Advertiser Terms & Conditions

AdSpruce® advertisers
terms & conditions

By signing up to and/or using AdSpruce you agree that you have read, understood, and accept these Terms and Conditions. If you do not accept these Terms and Conditions, please do not sign up to, or use, AdSpruce. You are responsible for any divisions, partners, clients, agencies, or affiliates using your AdSpruce account and are bound by these Terms and Conditions. By signing up to AdSpruce, Advertiser warrants that Advertiser (or Authorised Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot accept to these Terms and Conditions. AdSpruce is a division of Yamgo Ltd, registered in England and Wales, company number 3597254, Technium 1, Kings Road, Swansea, SA1 8PH, Wales, UK.

Definitions

Titles used throughout this agreement are intended solely for convenience of reference.

Advertiser

Any company or individual who signs up for an AdSpruce advertising account with the intention of buying advertising inventory in the form of video ad views/YouTube video plays. Agencies that sign up to create accounts on behalf of their Advertiser clients are considered Advertisers as defined above. Any Advertiser accounts created through an Agency are the Agency’s responsibility and are bound by these Terms and Conditions.

Publisher

Any company or individual who holds an AdSpruce Publisher account in order to display AdSpruce Ads on their Site.

Site(s)

Website, mobile website, mobile app, where Publisher displays, or intends to display, AdSpruce Ads.

Refers to all advertisements that are served by AdSpruce onto Publisher’s Site – such as Pre-Roll videos, Post-Roll videos, interstitial video ads and YouTube videos run as Pre-Roll, Mid-Roll or Post-Roll.

Campaign(s)

A named collection of ads, or a single ad, belonging to a single Advertiser, sharing the same price and pool of funding.

Party/Parties

Refers to AdSpruce and/or Advertiser.

Spend

The funds spent on delivered impressions, plays, and/or clicks.

Backend

Refers to the user-backend which Advertiser has password access to when signed up to AdSpruce.

1) Using AdSpruce® Services

Advertiser shall be responsible for compliance, including without limitation, the relevant Advertising Standards Authority Codes, applicable law, statute, or industry codes of practice for all advertisements and related materials delivered to AdSpruce as well as content/services/products/brands which Advertiser advertises through AdSpruce.

AdSpruce does not allow Ads that contain, or promotion of content/services that contain anything which is, or can be construed as: (i) morally questionable, (ii) illegal, (iii) illegal drugs promotion, (iv) racism, (v) provocative political, (vi) provocative religious, (vii) malware or virus, (viii) fraudulent or suspicious, (ix) not in line with the regulations as set by relevant regulatory bodies, (x) adult – suitable only for users over the age of 18, (xi) misleading.

AdSpruce and TubeViral are self-serve services. Advertiser is solely responsible for Campaigns they run through AdSpruce, including, but not limited to: activating Campaigns, pausing/stopping Campaigns, setting/changing auto top-up, adding/removing/moving funds, setting CPP/CPM prices, changing/creating Campaigns, changing/creating Ads (including adjusting categorisation of Ads), creative/banner upload, changing/adding/removing targeting, changing/adding destination URL’s, and changing/updating account details.

Advertiser understands that once they have set up their Campaign(s) they must request activation. AdSpruce endeavours to activate Campaigns within one UK working day, however Advertiser understands that AdSpruce cannot guarantee that this will always be the case.

If Advertiser asks AdSpruce to make any changes to their AdSpruce Advertiser account on Advertiser’s behalf including, but not limited to: activating Campaigns, pausing/stopping Campaigns, setting/changing auto top-up, adding/removing/moving funds, setting CPC/CPM prices, changing/creating Campaigns, changing/creating Ads (including adjusting categorisation of Ads), creative/banner upload, changing/adding/removing targeting, changing/adding destination URLs, changing/updating account details, Advertiser agrees and understands that all the changes made are still entirely the Advertiser’s responsibility, and that it is the Advertiser’s responsibility to check everything thoroughly, and ensure all changes and updates are accurate and correct. If there are any errors made, then Advertiser agrees to take full responsibility.

AdSpruce reserves the right to refuse service to any new or existing Advertiser for any reason, or no reason, at its sole discretion.

