AwesomeAds – Terms of Use
Last Update: 24 July 2020
Welcome to AwesomeAds! This website (“Platform”) is operated by SuperAwesome Trading Limited (“we / our / us”), a private limited company registered in England and Wales with company number 03885555 whose registered office is at 2-4 Packhorse Road, Gerrards Cross, Buckinghamshire, England SL9 7QE. Our Platform is designed for use by advertisers and publishers whose products and/or content are appropriate for and directed at children under the age of 13. Our Platform facilitates a marketplace for the selling of advertising or paid-for content (“Ads”) and serving of Ads on websites, Apps and online services.
References to (“you / your”) refer to you as an individual if you access our Platform as an individual or the organisation you represent and its employees, contractors and other personnel (“Personnel”) where you access our Platform on behalf of an organisation. Where you access our Platform on behalf of an organisation you are responsible for: (a) ensuring your Personnel are aware of, and comply with, these Terms of Use; and (b) the acts and omissions of such Personnel.
Please read these Terms of Use carefully before you or your Personnel use our Platform, which together with our Privacy Policy govern SuperAwesome’s relationship with you in relation to our Platform. If you or your Personnel access any part of our Platform, you will be deemed to have accepted these Terms of Use, legally bound the organisation you represent to these Terms of Use and agreed to abide by these Terms of Use regardless of whether you (or your Personnel) choose to register on our Platform. Please refrain from using our Platform if you are accessing the same: (a) as an individual and do not agree to these Terms of Use; or (b) on behalf of an organisation and you are not sure if that organisation has agreed to these Terms of Use.
- Terms of use
- The legally binding terms and conditions shown on this page, together with any accompanying documents we provide to you from time to time which incorporate these terms and conditions by reference or that are incorporated into these terms and conditions by reference, together the (“Terms of Use”) govern how you access and make use of our Platform, our services relating to the sale, service and delivery of digital advertising inventory (“Services”), any Ads available on our Platform, the dashboards we make available to you for the purposes of interacting with, and accessing the Content on, the Platform (“Dashboards”) and any other reports, Publisher lists, content and data made available by us to you whether or otherwise (the Ads and any other content on the Platform being described as “Content”).
- We may revise these Terms of Use at any time by posting an update on our Platform. Continued use of our Platform, Services, Dashboard or Content after any such change constitutes your acceptance of the new Terms of Use and they will be binding on you and the organisation you represent. Furthermore, some of the provisions contained in these Terms of Use may, from time to time, also be superseded by provisions or notices published elsewhere on our Platform.
- Classification and Representations
- You acknowledge that the Services, Dashboard and Content are not intended for consumers and therefore by accessing or receiving Content from us you warrant and represent that you are not: (a) a consumer (as defined by applicable laws); or (b) an individual acting for purposes that are wholly or mainly outside of their trade, business, craft or profession.
- You represent, warrant and undertake to us that: (a) you have full power, authority and resources to accept these Terms of Use (and where you access our Platform on behalf of an organisation, to accept these Terms of Use on behalf of the organisation you represent and bind it accordingly) and to perform all your obligations hereunder; and (b) all information that you have given, or shall give, to us is true, accurate and complete each time you or they access our Platform or Content.
- Registration
- To access our Platform, Services, Dashboard and Content, we may require you to register for an account and provide certain information about yourself. When you register, you agree to ensure that you: (a) provide true, accurate, current and complete information about yourself as prompted by the relevant registration form (“Registration Content”); and (b) contact us if your Registration Data changes. Please refer to our Privacy Policy for information on how we process your personal data.
- Where you register for accounts on our Platform, you will be allocated a username and password which must be used solely by you. Sharing of usernames or passwords or making one username and password available to more than one individual is strictly prohibited. Accordingly, you agree to: (a) maintain the security of usernames and passwords and be fully responsible for all use of our Platform made using the same; (b) ensure that you and all Personnel log out of their account at the end of each session; and (c) notify us immediately upon becoming aware of any unauthorised use of usernames or passwords. Without prejudice to paragraph 9, we accept no liability for any losses, damages or costs arising from or in relation to your failure to comply with these requirements.
