In this Agreement, unless the context otherwise requires:
“Products or Services ” means all or any and not limited to providing general and personalised website content, website hosting services, communication tools, mobile applications through adNetwork.ie.;
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting service and identified in the applicable billing statement , Order form or Statement of Work as the customer;
“The User” means you, your employees, representatives, consultants, contractors or agents who are authorised to use the subscription service for your benefit and have unique user identifications and passwords for the subscription service;
“We” or “us” or “ours” means; Zadar Ltd.
“Agreement” means, these terms and conditions;
“Third Party Sites” means; any website which is not owned and or controlled by Zadar Ltd.
“Intellectual Property” means any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting in the Territory in respect of the Products or Services and applications for any of the Company;
“adNetwork.ie Content ” means all data, text, images, software, sounds, videos, photographs, tags and similar that we incorporate into adNetwork.ie;
“The Site”: means adNetwork.ie and any affiliate websites.
2.1 You are responsible for all texts, graphics, video material, audio material, audio visual material, scripts, software and files that you provide to us for uploading or safe-keeping in connection with the use of our services.
2.2 Zadar Ltd. is not legally responsible for any or all of your content.
2.3 You grant to Zadar Ltd. a worldwide, irrevocable, non-exclusive, royalty free licence to use, store, change, adapt, publish and distribute your content in regard to your website. You represent and warrant that you obtain all rights to establish such a license.
2.4 You grant to Zadar Ltd. a worldwide, irrevocable, non-exclusive, royalty free licence to use, store, change, adapt, publish and distribute any comments or feedback which you provide to us.
2.5 From time to time we will require login usernames and passwords for accounts you hold with third parties. On providing this information or providing us with access to third party accounts it is held that you have all legal rights to give us such access.
2.6 On agreeing to the terms of this agreement you certify that you are at least 18 years old.
2.7 Any services or materials which are provided to you will not be used for any unlawful activity.
2.8 You will not use the services and adNetwork.ie content that Zadar Ltd. provide you to impersonate another individual or that Zadar Ltd. have endorsed you without without Zadar Ltd. providing you authority to do so.
2.9 You will not upload any computer viruses or computer code which will, in any way, affect the ability of Zadar Ltd., or any other user, to use the service.
2.10 You must at all times access services through manual means. Any use of automated or non-manual methods of access is prohibited.
2.11 You must provide us with a valid email address and that any contact details which you provide to Zadar Ltd. is truthful and accurate.
2.12 You must at all times adhere to upload limits of 100mb (inclusive off all digital and audio files). Any site created which has more than 100 navigation pages is strictly prohibited.
2.13 You may not distribute any messages whilst using the Zadar Ltd. service without an accurate identification of the sender or origin of the messages or postings.
2.14 You will not attempt to share your account access information with any other person and will only access Zadar Ltd. services through approved Zadar Ltd. platforms.
2.15 You agree not to publish or provide links to any illegal, lewd, sexual explicit, violent, pornographic, untrue, false, inaccurate or misleading content on your website which may cause annoyance, inconvenience or needless anxiety to any person or may be seen to reasonably cause harm to another person.
2.16 You will not upload material that is considered spam by Zadar Ltd. and any uploads which contain unethical or advertisement content which is specifically designed to increase traffic flow to third party sites or to increase search engine rankings of third party sites is prohibited.
2.17 Zadar Ltd. has the sole right to determine whether or not any user, account or website is in violation of any term or condition contained in this agreement. Zadar Ltd. has the sole right to track and to store information on any user which Zadar Ltd. identifies as being in breach of the agreement. Zadar Ltd. has the right to restrict or cancel any account that Zadar Ltd. determines is being used for fraudulent and illegal purposes.
2.18 The user will be responsible for all content on their website. Zadar Ltd. will not be held legally responsible for any content which is not accurate.
2.19 It is the responsibility of the user to maintain records, documents and content that are sent by you.
2.20 All terms, conditions and/or privacy policies displayed on your website are your responsibility.
2.21 You must ensure that your hosted site designate Zadar Ltd. a third party beneficiary and such terms must include IP, limitation of liability, limitations of remedy, disclaimer of warranty and full indemnification provisions for the benefit of Zadar Ltd. and which must be as favourable to Zadar Ltd. as included n this agreement.
2.22 You must indemnify Zadar Ltd. and fully protect Zadar Ltd., its licensors agents, affiliates and subsidiaries against any loss, claim, damages, expenses or cost arising from or in connection with interaction with or reliance upon your host site.
3.2 You may not offer, display or sell any illegal products or services which have the potential to be counterfeit, stolen or fraudulent.
3.3 You may not offer, display or sell any products or services which have the potential to infringe IP rights of another.
3.4 Zadar Ltd. may prevent the selling of a good or service if they determine that it offensive or unreasonable.
3.5 You may not offer, display or sell any product or service which may infringe the privacy of another or may be defamatory.
3.6 Permission must be obtained when using any images or names of third parties, for selling, displaying or offering goods or services.