2) Payments

Advertiser is responsible for all payments transaction charges including, but not limited to, bank charges and credit card charges that its bank may impose on it.

AdSpruce is a UK company. UK VAT, if applicable, will be deducted from the payment received. If Advertiser is an EU company and is VAT registered, Advertiser must supply their VAT number before making payment or VAT will be automatically deducted in accordance with UK VAT rules.

Advertiser may pause or stop a Campaign at any time. Advertiser can move funds between their Campaigns. AdSpruce may, at its sole discretion, allow an Advertiser to transfer funds between different AdSpruce accounts.

Refund of Un-Spent Funds. On request AdSpruce will return any un-spent funds to the Advertiser. Any Advertiser bonuses or extras granted by AdSpruce and added to Advertiser account will not be paid to Advertiser and will be deducted from the un-spent funds amount to be returned. Advertiser is liable for a £20 administration charge for amounts up to £100 and 10% for amounts over £100 which will be deducted from the un-spent funds, and must also pay all transaction charges. Un-spent funds are returned to the Advertiser within 30 days of the request received given there are no disputes and Advertiser has fully complied with the Terms and Conditions. The Advertiser account may then be closed.

Funds can be added at any time from the Advertiser Backend, whilst setting up Campaigns and before setting up Campaigns. Funds will be allocated to Advertiser account only when payment has cleared into AdSpruce’s bank account. To ensure continuity of Campaigns, Advertiser understands that it is their responsibility to allow time for payments to reach AdSpruce and clear into their bank account. AdSpruce is not responsible for Campaigns that are paused due to lack of funds, nor for account top-up payments not being received on time.

Advertiser will be sent a receipt after payment is received, for the amount received. VAT will be deducted/shown, if applicable.

AdSpruce reserves the right to set and negotiate specific payment terms, deals, relationships, and rates on an Advertiser-by-Advertiser basis.

3) Statistics

AdSpruce’s technology and systems are the official counter for determining delivery of impressions, clicks, and Spend, for each Campaign. No other measurements or statistics of any kind shall be accepted by AdSpruce or have any effect under these Terms and Conditions.

4) Publisher network

Publishers may reject Advertiser's Campaigns and/or Ads at their own discretion.

Advertiser understands that AdSpruce operates as a blind network and does not disclose the names or URLs of its Publishers. However, AdSpruce may, at its sole discretion, reveal Publisher examples to Advertiser.

Ads placed may be subject to additional terms and conditions imposed by certain Publishers.

5) Termination and closing account

Advertiser may stop using AdSpruce at any time by simply pausing/stopping their Campaigns. Advertiser can close their account by submitting a support ticket.

AdSpruce may, at its sole discretion, pause or stop Advertiser’s Campaigns and/or close Advertiser’s account at any time.

Fraudulent behaviour

Attempting to game the system, or actually gaming the system, by trying to obtain free impressions or clicks is not permitted and will be considered fraud. The ‘gamed’ funds will be recovered from Advertiser and Advertiser’s account will be closed. Legal action may be taken against Advertiser.

6) Prices and availability

Advertiser understands that AdSpruce operates as a self-serve service. Advertiser understands that AdSpruce prices, and inventory availability, can and will vary. Advertiser also therefore understands that raising their price per play will not necessarily result in more impressions and clicks. Prices are dependent on several parameters, including but not limited to, length of video, territory, available inventory and campaign targets and will be shown when Advertiser sets the Campaign details in the Backend.

Advertiser understands that any figures or data which are viewed by Advertiser within the AdSpruce Website, including the Backend, or given to Advertiser by an AdSpruce team member, such as rates and inventory volumes whether by country, OS, handset type etc are to serve only as a guide.

AdSpruce makes no guarantee regarding the levels of impressions or clicks that are available to Advertiser, nor any guarantee of the length of time it may take to deliver Advertiser’s Campaigns.

7) Support

AdSpruce aims to reply to support tickets, and activate campaigns, within one UK working day. However, Advertiser understands that AdSpruce makes no guarantee as to how quickly Support Tickets will be answered, or how quickly Campaigns will be activated.

