Terms and Conditions
1. The following terms and conditions (“Terms and Conditions”) shall apply to the Services (as defined below) provided by ViceRoi (as further detailed below) to the Advertiser (as defined below).~
2. By signing up, registering or otherwise enrolling as an ‘advertiser’ with ViceRoi, the Advertiser declares to agree with and accept the applicability of these Terms and Conditions. The sign up information and Insertion Order (as defined below) of the Advertiser, together with these Terms and Conditions, the Code of Conduct and any subsequently submitted Insertion Order(s), collectively form the “Agreement”.
3. Any changes or additions to these Terms and Conditions shall only be valid once agreed upon with ViceRoi and confirmed in writing. The applicability of any other terms and conditions, including any terms or conditions which are implied by trade, custom, practice or course of dealing or which the Advertiser may purport to apply or which are endorsed upon any correspondence or documents issued by the Advertiser irrespective of their date of communication to ViceRoi, are explicitly excluded.
Obligations of Advertiser
1. The Advertiser represents and warrants towards ViceRoi:
1.1. that any information regarding Advertiser, its business and/or website(s) shall be true, accurate and complete and that it shall inform ViceRoi without delay of any changes or updates in respect thereof;
1.2. that (the Content of) the Campaign and/or Ads shall be in compliance with any and all applicable laws and regulations in the countries where the Campaign and Ads will be advertised and do not contain false, untrue or misleading information;
1.3. that (the Content of) the Campaign and/or Ads, thereby including the products and/or services offered therein, shall not infringe upon the (intellectual) property rights of any third parties;
1.4. that (the Content of) the Campaign and/or Ads shall not be discriminating, offensive, inappropriate or prohibited in any way;
1.5. to adhere to and comply with the obligations set forth in the Code of Conduct;
1.6. that the Advertiser shall act in compliance with any and all applicable laws, regulations (amongst others in relation to privacy) and/or industry codes (where applicable, e.g. for dating industry).
2. In the event ViceRoi (in its role as intermediary) receives a ‘notice and takedown’ and/or complaint request (for alleged unlawful or inappropriate content) from a third party regarding Ads and/or Content placed by the Advertiser, ViceRoi will inform the Advertiser thereof and will request immediate appropriate action from the Advertiser.
3. ViceRoi is entitled to request for additional security from Advertiser to ensure the due performance by Advertiser of its obligations under the Agreement.
Commission and payment
1. For providing the Services during the Agreement, ViceRoi is entitled to receive a Commission from the Advertiser.
2. ViceRoi will calculate the Commission on the basis of the Conversion Statistics. Advertiser acknowledges and accepts that the Conversion Statistics will comprise evidence for the calculation of the Commission, regardless of the Advertiser’s right to provide evidence of the contrary.
3. ViceRoi will invoice the Advertiser the Commission on a weekly, bi-weekly or monthly basis, as determined by ViceRoi. The payment term will be determined in mutual consultation. The Advertiser shall never be permitted to offset or withhold any amounts or payments to ViceRoi with invoices of ViceRoi.
4. Deductions, chargebacks or credits will not be accepted unless with prior written approval of ViceRoi. Any fraudulent conversion lead, sale, click, action or install must be sent to (the account manager of) ViceRoi including evidence that such lead, sale, click, action or install was invalid, fake or fraudulent.
5. Any disputes regarding the correctness or completeness of an invoice and/or the Conversion Statistics, must be notified by Advertiser to ViceRoi without delay, but in no event later than within four (4) days from the invoice date. Any such disputes need to be supported with evidence. If dispute inquiries were not or not timely received by ViceRoi, the invoice may automatically be deemed accepted and payable in full by Advertiser.
6. In the event, Advertiser does not or not timely pay the Commission due, ViceRoi is entitled to immediately (temporarily) suspend the Services without incurring any liability towards Advertiser.
Term and termination
1. The Agreement shall come into force on the Effective Date and shall remain in effect for a term of two (2) years after which it will be renewed and extended automatically by consecutive periods of one (1) year each, unless terminated earlier as per this Clause 6. Notwithstanding the aforementioned, the Agreement will remain in force as long as there is a Campaign running.