3.7 Any content, goods or services may be removed which is in direct violation of this agreement.
4.1 You may accept an adNetwork.ie plan which will form a contract agreement with Zadar Ltd.
4.2 You may at any time upgrade or downgrade your existing plan in your adNetwork.ie contract term. If you select to downgrade, the monetary difference in cost of the two plans will be applied as a discount credit on your next annual invoice.
4.3 Your adNetwork.ie contract with Zadar Ltd. will renew automatically at the end of your original contract. If you wish to cancel the automatic renewal you must do so by email to info@adNetwork.ie within 30 days prior to the end of your contract term. If cancellation of a renewal is carried out by any means other than by email, 60 days prior notice must be given.
4.4 Any services or support provided by Zadar Ltd. and its partners are done so for the fee outlined for each service on the Zadar Ltd. website and you are liable for the payment of such fees. Any free services or services that do not contain a fee will be outlined clearly to the user.
4.5 If offered, you may accept a free 14 day trial period with Zadar Ltd. You must purchase the services of Zadar Ltd. within the 14 day trial period in order to retain any content or data uploaded to your website during the trial period.
4.6 In the event that you purchase the services of Zadar Ltd. you expressly authorise Zadar Ltd. or our third party service provider to hold your credit / debit card payment details.
4.7 You expressly authorise that Zadar Ltd. or our third party service provider may charge you for the applicable annual fee for any service billed on an annual or monthly basis, or, on any services you may have purchased or on any applicable taxes relating to the use of services directly to the payment card you supplied or to compensate for all or any collection costs and interest incurred for any overdue amounts.
4.8 If at any stage during your contract term the payment card which you provided expires, you give authorisation to Zadar Ltd. to continue billing you and you agree to be responsible for all sums owed in uncollected fees.
4.9 Zadar Ltd. is not responsible for any taxes or fees due in connection with commercial products. You agree to ensure that all taxes are paid in connection with the sale or purchase of commercial products.
4.10 All prices listed on The Site are inclusive of Vaue Added Tax (VAT).
5.1 ‘You’ will comply promptly and fully notify Zadar Ltd. of any actual, threatened or suspected infringement in any Intellectual Property of Zadar Ltd. which comes to the your notice.
5.2 Nothing in this Agreement will give ‘you’ any rights in respect of any trade names or trade marks used by Zadar Ltd. in relation to the Products or Services or of the goodwill associated therewith, and ‘you’ hereby acknowledges that, except as expressly provided in this Agreement, ‘you’ will not acquire any rights in respect thereof and that all such rights and goodwill are, and will remain, vested in Zadar Ltd.
5.3 ‘You’ will not use in the Territory any trade marks or trade names so resembling the trade marks or trade names of Zadar Ltd. as to be likely to cause confusion or deception.
5.4 ‘You’ will, at the expense of Zadar Ltd., take all such steps as Zadar Ltd. may reasonably require to assist Zadar Ltd. in maintaining the validity and enforceability of the Intellectual Property of Zadar Ltd. during the continuance of this Agreement.
5.5 Without prejudice to ‘your’ rights or the rights of any third party to challenge the validity of any Intellectual Property of Zadar Ltd., ‘you’ will not do or authorise any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property of Zadar Ltd. and will not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
6.1 Services provided by Zadar Ltd. may be terminated, without cause, at any time.
6.2 Your contract with Zadar Ltd. may be cancelled by following the procedure set out in 4.3.
6.3 If you fail to carry out the terms and conditions of this agreement or fail to enforce any of the intellectual property protections set in place, Zadar Ltd. may terminate any services provided.
6.4 In the event of termination of services provided to you, Zadar Ltd. has the right to delete any data information and files stored on your account.
6.5 Zadar Ltd. reserve the right to alter, replace, deny or temporarily suspend services provided to the user.
6.6 Zadar Ltd. reserves the right to modify prices for the entire service to you at Zadar Ltd.’s sole discretion. These changes will commence once Zadar Ltd. have posted these changes on the site or by direct notification to you.
6.7 Zadar Ltd. reserves the right to delete or remove any content forming part or the entirety of your account with or without notice. Zadar Ltd. is not required to hold or provide copies of any content that you or your users generate or create when using the service.
7.1 Links to third party (Third Party Sites) websites may be accessed on the site. When entering these third party sites Zadar Ltd. is not responsible for any content or activity of these third party sites and are not responsible for any services they may provide.
7.2 Zadar Ltd. is not responsible for any damage or loss incurred resulting from your use of any third party sites and or services not withstanding that you were directed to the third party site from the site.
7.3 It is the sole responsibility of the user to be aware and or to comply with any terms and conditions of a third party site.
7.4 Any link or reference provided on the site to a third party site is not an endorsement of that site, content or any terms and conditions that may be applicable on the third party site.
8.1 Zadar Ltd. warrants that it will have the right to sell the products or services to you at the time at which title to the products or services is to pass to you, and further warrants that the products and services will be fit for such purposes as may be specifically notified in writing by Zadar Ltd. to you.
