Conditions for the Provision of Advertising Services
I. Preliminary Provisions
Accepting this offer, that contains all the essential terms of the Agreement (as defined below), YOU, as a natural person, identified as the “Customer” (hereinafter “Customer”/“You”) – confirm acceptance of this Agreement with the ai.marketing online advertising system and conclude this Agreement with Wexford Alliance Limited, company #2531493, with the business address: 111 Bonham Strand, MW Tower, 7 Floor, Sheung Wan, Hong Kong, that for the purpose of this agreement also represents UDMCREATORS LTD (company # 13194692) and “Zarya” LTD (company # 1217700077220) hereinafter — “Wexford”, “Company”, “We”, “US”, “Party”. This Agreement governs Your participation in the Advertising Program.
II. Subject of Agreement
- WEXFORD will provide advertising services for the goods of third parties (hereinafter – “Services”) in the amount, of established quality, and in the terms specified in this Agreement, and the Customer agrees to pay for the Services in accordance with this Agreement.
- WEXFORD will pay the Customer 55% fee (cashback), received from trading platforms for customers attracted by the Customer.
III. Placement and Targeting
- WEXFORD will take reasonable measures to place advertisements in accordance with the options given to them and the options chosen by them or according to predetermined criteria.
- WEXFORD may periodically place other types of advertisements using the Program. All existing and new types of advertisements will be regulated in accordance with this Agreement. In this case, WEXFORD will take reasonable steps to place the said advertisements at the discretion of WEXFORD.
- WEXFORD does not guarantee: (i) placement, broadcast time, or location of any advertisment; or (ii) the exact number of displays (if any), publications, converting, conversions, or clicks for any ad or ad group.
IV. Advertising Information and Its Placement
- The Customer agrees to pay the cost of all types of advertisements in the WEXFORD online advertising system.
- Unless otherwise agreed in writing by WEXFORD, (i) the placement of advertisements on the Property belonging to WEXFORD or the Partner (if applicable) is performed strictly at the discretion of WEXFORD and/or the Partner, respectively; in addition, (ii) WEXFORD may offer the same conditions to more than one Customer.
- When the Customer contacts WEXFORD with a request to place an advertisement or its element (including, without limitation, by issuing a permit for WEXFORD to optimize the advertising campaign as a whole), any such placement or modification of the advertising campaign or its element by WEXFORD will be deemed approved by the Customer.
- Unless otherwise specified, WEXFORD and/or any of the Partners have the right to refuse at any time to place or delete any ad, Advertising Information or Context Object for any or no reason. In addition, WEXFORD may change ads at any time.
- The Customer authorizes WEXFORD to use automated software for accessing websites related to the Advertiser Services in order to analyze and assess the quality of the ad and achieve the goals of advertising broadcast.
V. Termination of Advertising
- WEXFORD has the right to cancel any ad at any time.
- The broadcasting of ads that are part of the Program and canceled in WEXFORD online advertising system will stop after the end of the paid period of advertisement broadcast.
VI. Prohibited Use
The Customer undertakes not to carry out and not to allow other persons to carry out the following: (i) generating automatic, fraudulent, or otherwise invalid registrations, including using methods including, without limitation, the use of robots and other automated requesting tools and/or other computer programs; (ii) violate any technical specifications published on any WEXFORD Property, and/or in the periodically updated Rules;
VII. Payment, Pricing, and Reporting
- Prices for Services are determined on the basis of estimates of WEXFORD online system. If applicable, WEXFORD may change its minimum rates at any time.
- The Customer must top up the advertising account only with the maximum amount that the Customer intends to pay for ads. The Customer undertakes to pay WEXFORD (or provide payment by a third party) in accordance with the pricing model applicable to the type of advertisements selected by the Customer.
- Payment is made in WEXFORD online advertising system.
- Upon rendering services, WEXFORD generates a report in the “Stats” section of the site.
- The cost of services is calculated only on the basis of reporting maintained by WEXFORD. WEXFORD provides the Customer with password-protected, round-the-clock online access to reporting information for 7 days a week so that the Customers can control their spending on advertising campaigns. Returns (if any) are provided at the discretion of WEXFORD and only in the form of a credit for the provision of advertising services in WEXFORD online system.
VIII. Remedy at Law
By the end of the advertising campaign, WEXFORD will ensure the display of the maximum number of ads in accordance with WEXFORD marketing strategies and estimates. In the event of a claim from the Customer, WEXFORD, at its reasonable discretion, will provide (i) loans for the provision of advertising services, (ii) placement of these advertisements at a later date, (iii) extension of the advertising campaign. This article establishes the sole and exclusive remedy of the Customer.
