PUBLIC OFFER FOR PARTICIPATION IN THE TECHNOLOGICAL PLATFORM UNGADS

PLEASE READ THESE TERMS OF SERVICE («TERMS» OR THE «OFFER») CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE.

These Terms incorporate the UngAds Privacy Policy, Cookies Policy as well as any other policies published on the Website, so by accepting these Terms, you agree with and accept all the policies published on the Website.

References in these Terms to «you» or «your» are to the person/entity who accepts these Terms and agrees to create Accounts and use the Services as set out in and under these Terms. You and UngAds shall together be referred to as the «Parties» and references to a «Party» shall be to the relevant one of them as the context requires.

TERMS AND DEFINITIONS
The following words and expressions used in these Terms shall have the following meaning, unless they are inconsistent with the context:
1. ACCOUNT means an account created by a Publisher on the Platform in order to use the Publisher’s Services.
2. ACCEPTOR means a natural or legal person, who has provided the acceptance (accepted the Offer), and undertakes to comply with the Offer.
3. ADVERTISER means a natural or legal person providing the Publishers the right to advertise their products and/or services through advertising resources in information and telecommunication network called Internet and forming the advertising campaign on the Platform.
4. ADVERTISER’S WEBSITE means the website that a web user is re-directed to after interaction with Advertising Material Implemented on a Publisher’s Website.
5. ADVERTISING MATERIAL means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, banners, text ads, landing pages, video ads, sites, pop-ups and pop-unders created by an Advertiser and any other advertising materials containing a hyperlink, which when Implemented in a Publisher’s Website and clicked on by a web user, send the web user to the Advertiser’s Website.
6. APPLICABLE LAW means Latvian law or regulation or any other laws, rules or regulations of other territories or jurisdictions (as the case may be) and as may be amended from time to time.
7. BUSINESS DAY means a day (other than a Saturday, Sunday or public holiday) where banks in Latvia are open for business.
8. CHARGES means the sums payable for the Publisher’s Services, as set out in Clause 9.3. of the Terms.
9. CONFIDENTIAL INFORMATION means the terms of this Offer, all matters relating or connected to its performance and all information or data of a Party, which is disclosed or otherwise comes into the other Party’s knowledge or possession directly or indirectly as a result of this Offer and being of a confidential nature.
10. DASHBOARD means the information management tool that visually tracks, analysis and displays key performance indicators, such as but not limited to the number of advertising impressions, clicks and actions, which is available to Publishers on the Platform.
11. FEES means fees which UngAds collects from Advertisers and which calculation is set out in Clause 11.2. of the Terms.
12. IMPLEMENTATION means incorporation or integration of the Advertising Materials into the Publisher’s Website which enables web users to view Advertising Materials or access any of the Advertiser’s Websites by clicking on the relevant Advertising Material as incorporated into the Publisher’s Website and «Implement», «Implementing» and «Implemented» shall be construed accordingly.
13. IMPRESSIONS means the impressions of ads of the Advertisers on the Publisher’s websites, quantity, cost and other parameters which are set by the Advertiser on the Platform.
14. INAPPROPRIATE CONTENT means, but is not limited to, content which promotes violence, promotes discrimination, promotes illegal activities, aimed at political ends, both party political advertising and political advocacy by non-partisan groups, infringes the Intellectual Property Rights of any person, involves malware, viruses or fishing offers or violates advertising regulations or rules of conduct, such as, but not limited to, advertising for or in connection with medicinal products for the purpose of the treatment, prevention or diagnosis of any disease.
15. INTELLECTUAL PROPERTY RIGHTS means: (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related good will, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and Confidential Information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world.
16. OFFER or TERMS is this document – public offer for participation in the technological Platform of UngAds – addressed to an indefinite circle of persons.
17. OFFEROR or UNGADS means UngAds SIA, registration No. 50103959831 with the registered address at Latvia, Riga, Krasta iela 103, LV-1019, represented by the General Director Alexander Krylov, acting on the basis of the decision of the participants from 09 / 17-01.
18. PAID ACTION means an action for the Implementation of which, under the Offer, the Advertiser undertakes to make payment to the Publisher. Such action may be: purchase of goods, order and/or purchase of services, registration, mailing subscription, sending an email address and etc. made by the web user as a result of the visit the Advertiser's website through the Advertiser's advertising tool placed on the Publisher's website.
