Effective Date: 5 May 2015
1.1 Welcome to www.flymob.com (the “Site”) provided by Flymob Limited, a company registered in Ireland under company number 540006 and having its registered office at Corrib House, 52 Leeson Street Lower, Dublin 2, Ireland (referred to in these Terms as the “Company”).
1.2 In these terms and conditions of use (the “Terms”):
(a) “Ad” is the advertisement provided by an Advertiser (which may, at the request of the Advertiser, be modified by the Company) and which is customised by a Publisher for display in an ad space on a Publisher Website;
(b) “Advertiser” is a person or entity that wishes to promote and monetise its mobile applications, services or other mobile web inventory on Publisher Websites and increase the number of installs for its mobile app;
(c) “Advertiser Charges” means charges payable by Advertisers for the placement of Ads, calculated as per the Company's applicable charge sheet as notified to the Advertiser;
(d) “Publisher Fees” means the fees payable by the Company to Publisher for the display and publication of Ads on a Publisher’s Ad space, as per the Company's applicable fee sheet as notified to the Publisher;
(e) “Content” means all information made available by Publishers and Advertisers (including information displayed or published by Publishers on behalf of Advertisers) including but not limited to data, text, software, music, sound files, images, graphics, video, messages, goods, flash files, products, services or other materials including the selection and arrangement of such materials;
(f) “Publisher” is a person or entity that operates a website or other online application or service (the “Publisher Website”) and that wishes to sell ad space for use by Advertisers; and
(g) “Users” are individuals that view such Ads.
1.3 The Company together with its affiliates or subsidiaries, collectively, “we” or “us” or “our” or similar pronouns) assists Advertisers and Publishers in monetizing their mobile web inventory or space by enabling Publishers to make available Ad space on its Publisher Website to Advertisers for the placement of Ads through the services made available on the Site.
1.4 Publishers and Advertisers’ relationship with the Company and use of the Site and the services described in Clause 1.3 above (collectively the “Services”) are subject to these Terms (including any Terms specifically applicable to Advertisers or Publishers, as relevant and as indicated below). The Company may issue guidelines from time to time on the use of the Service such as acceptable content policies and each Publisher and Advertiser (and any Users to the extent relevant) shall be bound by such policies as if they were set out in these Terms.
1.5 We may change the Terms from time to time, at any time without notice to Publishers or Advertisers (“you”, as applicable), by posting such changes on the Site. You are responsible for reviewing any applicable changes. Your continued use of the Site after the posting of such changes means that you agree to be bound by the modified Terms. If you do not agree to any provision of these Terms, you should not use the Site or the Services.
1.6 We have the right to disable your account, at any time, if, in our opinion, you have failed to comply with any of the provisions of these Terms.
1.7 The parties specifically acknowledge and agree that they are independent contractors or customers (as applicable) to one another, and that this Agreement or the use of the Service does not establish either party as an agent, partner, joint venture, employee, servant or legal representative of the other for any purposes whatsoever, and neither has the right to bind the other in anyway.
1.8 No terms and conditions endorsed upon, delivered with, contained or referred to in any document supplied by any Publisher or Advertiser to the Company or in any other medium shall be binding on the Company to the extent that such terms and conditions are inconsistent with those contained in these Terms. Each Publisher and Advertiser waives any right which it otherwise might have to rely on such terms and conditions.
2. Account Registration for Advertisers and Publishers
2.1 You must register an account with the Company to use the Services. In order to create an account, you must provide us with the information specified for Advertisers and Publishers (as relevant) on the applicable insertion form (IO), as follows: name of Advertiser or Publisher (as relevant), email address, contact number, payment options and details of product or service to be advertised (in respect of Advertisers) and details of Publisher Websites (in respect of Publishers) and any other information as may be requested on the IO from time to time. You agree to notify us of any changes to or inaccuracies in such registration information. In addition, on registration with the Site, you will asked to register a username and password (“Log In Details”). You must not disclose, or allow another person to use your Log In Details nor use your Log In Details to impersonate another person. Any and all actions made via account deemed to be made directly by Publisher or Advertiser (as applicable).
