 years without parental consent will be void or voidable.
2.2 Applying for designation as an Ad exchanger or Publisher signifies that the Ad exchanger or Publisher accepts the terms and conditions and agrees to abide by the same.
2.3 In order to be able to participate as an Ad exchanger or Publisher in adOne's Ad exchange or Publisher Program, the Ad exchanger orPublisher must:
• fully fill-out the subscription form accurately;
• confirm that he/she accepts the terms and conditions;
• must be accepted by adOne;
• must be accepted by one or more Advertisers.
2.4 An Advertiser and/or adOne may accept a person as an Ad exchanger or Publisher through a confirmation email sent to the Ad exchanger or Publisher.
2.5 The Ad exchanger or Publisher guarantees that the information provided by him to adOne about himself and his website is correct and complete and that this information corresponds to the actual facts.
2.6 The Ad exchanger or Publisher must immediately notify adOne of all changes in the information by updating the information provided about him on adOne's website. If the Publisher is a legal entity, the VAT number should also be notified to adOne.
Clause 3 - Use
3.1 It is permissible for the Ad exchanger or Publisher to place links on his website, to websites that have an Ad exchanger or Publisher Program registered with AdOne.
3.2 The Ad exchanger or Publisher will not allow any misunderstanding to exist about the fact that it is not the Ad exchanger or Publisher, but the Advertiser, who supplies the products and/or services.
3.3 The Ad exchanger or Publisher should exclusively use the name of the Advertiser and the promotional material specially provided by adOne, for the purposes of the Ad exchange or Publisher Program, in the manner to be specified by the Advertiser from time to time, and thereby to always follow all the instructions of the Advertiser in this connection. Another pre-condition is that changes should not be made, and that use should not be misleading or capable of causing damage to the Advertiser.
3.4 Without prejudice to the provisions contained in Clause 3.3, the Ad exchanger or Publisher will respect the copyright, trademark rights and other exclusive rights of Advertisers and third parties.
3.5 The Ad exchanger or Publisher will only use the content for the purposes of the Publisher and ad exchangeProgram and will not make any changes to the same.
3.6 The products and/or services on the Advertiser site may change regularly. The Publisher or Ad exchanger will ensure at all times that the terms and conditions of the products and/or services (mentioned) on his site and/or that may be in his possession for promotional purposes are identical to the products and/or services mentioned on the Advertiser site from time to time.
3.7 Publishers or Ad exchanger may not use the materials supplied for actions and/or conduct that violates applicable laws or the present terms and conditions. Among others, this will include, but not be limited to, the following actions and conduct:
• Sending large quantities of unsolicited emails with identical content;
• Infringement of copyright on works protected by copyright, or otherwise violating the intellectual property rights of third parties;
• Misleading third parties;
• Misusing the texts, logo or information of the Advertiser;
• Directly offering remuneration to consumers to enter into transactions with Advertisers (without the express consent of the Advertiser).
3.8 Among other things, the content of the Publisher or Ad exchanger site may not:
• involve illegal activities, or promote, or incite persons to engage in the same;
• damages the good name and reputation of Advertisers, and/or adOne itself;
• violates the copyright, trademark rights or other rights of the Advertiser or any third party;
• is of an erotic, pornographic or violent nature;
• discriminates on the basis of race, sex, religion or philosophy of life.
3.9 The Publisher or Ad exchanger also guarantees either he is the holder of the rights relating to all the information and productions on his website, or that the owner of the rights on the information and productions on his website has given his express consent to the publication of the same on the Ad exchanger or Publisher's website. The Publisher or Ad exchanger also guarantees that the information and the productions on the Publisher or Ad exchanger website do not violate third-party rights, including intellectual property rights and that the information and productions are not in any way offensive, prohibited or suspicious.
3.10 If links are placed on the Ad exchanger or Publisher site whereby the Publisher receives a commission for each click or Ad exchanger earns credits, such site should be in English and freely available to the public.
3.11 If the Advertiser states that the installation and the use of the link with the Publisher or Ad exchanger is not desirable, adOne will have the right to block the link.
3.12 The Publisher or Ad exchanger undertakes to remove a link from the Publisher or Ad exchanger site within two working days, if the Advertiser and/or adOne requests the Publisher to remove the same.
3.13 Each Publisher or Ad exchange Program may be modified or terminated by adOne at any time. Information about the Publisher or Ad exchange Programs will be available on the adOne website (www.adOne.com). The Publisher or Ad exchanger must keep himself updated about all the possible changes in the Publisher or Ad exchange Programs. In particular, if a registered website has terminated its Publisher or Ad exchange Program, or where the commission structure for Publishers or Ad exchangers has changed.