19. PLATFORM means the platform on the Website, created and managed by UngAds, which provides opportunity of preparing and structuring advertising offers of Advertisers on the one hand, and providing an opportunity for Publishers to choose suitable advertising offers and provide advertising and information services on a reimbursable basis on the other hand. UngAds does not provide advertising services, but only a technological platform between Advertisers and Publishers. Meanwhile Publishers and Advertisers independently communicate and make deals without the participation of UngAds.
20. PUBLISHER means a natural or legal person, who has the skills and technical means to advertise goods and/or services in the information and telecommunications network called Internet, interested in the Implementation of the advertising offers proposed by the Advertisers. Publishers provide advertising and information services to the Advertisers.
21. PUBLISHER’S WEBSITES means the web sites or applications, which are owned or operated by a Publisher or are contractually part of a Publisher’s syndication network in order to Implement Advertising Materials.
22. REVENUE SHARE means the percentage (%) of Fees less UngAds commissions, as determined by UngAds from time to time.
23. PUBLISHER’S SERVICES means the services provided by the Publisher’s, which include the following: i) distributing Advertising Material on Publisher’s Website; and ii) any other services which are incidental to the above services.
24. SOURCE CODES means UngAds source codes required to allow Implementation.
25. UNGADS AD TAG means the piece of HTML or JavaScript code that is inserted into the Source Code that is designed to display or activate the Advertising Material on a Publisher’s Website.
26. UNGADS SERVICES means the services provided by UngAds, which include the following: i) possibility to use the Platform, created and managed by UngAds; and ii) any other services which are incidental to the above services.
27. WEBSITE means the domain of https://ungads.com or such other domains as UngAds may determine from time to time to provide the services by using the Platform.
  In these Terms unless otherwise specified:
  - References to Clauses are to Clauses of these Terms;
  - Reference to a Sub-Clause is to a Sub-Clause of the Clause in which such reference appears, to a Paragraph is to a Paragraph of the Sub-Clause in which such reference appears and to a Sub-Paragraph is to a Sub-Paragraph of the Paragraph in which such reference appears;
  - Reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, or re-enacted after the date of these Terms;
  - References to writing shall include any models of reproducing words in a legible and non-transitory form;
  - References to the plural or singular shall be interchangeable as circumstances require;
  - Headings are for convenience only and do not affect the interpretation of these Terms.
SUBJECT OF THE TERMS
1. The Offeror provides to the use of Advertisers and webmasters services of UngAds, and the Acceptor undertakes to use the services of UngAds honestly, under conditions of the Offer, in accordance with the requirements of the Applicable Law. The Offeror prepares and structures Advertising offers and Advertising Materials of Advertisers in accordance with the parameters set by Advertisers to the advertising campaigns, as well as provides an opportunity for Publishers to select advertising campaigns of Advertisers and place them on their websites.
2. As part of the use of the services of the Offeror, the Acceptor may voluntarily assume additional obligations under the terms of advertising offers, or other documents subject to the expression of consent to their implementation. In case of acceptance of the terms of the advertising offer, the Publisher undertakes to provide information and advertising services to the selected Advertiser (to ensure the performance of paid actions to provide the necessary number of Impressions on the terms provided by the Advertiser's offer). The Advertiser is thus obliged to set the parameters of their advertising campaigns and set a budget for your advertising campaign and to transfer funds in Platform. The Impressions of the Advertising Material will be part of the funds transferred by the Advertiser in Platform, and based on the cost of a single Impression set by the Advertiser.
3. The obligations of the Publisher arising from the advertising offer approved by him are considered to be fulfilled by him properly, if:
  - The Publisher ensures the implementation of the whole complex of Paid Actions/the required number of Impressions on the terms provided by the Advertiser's advertising offer;
  - The Publisher complied with the requirements of the Offer and the Applicable Law.
4. Obligations of the Advertiser are deemed to be fulfilled when transferring money in the Platform, as well as the setting of all necessary parameters of the advertisement. The Advertiser guarantees the possession of a relevant and reliable information in the Platform. The Advertiser also guarantees that he has all the necessary rights to the goods, services advertised by him. The Advertiser also guarantees that the goods, services advertised by him are not prohibited by the Applicable Law. All responsibility for advertising of prohibited goods, services, as well as for advertising of goods, services to which the Advertiser does not have the corresponding rights, falls on the Advertiser. UngAds does not check the reliability of the information provided by the Advertiser. If the Administration of UngAds has every reason to believe that the Advertiser provides false information or advertise the prohibited products or services, or the Advertiser has no rights to the advertised goods, services, the Administration of UngAds has the right to stop an advertising campaign of the Advertiser with no refund of funds remaining in the Accounts of Advertisers in the Platform.