2. Both ViceRoi and Advertiser are entitled to terminate the Agreement (in whole or in part, for example, only regarding a specific Campaign) with or without cause by providing written notice to the other party, thereby taking into account a notice period of at least seventy-two (72) hours, without incurring any liability towards the other party in respect hereof.
3. Both ViceRoi and the Advertiser are furthermore entitled to terminate the Agreement in writing, with immediate effect and without incurring any liability towards the other party, in the event the other party: (i) has been declared bankrupt, files for bankruptcy or requests a suspension of payments, or (ii) ceases its business or is in the process of liquidation.
4. ViceRoi will also be entitled to immediately terminate the Agreement or to (temporarily) suspend the Services (in whole or in part, for example regarding a specific Campaign), without incurring any liability towards the Advertiser, in the event of (i) Advertiser’s non-compliance with one or more of the warranties or representations under Clause 4.1 or (ii) Advertiser being in default of one or more of its obligations under the Agreement which default cannot be remedied or has not been remedied within eight (8) days after notification of default by or on behalf of ViceRoi.
5. Upon termination of the Agreement in whole, or for the relevant part thereof (for example, a specific Campaign), ViceRoi shall immediately cease the Service in whole or in part (for a specific Campaign as the case may be) and delete all links in Landing Pages that relate to the terminated Campaign(s). Any Confidential Information related to the terminated Agreement or Services shall be deleted by the receiving party, including all copies thereof. The Advertiser shall furthermore immediately cease and delete any references to ViceRoi (thereby including the use of any trademark, tradename and/or logo of ViceRoi.
6. Upon termination of the Agreement as a whole, regardless of the reason thereof, the provisions that are intended to survive the termination of the Agreement, shall remain applicable and in full effect. This in particular entails Clauses 6.5, 6.6, 7 (Intellectual Property Rights), 8 (Confidentiality), 10 (Miscellaneous) and 11 (Applicable law).
Intellectual Property Rights
1. ViceRoi or its licensors own all rights, titles and interests in the Intellectual Property Rights connected to ViceRoi and the Services.
2. The Advertiser or its licensors, own all rights, titles and interests in the Intellectual Property Rights in and connected to the Campaign and the Ads.
3. During the term of the Agreement, or applicable Campaign (as the case may be), the Advertiser hereby grants ViceRoi with a non-exclusive license to copy, disclose, transfer or otherwise use (the Content of) the Campaign and Ads and related Intellectual Property Rights for the purpose of providing the Services. This license includes the right to sub-license (the Content of) the Campaign and Ads and related Intellectual Property Rights to Affiliate(s).
4. Nothing in these Terms and Conditions or the Agreement is intended to include the transfer of any Intellectual Property Rights owned by ViceRoi, Advertiser, or their respective licensors, to the Affiliate, or a third party.
Confidentiality and data processing
1. The receiving party shall keep confidential all Confidential Information from the disclosing party, and the content of any communication between the parties (as the case may be) in connection with the Agreement and/or the Services.
2. With respect to the Confidential Information, the receiving party: (i) shall not use or disclose such Confidential Information for any purpose except as necessary to fulfil the Services, or other obligations under the Agreement, or as required by law; (ii) shall limit access to the Confidential Information solely to employees, agents or any other person who need to obtain such access to fulfil the Services or any other obligation under the Agreement, and (iii) shall require its employees, agents and other persons who have access to the Confidential Information to abide by confidentiality obligations.
3. The receiving party shall be liable for any breach of the confidentiality obligations under this Clause by any of its employees, agents or any other person who obtained access to the Confidential Information.
4. Confidential Information shall not include information that is or has become publicly available through no fault of the receiving party or that was or has been rightfully and independently developed or obtained by the receiving party free from any duty of confidentiality.
