Adscale Media Terms of Service

General Terms & Conditions
We are Adscale Media OÜ. We’re a company registered in Estonia with registry code 16381406 whose registered address is at Sepapaja 6, Tallinn 15551, Estonia.

When you use Adscale Media, you agree to all the rules in this document. Some of them must be expressed in legal language, but we've done our best to offer you clear and simple explanations of what everything means. These summaries, for the record, are not official legal terms.

By using our subscription (the "Subscription"), as well as our ancillary sales, (the "Services") offered by Adscale Media OÜ (together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers and directors - collectively, "Adscale Media", "we" or "us"), you agree to these legally binding rules (the "Terms"). You also agree to our privacy policy, our cookie policy, and acknowledge that you are responsible for compliance with all applicable local laws.

We may change these Terms from time to time. If we do, we will notify you of any material changes, either by notifying you on Slack or by sending you an email. New versions of the Terms will never apply retroactively - we will tell you exactly when they take effect. If you continue to use Adscale Media after a change, it means that you accept the new terms.

1. Interpretations and Definitions
These conditions are governed by the laws of Estonia.

1.1. In the interpretation of These conditions
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Parties must perform their obligations on the dates and times fixed by reference to the capital city of Tallinn.
- Reference to an amount of money is a reference to the amount in the lawful currency of the Euro (EUR).
- If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in Estonia, then it must be done on the next business day.
- References to a party are intended to bind their executors, administrators and permitted transferees, and
- Obligations under these conditions affecting more than one party bind them jointly and each of them severally.

1.2. Definitions in these conditions
- Adspend
means your budget for Meta ads, TikTok ads, Snapchat ads and Google ads.
- Advertising Purposes means any use of Adscale Media’s Team for advertising, marketing, or any other activities which promote the products and services of you.
- Fee means the amount calculated in accordance with Clause 2.
- Offensive Material means any material which could cause serious harm to the business of Adscale Media including but not limited to references to gambling, sex, alcohol, drugs, defamatory remarks, socially inconsiderate remarks, and any other material content which Social Media’s policies refer to as Prohibited Content or Restricted Content.
- Social Media means commonly used social media platforms including but not limited to Instagram, Meta, Tiktok, Snapchat, LinkedIn and Twitter.

1.3 The Subscription
Adscale Media offers a paid subscription. Your paid subscription will renew at the end of each billing cycle, unless you cancel the renewal by contacting our customer support team via Slack.

We provide solutions for affiliate marketers, e-commerce and web automation professionals to optimize their advertising campaigns online. It eliminates the need for multiple computers, virtual machines, or portable browsers and produces a new digital identity in only two clicks, leaving the rest to the automated systems. Our service also includes:

- Dedicated team of specialists to assist and support the Client’s Activities; 
- Understanding of set business objectives and appropriate consultancy in the setting of communication and media objectives for individual campaigns; 
- Suggestions for optimization and improvements; 
- Data scraping to build audience insights.

The package includes:

Programmatic Ads and DSP
We offer programmatic display ads, this consists in publishing advertising banners on websites not hosted on social network platforms but on other servers. We benefits from a diverse inventory:

- Search
- Gaming platform (King, Gameloft, Ubisoft)
- Video (CNN, FOX, SKY, CBS)
- Audio (Soundcloud, Spotify)
- CTV./OTT (Bloomberg, NBC, RTL)
- DOOH

Media Buying
We take care of the entire management of advertising campaigns as well as video editing.

- Strategy planning
- Infrastructure setup if required}
- Pixel tracking via Google Tag Manager
- Access asset through Google drive
- Creative edition
- Audience creation
- Launch and campaign management
- Campaign optimisation (scaling, bid strategy, automation)
- Reporting KPIs (weekly or monthly)

To open a Adscale Media account, you must be 18 years of age or older. You are responsible for your account and all activity on it.

You may browse the Adscale Media Services after receiving your account name and password from one of our agents. In this case, the information you provide must be accurate and complete. Do not use an invalid email or someone else's email, as this will decrease the security of your account.

You are responsible for all activity on your account and for keeping your password confidential. If you discover that someone has used your account without your permission, you must report it to us on the platform.

2. Access to Sessions and Fees
In consideration of you paying Adscale Media, the Fees are calculated below. Adscale Media agrees to provide you traffic sources for Advertising Purposes.

The Fee is calculated as:

- the proposed Adspend by you, plus
- the Rate multiplied by the proposed Adspend in accordance with the table below:




This fee is calculated and paid each time you add funds to your advertising account to cover the media buying services provided by Adscale Media.

Adscale Media shall be entitled to invoice you with The Subscription in any given 30 day interval.

3. Your Warranties
At all material times, you must:

1. Ensure only authorized personnel are given access to our Team media buying support.
2. Will only run ads that have been approved by Adscale Media.
3. Every major change will be reported by you to Adscale Media prior to publishing.
- Major changes include, but are not limited to activities such as switching the advertised product or service, increasing the ad-spend more than 10 fold from one day to another.
- For the avoidance of doubts, testing and optimizing approved ads does not constitute a major change.
4. Not post any Offensive Material or any other material sent to our Media buyer Team which would discredit and negatively impact the reputation of the business; This also includes spam. We define spam as.
- Repeating the same comment on posts or pages
- Getting fake likes, follows, shares or video views
- Coordinating likes, shares & comments to mislead others about the popularity of a post or product
- Others deemed Spammy practices at Adscale Media’s discretion.

