Terms & Conditions

AdSpruce® Standard IO Terms

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.

1) Using AdSpruce® Services

The Advertiser hereby engages AdSpruce (a division of Yamgo Ltd) of Technium Digital, Kings Road, Swansea, SA1 8PH, United Kingdom, hereafter “AdSpruce”, The Advertiser hereby engages AdSpruce and AdSpruce accepts the engagement to provide mobile advertising Services on a non-exclusive basis. AdSpruce reserves the right in its sole discretion to determine all matters concerning the configuration of hardware, software, telecommunications, system components, categories, delivery and other administrative or operational matters for the Service as it deems necessary in the normal course of business. The Advertiser acknowledges and agrees that AdSpruce cannot guarantee any level of performance or results, and acknowledges that the quality of any video plays may be impacted by factors beyond its control, including but not limited to user connectivity or handset set-up. The Advertiser acknowledges and agrees that AdSpruce cannot guarantee the number of impressions and, prior to the publication of an Advertisement or Campaign, any figures given by AdSpruce to the Advertiser in relation to the number of impressions shall be estimates only.

In relation to the Ad content, Advertiser shall be responsible for compliance with, including without limitation, the relevant Advertising Standards Authority Codes, applicable law, statute, local ordinances or industry codes of practice for all advertisements and related materials delivered to AdSpruce.

Advertiser shall deliver all material for the Advertisement to AdSpruce for approval at least 3 working days prior to any applicable advertisement placement date(s) in accordance with such technical specifications and format guidelines for Advertisements as AdSpruce may implement from time to time. AdSpruce shall use its best endeavours to provide written approval (or rejection) by the close of business on the following working day of providing the materials to AdSpruce. AdSpruce retains the right at any time to reject any campaign at its sole discretion.

AdSpruce reserves the right to optimize the materials submitted by the Advertiser as necessary for compliance with the Services’ technical delivery requirements, or to reject at any time in its sole discretion any advertising or material presented by Advertiser.

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.

2) Payment Terms

AdSpruce will send an invoice to Advertiser for advertising campaigns completed in that month in accordance with the rates agreed.

Within 30 days of receipt of invoice, Advertiser will pay each such amount invoiced by wire transfer to AdSpruce’s bank account. For the avoidance of doubt, stated payment terms, unless otherwise agreed in writing by both parties, are 30 days from the end of the respective calendar month. Any disputes shall be raised in writing within 5 working days. Payments to AdSpruce shall be denominated in currency stated on the invoice and paid by wire transfer to an account to be designated by AdSpruce (as stated on the invoice). Payments due under this Agreement and any IOs incorporated hereunder shall be calculated based on AdSpruce’s measurements. Payments are due regardless of whether Customer has collected payment from its clients, advertisers or agents of those Advertisement. All bank charges are to be paid by Advertiser, i.e. the remitter, so that the amount AdSpruce receives is the amount invoiced. AdSpruce reserves the right to charge interest on any late payment of 2% per month or the legal maximum, whichever is the greater, and AdSpruce may suspend Advertiser’s campaign delivery until Advertiser pays all overdue amounts and interest. Advertiser will pay all attorneys’ fees and collection costs incurred by AdSpruce in collecting any amounts from Advertiser payable under this Agreement.

3) Advertiser's Warranties and Representation

Advertiser warrants and represents that the Advertisement or material submitted by the Advertiser to AdSpruce does not violate any applicable law or regulation, 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, does not contain language or graphics that are abusive, profane, offensive, defamatory or harassing, or which violates or encourages others to violate any applicable law.

Advertiser warrants and represents that Advertiser has the unrestrictive right to all advertisements and material submitted to AdSpruce.

Advertiser shall at all times defend, indemnify and hold harmless AdSpruce, its affiliates and their respective officers, directors, shareholders, employees, accountants, attorneys, agents, 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.

4) 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 the advertiser hereunder for the respective campaign.

5) Intellectual Property Rights

Neither party will acquire any ownership interest in the other’s intellectual property, and each party shall retain all such ownership rights.

AdSpruce shall have the right to place Advertiser's and Client’s logo, trade name, and trademark on any advertising from Advertiser and to otherwise use such items in connection with the purposes of this Agreement, and Advertiser hereby grants AdSpruce a non-exclusive license to use the advertising material that Advertiser provides to AdSpruce, including Advertiser’s and Client’s trademarks and copyrights, and the right to hyperlink from the Advertisement during the term of this Agreement.

AdSpruce retains all proprietary rights in and to the Service and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information.

Advertiser acknowledges that AdSpruce is the exclusive owner, permitted company or licensee of any and all rights, title and interest, including copyright, in and to the content displayed through the Service.

6) Confidential Information

The content of this Agreement and any other confidential information must be treated as strictly confidential by the parties and may not be disclosed to any third parties except where mandated by law. Information that was demonstrably known to the Advertiser and/or AdSpruce at the commencement of their contract negotiations or that entered into the public domain either before or after conclusion of the contract, without wrongful act on the part of the Advertiser and/or AdSpruce, are not deemed to be confidential information. The obligation in this clause shall survive expiry or termination of the Agreement for two (2) years.

Either party may terminate this Insertion Order upon thirty (30) days written notice to the other party. Sections 8, 9 and 10 and any accrued rights to payment and any remedies for breach of this Agreement, shall survive termination or expiration of this Agreement.

7) Force 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.

8) Miscellaneous

These Terms and the obligations hereunder shall not be amended, modified, varied, assigned, transferred or waived in whole or in part except in writing signed by both parties. No waivers by either party 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. These Terms and its conditions are complete and contain the entire understanding of both parties at the date hereof relating to the subject matter hereof. If a court or other body of competent jurisdiction declares any term of this Agreement invalid or unenforceable, the remaining terms of this Agreement will continue in full force and effect. The Contract (Rights of Third Parties) Act 1999 shall not apply to this Agreement. A person who is not a party to this Agreement shall not be entitled to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of both parties.