8) Service limitations

Advertiser understands and agrees that from time to time the AdSpruce services may be inaccessible, unavailable, or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic upgrades, maintenance, or repairs; or (iii) causes beyond the control of AdSpruce such as interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability or inaccessibility of Sites, network congestion, or other failures; (iv) server, database, software, and hosting error/failure/problems. While AdSpruce makes best efforts to provide the services on a continuous basis, Advertiser acknowledges and agrees that AdSpruce gives no guarantee of the availability of the services on a continuous or uninterrupted basis. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of these Terms and Conditions.

Whilst AdSpruce makes best efforts to keep statistics error free, the Advertiser acknowledges that AdSpruce does not guarantee the statistics will be error free all of the time. If AdSpruce discovers a fault, then AdSpruce will provide Advertiser with an explanation and an adjustment as the case may be.

Advertiser will not hold AdSpruce responsible for Ads that appear on inappropriate Sites. Advertiser understands that whilst AdSpruce has no intention of allowing Ads to appear on inappropriate Sites, the match up of Ads to Publisher Sites is done on a best efforts basis.

Advertiser understands that AdSpruce is under no obligation to provide any extra information, statistics, log files, or data outside that which is available to all Advertisers within the AdSpruce Interface. From time to time AdSpruce may, at their sole discretion, provide the requested extra information, statistics, log files, or data. In such cases an administration fee will be charged. The fee will be determined by AdSpruce, and will be based on the work required. The fee must be paid before the extra information, statistics, log files, or data is provided.

AdSpruce does not guarantee the quality of the click-throughs or impressions. Advertiser agrees to not hold AdSpruce responsible for a poor return on investment, or conversion rates.

9) General

Advertiser warrants and represents that the Advertised Site and Advertisement or material submitted by the Advertiser to AdSpruce does not violate any applicable law, is not false or misleading, does not violate or infringe the rights of any person, including but not limited to trade secrets, trademarks, copyrights or rights of privacy or publicity, and does not contain language or graphics that are abusive, profane, offensive, defamatory or harassing, and does not violate or encourage others to violate any applicable law and is free of viruses, trojan horses, trap doors, back doors, worms, time bombs, cancelbots, spyware and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.

Advertiser also represents, warrants and covenants that: (i) Advertiser has the power and authority to enter into and perform its obligations under these Terms and Conditions; (ii) Advertiser shall not be in violation of any obligation, contract or agreement by signing up for and using AdSpruce, by performing its obligations hereunder, or by authorising and permitting AdSpruce to perform the services hereunder; (iii) Advertiser shall comply with all of these Terms and Conditions, as amended from time to time; (iv) all information provided by Advertiser to AdSpruce, and on the Ads, is truthful, accurate and complete, and is not misleading in any way; (v) AdSpruce is hereby authorised by Advertiser to perform all the services described hereunder with respect to Advertiser. Advertiser grants AdSpruce the right to transmit the Ads to the Publishers’ Site/s.

Advertiser shall at all times defend, indemnify and hold harmless AdSpruce and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any content of Advertiser's advertisements served by AdSpruce pursuant to this Agreement and/or any materials to which users can link through those advertisements.

Applicability

These Terms and Conditions constitute the entire agreement between AdSpruce and the Advertiser with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings, insertion orders, or agreements, written or oral, regarding such subject matter. Any rights not expressly granted in these Terms and Conditions are reserved by AdSpruce, and all implied licenses are disclaimed. Headings used in these Terms and Conditions are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect these Terms and Conditions.

AdSpruce may, at its sole discretion, sign an Advertiser’s insertion order, or agree to additional terms imposed by Advertiser. However, AdSpruce’s Terms and Conditions take precedence over Advertiser’s insertion order and/or additional terms.

AdSpruce may, from time to time, amend these Terms and Conditions without notice. By using AdSpruce you confirm your acceptance of these terms and conditions and any subsequent changes. If there is a conflict between two versions of the Terms and Conditions to which you have agreed, the more recent version, which is live on AdSpruce’s web site, shall take precedence.