5. In case of the proper Implementation by the Publisher of the obligations of the approved advertising offers in Platform, the Publishers are entitled to remuneration on the terms specified in that advertising offer.
6. Payment of remuneration for properly rendered information services as the part of advertising offers is carried out at the expense of Advertisers.
7. UngAds does not guarantee to the Advertiser that the result of impressions of an ad, the advertised goods, works or services will be purchased by end buyers/users of the Internet. UngAds also does not guarantee any number of clicks on the Advertiser's website, clicks on the Advertiser's ad, the conversions made as a result of impressions of an ad of the Advertiser. UngAds does not guarantee the success of advertising companies of the Advertisers.
8. UngAds does not provide advertising services. Advertising services are provided by Publishers to the Advertiser.
9. UngAds does not provide services in placing ads of Advertisers on the Internet. The Advertiser is responsible for implementing the placing of their ads of the Publishers’ websites. UngAds provides services in the preparation, formation and structuring of advertising material of the Advertisers.
10. UngAds in no way establishes, as well as in no way provides the technical, organizational, information or other opportunities to establish contacts and transactions between Advertisers and Publishers. Advertisers and Publishers independently find each other and establish contacts, conclude deals, etc.
THE ORDER OF USING UNGADS SERVICES
1. The Acceptor shall apply for participation in Platform at: https://ungads.com/, fills in the registration form, agrees to the terms of the Offer, «User Agreement for the Processing of Personal Data» and «Privacy Policy».
  
  The subject of personal data, whether it is a Potential Advertiser or Publisher, submitting their data, filling out the Registration form, thereby their will and in their interest gives their consent to UngAds as the Operator of personal data for the processing of their personal data specified in the form sent during registration.
  
  You agree to provide accurate and complete information about yourself during the registration process and you also agree not to impersonate another person or entity, and not to hide your identity from UngAds for any reason whatsoever. If you register as a commercial entity, you declare that you have the required authority to bind that entity to this Offer. When you open an Account, UngAds may ask that you provide certain documents to identify yourself and to verify the information you have submitted to us upon registration, such as identification card or a passport, a utility bill, a bank statement or any document proving their identity issued by a governmental body.
  
  UngAds may directly or indirectly (through third parties), make any inquiries as UngAds considers necessary to check the relevance and accuracy of the information provided for verification purposes.
  
  The processing of personal data of the Subject of Personal Data is carried out solely for the purpose of collecting and systematizing information for the further conclusion of the contract between UngAds and a Potential Advertiser/Publisher. The date of consent to the processing of personal data by the Subject of Personal Data and the date of consent by the Operator is the date of submission of the registration form. Processing of personal data of the Subject of Personal Data may be carried out by means of automation and/or without the use of automation in accordance with applicable law and the internal regulations of the Operator.
  
  The Operator guarantees that he takes the necessary legal, organizational and technical measures or ensures their adoption to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as other illegal actions in relation to personal data, and also undertakes to maintain the confidentiality of personal data of the Subject of Personal Data. The operator has the right to involve subcontractors in the processing of personal data of the Subject of Personal Data, as well as the right to transfer personal data for processing to its affiliated entities, while ensuring the acceptance by such subcontractors and affiliated entities of the relevant obligations regarding the confidentiality of personal data.
2. The Acceptor has the right to have multiple Accounts strictly agreed with UngAds. If a natural person, performs duties in the staff or for a legal person that has an Account in Platform, he is prohibited by these rules to create a personal account of a natural person for the performance of their official duties for the legal person.
3. Successful completion of the registration procedure in Platform indicates an acceptance by the Acceptor of this Offer. Additional terms specified by the Advertiser in his advertising offer in Platform, in the case of expressing consent by the Publishers on the complement, become additional to this Offer.
4. Administration of Platform (hereinafter – Administration) reviews the application of the Acceptor, and upon review registers/rejects registration of the Acceptor as a member (Advertiser or Publisher) of Platform.
5. In case the Administration decides to register the Acceptor as a participant Platform, the Acceptor receives a confirmation letter about the creation of his Account in the Platform via e-mail address specified by him during registration.
6. The date of successful registration of the Acceptor as a participant of the Platform is the moment of the conclusion of the Agreement between the Offeror and the Acceptor.
7. Administration reserves the full and unconditional right to refuse the registration to any Advertiser or Publisher without giving any reasons. In this case, these Advertisers or Publishers, submitted via the registration form, are immediately destroyed.