3.14 The Publisher or Ad exchanger will not make any promises and/or undertake obligations for or on behalf of the Advertiser.
3.15 The Publisher or Ad exchanger may not in any manner, contribute to creating artificial traffic to the linked websites. The Publisher or Ad exchanger must immediately notify adOne of all known or suspected improper or wrong use of the Ad exchanger or Publisher's links to the adOne website and/or an Publisher or Ad exchange Program, in any manner whatsoever.
3.16 Unless adOne has expressly given its permission for the same in writing, the Publisher or Ad exchanger may not transfer or pledge his rights and/or duties under any contract or agreement with adOne, in whole or in part, to a third party, without the prior written consent of adOne. The required approval for the same may be subject to terms and conditions imposed by adOne.
3.17 The Publisher or Ad exchanger consents to his registered information being published on the adOne website for Advertiser information.
Clause 4 - Remuneration
4.1 The Publisher or Ad echangerr may claim a commission if:
• AdOne has registered a click on the Publisher site and a remuneration is payable for each click;
• Products and/or services that a user may have purchased and/or requisitioned on one or more sites of the Advertiser, and if these are registered through the link via the Publisher site, and a compensation is payable for the same.
• The Ad exchanger can earn credits for the number of impressions that he or she will display on the website. The ratio is 2:1 so the Ad exchanger will get for every 2 ad impressions on the website 1 ad impression on a different website which is part of the ad exchange. The credits can not be payed out in money. If there is any fraud adOne is allowed to close the account without informing the Ad exchanger and the delete the credits.
4.2 The Publisher will only be paid if the Advertiser has approved the transactions. The approval of the transactions will be subject to the judgement of the Advertiser and to pre-defined criteria laid down by him.
4.3 If the user returns the service or product and/or cancels the same, the Publisher cannot claim the commission in question. The Publisher will not receive any commission in such case.
4.4 The commission mentioned in Clause 4.1 is for Publishers associated as a company, exclusive of VAT, and/or other additional costs. If not, VAT will be charged on the commission insofar as Dutch law is applicable.
4.5 The recording of clicks and transactions represented on the adOne website will be binding on the Publisher.
4.6 As soon as an Publisher places promotional material from a Advertiser Publisherd with adOne in a website, email or other digital carrier, he declares that he is aware of and consents to the remuneration specified by the Advertiser, and the duration of this program.
4.7 The commission will be paid into the account number specified by the Publisher, provided the Publisher has generated valid traffic and that adOne is fully paid by the Advertiser to whose Publisher Program the Publisher has subscribed. Commission amounting to less than 100 euro will not be paid. If the commission for a month is less than 100 euro, no payment will be made in the month in question, and the commission will be accumulated. The payment of the same will take place in the month in which the total amount comes to 100 euro or more.
4.8 Payments to the Publisher should be made directly into the Publisher's bank account. The Publisher must state the desired method of payment on the adOne website, along with details of his bank account, including the name and branch of the bank and the Publisher's account number.
4.9 If the payment is to be made into (bank) accounts of Publishers which is not in the Netherlands, the bank charges if any for foreign payments will be deducted from the payment.
4.10 adOne will pay the total commission earned by the Publisher built up through participation in the various Publisher programs in Euros after the end of every month.
4.11 adOne will have the right at all times to set-off amounts owed to the Publisher against any amounts owed by the Publisher to adOne under any head whatsoever.
4.12 The accumulated balance will be cancelled if the Publisher earns less than 100 euro total commission, and if no transactions have taken place within a period of 12 months.
4.13 The Publisher is responsible for the payment of all taxes and social security payments due on all the payments made to him by adOne.
4.14 No part of this agreement creates or will be deemed to create a partnership or relationship of employer and employee between adOne and the Publisher.
Clause 5 - Liability
5.1 The Publisher and Ad exchanger is fully responsible and liable for the development and maintenance, functioning and content of the site.
5.2 Except in the case of wilful causing of damage and/or grave negligence of a Advertiser, adOne is not liable for damage and/or costs of the Publisher or Ad exchanger in connection with participation in the Publisher Program, such as - but not limited to - damage and costs arising due to improper functioning of the adOne site, and technical faults.
5.3 The Publisher or Ad exchanger will ensure that all the obligations under the tax laws will be fulfilled and indemnifies adOne in connection with all related claims.