8.2 All other warranties, conditions or terms relating to the products or services (other than those provided for in Section 12 of the Sale of Goods Act 1893), whether implied by statute or common law or otherwise, are excluded.
9.1 The information contained in 'The Site' is for information purposes only and, although we have made every effort to ensure the correctness of the information contained herein, the information available through the Website is provided "as is" and "as available" and without warranties or conditions of any kind either express or implied (including without limitation, the accuracy, completeness or merchantability, quality or fitness for any particular purpose). We do not warrant or represent that the use or the results of the use of the Products available through the Website or from third parties will be correct, accurate timely, reliable or otherwise. We accept no liability in relation to any of the above other than as may be provided for under your statutory rights. Our liability in connection with any Product is strictly limited to the Price of that Product. Nothing in this paragraph will affect your statutory rights as a consumer.
10.1 We shall not be liable for any failure to perform any of our obligations under these terms and conditions which is caused by circumstances beyond our reasonable control including but not limited to any Force Majeure incident.
10.4 In the event of any problems with the site and or the services provided, you agree that your exclusive and sole remedy is to cease using the site, services and content. You agree that Zadar Ltd., its affiliates and or licensors are not responsible or liable for your use of the site and services.
11.1 You agree to fully indemnify Zadar Ltd. and its officers, directors, employees and subsidiaries and assigns from all or any liability, loss, claim, damages expenses or costs made against the indemnified parties in regard to any claim arising from or directly associated with your use of our services, or anyone using your account, your content or any products you offer on the site. This indemnity includes any direct breach or violation of any part of this agreement by you or anyone who is using your account. You agree to fully assist at your expense as reasonably required by an indemnified party. Any indemnified party may take control of any issue for which it is indemnified hereunder. You have no authority to settle any matter which includes an indemnified party without the direct consent of the concerned indemnified party.
12.1 We reserve the right to change and update the Terms of the Website from time to time and recommend that you revisit this page regularly to keep informed of the current Terms that apply to your use of the Website. By continuing to access, browse and use the Website, you will be deemed to have agreed to any changes or updates to the Terms.
13.1 All Contracts, in respect of, or in relation to, or in connection with, the products, services and any non-contractual obligations arising out of or in connection with any such Contracts are governed by and shall be construed in accordance with the laws of Ireland. For the benefit of us, you hereby agree that the courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the products and services or their sale to and purchase by you and, for such purposes, you irrevocably submit to the jurisdiction of the courts of Ireland.
14.1 An "ad" or "ad view" or "ad impression" can be defined as single ad impression on a participating adNetwork.ie website.
14.2 In respect of free ads offered by adNetwork.ie and Zadar Ltd on participating websites, the number of ads offered is the maximum number of free ads, including monthly and bonus referral ads, you may receive per month.
14.3 Your specific monthly free ad volume varies depending on the ad randomiser, the total number of participating websites and the total number of ad views in the network that month.
14.4 Ad randomiser: Free ads shown on participating adNetwork.ie websites, are chosen at random, from active participating clients.
14.5 Referral bonus ads are offered on a monthly basis while referred accounts have an active status and whos accounts are paid up to date. For current bonus ad volume per referral, see pricing table on the home page.
14.6 Ad bonus volumes may change at any time in respect of past and future referrals and will be reflected in the pricing table on the home page.
14.7 You may receive more or less free ads per month than your maximum monthly limit.
14.8 Additional ads are available to purchase from Zadar Ltd in batches of 1,000.
14.9 Purchased ads will be shown after the maximum free ad limit has been reached for the month purchased.
14.10 By joining the adNetwork.ie platform, you agree to an ad space (728px x 90px or 300px x 150px on mobile) being allocated on your website, to display reciprocal adNetwork.ie member website ads. You may request a change to the design of your ad by email email@example.com.
15.1 Website statistics are provided by Smarterstats.
15.2 Efforts are made to remove bots/robots/spiders from website statistics but this is not guaranteed.
15.3 A bot/robot/spider/web crawler is an Internet bot that systematically browses the World Wide Web, typically for the purpose of Web indexing (web spidering). Web search engines and some other sites use Web crawling or spidering software to update their web content or indices of others sites' web content. Web crawlers copy pages for processing by a search engine which indexes the downloaded pages so users can search more efficiently. Crawlers consume resources on visited systems and often visit sites without approval. Issues of schedule, load, and "politeness" come into play when large collections of pages are accessed. Mechanisms exist for public sites not wishing to be crawled to make this known to the crawling agent. For instance, including a robots.txt file can request bots to index only parts of a website, or nothing at all. The adNetwork.ie platform uses robots.txt files to communicate with bots.
15.4 Ad view and Ad click statistics may include bot/robot/spider interactions. For more accurate ad statistics, we recommend using Google Analytics. Email info@adNetwork.ie to request integrating Google Analytics into your website.
Last Updated on 10th May 2018.
Zadar Ltd., 117-126 Sheriff St. Upr., Dublin 1, Ireland.