8. In case of conclusion of the Offer on the terms of prepayment, the Advertiser makes an Acceptance of this Offer by pre-payment on the Account of the Platform, in respect of which the Offer is concluded, within the prescribed period. If the Offer Acceptance (payment the Account) has not been made within the established payment period, the Offer is no longer valid in respect of such rendered UngAds Services, and UngAds reserves the right to remove relevant advertising campaigns.
9. By becoming a Publisher and/or using any of the Services you agree to be bound by these Terms which represent a binding legal contract between the Parties. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our application and platforms. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
PARTICIPATION IN PLATFORM
1. All advertising placements announced by Publisher, as well as advertising proposals made by Advertisers, are pre-moderated by the Administration. All advertising placements are accepted for participation in Platform activities, as well as advertising offers that meet the requirements of Applicable Law, the rules of the Offer and are approved by the Administration.
2. Publisher guarantees that he is the owner of the claimed/used placements or their manager and has all the rights to place any information on them. The Advertiser guarantees that he is the owner of the goods, works and services that he advertises, or has all the necessary rights to advertise these goods, works and services.
3. UngAds reserves the right to request from the Publisher data on the source of traffic and access to statistics of the advertising placement. Publisher must provide the requested information within 5 business days.
PUBLISHING
1. Publishers are able to use the Services in order to Implement Advertising Materials. In this regard, UngAds grants you a non-exclusive, worldwide, royalty-free, fully paid up right and licence to use the UngAds Ad Tag on a Publisher’s Website.
2. UngAds shall have the right in its sole and absolute discretion to review and approve a Publisher’s Website which has been submitted on the Platform. In this regard, UngAds shall have the right in its sole and absolute discretion to refuse to accept a Publisher’s Website which it either disapproves of, or is deemed to be in breach of these Terms. UngAds may refuse to accept a Publisher’s Website for many reasons, such as but not limited to:
  - Websites that are under construction, incomplete or with extremely limited audiences or viewerships;
  - Websites that infringe on any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy);
  - Websites which contain Inappropriate Content;
  - Websites which promote any goods or services that are illegal and/or inappropriate («Inappropriate Content»), such as but not limited to:
    - human trafficking;
    - money laundering, terrorist financing, proliferation of weapons of mass destruction;
    - any goods of services that are illegal or the promotion, offer or marketing of which is illegal or that are offered in connection with illegal content, depict children or minors in sexual postures, depict means of propaganda of signs of unconditional organisations glorifying war or violating human dignity;
    - any goods or services, promotion, offer or marketing of which would violate copyrights, industrial property rights or other rights of any person;
    - archaeological findings;
    - drugs, narcotics or hallucinogens;
    - weapons of any kind;
    - illegal gambling services;
    - ponzi, pyramid or any other «get rich quick» schemes;
    - goods that are subject to any trade embargo;
    - media that is harmful to minors and violates laws and, in particular, the provision in respect of the protection of minors;
    - body parts or human remains;
    - protected animals or protected plants; or
    - any other illegal goods, services or transactions.
3. You are responsible for ensuring that a Publisher’s Website which has been submitted on the Platform does not feature any Inappropriate Content.
4. You hereby expressly agree that a Publisher’s Website, which has been submitted on the Platform does not and shall not infringe on any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy). You also agree that a Publisher’s Website, which has been uploaded on the Platform is not and shall not be offensive or defamatory or unlawful in any other way.
5. UngAds shall notify the Publisher, via the Dashboard, of its approval («Approval») of a Publisher’s Website, which has been submitted on the Platform. Following an Approval UngAds shall provide the Publisher with the UngAds Ad Tag to allow the Publisher to Implement the Advertising Materials.
6. Following Implementation, the Adverting Materials may start generating Impressions/Paid Actions.
7. The Publisher shall place the UngAds Ad Tag on all appropriate pages within the Publisher’s Website. A Publisher shall not alter the UngAds Ad Tag in any way without UngAds prior written consent. The UngAds Ad Tag may not be used on a web page other than one located on a Publisher’s Website, which has been approved by UngAds on the Platform and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books or any other location without UngAds prior written consent. The Publisher is not allowed to place UngAds Ad Tag into an iframe without UngAds prior written consent.