5.4 adOne cannot guarantee or provide any assurance for the performance of the Publisher or Ad exchange Program of adOne or of the links to the linked websites.
5.5 adOne will not be liable for errors in the implementation of the links on the website of the Publisher or Ad exchanger or for the functioning of the links.
5.6 The Publisher or Ad exchanger will protect adOne at all times against, and indemnify adOne in respect of all costs, damage and interest that adOne may have to pay as a direct consequence of the claims of third parties against adOne in relation to incidents, actions or negligence during or within the margin of the execution of the order, for which adOne is not liable to the Publisher or Ad exchanger under these terms and conditions.
5.7 adOne cannot be held liable for defects in the Publisher or Ad exchange Program, interruptions in the access to the Publisher or Ad exchange Program, violations in respect of the data or loss of data in the information processing system, defects in the security system, or viruses or other damaging software components that are used for the adOne Publisher Program, or for damage caused by viruses or components to the Publisher or Ad exchange Program, the Publisher or Ad exchanger's software and/or website.
Clause 6 - Intellectual property
6.1 The copyright and other intellectual property (including the rights associated with the same) relating to reports, recommendations and other products and/or services and/or documents that are produced for the benefit of the Ad exchanger or Publisher, will always (continue to) remain with adOne or the third parties engaged by adOne. The explicit, written consent of adOne will be required if the Publisher or Ad exchanger wishes to acquire the right to reproduce or publish the products and/or services and/or documents, or to use the same for purposes other than those for which they were intended at the time of handover by adOne to the Ad exchanger or Publisher.
6.2 The Ad exchanger or Publisher may not publish or hand over to third parties the items specified in Clause 6.1 or the information and know-how described in the same, unless adOne has specifically granted the Ad exchanger or Publisher written consent for the same.
6.3 It is not permissible for the Ad exchanger or Publisher to remove or modify any mark relating to copyright, trademark, brand name, or other intellectual or industrial property rights on the software, equipment or materials, including any mark concerning the confidential nature of the software and the related obligation to maintain secrecy.
6.4 If the Publisher or Ad exchanger neglects or defaults in the execution of Clause 6.1, adOne has the right to recover all the items owned by it at the cost of the Publisher or Ad exchanger. The Publisher or Ad exchanger will grant irrevocable, nunc pro tunc (with retrospective effect) access to adOne or third parties engaged by adOne, to the location where the items in question are stored.
6.5 The Ad exchanger or Publisher guarantees - by consenting to an agreement, in which reproduction of any item is protected by intellectual property rights - that no violation will be made of copyright or other intellectual property rights of third parties. The Ad exchanger or Publisher will indemnify adOne against any and all consequences, financial or otherwise, that may result from copying or reproducing of any such material by adOne under instructions from the Ad exchanger or Publisher.
6.6 adOne owns all the copyright, trademarks, intellectual property rights, know-how and all other rights associated with the Publisher and Ad Exchange Program or with the software required for the Publisher and Ad exchange Program. The Publisher or Ad exchanger will not obtain any right or permission under this agreement.
6.7 If the terms and conditions described in Clause 6.1, 6.2 and/or 6.3 are violated, the Publisher or Ad exchanger will be liable to pay adOne the sum of € 50,000 for every violation, without need to issue a notice of default and without any prejudice whatsoever to all or any of adOne's other rights to demand performance of the agreement, to terminate the agreement, claim additional damages, etc.
Clause 7 - Secrecy
7.1 Prior to, during and after the completion of the contract entered into with adOne, the Publisher or Ad exchanger will be required to abstain from making any declaration to third parties or to provide any information to them concerning the methods used or data provided by adOne, in the broadest sense of the term.
7.2 If the Publisher or Ad exchanger violates the terms and conditions contained in the present article in any manner, he will be liable to pay adOne the sum of € 50,000 without the need to issue a notice of default and without prejudice whatsoever to all or any other rights of adOne to demand performance of the agreement, termination of the agreement, additional damages, etc.
Clause 8 - Termination of Agreement
8.1 Without prejudice to its other rights, adOne will have the right to terminate the Publisher or Ad exchanger agreement at all times, subject to the observance of a termination notice period of two weeks. In such cases, the Publisher or Ad exchanger will indemnify adOne against any claims made by third parties and will abstain from claiming any form of compensation from adOne.