- We have the right to disable any of your accounts at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.
- Licence
- Unless otherwise expressly agreed by us in writing all content, services and data (including the Dashboard and Content) made available by us whether via our Platform are strictly for the use of the individual who receives them and you shall ensure that the same is not transferred to any third party (including sharing between Personnel).
- Subject to your compliance with these Terms of Use, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable, personal and limited licence to access the Platform and the Content, and to (a) integrate the Platform software development kit (“SDK”) into your website, mobile App or online service (“Site(s)”), including if necessary to modify, adapt, integrate or localize the SDK; (b) to use the Platform for internal research, testing and training purposes; (c) use the Platform and Content to generate advertising campaigns and to copy and download Content relating to your advertising campaigns, including advertising campaign reports, and modify that Content or combine it with other data; (d) if you are a publisher (or represent a publisher), to serve Ads sold by your direct sales team or Ads for in-house promotion into your Site(s); (e) if you are an advertiser (or represent an advertiser) or an advertising sales partner, serve Ads sold by your direct sales team and/or by us into our publisher marketplace or your Site(s). If you are an authorised supply partner, you are also licensed to make available advertising inventory from your Site(s) in our marketplace, subject to our policies and requirements from time to time.
- In respect of the Ads served through the Platform, you represent and warrant that these (a) do not violate any applicable laws, rule or regulation, (b) do not promote bloody violence, the use of firearms, or unlawful subject matter or activities (e.g. discrimination of protected classes, hate crimes, P2P sites, or copyright protection circumvention sites, etc.), (c) are not defamatory, libelous, deceptive, pornographic or sexually explicit, (d) do not promote or facilitate any activities which infringe the rights of any person or entity, (including without limitation any intellectual property rights, other proprietary rights or privacy rights), or engage in or allow hacking or other unauthorised access to or modification of devices. We have the right to disclose your identity to any third party that is claiming that any Ads served by you or any content uploaded by you to our Platform constitutes a violation of their rights, or if required to do so by law or governmental agency.
- Unless you have received express written permission from us in advance, which may be given subject to such additional terms and fees as we specify from time to time, you may not: (a) make the Services or Content accessible (including the provision of access through any application populated with Content or reselling or disclosing Content) by any means, including electronic means to any third party (including sharing of the same between Personnel); or (b) commercially exploit the Services or Content in any way, other than in connection with serving and delivering advertising campaigns in accordance with these Terms of Use.
- You must not use or permit access to or use of the Services or Content: (a) for any purpose contrary to applicable law; (b) in any manner that in our sole judgement could compete directly or indirectly with our business, products (including data) or services; (c) in any way which in our sole judgement may damage our reputation; or (d) other than as expressly permitted by these Terms of Use.
- If any unauthorised use of Services or Content is made or permitted by you (including as a result of you making Services or Content available to a third party or sharing between Personnel) then, without prejudice to our other rights and remedies: (a) you shall immediately be liable to pay us an amount equal to the fees that we would have charged, had such use been authorised by us at the beginning of the period of that unauthorised use together with statutory interest from the date of that unauthorised use to the date of actual payment; (b) you shall indemnify, keep indemnified and hold us harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties we incur; and (c) we may require you to discontinue the supply of Content to any individual or third party reasonably suspected by us of that unauthorised use or breach.
- Dashboards
By using any Dashboard, you agree to not: (a) incorporate the Dashboard in or with any other software (including framing or mirroring of the Dashboard); (b) reverse engineer, decompile, disassemble, modify or adapt the Dashboard unless permitted by applicable law; and use any information provided by us or obtained during performance of the activities permitted by applicable law under paragraph 5(b) to create any product (including data) or service that in our sole judgment is substantially similar to any product or service offered by us nor use such information in any manner that would be restricted by any intellectual property rights subsisting in it.