8. UngAds has zero tolerance against SPAM of any kind, including but not limited to, unsolicited e-mails, bulletin boards (forum) spam, chat or messengers spam or comments spam. You are responsible for ensuring that a Publisher’s Website, which has been submitted on the Platform, does not contain SPAM of any kind. UngAds reserves the right to terminate your Account, in accordance with Clause 8.1, if a Publisher’s Website contains SPAM of any kind.
RIGHTS AND OBLIGATIONS OF THE ACCEPTOR
1. The Acceptor has the right to:
  - Use the features and capabilities of Platform available to his Account;
  - Receive consultations from the Administration for working questions with the Platform.
2. The Acceptor undertakes to:
  - Fill in the registration form and Account with only valid data. In case of changes in any personal data, the Acceptor must immediately change them in his Account with the help of Platform;
  - Keep the login and password for access to Platform carefully and prevent them from falling into third parties;
  - Timely respond to inquiries (notifications) from UngAds, transmit information necessary for the execution of the Agreement;
  - Within the framework of participation in Platform, act honestly, in accordance with the Applicable Law, the Offer and not violate the rights of third parties.
INTELLECTUAL PROPERTY
1. In this Clause 7 «UngAds IP Rights» means in relation to UngAds, the Platform and UngAds Services, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
2. UngAds shall grant the Publisher an unlimited, non-exclusive, fully transferable, sub-licensable, worldwide, royalty-free, fully paid up right and licence to use the Platform.
3. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any UngAds IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the UngAds IP Rights and you understand and accept that by using the UngAds Services pursuant to these Terms you shall not:
  - Acquire or otherwise be entitled to any UngAds IP Rights;
  - Make a claim in respect of any UngAds IP Rights or any other equivalent rights; or
  - Use, attempt to use, copy, imitate or modify (whether in whole or in part) any UngAds IP Rights, except with our prior written consent.
PROHIBITIONS RELATED TO PARTICIPATION IN PLATFORM
1. The Acceptor within the framework of participation in Platform is prohibited:
  - Use methods or ways that are contrary to the requirements of the Applicable Law, the Offer, the terms of Advertiser's offers;
  - Advertise prohibited goods, works or services;
  - Advertise products, works or services for which the aAdvertiser hasn't appropriate rights;
  - Advertise goods, works or services in credit, i.e. in excess of the funds available in the Accounts of the Advertisers in the Platform;
  - Provide unreliable information;
  - Disclose Confidential Information, i.e. any information to which the Acceptor has gained access as a result of participation in the Platform;
  - Use on advertising websites content that violates the law, or redirects to web pages that violate the law;
  - Use advertising platforms that use the methods of forcing visitors to commit transactions, such as, for example: forced click, forced to send paid SMS and other similar methods. Also, advertising sites that are under development are not allowed, and it is also prohibited to buy traffic in Active Advertising Systems (CAP, WmMail, Seosprint, etc.) and similar systems;
  - Use unwanted mailing (spam) when sending advertising materials using e-mail. In order to send advertisements by e-mail, the Acceptor must have the consent of each recipient and, upon request, provide the Administration with a corresponding confirmation;
  - Fulfill the conditions of the offers of Advertisers by using inaccurate, non-existent or third-party data without obtaining the consent of their owner;
  - Fulfill the conditions of Advertisers' offers by misleading third parties, deception, violence, threats, etc.;
  - Use exclusive rights to the results of intellectual activity, or to the means of individualization of the Advertiser or other person in the absence of a contract on the alienation of the exclusive right or license agreement. The Administration reserves the right to demand the presentation of such an agreement upon request within 5 (five) calendar days from the date of the request;
  - Use Advertising Materials from one Advertiser to advertise another Advertiser;
  - Use any technology and types of cookie stuffing (cookie dropping). It is forbidden to use scripts that allow setting up cookies of sites that Internet users have not visited or viewed. It is forbidden to rearrange, substitute, grind cookies of Internet users to others that do not belong to the sites viewed by users, including substituting cookies using popups, iframe, as well as substitutions when pasting the address of a third-party page as an image on an existing site;
  - Register and/or use domains for promotion that are similar to the domains of advertisers;
  - Transfer the rights to use services, applications and data provided by the Offeror to third parties in whole or in part, provide access to them, modify or process it in any other way, transfer it to other forms or create from them own databases or information services;
  - Take actions that adversely affect the work of Platform. Such actions are attempts to technically affect the performance of the servers of the partner network, attempts to break the defense mechanisms, use viruses, trojans, and other malicious programs for any of their purposes. Use brut force attacks, DoS (DdoS) attacks, spam, use of links and any other processes that could damage the work of Platform
CALCULATIONS & PAYMENTS UNDER TERMS
1. Calculations in the Platform are made in US dollars. If the Advertiser transfers funds to the Platform in another currency, the crediting to the Account in the Platform is made in US dollars referring solely to such exchange rate as calculated by UngAds bank or payment provider on the day of transfer to the Platform. In this case, an Account is a settlement account of UngAds, or electronic accounts of UngAds (PayPal, etc.). All payments in favor of Publishers are made in US dollars. UngAds shall not be responsible or liable for any losses, which may be suffered by you as a result of the conversion, nor shall UngAds be liable for any errors in the rates of exchange provided by UngAds bank or payment provider.
