Last updated: January 1, 2025
These Terms of Service and the Insertion Order (together, this Agreement) are entered into as of the Effective Date by and between PROFITROI LIMITED, 7/F, MW Tower, 111 Bonham Strand, Sheung Wan, Hong Kong (the Company) and the Publisher. Each Company and Publisher shall be referred to as a Party and jointly as the Parties.
Any type of content (such as text messaging, audio and video files, rich media, text, and graphic files), including but not limited to push notifications, banners, buttons, pop-ups, pop-unders, lightbox interstitials and text links that are generally used as advertisements.
An entity who makes Ads available on the Platform.
Company's technology allowing Publishers to present Ads on Publisher's Media using Company's services.
Applicable directives, laws, regulations and industry standards including the Laws of the End User's place of residence, and the Laws of the United States of America and the European Union and its Member States.
Individual human end users of the Media.
All information relating to the Solution, the Platform or the Tag, any know-how, technical data, research, product plans, customers, markets, inventions, processes, marketing or finances disclosed to Publisher; and information concerning End Users interacting with the Ads and payouts/rates paid to Publisher. Excludes information that is already public knowledge, was known prior to negotiations, or was rightfully furnished by a third party without restrictions.
Code that requests an Ad from the Platform (JS Tag, Ad Tag or SDK in mobile applications), provided by Company for implementation on Publisher Media.
Internet assets in Publisher's Media in which Ads are displayed, sold by Publisher to Advertisers using the Platform.
Websites, applications, mobile websites, mobile applications, and other media owned and controlled by Publisher, or that Publisher otherwise has the contractual right to present and sell Ads on.
The Privacy Policy available at the Platform.
The Platform and its components including but not limited to the methods, tools and other intellectual property of the Company.
2.1. Subject to the terms herein the Company grants Publisher a limited, non-exclusive, non-assignable and non-transferable right to place the Tag on its Media and remotely access the Platform solely for the purpose of presenting Ads on its Media through the Tag during the Term. All rights, title, interest and copyright in and to the Solution are hereby reserved. Publisher hereby grants to the Company during the Term a limited, fully revocable, non-exclusive, non-transferable license to integrate the Solution in Publisher's Properties solely in order to enable End User actions in connection to the Company's Solution.
2.2. Publisher shall not and shall not attempt to: (a) resell, sublicense, lease, time-share, distribute or otherwise transfer to any third party its right to access and use the Solution; (b) reverse engineer, decompile or disassemble the Solution or any part thereof; (c) modify, copy or create derivative works of the Solution; or (d) access the Solution for the purpose of building a competitive product or service or copying its features.
2.3. Publisher agrees that it is responsible for any acts or omissions of its agents or permitted subcontractors that access or use any of the Solution, and Publisher will ensure that such agents and subcontractors comply with the terms of this Agreement.
3.1. Publisher represents and warrants that: (a) it owns and controls the Media; (b) it has full corporate right, power and authority to enter into this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of each party; (d) its performance hereunder does not breach any agreement to which it is a party; (e) Publisher's Media content and services do not and will not violate any Applicable Law, infringe any third party rights, or contain unlawful, harmful, threatening, defamatory, obscene or racially objectionable material.
3.2. Publisher shall implement the Tag in accordance with Company's instructions delivered from time to time via the Platform.
3.3. Publisher will not modify the Tag or any Ad, and will only place the Solution and its Ads in accordance with Applicable Law and trafficking instructions provided by the Company from time to time.
3.4. Publisher will be solely responsible (a) for the Media including the content provided therein; (b) for all its use of the Solution hereunder; (c) to use the Solution in compliance with Applicable Law and instructions provided by Advertisers and/or the Company.
3.5. Publisher will not, nor will it attempt to: copy or reverse engineer the Solution; interfere with its proper working; set, read, write, modify or delete cookies on the Company's domain; transfer personally identifiable information to any other party without written mutual agreement; use the Solution for sites directed at children under the age of 18; or make available any abusive, pornographic, vulgar, harassing, obscene, or otherwise offensive content in connection with the Solution.
3.6. Privacy. Publisher agrees: (i) to comply with all Applicable Laws; (ii) to obtain End Users' freely given, specific, affirmative, informed and unambiguous consent to the Company's PP and Cookie Policy, including consent to placing or accessing cookies on End Users' devices; (iii) to conspicuously display and maintain a privacy policy that complies with Applicable Law and informs users about data collection practices; (iv) to provide End Users with the Company's opt-out for receiving Ads.
3.7. Publisher represents and warrants it will not, either by itself or by authorizing or encouraging others, directly or indirectly act in violation of the foregoing terms.