5. Not take any action that infringes or violates the rights of others, breaks the law, or violates any contract or legal obligation he has to anyone.
6. Not distribute unsolicited or unauthorized advertising or promotional materials, junk mail, spam or chain letters.
7. Not use mailing lists, listservs or any other type of automatic response or spam on or through the Services.
8. Not distribute software or other viruses (codes, movies, programs) designed to interfere with the proper functioning of any software, hardware or equipment on the Services (whether owned by Adscale Media or another party).
9. Not try to interfere with the proper functioning of the services.
10. Not circumvent any of the measures we have in place to secure the services.
11. Not attempt to damage or gain unauthorized access to any system, data, password or other information, whether belonging to Adscale Media or another party.
12. Not disassemble or reverse engineer any aspect of the Services in order to gain access to items such as source code, underlying ideas or algorithms.

4. Intellectual Property

-
For the purpose of this clause, Intellectual Property includes all discoveries and intellectual property rights (including, without limitation, all copyright, designs, trademarks and patents) of any nature in any inventions, designs, works, computer programs, processes created, developed or generated by either party.
- Each party owns the rights to their own Intellectual Property and nothing herein assigns or transfers the parties right to their own Intellectual Property to one another.
- Any Intellectual Property created by Adscale Media for the purpose of any provisions of services to you remains the property of Adscale Media, and
- In specific cases for the use of Testimonial videos made by Users, Adscale Media reserves the right to use the aforementioned videos as marketing material. Testimonial videos can be recorded with a written confirmation sent by you before or posteriori.
- All your results will be held confidential but the data itself without mention of any specific names or images.

5. Confidentiality
The parties covenant on behalf of themselves and their financial, legal and other advisors that they will keep confidential and not divulge either directly or indirectly to any person, any information relating to the business, processes, systems or affairs of the other party which is of a confidential nature or which is not otherwise in the public domain, including these terms and conditions, save to the extent that the disclosure may be required by statute or may reasonably be required for the purpose of enabling the parties to fulfil their respective obligations or as may otherwise be required by law. This clause shall have force after the termination you usage.

5.1 Deleting your account
You may delete your account at any time. Deleting your account will remove all of your data, pages and ad campaigns created.You may terminate your account at any time. All provisions of this Agreement survive the termination of an account. All data created in your account, including our Team contact requests, your settings, open tabs and settings.

6. Termination
-
Adscale Media may terminate the usage of the services by you if there is any breach of Clause 3 of these terms and conditions on a 12-hour notice.
- Both parties may cancel and/or terminate their arrangement with 1 month written notice to the other party without cause.
- Upon termination of the service, Adscale Media shall be entitled to retain the Fee.
- Should you perform any actions without prior consent from Adscale Media that go against these terms and conditions or against the latest version of Advertising Platforms policies, which concludes in the Ad account being correctly banned. Your remaining balance will be forfeited. Adscale Media reserves the right to exercise any additional remedies which Adscale Media is entitled to in accordance with the law and these T&C’s. This measure is to ensure compliance with Advertising Platforms policies and the terms and conditions.

7. Dispute resolution
We are located in Tallinn, Estonia, and any dispute with us must be handled in Tallinn under Estonian law.

At Adscale Media, we encourage you to contact us if you have a problem, before resorting to the courts. In the unfortunate event that legal action is taken, these Terms (and any other rules, policies or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the Estonia, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods.

You agree that Adscale Media and its services that does not give rise to any jurisdiction over Adscale Media or its parents, subsidiaries, affiliates, assignees, employees, agents, directors, officers or shareholders, whether specific or general, in any jurisdiction other than Estonia. You agree that any action at law or in equity arising out of or relating to these Terms, or your use or non-use of Adscale Media, shall be filed only in the state courts located in Tallinn, Estonia, and you hereby consent to submit to the personal jurisdiction of such courts for the purposes of any such action. You hereby irrevocably waive any right you may have to a jury trial in any such litigation, action or proceeding.

7.1 Refunds
Adscale Media is a non-refundable solution. We can apply a discount on the next renewal in case of low session usage and we can delay the renewal date by several days.

8. Our Rights
To operate, we must be able to maintain control over what happens on our Services. Therefore, in this section, we reserve the right to make decisions to protect the health and integrity of our system. We do not take these powers lightly, and we only use them when absolutely necessary.

Adscale Media reserves these rights:

- We may make changes to the Adscale Media Services without notice or liability.
- We have the right to decide who is eligible to use Adscale Media. We may cancel accounts or refuse to offer our services. (Especially if you abuse it.) We may change our eligibility criteria at any time. If these things are against the law where you live, then we will remove your right to use Adscale Media in that jurisdiction.

Adscale Media is not responsible for any damages resulting from these actions, and we reserve the right not to comment on these actions.

9. Relationship of the parties
The parties acknowledge that these terms and conditions are intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, Adscale Media and agent or the relationship of partnership.

10. Counterparts
These terms and conditions may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument. The date of the agreement will be the date on which you sign up on your account and accept these terms and conditions.
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