2. UngAds collects fees from Advertisers and Calculations with Advertisers are carried out exclusively on the basis of prepayment.
3. A Publisher shall be entitled to the Revenue Share received from the applicable UngAds Ad Tag (the «Net Fees»). By providing the Services you agree to accept the relevant Charges. You acknowledge and agree that the payment obligations hereunder are based solely on:
  - The number of Impressions/Paid Actions, as determined solely by UngAds;
4. UngAds receiving the Fees from the Advertisers, and not on any other criteria. You shall be able to view the number of Impressions/Paid Actions via your Dashboard.
5. In each individual case, the amount of remuneration of Publisher is determined by a tariff set in the advertising offer in a special section on the Platform’s website at https://ungads.com/. At the same time, the UngAds commissions are deducted from the Publishers' remuneration and is calculated as the difference between the amount of funds transferred by the Advertiser to the Platform and the amount of the remuneration paid to the Publishers within each completed advertising campaign.
6. Disputes related to the payment of services of Publisher on advertising proposals within the framework of Platform are resolved exclusively between Publisher and the Advertiser.
  Platform is an intermediary online service between Advertisers and Publishers and is not bound to pay for Publisher Services. Publisher is not entitled to require payment from the Offeror for services rendered on advertising offers within Platform.
7. The right of the Publisher to receive remuneration arises when the following conditions are met:
  - Publisher performed the volume of Paid Actions/provided the required number of Impressions on the terms of an approved advertising offer;
  - Paid Actions/Impressions were recorded by Platform’s tracking system;
  - Publisher didn't violate the requirements of the Offer and the Applicable Law.
8. For each registered Publisher, a personal internal Account is established at Platform, through which all operations are carried out with crediting and payment of monetary remuneration for services rendered for advertising offers. Information on the personal inner billing is reflected in the personal Account of each registered Publisher. In case of proper fulfillment by the Publisher of the conditions of the advertising offer, the funds remuneration is received on the Acceptor’s personal inner Account within 7 business days from the date of fulfillment of the conditions of the advertising offer.
9. UngAds sets the minimum amount for funds withdrawal at 50 USD. Publisher can apply for withdrawal of funds to the bank/payment platform account specified by Publisher during registration in his personal Account. Withdrawal at the request of Publishers is carried out once a month.
10. All calculations with Publishers are carried out without taxes. Publishers independently declare their income and pay taxes on them according to the laws of those countries of which they are residents. UngAds is not responsible for paying Publisher's taxes and is not a tax agent.
11. Any Publisher residing in the European Union, who has provided a VAT number, expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to UngAds. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold UngAds harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another VAT invoice won’t be issued. Publisher warrants to notify UngAds if his VAT registration number has changed or canceled.
12. UngAds is responsible for payment of the taxes applicable to the fees paid out to the Publisher, who is an individual, in its registration country, and in that case UngAds is entitled to deduct amount of the applied taxes from the amount of fees owed by UngAds to the Publisher. UngAds is entitled not to deduct the taxes from the fees to be paid to the Publisher, who is an individual, only if the Publisher has filed to UngAds a document proving that the Publisher is a self-employed in its own country and maintains such status also at the moment the fees are paid to the Publisher.
13. If the Publisher has filed such document proving its self-employed status in its own country, the Publisher warrants and undertakes that during the term of the Offer it will be registered as a self-employed and undertakes to ensure payment of all applicable taxes in its registration country independently by not involving UngAds. In such case the Publisher is solely responsible for and will file on a timely basis all tax returns and payments required to be filed with or made to any state or local tax authority, where the Publisher is registered, with respect to the performance of the Publisher’s Services and receipt of payments under the Offer. The Publisher is solely responsible for and must maintain adequate records of expenses incurred in the course of performing the Publisher’s Services under the Offer.