PR and Marketing

No press releases, promotional or merchandising materials, or general public announcements shall be made without the consent of AdSpruce. We reserve the right to use a part of or the entirety of your submitted video as part of any AdSpruce or related company marketing and advertising activity.

Remedy

If any Advertiser violates or refuses to partake in their responsibilities, or commits fraudulent activity against AdSpruce, AdSpruce reserves the right to take appropriate legal action to cover its damages.

Assignment

No rights or obligations under these Terms and Conditions may be assigned by Advertiser or AdSpruce without the prior written consent of the other Party.

Confidentiality

Each Party agrees not to disclose Confidential Information of the other Party without prior written consent except as provided herein. Confidential Information includes (i) Anything contained within the AdSpruce interface (ii) non-public Ad/Campaign details (iii) statistics (iv) data (v) technical information (v) AdSpruce/Advertiser company information (vi) AdSpruce systems and processes. It does not include information that has become publicly known through no breach by a Party, or has been (i) independently developed without access to the other Party’s confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.

Non-solicitation

Whilst Advertiser has an AdSpruce account, and for a period of six months from the closing of Advertiser’s account, Advertiser agrees that it will not contract with, solicit, recruit or encourage, directly or indirectly, any Publisher that is known by Advertiser to be an AdSpruce Publisher for purposes of providing Ads directly through such Publisher. Whilst Advertiser has an AdSpruce account, and for a period of six months from the closing of Advertiser’s account, Advertiser may not contact AdSpruce’s affiliates, clients, partners, staff, or contractors, directly or indirectly to solicit the business of said affiliates, clients, partners, staff or contractors.

Independent contractors

Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein establishes a partnership, joint venture, association or employment relationship between the parties or any exclusive course of dealing.

Notices

Except as expressly set forth herein, any notices to be given by Advertiser pursuant to these Terms and Conditions shall be in writing and sent by AdSpruce support ticket. The receipt of such notice shall constitute the giving of notice thereof. Any notice to be given to Advertiser pursuant to these Terms and Conditions may be sent by AdSpruce support ticket, email to Advertiser’s email address as identified in Advertiser’s account information, or shown as a message in the Backend. The sending of such notice shall constitute the giving of notice thereof.

Damages

In no event shall either Party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising from the provision of services.

Waiver

No waivers of any breach or default by the other party shall operate or be construed as a waiver of any preceeding or succeeding breach of the same or any other provision of these Terms and Conditions.

Indemnification

Both Parties will at all times indemnify and hold harmless the other Party from and against any and all losses arising out of any breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other Party.

Severability

If a court or other body of competent jurisdiction declares any term of these Terms and Conditions invalid or unenforceable, the remaining terms of these Terms and Conditions will continue in full force and effect.

Legal fees

If any action in law or in equity is necessary to enforce these Terms and Conditions, the prevailing Party will be entitled to reasonable legal fees and costs and expenses in addition to any other relief to which such Party may be entitled.

Fore majeure

Neither party shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including but not limited to acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events.

Limitation of liability

UNDER NO CIRCUMSTANCES SHALL ADSPRUCE BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

ALL SERVICES, TECHNOLOGY OR OTHER DELIVERABLES ARE SUPPLIED BY ADSPRUCE STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ADSPRUCE MAKES NO WARRANTIES THAT THE SERVICE OR THE ADVERTISING CONTAINED ON THE SERVICE WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE USE OF ANY HYPERTEXT LINK OR ACCESS TO THE SERVICE WILL BE UNINTERRUPTED. ADSPRUCE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE ADSPRUCE WEB SITE, APPS AND/OR OTHER SERVICES.

IN NO EVENT SHALL THE MAXIMUM LIABILITY OF ADSPRUCE EXCEED AMOUNT OF THE FEE PAID BY ADVERTISER HEREUNDER.

Governing law

These Terms and Conditions are governed by and construed under the laws of England and Wales without regard to the conflicts of law provisions thereof. Any action relating to these Terms and Conditions must be brought in the courts located in England and Wales and Advertiser irrevocably consents to the jurisdiction of such courts.

Terms & Conditions

AdSpruce® advertisersterms & conditions