TERMS AND CONDITIONS
1.GeneralCheckmyads.com, a division of zulu5 ltd, is basing its services on technology developed by zulu5 Ltd for the purpose of analysis and optimization of online marketing campaigns by third parties (hereinafter referred to as "Customer").
All agreed services and offers of checkmyads.com are exclusively based on the following general Terms and Conditions.
Checkmyads.com reserves the right to change these Terms and Conditions at any time subject to reasonable notice of at least six weeks. If the customer does not object within six weeks of publication, the amended Terms and Conditions shall be deemed accepted. When a timely objection by the customer against the revised Terms and Conditions is received, zulu5 is entitled, while respecting the legitimate interests of the customer, to terminate any existing contracts with the customer at the date on which the revision comes into force or to continue the contract on the basis of the terms and conditions valid till that point, thereby deviating from the new terms and conditions.
2. Subject matterA contract between zulu5 and the customer comes into force by purchasing a subscription service on checkmyads.com. By placing an order, these Terms and Conditions are accepted by the customer.
zulu5 has developed a system which allows users to see which ads have appeared on a webpage. This system is used to check webpages of categories such as porn, file sharing or other questionable environments. Checkmyads.com provides information gained from this review to the customer. The analysis is made available in the form of a report in the checkmyads.com front end or in pdf format. These reports contain, among others, the delivery and click chain of an advertising display, to the extent available. Depending on the agreed service, the customer gains insight on the ad impressions that can be assigned to it and / or additional information about ad impressions of third parties.
Currently the service screens ad campaigns out of following countries: England, France, Germany, Austria, Switzerland, Poland, Slovakia, Czech Republic, Romania and Italy.
Zulu5 grants the customer a non-exclusive use of the checkmyads.com system and non-exclusive right of the transmitted data and reports.
Zulu5 warrants for no completeness or correctness of the list of examined websites nor the analysis of the same. The produced reports and alerts are recommendations of zulu5, based on random analysis of online advertising in the internet.
Due to the nature and the use of online marketing zulu5 takes no warranties or guarantees for whether, how, how often or in what contexts the advertising of the client is found.
zulu5 has the right to discontinue free of charge services at any time without notice of reason.
zulu5 reserves the right to change or expand their service as deemed necessary and to implement technical improvements for that purpose.
3. RemunerationThe customer pays the zulu5 services upfront either as subscription on a monthly basis or as one-time credit volume purchase. The base subscription on checkmyads.com is free of charge.
All prices show applicable VAT separately.
If the customer's upfront payment obligations are not met or if he stops payments or if zulu5 becomes aware of other circumstances that put the creditworthiness of the customer in question, zulu5 will downgrade the account to the free base subscription.
4. Term and TerminationFlat rate packages are renewed monthly until cancelled by the customer. Volume packages are valid for 2 months from payment date.
The notice of termination by the customer requires either a notice in the contact form or status change in the account information on checkmyads.com.
5. LiabilityThe customer is aware that it is not possible with the present means of technology to create software to work without fault in all applications and combinations.
Zulu5 commits itself, as part of its service, to comply with all applicable laws, including but not limited to those of the data protection law, competition law (including UWG, GWB, TMG) and intellectual property rights (including copyright - and trademark law).
Zulu5 is not liable for damages resulting from insufficient or erroneous management or interpretation of information by the customer.
Moreover, liability for accuracy, completeness or reliability of information transmitted or data accessed is excluded and zulu5 therefore is not liable for damages caused to the customer by the use or non-use of information provided to the customer.
Zulu5 is solely liable for damages caused by gross negligence or willful misconduct of zulu5 or one of its auxiliaries.
Insofar liability of zulu5 is excluded or limited, this also applies to the personal liability of staff, employees, representatives and agents of zulu5.
6. ConfidentialityZulu5 is committed to treating all data received from the customer in the form of personal information via checkmyads.com ("Confidential Information") strictly confidential.
The term Confidential Information does not include any information that:
- are generated by the zulu5 system
- are generally accessible at the time of their release in the public domain
- had already lawfully and without confidentiality obligation or a breach of this Agreement been in possession by zulu5 before having received the confidential information from the customer;
- zulu5 has received by a third party who is entitled to disclose such information without restriction;
- must be disclosed pursuant to statutory, legal or regulatory obligation and / or arrangement; or
- which was exempted of the Confidential Information by the customer to the receiving party.
If in doubt of the confidential character of information given to zulu5, zulu5 is obliged to align with the customer in writing prior to the use of such information. A communication by electronic means satisfies the writing requirement.
Zulu5 agrees to use and communicate to third parties Confidential Information gained through business relationships only to the extent required in the business relationship and provided former written approval of the customer has been received and applicable statutory provisions (in particular related to data protection) are met.
Zulu5 commits to take precautions to prevent access to Confidential Information by unauthorized party.
Passing on Confidential Information is no transfer or grant of rights to the Confidential Information in favor of zulu5.
Zulu5 is not entitled to use Confidential Information for self-promotion or self-presentation. Zulu5 is entitled, however, to address third party advertising companies and draw attention to services and products offered by zulu5, even if such third parties are in legal or business relationship with the customer.
This agreement also applies in the case of a separate agreement and is valid beyond the date of termination of the business relationship.
7. Rights of useThe data provided in the context of the analysis in the form of reports are defined as databases under the Copyright Act and are therefore protected by copyright. With the provision of data to the customer via checkmyads.com, zulu5 transfers a right of use to the customer for the purpose of visibility and control of services provided by zulu5 to fulfill its contractual obligations. Alerts are being kept in the checkmyads.com system for 2 months.
Any additional usage rights are not transferred. In particular, it is prohibited for the customer to pass on data to third parties without the consent of zulu5, unless such disclosure has been agreed in individual contracts or results from the purpose of the assignment for the provision of services by zulu5.
It is also prohibited to store data made available permanently by inserting it into other databases, as well as utilizing the data for the economic or non-economic interests of the client, where such use runs counter to the business interests of zulu5 unless zulu5 has approved such use in writing.
The use of the name, logos, etc. of checkmyads.com or zulu5 is allowed only to the extent granted by individual contract and therein agreed scope.
The customer must ensure that the statements made to third parties on the nature and extent of use of the products of zulu5, the name, logo, etc. of checkmyads.com and zulu5 are in accordance with the facts and that proof of such can be provided.
8. Final provisionsIf individual provisions are or become void, invalid or contestable, they are to be interpreted or supplemented so that the intended economic purpose is achieved as closely as possible in a legally permissible manner; the remaining provisions shall remain unaffected. The same applies for gaps requiring supplementation.
These Terms and Conditions and the contracts resulting thereof are governed by Swiss law.
Place of jurisdiction for all disputes is Horgen, Switzerland.
Contractual deviations to these Terms and Conditions shall not be effective unless in writing. This also applies to the waiver of the written form requirement.
Date: November 2015