14. The Publisher expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Publisher will hold UngAds harmless from any of the direct or indirect loss or damages. Publisher hereby confirms that another invoice to cover taxes won’t be issued. Publisher warrants to notify UngAds if his status of self-employment has changed or cancelled.
15. For each registered Advertiser in the Platform, created inner billing Account, to which the funds received from the Advertisers to the Platform are received. Funds are deducted from Advertiser's Accounts in favor of Publishers in the course of showing advertisements on publishers Placements (performing Paid Actions). Write-off of funds is carried out on the basis of tariffs set in advertising offers, as well as statistics on the number of Impressions (the number of Paid Actions). At the same time, statistics and the number of ad Impressions (Paid Actions) are kept solely by means of the Platform. The Advertiser, as well as the Publisher does not have the right to use alternative sources of statistics on the number of Impressions of advertisements (Paid Actions). All calculations are carried out exclusively on the basis of the UngAds / Platform data.
16. Monthly (on the last day of the reporting period) and/or upon completion of the provision of the UngAds Services under the Terms, UngAds forms a unilateral Act on the UngAds Services in accordance with the volume of the UngAds Services actually provided in the reporting period.
17. UngAds Services are considered to be provided by UngAds in a proper manner and accepted by the Advertiser in the amount specified in the Act, if within 15 calendar days after the end of the reporting period, UngAds has not received from the Advertiser motivated written objections. Upon the expiration of the specified period, the Advertiser’s parentesia regarding the defects of the Services, including by quantity (volume), cost and quality, are not accepted.
18. You acknowledge and agree that UngAds may make adjustments to the number of Impressions/Paid Actions in case of software errors, server downtime or under any other circumstance that caused discrepancy in the number of Impressions/Paid Actions, in order to remedy and rectify any inaccuracies in the number of Impressions/Paid Actions.
19. You acknowledge and agree that UngAds may make adjustments to the balance in your Account in the event that there is a chargeback received from an Advertiser, as this will reduce the Fees received from the Advertisers and accordingly the amount of the Revenue Share.
20. UngAds has no control, and are not responsible for any fees or charges that may be imposed by a financial institution (such as a bank or other payment services provider) on the transfer of the Net Fees to a Publisher. You agree that any Net Fees received by you may be received net, after the deduction of any fees or charges imposed on the transfer.
21. UngAds shall, by method of self-billing, send you invoices in relation to each payment date. The invoices shall be generated automatically having regard to the Charges applicable for each payment date.
22. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of any data provided by the Publisher, UngAds is expressly authorized to retain any payments due to the Publisher until such incident has been resolved.
DURATION OF THE TERMS
1. The Terms comes into force on the date of the Acceptor’s registration with Platform and is concluded for the term of the Acceptor’s participation in the Platform.
MODIFICATION OF THE TERMS
1. The Offeror reserves the right to change the provisions of the Terms without justification and at any time, if these changes do not affect the essential conditions of the Terms. The change notice is sent to the Acceptor by e-mail specified during registration. If the Acceptor does not object to changes within 7 calendar days from the date of receipt of the notice, they enter into force for him.
2. If the Acceptor objects to the changes, then they are not considered effective for him. In this case, the mutual right to terminate the Offer remains in force and the Parties are entitled to terminate the Offer in a non-judicial manner.
TERMINATION
1. The Offeror grants the Acceptor a temporary (for the term of the Offer) non-exclusive right to use the UngAds Services and applications provided and the data contained therein as part of participation in Platform. In the event of termination of this Offer, this right shall become and void.
2. If the Offeror detects a violation by the Acceptor of the provisions of Clause 8.1. of the Offer, the Offeror has the right to unilaterally terminate the Offer.
3. In other cases, the termination of the Offer is possible only by agreement of the Parties. The Acceptor may submit an application to delete his Account and to refuse to participate in Platform in his personal Account. Based on the results of checking the Acceptor’s Account for compliance with the requirements of the Offer and the Applicable Law, the Administration decides to remove the Acceptor’s Account and terminate the Offer, or presents to the Acceptor the requirement to eliminate the violations of the requirements of the Offer and the Applicable Law.
4. When removing the Acceptant's Account in the manner prescribed by Clause 12.3. of the Offer, funds remaining on his personal internal Account are transferred to the Acceptor’s bank/payment platform account.
LIABILITY FOR BREACH OF THE TERMS
1. For non-fulfillment or improper fulfillment of obligations under the Terms, the Parties shall be liable in the manner prescribed by the Applicable Law, with the specifics established by the Terms.