- Accessing and Using our Platform, Dashboard, Services And Content
- You are responsible for: (a) configuring your information technology, computer programs, platform, mobile phone and other devices to access our Platform; and (b) providing your own access to the internet and paying any service fees associated with such access.
- We reserve the right to determine and change the type, form, nature and content of our Platform, including the Dashboard, Services and Content from time to time and to modify and supplement the technical, functional, administrative and operative methods of supply of the Dashboard, Services and Content, wherever necessary for complying with provisions of law or due to actual or potential changes in the organisation of our business, technical systems or technical specifications and requirements.
- Our Platform, Dashboard, Services and Content are provided on an, “as is” and “as available” basis and except as specified in these Terms of Use, all warranties, conditions, and representations, whether express or implied, under common law or statute, including those relating to fitness for purpose, satisfactory quality and non-infringement are excluded to the maximum extent permitted by applicable law. In particular, we do not warrant that the Dashboard, Services or Content: (a) will be provided free from interruption; (b) will run on your computer systems; (c) are accurate, complete, reliable, secure, useful, fit for purpose or timely; (d) will be tested for use; or (e) will be suitable for or be capable of being used by you or any third party.
- We disclaim all liability and responsibility arising from any reliance placed on Services or Content and accept no liability for the result of any acts or omission taken by you on the basis of the Services or Content.
- Confidentiality and Intellectual Property Rights
- You agree to, except as required by relevant legislation, governing authority or court of competent jurisdiction, keep confidential all confidential or proprietary information regarding us or our business (“Confidential Information”) which you may become aware of, except to the extent that such information has become public knowledge, otherwise than in breach of an obligation of confidentiality, or specific disclosure is required by law, or a relevant regulatory body (and in such circumstances, you notify us, cooperate with us, permit us to make representations and limit disclosure to that which is strictly required), or disclosure is made in confidence to your Personnel or professional advisors who are under legally binding confidentiality obligations and you agree to be liable for their acts and omissions in relation to such Confidential Information as if such acts and omissions were your own.
- You agree that we (or are licensors) own all intellectual property rights, in particular copyright and database rights in our Platform and all Services and content on or made available on them, including Content and Dashboards. Nothing in these Terms of Use transfers ownership of any intellectual property rights owned by us (or our licensors) to you. You have no rights in or to our intellectual property rights other than those expressly granted in paragraph 4.2 or as expressly granted in writing by us, and all rights not expressly granted under these Terms of Use are explicitly reserved by us.
- You may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback (“Feedback”) to us with respect to our Platform, Services, Content or Dashboards. We will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality and you hereby grant us a perpetual, worldwide, non-exclusive, royalty free, transferable, sublicensable (through multiple tiers) irrevocable licence to use such Feedback for any purposes related to our business including displaying, editing, copying, reproducing, translating, disclosing, posting to and creating derivative works in connection with our Platform, Dashboard, Services and Content and across different media and to promote our Platform and/or our services.
- Unless permitted by these Terms of Use or you have received our prior written consent you must not: (a) modify the paper or digital copies of any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; (b) share the materials described in paragraph 7.4(a) that you have printed off or downloaded with any third party (including between Personnel); or (c) scrape, extract, download, upload, sell or offer for sale any part of our Platform, Services, Content or Dashboards and you agree not to use, or cause to be used, any computerised or other manual or automated program or mechanism, tool, or process, including any scraper or spider robot, to access, extract, download, scrape, data mine, display, transmit, or publish, any part of our Platform, Services, Content or Dashboards.
- You will not: (a) attempt to interfere with the proper working of our Platform or monitor use of our Platform without our prior written permission; (b) take any action that imposes an unreasonable or disproportionately large load on our Platform infrastructure; (c) decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, raw data, file formats or programming or interoperability interfaces within our Platform (except to the extent permitted by law or permitted by us in writing); (d) use any network monitoring or discovery software to determine our Platform architecture or extract information about usage, individual identities or users; (e) circumvent, disable or otherwise interfere with security-related features of our Platform including any features designed to prevent, limit or restrict use or copying of part of our Platform (including the Services or Content); (f) modify, copy or create derivative works based on the Platform or the SDK, or any portion thereof or (g) delete, alter, add to or fail to reproduce any copyright or other notices appearing on the Platform or Content or which may be required by us at any time.
