Terms and Conditions

INSERTION ORDER & ADVERTISER SERVICE AGREEMENT

(*updated 15 February 2021)

This Agreement is entered into between

THE ADVERTISER

(hereinafter referred to as the "Advertiser" or "you")

and

ADSÙ

(hereinafter referred to as ”Adsù”, "us or "we")

PREAMBLE

Adsù is a Technology Platform which seeks to introduce advertisers and distributors of digital products to affiliate marketing companies and individuals for the purpose of promoting the advertisers or distributor’s products and/or services.
The technology used by Adsù is run on a self-service basis.
The Advertiser is a merchant, product owner or service provider that wishes to utilise the Adsù technology platform to promote products and/or services for themselves or a client they work alongside.
The Advertiser will be required to enter into a separate agreement with the Affiliate to set out its specific requirements in relation to the brand and advertising policies, the contents of which the Advertiser is responsible for.
Adsù will provide access to its platform to the Advertiser and the Advertiser shall utilise the platform on the terms and conditions contained within this Agreement.

DEFINITIONS

Adsù	Shall refer to the trading name of the Company duly registered in terms of the laws of Hong Kong known as ADSÙ Technologies Limited (Company Number 70002010007) with registered offices at Unit 1411, 14th Floor, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong.
Affiliate	Shall refer to a marketing affiliate who is signed up to the Adsù platform and agrees to promote an Advertisers products and/or services.
Advertiser	An individual or business that chooses to promote their own products and/or services on the Adsù platform in accordance with the terms and conditions contained herein.
Advertiser-Affiliate Agreement	This shall refers to the set of terms and conditions acknowledged by an Affiliate and the Advertiser which are set by the particular Advertiser which includes but shall not be limited to: Payment Terms, Advertising Policies, Product Claims, Disclosure Agreements & Promotional Limitations.
Campaign	Shall refer to a Campaign created by an Advertiser on the Adsù platform to promote a specific product and/or service.
Fee, Advertiser Fees or Adsù Fees	Advertiser or Adsù Fees shall refer to the sum due and payable to each respective party, calculated on each tracked action as set out in this Agreement.
Payout Rate	The Payout Rate is the rate of commission, either a fixed sum or calculated as a percentage of the value of the proceeds of each sale, which the Advertiser agrees to reward Affiliates with, following completion of each sale/tracked action generated by the Affiliate. The Advertiser may set a default rate payable to all Affiliates, as well as set a Private Affiliate Payout for specific affiliates on the Adsù platform.
Private Affiliate Payout	A Private Affiliate Payout is a commission set by the Advertiser and given to a specific Affiliate which has not been advertised to all Affiliates.
Refunds and Chargebacks	The amount repayable when the customer returns the Advertiser’s item or the Advertiser’s processing company claws back the transaction for any reason, including but not limited to, for investigation or fraudulent activity.
Tracking Codes/Pixel	This is the programming code Adsù requires to be added to the Affiliate ‘order successful’ process.

COMMENCEMENT

This Agreement shall come into force as soon as the Advertiser clicks on the ‘Create My Advertiser Account’ button and completes the sign-up process, and/or signs a separate Agreement with Adsù as may be required.
The Agreement shall remain in effect unless terminated in accordance with the provisions contained within this Agreement, or by any breach of the terms of this Agreement.
The Advertiser duly instructs Adsù to place its advertisements on the Adsù platform and accordingly agrees to be bound by the terms and conditions contained herein.
Either party may terminate this Agreement upon giving at least 30 (THIRTY) calendar days written notice in advance to the other party.
Following termination, all traffic will be redirected from the Advertisers Campaigns to the website of another Advertiser on the Adsù platform or directly to the Adsù website and provisions of clause 21 will apply.
Adsù shall consider all applications, however the final approval and acceptance of an Advertiser is at the sole discretion of Adsù and Adsù reserves the right to refuse applications.
In terms of the Affiliate Agreement, the Affiliates have accepted that Adsù may pass on any/all of its data to the Advertiser to give that Advertiser the ability to assess its suitability for (and the suitability of the Affiliate Website) for their Campaigns.

RELATIONSHIP

In consideration of the payment of the Advertiser Fees to Adsù, Adsù will permit access to the platform subject to the terms and conditions as set out in this Agreement.
Subject to the terms of this Agreement, the Affiliate will be permitted to link to a specific page hosted by the Advertiser containing advertising and marketing materials for use by Affiliates in the promotion of the Advertisers products and/or services.
The Advertiser agrees to be solely responsible for the contents of this page and the manner in which they are used by the Affiliates to promote the products and/or services.
The Advertiser agrees not to do any one or more of the following activities:

3.4.1.Link to any website that contains or promotes, any of these types of content: libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or wares, or anything similar to or a variation of the above.
3.4.2.Violate any applicable privacy laws regarding physical or digital data/records.
3.4.3.Engage in illegal activity of any kind.
3.4.4.Offer any goods or services which are not permitted by law, or link to a website(s) that does so.
3.4.5.Engage in spamming, indiscriminating advertising or unsolicited commercial e-mail or break other applicable laws regulating commercial e-mail and digital communications.
3.4.6.Introduce directly any virus, malware, worms, Trojan horses, key-loggers, spyware, or any other software with the intention to damage the property of others or breaking any applicable information security laws.
3.4.7.Distribute, sell, leak or in any way distribute data which the Advertiser is in possession of without the express consent of the information owner including data obtained via the Adsù Advertiser account.

Adsù does not undertake to review the content on every Advertisers website.
The Advertiser remains solely responsible for its website content and the goods and/or services promoted and/or sold from that website (including, without limitation, compliance of the same with all applicable laws regardless of the Advertisers location).
Adsù is not responsible, under any circumstances, for the practices of any specific Advertiser for the content of their websites, posts, or emails or other communications using the Adsù platform or otherwise, and Adsù shall have no liability whatsoever (whether in contract, tort, negligence or otherwise) for the same.
The Advertiser shall indemnify Adsù against all costs (including, without limitation, legal costs), claims, losses, damages and awards suffered or incurred by Adsù in relation to the Advertisers website content, posts, or emails or similar communications and the goods and/or services promoted and/or sold from the Advertisers website including, without limitation, any and all claims, losses, damages and awards against Adsù in respect of non-compliance of the Advertisers website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.
The Advertiser is solely responsible for identifying and verifying the legality and legitimacy of any product and/or service they offer in each specific territory that they choose to promote in.
3.10.In addition, the Advertiser is solely responsible for managing and moderating the geographic origin of all traffic sent to their Campaign on the Adsù platform.
3.11.The Advertiser agrees to notify Adsù, related Sellers and Affiliates at least 14 (FOURTEEN) calendar days in advance of any maintenance that may affect its performance on the Adsù network (including, but not limited to, server upgrades, website content updates and website re-launches).
3.12.The Advertiser shall ensure that they produce and uphold Advertiser-Affiliate Agreements for all of their respective campaigns and that they ensure the agreements include, but not limited to: Payment Terms, Advertising Policies, Product Claims, Disclosure Agreements and Promotional Limitations.
3.13.The Advertiser acknowledges that Adsù is a self-service platform and while Adsù may offer support and advice to Advertisers when contacted, the Advertiser accepts full legal responsibility for the products and/or services it links to inside Campaigns, as well as the Advertiser-Affiliate Agreements create to promote.
3.14.The Advertiser acknowledges that they are responsible for setting the approval process for new Affiliates on each campaign that they create. Adsù accepts no responsibility for unwanted actions and affiliate traffic that comes through an Advertisers campaign(s) based upon the settings which the Advertiser has chosen.
3.15.Adsù provides three different application restrictions for Campaigns:

3.15.1.Open Campaigns - these are listed in the marketplace for all Affiliates to access. Any Affiliate who takes a link from the marketplace, then binds themselves and the Advertiser by the Advertiser-Affiliate Agreement.
3.15.2.Apply to Promote Campaigns - these give the Advertiser the control to manually approve each Affiliate who wishes to promote their campaign. Any Affiliate who is accepted to this type of campaign from the marketplace, then binds themselves and the Advertiser by the Advertiser-Affiliate Agreement.
3.15.3.Campaigns Limited by Trust Score - these offer a semi-automated way to filter Affiliates. Only Affiliates that score above the specified value will be allowed to promote the Advertisers Campaigns. Any Affiliate who takes a link from the marketplace, then binds themselves and the Advertiser by the Advertiser-Affiliate Agreement. Advertisers acknowledge that the Trust Score is a guideline metric generated by a computer algorithm and provided by Adsù for use on its self-service platform. Adsù offers no guarantees or confirmation that the results of Trust Score are accurate in the prevention of fraudulent activity or directly correlate to financial success. The Advertiser remains responsible for individuals promoting their campaigns.

3.16.Adsù provides the facilities to both block and approve individual Affiliates from accessing the Advertisers campaigns. As an Advertiser on a self-service network, the Advertiser acknowledges that it is solely responsible for the management of this resource and Adsù accepts no responsibility for additional fees incurred through mismanagement of this functionality.

ADVERTISER PROGRAM DETAILS

The details of the Advertisers program and any Campaigns shall be contained within the Advertisers "Marketplace Listing."
The Advertiser must provide Adsù with a copy of the Details Page content the Advertiser has linked prior to the Advertisers Program being activated for Adsù’s review for consistency with the Network Service.
The Advertiser may revise the Marketplace Listing, including domain name, and/or Special Terms and Conditions at any point.
The Advertiser is aware that editing the Advertisers Marketplace listing may trigger a new review by Adsù. Notwithstanding the preceding, nothing contained on the Advertisers Marketplace Listing may conflict with the terms and conditions contained within this Agreement and the Affiliate-Advertiser Agreement, and any such conflicting terms and conditions shall be voidable.
Should the Advertiser use the Adsù Marketplace or any Adsù Services to communicate with Affiliates about products and/or services, the Advertiser agrees that all statements or messages communicated via the Adsù Marketplace or Adsù services constitute promotions under this Agreement and are subject to all applicable terms and obligations thereto.
Additionally, and without limiting any other restriction contained herein, the Advertiser will not use the Adsù Marketplace or Services to:

4.6.1.make any false or deceptive statement(s) or claim(s) regarding the product or sales of the product and/or services;
4.6.2.offer any promotions or incentives to Affiliates unless the Advertiser fully intends to fulfil such promotions or incentives;
4.6.3.offer any promotions or incentives to Affiliates unless the Advertiser affirmatively states that they are offered only by the Advertiser and not by Adsù; and/or
4.6.4.suggest in any way, whether express or implied, that the products or services are endorsed, approved or sponsored by Adsù in any way.

Adsù reserves the right to suspend the Advertisers ability to use the Adsù Marketplace or services at any time.

FEES

Fees are billed on a per campaign, per country, cost per acquisition (CPA) basis.
ADSù levy a fee equal to 10% (TEN PERCENT) of the total sales commissions generated by each Affiliate, unless otherwise agreed.
The CPA fee tariff shall be agreed between the Adsù Account Manager and the Advertiser on a weekly basis or when new campaigns are launched by the Advertiser.
Fees shall be calculated when an action occurs and the Advertiser shall be invoiced on a weekly basis, on every Monday.
Advertiser Invoices shall be due and payable within 7 (SEVEN) calendar days of receipt.
Penalty interest shall be due for all unpaid Advertiser invoices at a rate of 3% per month, and shall become applicable after 30 (THIRTY) calendar days.

PAYMENT

Invoices will be automatically generated on a weekly basis.
Invoices generated will need to be paid within 7 (SEVEN) calendar days.
If payment does not clear for an invoice by the aforementioned deadline, the invoice will be considered cancelled.
The Advertiser is solely reasonable for the payment of all monies to Affiliates who have promoted their products and/or services through Campaigns on the Adsù platform.
Delayed payments by the Advertiser to either the Affiliates for commission Payouts or Adsù for Advertiser Fee’s may result in suspension or termination of the Advertiser’s account.
Continued cancellation of invoices (determined at the sole discretion of Adsù) could result in the redirection of traffic from the Advertiser website to another website deemed suitable by Adsù, and may result in suspension from the Adsù platform or termination of the Agreement, in each case all pending commissions/payouts owed to Affiliates and Advertiser Fees and not yet Invoiced by Adsù for the remainder of the current term of the Agreement are payable to Adsù within 14 (FOURTEEN) calendar days of termination.
A current total of pending Affiliate payouts and expected Adsù Fees are available in the Advertisers account under the Billing section. Advertisers are expected to use this as an indication (but not final quote or invoice) of the current amount owed on future invoices.
In relation to all deadlines mentioned in the Agreement, the Advertiser is responsible for accounting for and organising around both local and international bank holidays which may affect payments being made or cleared.

PAYOUT RATES AND COMMISSION RATES

As a self-service platform, the Advertiser can adjust both payout terms and affiliate payout rates as they see fit.
Adsù does not moderate or regulate these changes and the Advertiser retains sole responsibility for ensuring the information it places on the Adsù platform is accurate and free from errors.
Affiliates who have already tracked an action for any campaign in which a payout is altered must be notified via a message in their account on changes to payout rates or payout terms.
Any rewards or payments given to Affiliates of Adsù must be done through the Adsù platform.
Payments made to Affiliates outside of the Adsù platform will be considered in direct breach of this Agreement.
Additional payments to Affiliates can be completed in two ways, either via Campaign related incentives or via a Cash Prize.

7.6.1.Campaign related incentives and Private Payout Rates can be added and will be subject to the standard Adsù fees.
7.6.2.Cash Prizes can be awarded to Affiliates outside of a specific Campaign to an Affiliate at the account level and the Advertiser will be charged a flat Adsù Fee of 1% for each Cash Prize transaction.

The Advertiser is solely responsible for setting, maintaining and communicating Payout Terms and Payout Rates to its Affiliates as part of the Advertiser-Affiliate Agreement. It is the Advertisers responsibility to ensure these terms and conditions are both in place and upheld by the Affiliates promoting their Campaigns. Adsù accepts no responsibility or liability for loss, damages or any costs incurred from failure to complete this process.
In accordance with the terms of this Agreement, Adsù will not be responsible or liable for any Affiliate Payouts.
These payments remain the sole responsibility of the Advertiser for the duration of time that the Advertisers Campaigns and/or products and services are available for promotion on the Adsù platform.
The Advertiser-Affiliate Agreement clearly states that the Advertiser is solely responsible for these fees and any attempt at deceiving or defrauding any Affiliate(s) to this fact will count as a material breach of this Agreement.

PREFERENTIAL AFFILIATE TREATMENT

Apart from Private Rates on the Adsù.com platform, the Advertiser agrees not to offer preferential public commission rates through any other network or Campaign.
Adsù retains the right to increase the Affiliate Payout Rates and Advertiser Fees immediately and without consultation, to match any preferential public commission rates being offered, in relation to the same product or program, by other networks or campaigns.
The Advertiser agrees that all monetary awards given to the Affiliate(s) will, without exception, be processed via the methods outlined in this Agreement.

FRAUD, REFUNDS AND CHARGEBACKS

Adsù will make every effort to distinguish and stop fraudulent activity however the Advertiser should make every effort to monitor Affiliate activity and apply appropriate voiding procedures immediately if there is suspected fraudulent activities.
Adsù shall have no liability to the Advertiser whatsoever (whether in contract, tort, negligence or otherwise) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Affiliate activity.
In the event of any Affiliate fraud, all transactions not paid out to the Affiliate will be reversed, where possible, as determined by Adsù.
In addition, the Advertiser may, without the involvement of Adsù, attempt to directly recover any payments made before the fraud was detected. Adsù will be relieved of all responsibilities in this regard by the Advertiser. Adsù also reserves the right to take legal action against the fraudulent companies and/or individuals involved, without reference to the Advertiser.
Adsù accepts no responsibility for transactions which ultimately result in fraud, refunds or chargebacks that originate on the Adsù network.
All sales will be automatically validated by the Adsù system at the point of the related invoice being generated. The Advertiser must, without exception, submit all voids and cancellation before midnight on the Sunday before an invoice is due for generation on the following day (Monday).
Void fees will be applicable to all actions that an Advertiser marks as void. These fees will be added to the invoice in the usual manner and are charged at a flat fee of $1 per action.
At Adsù’s discretion, void fees may be refunded to cover specific cases of fraud, refunds or chargebacks.
Misuse, deceit or purposeful sabotage of tracking data, as determined by Adsù, via the use of the void facility counts as a material breach of this Agreement and may result in the immediate termination of your account and this Agreement.
Adsù reserves the right to restrict the number or percentage of voids processed by the Advertiser on a per campaign basis.

ADVERTISER SPONSORED ADVERTS, BANNERS & NEWSLETTERS

Adsù provides the Advertisers sponsored adverts, banners and newsletters as a free service to our valued Vendors and Affiliates.
The contents of all material made available via the sponsored adverts banners and newsletters are provided solely by the individual Advertiser and not by Adsù.
The sponsored adverts, banners and newsletters are intended to help Advertisers provide Affiliates with information about their products and promotions.
Adsù requires that Advertisers who supply sponsored adverts, banners and newsletters to present only accurate and reliable information, Adsù does not independently review or verify information submitted by Advertisers for accuracy, completeness, efficacy, or timeliness.
Adsù does not guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any such information nor is it responsible for any bonuses, prizes, or other incentives offered by Advertisers. Any use of information presented by an Advertiser is voluntary, and reliance on it is at the users own risk.
Adsù’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute its endorsement of any Advertiser, Product, or incentive.

ADVERTISER WEBSITE CONTENT AND PERFORMANCE

For the duration of this Agreement, the Advertiser shall maintain a website and processing uptime of 99% or above in any given week.
Without prejudice to any of Adsù’s other rights and remedies, a failure to maintain such processing uptime shall give Adsù the right to terminate this Agreement immediately upon written notice.
Adsù will endeavour to maintain a 99% or above uptime of all link tracking but accepts no liability whatsoever to the Advertiser (whether in contract, tort, negligence or otherwise) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of a loss of tracking and/or data in the event of downtime.
Adsù accepts no responsibility in any way for content featured on an Advertiser’s websites or any website linked to from a Campaign on the Adsù network, or any other site link to from that Campaign landing page.
The Advertiser accepts sole responsibility for ensuring that the content and products/services offered on their sites are legal in the geographical locations that it is being promoted to.

TRACKING CODE MAINTENANCE

12.1.Advertisers will ensure that Tracking Codes are kept in place until this Agreement has expired or has been terminated.
12.2.The Tracking Codes must remain in place at all points of sale including online, telephone and mail order.
12.3.In relation to each channel, including (but not limited to) telephone and mail order sales, the Advertiser shall ensure that the Tracking Code is maintained throughout the sale process, to enable the source of the sale to be identified.
12.4.Should the Tracking Code be found to be missing or not submitted to the Adsù servers at any point of sale, the Advertiser will be notified by Adsù and given 24 (TWENTY-FOUR) hours to rectify the situation. Without prejudice to Adsù’s other rights and remedies, failure to do so will entitle Adsù to suspend the Advertisers access to the Adsù platform.
12.5.For the period which the Tracking Code is not on the Advertiser’s website or maintained during the sales process for other channels, Adsù may seek compensation from the Advertiser. Such compensation will be based on any Adsù costs and any relevant Advertiser Fees together with an average Affiliate’s commission earnings over a 4 (FOUR) week period.
12.6.Failure to maintain the Tracking Code provided, and/or failure to respond to the 24-hour notice period defined in clause 12.4 will result in the Advertiser being in breach of this Agreement.

ADVERTISER-AFFILIATE AGREEMENTS & AFFILIATE COMMUNICATIONS

13.1.The Advertiser agrees not to promote other offers not directly related to the Advertiser’s Affiliate program running through the Adsù platform. This shall include the discussion of other networks where the Advertiser may, or may not, have an Affiliate program.
13.2.Adsù will not be liable or responsible for any communication or the content of any communication between the Advertiser and Affiliates.
13.3.The Advertiser shall ensure that no illicit, illegal, offensive libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, (or similar) communication or materials are made via the Adsù platform.
13.4.The Advertiser is responsible for the Advertiser-Affiliate Agreement which will be in place between the Advertiser and each Affiliate they choose to allow to promote their Campaigns. These Terms and Conditions should include but are not limited to: Payment Terms, Advertising Policies, Product Claims, Disclosure Agreements and Promotional Limitations.
13.5.The Advertiser is solely responsible for communicating to and ensuring the upholding of any Terms and Conditions that they enter into with any Affiliates as part of the Advertiser-Affiliate Agreement.

LICENCE

14.1.The Advertiser grants Adsù and its Affiliates, a revocable, non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription email, for the limited purposes of promoting their program. This is subject to the Terms and Conditions of this Agreement.
14.2.Adsù accepts no liability or responsibility whatsoever for any costs, damages or losses incurred from improper use or distribution of these resources.

INDEMNIFICATION

15.1.The Advertiser shall keep Adsù indemnified against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Affiliates and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to Adsù by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights.
15.2.The Advertiser shall further indemnify Adsù for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorised use of Adsù services; technical problems or loss of data caused by the Advertiser on the Adsù website or on any website to which the Advertiser is linked by Adsù.

LIABILITY

16.1.Adsù shall not be liable to the Advertiser for any injury caused by the negligence of Adsù and/or any misrepresentations made by Adsù.
16.2.Adsù shall further not be liable (whether in contract, tort, negligence or otherwise) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Affiliate Tracking service or Tracking Codes.
16.3.Adsù cannot guarantee or warrant the performance of Adsù services or the links to any other linked websites. Adsù shall not be liable (whether in contract, tort, negligence or otherwise) for any error in the implementation of the links for the Advertiser’s website or for the specified function of the links.
16.4.Adsù shall have no liability (whether in contract, tort, negligence or otherwise) for any delay and/or failure to perform its obligations under this Agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Adsù including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.
16.5.Adsù shall have no liability (whether in contract, tort, negligence or otherwise and howsoever arising) for any breach or failure of implementation of the Advertiser-Affiliate Agreement by either the Advertiser or the Affiliate(s). This includes but is not limited to monies owed to the Affiliate by the Advertiser to cover Payouts.
16.6.The Advertiser acknowledges that at all times, without exception that they are responsible for all monies owed to Affiliates who have promoted their products and/or services through a Campaign on the Adsù platform as well as Advertiser Fees owed to Adsù from those commissions.
16.7.Adsù provides a Geo-location service as part of the Adsù platform but the results and output of this service are an approximation and Adsù accepts no liability (whether in contract, tort, negligence or otherwise) for any costs, fees, or losses occurred from the incorrect allocation of traffic to the wrong location.
16.8.In the event that the Advertiser has configured their campaign in a way that directs traffic to a dead end or recurring loop using Geo-location services or if the Advertisers campaign or account has been suspended or terminated for any reason, Adsù reserves the right to deliver traffic to a campaign of its choosing via a process labelled the “Default Redirect”. This will usually come in the form of a similar recommended campaign but may not be part of the Advertisers own campaigns. The Advertiser will not be entitled to any compensation in any capacity should the Default Redirect be applied to any or all campaigns in their account.
16.9.Adsù shall have no liability (whether in contract, tort, negligence or otherwise) for any mistake or error of any kind when configuring campaign settings inside Advertiser accounts. As part of a self-service platform it is the Advertisers responsibility to ensure they have not made any mistakes when configuring payout amounts, deadlines, promotion terms, geographical restrictions, cash prizes, favourable rates or any other campaign settings inside an Advertiser account.

LEGISLATION

17.1.The Advertiser is responsible for the performance of the goods and services offered on its website, and shall ensure that all goods and services are provided in compliance with the legislation which is applicable in its targeted jurisdictions.
17.2.The Advertiser confirms that Adsù is relying on the Advertiser’s confirmation to comply with all relevant legislation and that the Advertiser is aware there may be commercial consequences if, due to any error by the Advertiser, Adsù is exposed to investigation or prosecution for the sale or supply of unlawful or non-compliant products.
17.3.The Advertiser confirms it will comply with all marketing and product safety laws in the countries it markets the product in and comply in full with consumer protection legislation.
17.4.The Advertiser confirms it will cover all known product safety laws, marketing regulations, promotion limitations and geographical restriction of sales of its products and/or services in its Advertiser-Affiliate Agreements.
17.5.Adsù accepts no responsibility for investigations, loss, damages or costs incurred that are a result of Affiliates failing to uphold the Advertiser-Affiliate Agreement.
17.6.The Advertiser confirms that it will review and monitor all Affiliate websites and resources that are used to promote its products and/or services.
17.7.The Advertiser undertakes to notify Adsù of any regulatory or legal complaints, or threats of such complaints, that it receives in connection with or in relation to a product or service the Advertiser had advertised through Adsù within 2 (TWO) business days of the Advertiser's receipt of such complaint.
17.8.The Advertiser shall assist Adsù, at the Advertisers cost and expense, in taking any necessary or appropriate actions reasonably requested by Adsù to respond to and/or resolve such complaints.

LEGAL CONTENT

18.1.The Advertiser is solely responsible for its own website and all its content, and shall ensure that they conform at all times to all applicable laws and regulations of their own jurisdiction, the laws of England and Wales and any other applicable legislation.
18.2.Adsù provides information (for example, financial, compliance or best practices) for informational purposes only which in no way must be construed as legal, professional or accounting advice.
18.3.The Advertiser should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Adsù Website or Services.
18.4.The Advertiser understands that Adsù employees, representatives, and/or agents do not provide advice whatsoever pursuant to the authority of professional certifications or licenses and there will not treat information provided by Adsù employees, representatives, and/or agents as such.
18.5.The Advertiser further understands that by receiving information, facts or opinions on or through the Adsù Website or Services, the Advertiser is in no way entering into a relationship with Adsù or its employees, representatives and/or agents that entitles the Advertiser to client privileges that may be associated with any professional certifications or licenses.

COPYRIGHT / INTELLECTUAL PROPERTY

19.1.Adsù owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service.
19.2.This includes all programming, creative, artwork and images supplied by Adsù or on behalf of Adsù.
19.3.The Advertiser does not acquire any rights or licences whatsoever under this Agreement.

ADVERTISERS INFORMATION

20.1.The Advertiser consents to the publication of the Advertiser’s name, web address and all other information provided by the Advertiser on the Adsù website and to Adsù sending newsletters and other communications to the Affiliates and using the information given by the Advertiser for marketing purposes.
20.2.The Advertiser confirms that, in order to enable Adsù to improve, promote or market the service, Adsù may produce statistics or summaries relating to the use of the service.
20.3.Adsù may contact the Advertiser by email, telephone, by post, SMS or via social media network for feedback relating to the service, including any ways in which it might be improved, both for the Adsù network and for the individual Advertiser.
20.4.All information collected is confidential and will be used solely for mutual benefit in any campaigns or promotions.
20.5.Adsù will take all reasonable and legal steps to protect information and will release certain documents only to the relevant authorities under their request.

TERMINATION

21.1.Adsù is entitled to terminate this Agreement immediately at any time following acceptance of the Advertiser onto the Adsù network if the Advertiser does not meet Adsù’s requirements, or provide the documentation requested by Adsù or otherwise as Adsù reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. Adsù will provide reasonable notice of such termination where possible.
21.2.Should the Advertiser decide to leave the network, the remaining account balance available in the Advertisers account will be refunded after any pending invoices and related fees, determined at Adsù’s own discretion, have been deducted.
21.3.Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Adsù may terminate this Agreement immediately at any time upon written notice to the Advertiser in the event of any one or more of the following:

21.3.1.In the specific circumstances set out in this Agreement;
21.3.2.The Advertiser commits a breach of this Agreement;
21.3.3.The Advertiser suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts;
21.3.4.Any event or act of insolvency occurs, including (but not limited to) the Advertiser being unable to pay its debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed;
21.3.5.The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
21.3.6.The Advertiser website is inoperative;
21.3.7.There is a change of control of the Advertiser account or related business; and/or
21.3.8.Adsù’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute its endorsement of any Advertiser, Product, or incentive.

21.4.Adsù may suspend the Advertiser’s access to the Adsù platform if any of the circumstances, which permit Adsù to do so, occur.
21.5.Following termination of this Agreement, Adsù has the right to redirect visitors promoting the Advertiser’s campaigns to whatever destination it sees fit.
21.6.The Advertiser may maintain Tracking Codes in place for a minimum of 30 (THIRTY) days following termination.
21.7.Any commission or Advertiser fees earned during the notice period will continue to be payable.
21.8.The Advertiser shall acquire no rights, following the termination of this Agreement, to use any intellectual property rights of Adsù (including, without limitation, domain names, any text, images, banners or any other works created by or on behalf of Adsù).
21.9.If at any point the Advertiser account balance goes into debt, Adsù reserves the right to place the account on hold or terminate it completely.
21.10.Other than as set out in this Agreement, neither party shall have any further obligation to the other under this Agreement after its termination.
21.11.Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
21.12.Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

NON-DISCLOSURE

22.1.The Advertiser or Adsù may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party.
22.2.The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.
22.3.The receiving party agrees not to disclose or dissipate the confidential information without prior express written consent from the other party in each instance.
22.4.The term ‘confidential information’ shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach of violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.

APPLICABLE LAW AND JURISDICTION

23.1.Adsù shall not be liable for the legality of the Adsù service in countries other than Hong Kong.
23.2.The Advertiser is solely responsible for the legality of the use of the service if the Advertiser is registered to the Adsù service from a country other than in Hong Kong or if the Advertiser’s website is on a server in a country other than Hong Kong.
23.3.This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong or the other jurisdiction as may be decided at Adsù’s discretion at the time of the dispute.
23.4.If any dispute arises out of this Agreement the parties will attempt to settle it by a mediation procedure as the parties may agree in writing.
23.5.The Advertiser's use of the Adsù platform is irrefutable acknowledgement by the Advertiser that they have read and agreed to each and every term and provision of this Agreement.
23.6.The Advertiser acknowledges that it is their sole legal responsibility to inform and enforce all geographically applicable laws relating to the sale, promotion and marketing of their products and/or services by Affiliates on the Adsù network.
23.7.Any such limitation and laws should be visible in the Advertiser-Affiliate Agreement for each relevant Campaign.
23.8.Adsù accepts no responsibility or liability (whether in contract, tort, negligence or otherwise) to repay any sums relating to the breach of the Advertiser-Affiliate Agreement by either parties, or for the failure of the Advertiser to properly research or implement said Agreement.

GENERAL

24.1.Adsù reserves the right to amend and update this Agreement at any time, by posting amended Terms and Conditions on the Adsù website, by notice or in an email or newsletter.
24.2.The Advertiser shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Adsù (such consent not to be unreasonably withheld or delayed).
24.3.Adsù may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. Adsù may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
24.4.Adsù may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which it is reasonably necessary to disclose for the purposes of the proposed assignment.
24.5.No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.