4.1. The Company undertakes to pay Publisher within 30 days following the end of any calendar month (Net+30) the Publisher Earnings. Publisher Earnings means amounts actually received by the Company from Advertisers for Ads displayed on Publisher's Media, less associated system fees including operational costs, hosting, storage and bandwidth charges, handling fees and Taxes (System Fees), and adjusted for Reconciliation Adjustments (monthly adjustments to reconcile Publisher's account, including amounts withheld by Advertisers, reporting errors, chargebacks and uncollected System Fees).
4.2. All billing and payment numbers shall be based on the Company's reporting system. The parties agree that Company's reports are sole and decisive evidence with respect to amounts owed and shall be binding upon the Publisher.
4.3. The Company reserves the right to not distribute Publisher Earnings: (a) when amounts due are less than $50 USD (carried over to the next pay period); (b) if Publisher fails to complete any tax or reporting forms requested by the Company; or (c) where Publisher Earnings are generated by any prohibited and/or fraudulent activity.
4.4. Publisher acknowledges that Advertisers reserve the right to refuse to pay on impressions, clicks or actions determined to be fraudulent, artificially inflated or otherwise invalid, and that Publisher will not be paid if the Company does not receive payment from the applicable Advertiser.
4.5. In case Company detects fraudulent activity in its sole discretion: (i) Company may suspend and/or block Publisher's account; and/or (ii) no payment shall be paid for the entire day that such activity was detected.
4.6. All payments shall be made in U.S. dollars.
4.7. All amounts payable are exclusive of any sales, use or other taxes, tariffs and duties. Publisher is solely responsible for payment of any applicable Taxes.
5.1. This Agreement shall be in full force and effect as of the date of registration of your account until terminated according to the terms provided herein.
5.2. The Company may suspend Publisher's access to its Platform and/or terminate this Agreement if in its sole reasonable discretion: (a) Publisher is engaging in a prohibited activity or violating any Applicable Law; or (b) Publisher's continued use is likely to damage or cause imminent harm to the Platform, the Company or other users.
5.3. The Company may terminate this Agreement for convenience immediately without any notice to Publisher.
5.4. Upon termination the license granted hereunder shall immediately terminate; Publisher will immediately (a) cease all use of the Solution and remove the Tag from the Media; (b) pay all amounts owed to the Company.
6.1. Each Party agrees not to use or disclose any Confidential Information received from the other Party other than as expressly permitted under this Agreement. The Receiving Party shall use the same degree of care to protect the other Party's Confidential Information as it uses to protect its own, but in no event less than reasonable care.
6.2. Nothing in this Section will prevent a Party from disclosing Confidential Information to the extent required by law, judicial order or other legal obligation, provided that the Party makes such disclosure only to the extent legally required and notifies the other Party in advance to allow seeking a protective order.
6.3. Upon termination or earlier upon demand of the Disclosing Party, the Receiving Party shall promptly return all Confidential Information in tangible form or certify in writing that it has been destroyed.
7.1. Publisher shall indemnify, defend and hold harmless the Company, its affiliates, directors, officers, agents and employees from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim related to any alleged or actual breach by Publisher of the representations and warranties herein or Publisher's use of the Solution.
7.2. THE SOLUTION AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FLAWS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SOLUTION WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
7.3. The Company does not monitor content provided in or through Media or the Solution, nor does it screen or have control over such content. Publisher shall be solely responsible for all content so provided.
8.1. In no event shall either party be liable for any incidental, indirect, special, exemplary, or consequential damages including loss of profits, business interruption or loss of information, even if advised of the possibility of such damages. Publisher's total aggregate liability under this Agreement will not exceed the lower of (i) US$10,000 or (ii) amounts received by the Company during the 30-day period immediately preceding the date of the claim.
8.2. No action arising under or relating to this Agreement may be brought more than six (6) months after the cause of action has occurred and in any event no later than three (3) months after the termination of this Agreement, except for an action for non-payment brought by the Publisher.
9.1. Neither party shall be liable by reason of any failure or delay in the performance of its obligations for any cause beyond its reasonable control, including electrical outages, failure of Internet service providers, riots, insurrection, war, fires, floods, earthquakes, explosions, and other acts of God.
9.2. This Agreement contains the entire agreement between the parties and supersedes all prior agreements. The terms provided herein shall prevail over any conflicting terms in any other instrument between the parties.
9.3. Publisher may not assign this Agreement without the prior written consent of the Company, and any assignments in violation hereof shall be void. This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong, and the courts of Hong Kong shall have sole jurisdiction over any disputes hereunder.
9.4. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity or unenforceability, without invalidating the remainder of this Agreement.