5. Advertiser shall at all times be independently responsible for compliance with applicable law and regulations, including applicable law relating to the collection, processing and transfer of personal data such as the European General Data Protection Regulation (“GDPR”). The Advertiser acknowledges that it shall act as an independent “controller” within the meaning of the GDPR. The Advertiser shall indemnify and hold ViceRoi harmless from and against any and all third party claims, damages, losses, costs or expenses or any damages or costs awards sustained or incurred by ViceRoi in connection with any complaint made against ViceRoi under the GDPR and similar legislation anywhere outside the European Economic Area (EEA) as a result of Advertiser’s failure to obtain the necessary lawful ground for processing any personal data.
Liability and indemnification
1. In no event will ViceRoi or any of its subsidiaries, affiliates, partners, licensors or suppliers be liable for any direct, indirect, consequential, punitive, special or incidental damages resulting from, arising out of or in connection with the performance or use of, or inability to perform or use the Service, even if ViceRoi has been advised of the possibility of such damages, except to the extent that such damages arise directly and solely from wilful misconduct or gross negligence on the part of ViceRoi.
2. In no event will ViceRoi be liable for defects in the products and/or services offered in the Campaign or Ads, or for any damage caused thereby. Additionally, ViceRoi has no control over, and shall therefore not be liable for, the lawfulness of the (Content of the) Campaign and Ads.
3. In no event will ViceRoi be liable for any damages caused by an Affiliate to a third party.
4. If and to the extent any exclusion or limitation of liability or disclaimer of warranty set out in this Clause 9 shall not be allowed under applicable law, such exclusion, limitation or disclaimer will not apply to the Advertiser, but only to the extent it shall not be allowed. In such case, such exclusion, limitation or disclaimer shall be limited to the extent required by applicable law.
5. Except to the extent that liability cannot be limited under applicable law, any and all liability of ViceRoi is limited to the amount paid out, if any, under its liability insurance coverage in the matter concerned. In the event and to the extent that no money is paid out under its liability insurance for whatever reason, any and all liability of ViceRoi shall be limited to a maximum amount of € 5,000 (five thousand Euros).
6. In any event, a claim on ViceRoi shall lapse in case ViceRoi did not receive written notice of such a claim no later than within 12 (twelve) months after the earlier of (i) termination date of the Agreement, (ii) the discovery by the Advertiser of an event or circumstance that gives or may give rise to that claim or (iii) the moment that the Advertiser could have reasonably discovered an event or circumstance that gives or may give rise to that claim.
7. The Advertiser shall indemnify and hold ViceRoi, its subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys harmless from and against all third party claims, damages and/or costs (including legal costs) that arise from breach with one or more of the representations and warranties set forth under Clause 4.1, unless such claims directly result from wilful misconduct or gross negligence by ViceRoi.
1. ViceRoi reserves the right to unilaterally amend these Terms and Conditions from time to time. Any such amendments shall be effective 14 days after notification to the Advertiser. If the Advertiser rejects the amendments, the Advertiser is required to notify ViceRoi hereof within 7 days after the notification date. Such rejection will imply that ViceRoi shall terminate the performance of the Services upon the effective date of the amended Terms and Conditions. By continuing to use the Services after receipt of the notification, Advertiser will be deemed to have accepted the amended Terms and Conditions.
2. If any provision of these Terms and Conditions should to any extent be or become invalid, void or unenforceable, the other provisions shall continue to be applicable and enforceable. With respect to the invalid or void provision, ViceRoi shall provide an amended text for such provision which is valid and legitimate thereby respecting the initial objective of the original provision.
3. The Advertiser may not assign or pledge its rights and/or obligations under the Agreement in whole or in part to any third party without the prior written consent of ViceRoi.
4. ViceRoi’s failure to exercise, or delay in exercising any rights under the Agreement or these Terms and Conditions does not constitute a waiver of such rights. Nothing in these Terms and Conditions or in the Agreement shall create or be deemed to create a partnership or relationship of employer and employee between ViceRoi and the Advertiser.
1. These Terms and Conditions and the Agreement shall be exclusively governed by the laws of Portugal.
2. In the event of any dispute relating to or arising from these Terms and Conditions or the Agreement that cannot be resolved amicably between ViceRoi and the Advertiser, the dispute shall in first instance be exclusively decided by the competent court in Lisbon, Portugal.