- On request, you shall return or irrecoverably delete any Confidential Information that has been made available by us to you.
- Suspension and Termination
- Access to our Platform, Services, Content or Dashboard is permitted on a temporary basis, and we reserve the right to withdraw, cancel, amend or suspend (including indefinitely) your access to all or part of our Platform, Services, Content or Dashboard without notice in the case of system failure, maintenance or repair for any reason, if we believe you have not complied with these Terms of Use or for any other reason.
- If you breach any of these Terms of Use, we have the right to terminate your access to the Platform, Services, Content and Dashboard immediately without notice.
- Liability
- Nothing in these Terms of Use excludes or restricts in any way any liability that cannot be excluded or restricted by applicable law.
- Subject to paragraph 9.1, if you are dissatisfied with our Platform, Services, Content or Dashboard, or you dispute these Terms of Use, your sole right and exclusive remedy is to cease to use our Platform, Services, Content and Dashboards even if that right or remedy is deemed to fail on its essential purpose. You confirm that we have no other obligation, liability or responsibility to you, your Personnel or any third party.
- Subject to paragraph 9.1, we shall not be liable, whether in tort (including negligence), contract or otherwise for any: (a) loss of actual or anticipated profits; (b) wasted expenditure; (c) loss or corruption of software or data, in each case arising out of or in connection with these Terms of Use or your reliance on, use (or inability to use) our Platform, Services, Content or Dashboard.
- Subject to paragraph 9.1, our total aggregate liability arising out of or in connection with these Terms of Use or your reliance on, use (or inability to use) our Platform, Services, Content or Dashboards, whether in tort (including negligence), contract or otherwise in respect of a Contract Year shall not exceed the amounts paid by you to us in connection with your use of our Platform in that Contract Year. A (“Contract Year”) means each successive 12 calendar month period commencing on the date you (or any of your Personnel) first access our Platform, Services, Content or Dashboard or an anniversary thereof.
- You shall indemnify, keep indemnified and hold us harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties we incur as a result of a breach of these Terms of Use by you (or any third party acting on your behalf or using your account, including employees).
- Viruses, hacking and other offences
- You must procure that your Personnel do not: (a) misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; (b) attempt to gain unauthorised access to our Platform (or any restricted part of it), the server on which our Platform is stored, or any connected server, computer or database, or disrupt the integrity or performance of our Platform or the SDK; (g); or (c) attack our Platform via a denial-of-service attack or a distributed denial-of service attack.
- By breaching paragraph 10.1, you may commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity (and the identity of your relevant Personnel). In the event of such a breach, your right to use our Platform will cease immediately.
- We use reasonable endeavours to ensure that our Platform does not contain or promulgate any viruses or other malicious code. However, we do not guarantee that our Platform or Content will be free from bugs, viruses or malicious code and without prejudice to paragraph 9, we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or to your downloading of any content (including Content where permitted) posted on it, or on any Platform linked to it. We therefore recommend that you use your own virus protection software and check all such materials regularly for the presence of viruses and other malicious code.
- Contact
- You must contact us by email using [email protected] or by post to the address shown at the top of these Terms of Use if you: wish to send us a notice in connection with these Terms of Use, our Platform, Services, Content or Dashboard.
- We may contact you in connection with these Terms of Use by: (a) posting information on our Platform (including through pop ups which may apply when you use our Platform); and (b) using any contact detail (including email address) that you provide to us, or contact us using from time to time.
