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
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.
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
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.