2. For violation by the Acceptor of the requirements of Clause 8.1. of the Offer, the Offeror has the right to require the Acceptor to rectify the deficiencies free of charge up to 5 business days, while the Acceptor does not have the ability to withdraw funds during this period. In the case of repeated violations by the Acceptor of the provisions of Clause 8.1. of the Offer, UngAds has the right to terminate the Agreement Offer with the Acceptor unilaterally. At the same time, the Acceptor’s Account in Platform is immediately blocked and all funds remaining in the Acceptor’s Accounts remain in the use of UngAds.
3. A person whose Account is blocked at Platform has no right to re-register with Platform.
4. If due to a violation of the provisions of the Offer by the Acceptor by a third party, the Offeror is charged with any civil, administrative or other legal responsibility, the Acceptor shall be obliged to compensate in full the expenses incurred by the Offeror resulting from such violation, including obligations due to damage, paid fines, court expenses.
5. The Offeror shall not be liable for damage or interference caused by the content of third-party web pages, errors in software or technical means of advertisers that are participants of Platform, as well as for damage caused by insufficient availability or limited functionality of the Internet information and telecommunications network.
6. Responsibility for the harm caused to Advertisers or third parties by Publishers' actions on the advertising sites declared by them is fully vested in Publishers.
THE PROCEDURE OF SETTLING DISPUTES
1. In the event of a dispute between the Offeror and the Acceptor related to the performance of obligations under the Terms, the Parties shall endeavor to resolve them through negotiations.
2. The claim procedure for the settlement of disputes under the Terms is mandatory. The Party that received the claim is obliged to send an answer to it within 10 business days from the date of receipt of the claim.
3. In the case that disputes are not resolved in a complaint procedure, they are submitted to the Court of Arbitration of the Latvian Chamber of Commerce and Industry (LCCI) for consideration in accordance with the procedure established by the laws of Latvia.
4. In all other respects that are not stipulated by the Agreement, the parties are guided by the Applicable Law of Latvia.
THE PROCEDURE OF THE REFUND PROCESS TO ADVERTISERS
1. The Advertiser has the right to request from UngAds a refund of the funds remaining in the Advertiser’s internal Accounts in the Platform (the unused funds of the Advertiser). Such a request is possible only after a full stop of all advertising companies of the Advertiser.
2. The Advertiser’s request for a refund of unused funds must be made in writing indicating the reasons why the Advertiser wants to return his money.
3. The Advertiser has the right to request a refund of unused funds no later than 6 months from the date of the last payment to the Platform.
4. The amount to be reimbursed is calculated on the basis of statistical data from the Platform. The Advertiser is not entitled to independently calculate the amount to be reimbursed.
5. The Advertiser has a right to receive a refund at the specified in advance address upon payment.
6. The Advertiser may be denied a refund if the Advertiser has in any way violated Offer.
7. The refund request will be processed within 14 business days from the date the request was received.
8. UngAds provides credit refund in connection with a Transaction by a Credit Transaction Receipt, not by cash or check.
9. The Advertiser has the right to request a refund for technical failures that occurred due to the fault of UngAds, providing evidence in a timely manner (within 7 days).
10. UngAds has the right to refuse a full refund for technical malfunctions, if the period for detecting the problem is more than 7 days or if the evidence provided by the Advertiser does not correspond to the statistics of UngAds.
DELIVERY POLICY
1. UngAds is an intermediary between the Advertiser and the Publisher and provides advertising services. Services are provided through the UngAds Platform by means of placing links to advertisements on Publishers websites, according to the targeting specified by the Advertiser when creating an advertising campaign.
2. UngAds provides the Advertiser with free access to statistics and analytics, which are used to calculate the payment for the services provided.
3. Payment is charged for impressions.

FINAL PROVISIONS

By agreeing to the terms of the Offer, the Acceptor confirms and guarantee that:
- Fully acquainted with the terms of the Offer;
- Fully understands the conditions of the Offer;
- Fully understands the significance and consequences of his actions in relation to the conclusion and execution of the Offer.
The Acceptor agrees to the Offeror for the processing of his personal data within the framework of participation in Platform under the terms of the «User Agreement for the processing of personal data», «Privacy Policy» of UngAds and in accordance with the requirements of Latvian legislation in the field of personal data.

Contact details for communication with the Offeror on issues related to the execution of the terms of the Offer:

Address:	Latvia, Krasta iela 103, Riga, LV-1019
Phone:	+371 66000189
Email:	info@ungads.com