- General
- These Terms of Use constitute the entire agreement and understanding between you and us relating to its subject matter and supersedes any previous agreement, discussions, negotiations, drafts, promises, assurances, warranties, conditions, representations and/or undertakings between you and us relating to any of such subject matter. Subject to paragraph 1.2, these Terms of Use may only be varied by: (a) a document hand signed by a duly authorised representative from both us and you that expressly states which provisions are being varied; or (b) pop ups provided by us on our Platform which are then accepted by you.
- No forbearance or delay by us in exercising or enforcing any right (and/or the continued performance of these Terms of Use) shall prejudice or restrict our rights, and no waiver of any right or of any breach of any contractual term shall be deemed to be a waiver of any other right or other breach. No single or partial exercise of any remedy shall restrict the further exercise of that or any other right or remedy.
- We shall not be liable for our failure or delay to perform any obligation in these Terms of Use if such failure or delay is caused or contributed to by any event, circumstance or cause beyond our reasonable control (as determined in our sole judgment), including any industrial dispute (including those affecting our workforce), governmental regulations, power failure, any failure of any computer software or hardware operated by a third party, any failure by our service providers or subcontractors or of any third party’s communications network, any interruptions to or lack of availability of internet related services including Domain Name System (DNS) services and hosting services, fire, flood, disaster, pandemic, death or incapacity, terrorist activity, civil riot or war. Other than as expressly required by these Terms of Use, we shall not be obliged to take any action to prevent or mitigate events beyond our reasonable control.
- These Terms of Use (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be governed by and interpreted exclusively in accordance with English law. You irrevocably submit to the exclusive jurisdiction of the courts in London, England over any claim, dispute or matter arising out of, under or in connection with these Terms of Use (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation).
- Notwithstanding paragraph 12.4, you acknowledge that failure to comply with these Terms of Use may mean that we suffer irreparable injury for which monetary damages alone may not be an adequate remedy. You agree that in the event of non-compliance with these Terms of Use, we will be entitled to specific performance and injunctive and/or other equitable relief in any jurisdiction as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.
- You may not sub-license, transfer, charge or otherwise encumber, declare a trust over or otherwise deal with these Terms of Use, or any right, benefit, interest, liability or obligation under them, without our prior written consent.
- If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of these Terms of Use. If any provision or part-provision of this Agreement is deemed deleted under this paragraph 12.7, you shall negotiate with us in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- You and us are and shall act at all times as independent contractors, and nothing contained in these Terms of Use shall be construed or implied to create an agency, partnership, or employer-employee relationship between you and us. At no time shall you make any commitments or incur any charges or expenses for or in our name. Except as expressly set out in this Agreement, no term of this Agreement is intended to confer a benefit on or to be enforceable by any person other than you or us.
- In the event of any conflict between these Terms of Use and any other documentation or agreement between us, these Terms of Use shall take precedence unless such other document or agreement is signed by a duly authorised representative from both us and you and expressly states that it is too take precedence over these Terms of Use.
- Interpretation
Meanings given to defined terms also apply to grammatical variants provided the initial letter is capitalised. Paragraph headings shall not affect the interpretation of these Terms of Use and references to paragraphs are to paragraphs of these Terms of Use. Unless the context requires otherwise, words in the singular include the plural and vice versa. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made under it. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘other’ and ‘otherwise’ or any similar expression are illustrative and do not limit the sense of the words preceding them. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
Last updated and effective as at: 23 July 2020
The term ‘SuperAwesome’ or ‘us’ or ‘we’ refers to the owner of the Site, SuperAwesome Trading Limited, with an office at2-4 Packhorse Road, Gerrards Cross, Buckinghamshire, SL9 7QE, United Kingdom. Our company registration number is 03885555. The term ‘you’ refers to the user or viewer of this Site.
Contacting us
If you have any questions about these Terms, the practices of this site, or your dealings with this site, please contact us at:
AwesomeAds Team
SuperAwesome Trading Limited
2-4 Packhorse Road, Gerrards Cross,
Buckinghamshire, England SL9 7QE
United Kingdom
+44 (0) 203 668 6677
[email protected]