2.3 In order to use the Site or the Services, you warrant that:
(a) you are legally capable of entering into any binding contracts;
(b) if you are an individual, you are at least 18 years old and above; and
(c) you are not in any way prohibited by the applicable law in the jurisdiction in which you are currently located or operate to enter into these Terms and use the Site and/or the Services.
2.4 You are responsible for making all arrangements necessary for you to have access to the Site. We reserve the right to withdraw or amend the Services or the Site without notice. We will not be liable if for any reason the Site is unavailable at any time or for any period. You are also responsible for ensuring that all persons who access the Site through your Internet connection are aware of these Terms, and that they comply with them, as you will be responsible for all usage and activity on your account. In the event of a breach of your account security, please notify us immediately.
3. Content and Communications
3.1 You are solely responsible for all Content that you upload, post, transmit, display, publish or otherwise make available via the Service. The Company does not control, monitor or pre-approve the Content posted via the Service and, as such, does not guarantee the accuracy, lawfulness, integrity or quality of such Content. Although the Company has no obligation to screen, edit or monitor any of the Content posted to or distributed through the Service, the Company reserves the right, and has sole discretion, to remove, screen or edit without notice any Content posted through the Service at any time and for any reason, or to arrange to have such actions performed by third parties. You are solely responsible for creating backup copies of and replacing any Content you post through the Service at your sole cost and expense.
3.2 If you are a Publisher, you are solely responsible for usage of Ad spaces on your Publisher Website(s) and the publication and display of Ads in such Ad spaces.
3.3 In accessing this Site, you accept that information passing over the Internet may not be free from interference by third parties. In consequence, we cannot guarantee the privacy or confidentiality of any information relating to any user of the Site or the Services passing over the Internet.
3.4 You shall be responsible for your use of the Site and the Services and the communications and content you send or provide in the course of receiving the Services, including their lawfulness, truthfulness and accuracy. Without prejudice to the generality of the foregoing, you agree to comply with all local laws and regulations or advertising codes regarding online conduct, communications and acceptable content including those applicable in the jurisdictions in which the Ads or Publisher Website(s) are targeted.
3.5 Publisher acknowledges that the Company may set or alter guidelines, restrictions or limits on the placement of Ads and the use of the Service from time to time, with or without notice, including without limitation the number and type(s) of Ads that can be placed into an Ad space, and the minimum traffic and response rates generated with respect to Publisher’s Websites and Ad spaces.
3.6 You may not use the Service for any activities which contravene the laws of Ireland, or the destination country in the case of data being transmitted abroad. In addition, you must not engage in any other conduct in your use of the Services that restricts or inhibits any other persons from using or enjoying the Services, or which, in our judgment, exposes us to any liability or detriment of any type. Without prejudice to the generality of the foregoing, Ads, or other Content made available, displayed or published by Advertisers and Publishers may not include or link to:
(a) inappropriate material, including material that is in any way pornographic, offensive, obscene, violent, abusive, racist, libellous, defamatory or threatening;
(b) content that infringes the copyright, design, trade mark or other intellectual property rights or privacy, publicity or image rights of any person or entity;
(c) content that promotes illegal activities in relevant jurisdictions;
(d) illicit or prescription drugs and drug paraphernalia content;
(e) sales of weapons including but not limited to firearms and knives or other dangerous or harmful articles;
(f) content that contains malware or unauthorized code;
(g) programs which compensate users for generating internet or browsing activity or traffic; and
(h) any other content that is illegal, promotes illegal activity or infringes on the legal rights of others.
3.7 The Company does not pre-approve Content posted through the Service and shall not be responsible for monitoring or screening Content, including Ads. Without prejudice to this position, the Company reserves the right, in its sole discretion, to remove or reject, or to procure the removal or rejection of any Content which it reasonably determines to be in violation of these Terms.
3.8 Each Advertiser and Publisher hereby agrees, at all times (including after the termination of any Ads or Publisher or Advertiser account, as applicable) to indemnify and keep the Company indemnified, without limitation and upon demand, against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Company arising from any third party claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any intellectual property rights relating to any Content provided to the Service by the Advertiser or Publisher, as applicable).