8.2 adOne will have the right to terminate the present agreement with immediate effect, without being liable to provide any explanations, and/or to deny the Publisher or Ad exchanger the right to use the Publisher and Ad exchange Program of adOne or of a particular Advertiser, if:
• In the opinion of the Advertiser or adOne, the site of the Publisher or Ad exchanger may violate public order or public decency or may be offensive or violent in one or more ways;
• The Publisher or Ad exchanger commits an illegal act against the Advertiser, adOne and/or third parties in connection with the Publisher or Ad exchange Program.
• adOne or the Advertiser to whose Publisher and Ad exchange program the Publisher or Ad exchanger has subscribed, regard the Publisher or Ad exchanger or the content of his website to be unsuitable in any manner, if they do not correspond to the commercial concept of the Advertiser;
• The Publisher or Ad exchanger falls short in the fulfilment of the obligations or commits fraud or an illegal act in any manner, or if the Publisher or Ad exchanger generates artificial traffic to link website or attempts to do so, or if the Publisher or Ad exchanger violates any of the provisions of this agreement in any other manner;
• The Publisher or Ad exchanger has not generated any traffic for a period of three months.
8.3 If the Publisher or Ad exchanger agreement is terminated for any reason whatsoever:
• the links will be broken;
• adOne will have the right to block the Publisher or Ad exchanger from accessing the adOne website;
• the Publisher or Ad exchanger may not (any longer) make any claim to commission;
• the Publisher or Ad exchanger will delete or return all links and/or material provided by the Advertiser and/or adOne from his site.
• the Publisher or Ad exchanger will no longer have the right to use the name of the Advertiser and/or adOne.
8.4 It is only in cases where the Publisher and Ad exchange agreement is terminated as per Clause 8.1 that the Publisher or Ad exchanger can claim payment of commission for clicks and/or transactions made prior to the termination date as per Clause 4.
8.5 If an Publisher or Ad exchanger (partially) violates the provisions of Clause 3.15, the Publisher or Ad exchanger will, without further warning or notice of default and without the need for judicial intervention, pay adOne an immediately payable penalty of € 50,000/- (Fifty Thousand Euros), without prejudice to adOne's other rights, such as the right to terminate the agreement or claim damage compensation.
8.6 New adOne users will be evaluated on the basis of the number of unique users, target group and profiling. If a website fails to fulfil the criteria laid down, adOne may remove the Publisher or Ad exchanger from the system without providing any further explanation for the same.
Clause 9 - Force majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms of Business to the extent that such failure or delay is caused by any event beyond the reasonable control of such party, including without limitation acts of God, severe weather, industrial action or the failures of third party systems.
Clause 10 – Data Protection Act
adOne will pass data about the Ad exchangers or Publishers to Advertisers and the Publisher or Ad exchanger pursuant to the Data Protection Act 1998 gives its consent for such data being disclosed The Advertisers have covenanted to adOne to abide by the provisions of the Data Protection Act 1998 with regard to the data about the Publishers or Ad exchanger but adOne will accept no liability in this regard.
Clause 11 - Miscellaneous
11.1 adOne may modify the terms and conditions at any time. The Publisher or Ad exchanger will be notified on our website in the news section. If the Publisher or Ad exchanger is unable to accept the modified terms and conditions, the Publisher or Ad exchanger may terminate the agreement. If the Publisher or Ad exchanger does not terminate the agreement within 14 days, he will be deemed to have accepted the modified terms and conditions.
Clause 12 - Applicable Law
12.1 The present terms and conditions and all agreements between adOne and the Publisher or Ad exchanger will be exclusively subject to the law of The Netherlands, and disputes will be placed before the appropriate Court in The Netherlands.
12.2 All or any disputes, including disputes that are only regarded as such by one of the parties, that may arise between adOne and an Publisher or Ad exchanger, under an agreement to which the present terms and conditions apply in whole or part, or on the basis of further agreements, as well as other disputes relating to or in connection with the agreement, whether legal or factual, will, without exception, be placed before the competent Court having jurisdiction, if the parties are unable to arrive at an amicable solution.
12.3 All disputes will be placed before the Court, competent to take cognisance of the dispute, having jurisdiction over the district where adOne has its business office and/or its Registered Office; unless the law in that particular instance prescribes a different Court, and unless adOne, as the plaintiff, opts to have the matter in question decided by a competent Court having jurisdiction over the district in which the Publisher has his/its Registered Office.
12.4 If any provision contained in this agreement violates applicable law, it will be modified in such a manner that it is brought into conformity with applicable law, taking due account of the meaning of the original provision.
13. Questions about the terms and conditions
If you have any questions about this Agreement, please contact adOne by using the contact form. Thank you for choosing adOne.com. We look forward to do business with you and hope you find our services valuable.