IX. Compensation for Losses
In case of non-fulfillment or improper fulfillment by the Party of its obligations under this Agreement, the Party, which has committed non-performance or improper performance of its obligations, shall reimburse the other Party for losses caused by such non-performance or improper performance of contractual obligations.
- During the term of this Agreement and within two years after the termination of this Agreement, the Parties will not disclose the Confidential Information of the other Party to third parties without prior written consent (including transmitted by e-mail) except as provided for in this Agreement. The Customer is solely responsible for the use of any of the Customer’s accounts by third parties. The “Confidential Information” includes: (i) The Customer’s Passwords; (ii) ads (including Context Objects and Advertising Information); (iii) terms of this Agreement; and (iv) any information about the Program or access to technologies prior to their official publication provided by WEXFORD to the Customer and designated at the time of their disclosure in writing as confidential and/or proprietary (own); (v) functions of the program that are not generally known and designated as “Beta” version. Confidential information does not include information that has become well known not due to a violation committed by any of the Parties, or which
(a) was developed independently without access to the Confidential Information by other Party; (b) was legally obtained from third parties; or (c) which must be disclosed in accordance with the requirements of the legislation or the relevant state authority.
- The Customer acknowledges and agrees that any information relating to the account, as well as billing and payment of invoices that the Customer provides to WEXFORD, may be provided by WEXFORD to companies that work on behalf of WEXFORD for the purpose of carrying out credit history checks, making payments to WEXFORD’s company account and/or for maintaining the Customer’s account.
XI. Duration and Termination
- This Agreement enters into full force on the Date of its acceptance (the date of creation of the Customer’s account) and is valid until its termination by closing the Customer’s account in WEXFORD.
- This Agreement may be terminated on the initiative of either Party. WEXFORD can block the Customer’s account.
- To terminate the Agreement Customer shall send Agreement Termination Notice to the company using online support system and has to stop using the web service. The Agreement will be considered terminated after 3 months from Customers last login after we recive the Agreement Termination Notice. The Agreement will be considered valid if the Customer will be using the website after sending the Agreement Termination Notice.
XII. Consequences of Termination of the Agreement
Upon termination of this Agreement: (i) if the Customer creates a new account or continues to use the Program in any other way, one continues to be responsible for the fulfillment of the obligations stipulated by this Agreement as if the Agreement had not been terminated (including, without limitation, the obligation to make payments due in connection with the Program); (ii) WEXFORD may, at its sole discretion, deactivate or delete the Customer’s account in the Program.
XIII. Assignment of Deed
The Customer has the right to assign, subcontract, or transfer in any other manner their rights and/or obligations under this Agreement only with the prior written consent of the Company. WEXFORD has the right to impose the performance of its obligations under the Agreement on a third party without the consent of the Customer.
XIV. Force Majeure
None of the Parties will be liable for non-performance or delay in the performance of any obligations under this Agreement, if this non-performance or delay in the performance is caused by circumstances outside the control of the corresponding Party, including natural disasters, wars, terrorist acts, civil unrest, labor disputes, changes in legislation, etc.
XV. Other Provisions
- This document constitutes an offer to enter into the Agreement. The Customer accepts the terms of this offer by clicking and accepting the Terms in the online advertising system WEXFORD.
- The Parties recognize that information from the Control Panel or WEXFORD online advertising system account is a proper proof of entering into or changing the terms of the Agreement.
- This Agreement represents all the conditions agreed between the Parties regarding its subject and replaces all previous agreements, assurances, and any kind of agreement between the Parties regarding its subject.
- WEXFORD may adjust the Agreement at any time to reflect changes in the way WEXFORD provides the Program with general accessibility on a commercial basis. All additions to this Agreement and all changes to its terms are valid for the Parties only if the terms of such additions and changes are accepted in the online advertising system ai.marketing .
- If any right or remedy under this Agreement is not used or will be used late, it will not be a waiver of that right or such remedy, as well as the waiver of any other rights or remedies, and a one-time or partial use of any right or remedy under this Agreement does not preclude the use of this and any other right or remedy in the future.
- The invalidity, illegality or impracticability of any provision of this Agreement does not affect the validity of the rest of this Agreement.
- Nothing in this Agreement can be interpreted as creating a partnership or joint venture of the Parties or making one of the Parties an agent of the other Party for any purpose, and neither Party has the right to bind the other Party and enter into agreements on behalf of the other Party, as well as impose any obligations on the other Party for any purpose. In the absence of direct instructions to the contrary, all notifications should be sent to the addresses specified in WEXFORD online advertising system or by e-mail.
XVI. Applicable Law
- This Agreement is governed solely by the laws of Hong Kong.
- Any dispute, controversy or claim arising out of or relating to this contract, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules.