The following terms and conditions governs the placement and delivery of all and every advertising between the Advertiser(s) and Artillery Marketing Group AB, 559128-6413, hereinafter called ”Artillery Ads”, on the Artillery Ads website, hereinafter called ”the Website”.
Advertiser(s) creates and delivers all contents of the ad(s) required in agreed form and according to the Artillery Ads’s policies.
Advertiser(s) represents and warrants to Artillery Ads that none of the advertising provided contains:
(i) Any material that offers illegal products or services.
(ii) Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics.
(iii) “Spam”, malicious code, adware, spyware or drive-by download applications, that contains viruses or similar programs that might harm data or computer systems, mail fraud, pyramid schemes or investment opportunities or advice not permitted by law, or is otherwise inappropriate or unlawful.
(iv) Promotion of fake documents or copied material.
(v) Any unauthorized use of third party trademarks and/or creation of a likelihood of trademark(s) causing confusion regarding where the products or services originate from.
(vi) Content that is pornographic, illegal, racist, libelous, violent, racial intolerance, or advocacy against any individual, group, or organization, defamatory, hate speech, contrary to public policy or otherwise unlawful or promotion thereof.
(vii) Any material that contains children or minors in adult or sexual situations or consist of paraphilia activities.
(viii) Promotion or any attempt to profit from human suffering or tragedy.
(ix) Promotion of drugs, illegal substances or any related equipment.
(x) Sales or offers of certain weapons, alcohol, tobacco or any related equipment.
(xi) Any content that targets children (aged 18 and younger).
Furthermore the Advertiser(s) represents and warrants that:
(i) the Advertiser(s) has the right, title and interest in and to place ad(s) and all information provided is correct, complete and current.
(ii) The ad(s) and website(s) linked thereto complies with all applicable laws, statutes, ordinances and regulations and/or does not contain or promote links to another website that contains defamatory, abusive, violent, sexually explicit or illegal content or promotion thereof.
(iii) The Advertiser(s) will fulfill all and every representation and commitment made in the ad(s).
(v) The Advertiser(s) does not and will not engage in any fraudulent activity, including without limitation any fictitious downloads or installations, automated and/or fraudulent clicks, malware or violating any applicable law prohibiting “spam” or other electronic messages.
It is the sole discretion of Artillery Ads to position the ad(s). Artillery Ads reserves the right — for any reason at any time — to approve, edit or reject any ad(s), with or without notice to the Advertiser(s). If Artillery Ads fail to edit, cancel and reject an ad it is not to be construed as an acceptance thereof. If the ad(s) in Artillery Ads’s sole discretion violates any Artillery Ads policies the agreement can be terminated by Artillery Ads without prior notice.
Artillery Ads makes no guarantee, expressed or implied of any kind, regarding the level of impressions of, actions or views on any ad(s), the timing of delivery of such impressions, actions and/or views, and the relevancy of the commercial ad(s) shown. For the avoidance of doubt, Artillery Ads makes no guarantee that any commercial ad(s) will appear on any page of the website(s), and consequently there is no guarantee to generate any revenue for the Advertiser(s).
Under no circumstances will Artillery Ads be liable to the Advertiser(s) with respect to any subject matter of these terms and conditions under contract, tort – including negligence – strict liability or other legal or equitable theory, whether or not Artillery Ads has been advised of the possibility of such damage, for indirect, incidental, consequential, special or exemplary damages arising from any provision of these terms including but not limited to loss of revenue or anticipated profits or lost business. Artillery Ads will make reasonable commercial efforts to ensure that the relevant ad(s) are served to end users, but the Advertiser(s) understand and agrees that such process are affected by automated means and Artillery Ads is not responsible nor give any warranties or representations as to the outcome of such process, that it will be uninterrupted or will meet the Advertiser(s)’s needs. These limitations shall apply not-withstanding any failure of essential purpose.
The limitations survive termination or expiration of this Agreement for any reason.
Advertiser(s) is to make payments according to agreed terms and are due regardless of any third person payment to Advertiser(s). Failure to make any payment constitutes a material breach of contract and the right for Artillery Ads to immediately terminate the agreement between the parties. The Advertiser(s) is then responsible for all reasonable costs incurred by Artillery Ads to collect payment as well as an agreed interest rate of 12 % per annum.
All payments due are exclusive of taxes (including without limitation VAT), duties, levies, tariffs, and other governmental charges, for which payment the Advertiser(s) assumes complete and sole responsibility, as well as for any related interest and penalties resulting from any payments made hereunder.
Billing figures are solely based on Artillery Ads’s Ad Serving Platform measurements and statistics, unless otherwise agreed to in writing. Nothing in these terms may obligate Artillery Ads to do credit to any party. Advertiser(s) acknowledges and agrees that any credit card and related billing and payment information that Advertiser(s) provides to Artillery Ads may be shared with companies who work on Artillery Ads’s behalf, solely for the purposes of checking credit, effecting payment to Artillery Ads and servicing Advertiser(s)’s account. Artillery Ads reserves the right to withhold deposit or charge Advertiser(s)’s account due to any breach of this Agreement by Advertiser(s).
The Advertiser(s) agrees to keep this agreement and all of its terms, numbers and information confidential and not to disclose Artillery Ads’s confidential information without Artillery Ads’s prior written consent. Confidential information includes without limitation:
(i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation the Advertiser(s) learn, develops or obtains from Artillery Ads;
(ii) numbers and statistics provided to the Advertiser(s) by Artillery Ads; and
(iii) any other information designated in writing by Artillery Ads as “confidential” or any designation to the same effect.
Confidential information does not include information that has become publicly known through no breach by the Advertiser(s), or information that has been independently developed without access to any confidential information, or rightfully received by the Advertiser(s) from a third party, or required to be disclosed by law or by a governmental authority.
Confidentiality survives termination or expiration of this Agreement for any reason.
The Advertiser(s) agrees to indemnify, defend and hold Artillery Ads and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages court costs and attorney fees arising from any claims and legal actions, arbitration or other proceeding, whether or not involving a third party claim for libel, slander, copyright, and trademark violation as well as all other claims resulting from the ad(s), or otherwise arising from a relationship with Artillery Ads. The Advertiser(s) also agrees to indemnify Artillery Ads for any legal fees incurred by Artillery Ads, acting reasonably, in investigating or enforcing its rights under this Agreement.
Indemnification survives termination or expiration of this Agreement for any reason.
A non-exclusive, royalty-free, worldwide, transferable license, under all Advertiser’s rights, is hereby granted by the Advertiser(s) to Artillery Ads and Artillery Ads’s affiliates and partners to:
(i) use, perform, serve, place and display all ad(s) and materials delivered and
(ii) use all associated the Advertiser(s) intellectual property in connection therewith.
The Advertiser also agrees royalty-free that:
(i) Artillery Ads may include Advertiser’s name (including any trade name, trademark, service mark and logo) and any ad(s) provided hereunder on Artillery Ads’s advertisers list and in Artillery Ads’s marketing materials and sales presentations and
(ii) the Advertiser(s) provides Artillery Ads with the license to use the Advertiser(s) trade names, trade-marks, service marks and logo for the purpose hereof.
Artillery Ads is the sole owner of any and all intellectual property rights associated with the services herein. Artillery Ads retains all rights, title and interest, including any and all intellectual property rights in and to any materials created, developed or provided by Artillery Ads in relation to Advertiser(s)’s campaign. Artillery Ads reserves all rights not expressly granted herein.
Neither party may assign or transfer its rights under this Agreement without the prior written consent of the other party; provided that such consent is not required in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business.
Any notice permitted or required by this Agreement shall be in writing and transmitted by e-mail to the receiving party at the address provided. Any such notice will be deemed to have been received on the same business day if sent during normal business hours of the recipient, and otherwise on the recipient’s next business day.
No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and sent by e-mail by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
If either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes a so called force majeure event, such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance thirty (30) days after the force majeure event, the other party may terminate this Agreement upon written notice.
During the term of this Agreement, and any renewal thereof, and for one (1) year after termination for any reason of this Agreement, the Advertiser(s) agrees and warrants that the Advertiser(s) will not do business directly or indirectly with any Publisher listed on the Website, or directly or indirectly solicit or induce such Publisher to do business directly with the Advertiser(s). Such prohibition is a key consideration and inducement for Artillery Ads to enter into this Agreement with Advertiser(s), and to provide the services hereunder.
When in breach hereof, the Advertiser(s) is to pay a penalty equivalent to one year advertising.
Non-solicitation survives termination or expiration of this Agreement for any reason.
This Agreement enters into force upon signing by both parties.
Artillery Ads has the right, in its sole discretion, at any time immediately terminate this Agreement, or cancel any ad(s). Artillery Ads will make commercially reasonable efforts within a reasonable period of time to notify the Advertiser(s) via e-mail of any such termination or cancellation.
All rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement unless otherwise stated in this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.
This Agreement shall be governed by and interpreted in accordance with Swedish law and the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit the sole competence and jurisdiction to the Swedish courts, beginning with the district court of Stockholm.
Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of the Swedish law or Swedish courts, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.
This Agreement, including all applicable Attachments and addendums hereto, constitutes the entire agreement between the parties concerning the Service. It supersedes and governs, all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter.
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