3.9 Subject to the licences granted by each Publisher and Advertiser of Content in these Terms, each Publisher and Advertiser shall retain all intellectual property rights in Content (including all Ads) created or developed by that person or entity for use in the Service, including, without limitation, all copyrights, trademarks, logos, database rights and any and all other intellectual property rights and interests therein.
4. General Terms - Publisher
4.1 As a Publisher, you are solely responsible for Content in your Ad spaces, and for all Content related to Ads and the sale of Ads in, and use of, your Ad spaces. Without prejudice to the generality of the foregoing, you are responsible for ensuring that Content published on your Site(s) does not violate or infringe the rights of any third party and otherwise complies with the requirements of paragraph 3.6 above. You have the right to remove or reject the placement of Ads in your Ad space at any time. No payment is due to Publisher on account of any such removed or rejected Ads, whether removed or rejected by the Publisher or Company.
4.2 Publisher shall not send any unsolicited communications or material (“spam”) to attract Users or Advertisers to any Ads or Ad space.
4.3 The Company provides no assurances nor makes any guarantee regarding the quality or quantity of Advertisers or ad revenues that can be delivered to, or generated for the benefit of, the Publisher.
4.4 The Company shall furnish Publishers with an online report of activity on their Ad spaces prepared solely using Company records and monitoring tools, which shall be used as the sole basis for the calculation of Publisher Fees. The Publisher shall be responsible for the payment of all other charges and costs of maintaining the Publisher Website and the Ad spaces.
4.5 The Publisher Fees shall be payable by the payment method agreed between the Company and the Publisher and shall be discharged by the Company within 30 days of receipt by the Company of invoice from Publisher.
4.6 On termination of this Agreement, any outstanding Publisher Fees properly accrued and payable up to the date of termination shall be paid by the Company within ninety (90) days after termination of the Agreement. Notwithstanding the foregoing, if Publisher’s Account is suspended or terminated due a violation of these Terms, the Company shall be entitled to withhold all or any portion of payment due to Publisher.
4.7 In the event the Company determines, acting in good faith, that Publisher has breached these Terms, the Company shall, without prejudice to any other rights it may have, either with or without notice, in its sole discretion and without liability of any nature, to:
(a) immediately terminate or suspend the Publisher’s Account;
(b) withhold any Publisher Fees due and owing to Publisher, and
(c) take such other action as the Company deems appropriate in the circumstances to address the relevant breach.
4.8 The Publisher hereby grants the Company (and, including without limitation, the Company’s affiliates, content and syndication partners) a non-exclusive, irrevocable, perpetual, royalty-free, worldwide, sub-licensable (to its syndication and content service providers or partners) license to use its Publisher Content for the purpose of promoting the sale of Ads on Publisher Website(s). In addition, the Company may retain and use, on an aggregate basis with the content of other Publishers that use or have used the Service, any Publisher Content, for its own business and promotional purposes, including the sharing of such information with advertisers and business partners and the Publisher further grants the Company a royalty-free, irrevocable, perpetual, worldwide licence to reproduce, exhibit, display, distribute, publish and otherwise use such Publisher Content for such purposes.
5. General Terms – Advertiser
5.1 Advertiser shall be liable for all Advertiser Charges and other services purchased from the Company.
5.2 At the request of the Advertiser, the Company may provide services in respect of the modification or customisation of Ads for placement but accepts no liability in respect of the compliance of such Ads with applicable law.
5.3 All Advertiser Charges and other fees charged by the Company are exclusive of Value Added Tax (VAT) and any other applicable taxes. Advertiser agrees to pay all applicable charges under this Agreement, including VAT and any other applicable taxes, levies or charges imposed by any government body or authority.
5.4 The Company shall furnish Advertisers with an online report of activity on their Ad prepared solely using Company records and monitoring tools, which shall be used as the sole basis for the calculation of Advertiser Charges.
5.5 In the event that the Company rejects or removes an Ad, the sole liability of the Company to Advertiser shall be limited to a refund of any Advertiser Charges in respect of any Ads that have not yet run.
5.6 The Advertiser Charges shall be payable by the payment method agreed between the Company and the Advertiser or to the account designated by the Company.
5.7 By submitting an Ad to the Service, Advertiser represents and warrants that it owns, or has the requisite authority, licence or consent to grant the licences in accordance with these Terms of, any and all intellectual property rights and other proprietary rights and interests in the Ad and other related Content and further represents and warrants that the Ad complies with all applicable laws and does not infringe any third party rights.
5.8 Advertiser hereby grants the Company and each relevant Publisher a non-exclusive, perpetual, irrevocable, world-wide, royalty-free, sub-licensable (to their agents, affiliates, service providers and partners) licence to communicate such works to the public, reproduce, publish, perform and display the content (in whole or in part) worldwide (whether in whole or in part or in isolation or in conjunction with other works) by any and all means and in any and all media, now or hereafter known or devised, for the full term of the agreement between the Advertiser and the Company for the purpose of providing the Service and posting the Ad as described in this Agreement. Advertiser also acknowledges and agrees that any User shall have the right to access, use and reproduce the Ad. Subject to the foregoing, the Advertiser (or its licensor) retains any and all its intellectual property or other property rights in its Ad. In addition, the Advertiser acknowledges and agrees that the Company and the Advertiser may retain copies and records relating to each Ad in accordance with applicable law and may disclose such copies and/or records in order to enforce or defend legal rights or respond to third party claims, enforce these Terms or to comply with a court order, statute or code of practice.
5.9 The Company provides no assurances or guarantees regarding the number, nature or timing of impressions of or clicks on any Ad, or the timing of delivery of such impressions and/or clicks.
6. Refund policy
6.2 The Publisher may request to stop the campaign. In such an event, the Publisher must request all the Ads to be locked first, campaign be stopped and send a request to email@example.com. Campaign Name and ID must be used as the Subject of the “Stop and Refund” email.
6.3 Refund will be made in the amount of unused funds. Amount must be calculated based on Company's reporting system.
6.4 A refund request shall only be accepted by the Company if it has been sent from the email used for Publisher’s account registration.
7.1 You agree not to use the Site or cause or permit the Site to be used:
(a) to jeopardise or prejudice the operation, quality or integrity of the Site or third parties use of the Site, or the operation, quality or integrity of any telecommunications network;
(b) to alter or tamper with any information or materials on or associated with the Service;
(c) to cause harm or distress to any persons using the Site;
(d) to harvest or otherwise collect information about others, including e-mail addresses, without their consent;
(e) for any commercial purpose unrelated to the receipt of the Services including any direct marketing, surveys or contests, nor to use the Site to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;
(f) to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, or any other harmful or detrimental programs;
(g) to attack the Site via a denial-of-service attack; or
(h) contrary to the terms and conditions of any Internet Service Provider you may use.
8. Intellectual Property
8.1 All materials incorporated in or accessible through the Site, including, without limitation, text, photographs, trade marks, logos, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), are protected by Irish and international copyright laws, and are owned, controlled or licensed by the Company, or by the original creators of such materials or their permitted licensors. All such rights are reserved. Such materials may be used only for viewing the Site in the ordinary course or as a resource for utilising the Services offered through the Site but the Company does not warrant, and disclaims all liability in respect of, the accuracy of any of the information, images, photographs or any other material provided by third parties to the Site. Other than as expressly permitted in these Terms in respect of Advertisers and Publishers, you must not use any part of the materials on the Site for commercial purposes without obtaining a license to do so from us or our licensors. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-utilisation, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited. All trade marks on this Site, such as “Flymob” may not be used without our prior written permission.
9.1 If we fail at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default.
9.2 No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
9.3 If any of these Terms are determined by any competent authority or court to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
9.4 These Terms and any document expressly referred to in them represent the entire agreement between us and supersede and replace any prior agreement, understanding or arrangement between us, whether oral or in writing. You acknowledge that in agreeing to these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Site or in negotiation between us except as expressly set out in these Terms.
These Terms shall be governed
by the laws of Ireland. Any dispute arising from, or related to, these Terms
shall be subject to the non-exclusive jurisdiction of the courts of
9.6 General comments or queries about the Site or about the Services are welcome by email at firstname.lastname@example.org