Terms of service

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ONIAD ADVERTISING S.L.

1. PURPOSE OF THE CONTRACTING

These Terms of Use regulate and describe the terms under which any natural or legal person can access the services, functionalities and benefits offered by ONiAd advertising technology through the www.oniad.com tool.

The company ONIAD ADVERTISING, SL, with NIF nº B-99501751, domicile in Avenida del Rosario nº 8 Cuarte de Huerva (Zaragoza 50410, Spain), (hereinafter “ONiAd”), is a company of Spanish nationality that has developed and is holder of a powerful online tool for contracting direct media advertising through it (www.oniad.com), with a solid positioning and a business model for this purpose that makes possible thanks to its technology and approach the use of its potential as a marketing tool for its Users as described through these Terms of Service for the ONiAd tool.

By expressly accepting these Conditions and Terms of Service for ONiAd, the USER is entitled to use, integrate, disseminate and promote in their business processes the ONiAd business concept of online contracting of programmatic advertising through the tool www.oniad.com, in accordance with the accepted terms and conditions and the complementary indications that may be indicated from ONiAd, which in turn authorizes the use of the tool to the USER as regulated in these Terms of Service.

2. ACCEPTANCE OF THE TERMS OF SERVICE FOR THE ONiAd TOOL

The USER who is interested in using and benefiting from the functionalities of the ONiAd tool must contract with it expressly requesting its registration therein, completing the online process established on the website www.oniad.com, contributing through the form established by Identification data and all that are required in the process, after which an email will be sent by ONiAd with a link that must actively validate to complete the contracting process, after which, where appropriate, the corresponding “Access keys” will be provided .

Any natural or legal person that completes the REGISTRATION through the forms to that effect that appear in the tool www.oniad.com, BY CLICKING ON THE BUTTON “I ACCEPT AND COMPLETE THE REGISTRATION AND CREATION OF ONIAD ACCOUNT PROCESS AS A USER, ACCEPT TO BE OBLIGED BY THE REGULATION OF THE PRESENT TERMS OF USE, and become an Authorized User, so that ONiAd assigns to each USER a personalized code incorporated into a URL address.

The representative of the USER when it is a legal person who requests or accepts the contractual relationship raised with ONiAd or any of its modifications and / or novations, declares and guarantees to ONiAd that it has full capacity to bind the legal person that it represents in the terms contained in this contract or its modifications. The representative who fails to comply with this statement and exceeds his powers of representation will be personally liable to ONiAd for the commitments acquired and the damages that may be caused.

It is an indispensable condition to participate and use the functionalities of the ONiAd tool so that the USERS which are natural persons must be of legal age and have full capacity to sign this contract, being prohibited the participation in the same as USERS to minors.

The USER may not assign the rights and / or obligations arising from the contractual position held with ONiAd without the express prior written consent of ONiAd.

The USER states and guarantees that all the information provided to ONiAd in the initial registration process or afterwards is complete, accurate and updated. Likewise, the USER undertakes to immediately update all the data that has been provided to ONIAd in the registration process or later as they vary.

3.- ONiAd ACCOUNT CONFIGURATION

Setting up an Account on ONiAd has no cost to the USER.

The USER will select the login credentials, including a password, for his Account, and is responsible for all activities that take place through his Account or with his credentials.

The USER will take reasonable measures to protect the credentials of his Account and will immediately notify ONiAd of any breach of security, misuse or unauthorized use of his Account or his credentials.

Each USER will have access, once his request is accepted, to a restricted access space using the keys that are provided to him that will include the possibility of modifying and expanding his profile and that of his means of collaboration, as well as accessing the statistics of traffic and sales and other functionalities of the tool.

The ONiAd account configuration process is automated, but in any case ONiAd reserves the right to ratify or reject the USER registration request, as well as to request any additional information that it considers, in the event that it is detected or understand that the USER has violated any of the requirements required for registration, notwithstanding being able to retry again by the USER when he considers it.

4. ONiAd CAMPAIGN MANAGEMENT

1.- Home. Under no circumstances may programmatic advertising campaigns be promoted by the USER through the ONiAd tool without the activation and validation process of the USER mail being completed through the link referred to the effect in the registration process.

2.- Campaign management. The USER will use the tool to manage the reception of the services and features that it offers, specifically to establish budgets and other details of the campaign, and to review its performance. Campaign modifications made through the USER Account to configure a campaign, adjust its budget, launch, suspend or stop the campaign, are the sole and exclusive responsibility of the USER. The charges incurred as a result of the changes made through the USER Account will be included in the usual USER invoice. ONiAd will make commercially reasonable efforts to meet the budget specified by the USER as documented.

If the USER makes any modification to the campaign configuration, including the budget allocated to it, the implementation of the modifications is usually instantaneous given the automation of the processes in the ONiAd tool, reserving in any case two (2) days ONiAd for their implementation.

3.- Measurement and monitoring of campaigns. Unless ONiAd explicitly agrees otherwise in writing, service fees will be based on the measurements and monitoring that ONiAd carries out through its own servers. using the number of impressions, the number of clicks and other indicators necessary to calculate the fees that the USER must pay. The USER can access these measurements through the Tool.

4.- Campaign optimization. ONiAd can optimize the performance or objectives of the USER by programmatically using the USER Content to create new content (such as Ads and, if the USER agrees to receive such Services, emails or other necessary marketing materials) and insert them in the active campaigns of the USER, or create change or pause campaigns on behalf of the USER, subject to the budget of the USER. Subsequently, ONiAd will notify the USER if ONiAd makes significant changes to the USER’s Campaigns or Announcements. In addition to ONiAd optimization services, ONiAd can offer managed account services to the USER.

5.- Display of the Ads. The USER acknowledges that ONiAd is limited to making available to the USER a quality inventory but cannot control in what place and how often the Ads will be displayed in the Selected media, nor ONiAd can check the contents or specific sections of the media where the USER Ads are displayed. The USER can manage visual preferences in the ONiAd tool (if such functionality is available) and to the extent that such controls are made available to ONiAd by means of inventory. The USER may therefore expressly exclude any website from the web inventory in accordance with the applicable documentation and specifications. If a USER raises a written concern to ONiAd about a website where the ads are published, ONiAd will make every effort to remove the USER’s ads from the publication in this inventory. ONiAd will make commercially reasonable efforts not to display the Ads on websites or applications that it considers to be pornographic, defamatory, obscene or illegal in nature. If the USER notifies ONiAd in writing that the Ads are being displayed in this way, ONiAd will make commercially reasonable efforts to prevent such Ads from being displayed in this way. The USER Content must comply with the requirements of the Documentation and publicity policies otherwise, ONiAd may not be able to provide the Services concerning such USER Content. ONiAd retains the authority to remove any USER Content that it considers violates this Agreement or Documentation, at its sole discretion. ONiAd reserves the right to interrupt or terminate campaigns at any time that are no longer eligible for execution in accordance with those policies or Documentation.

6.- Advertising policy guidelines. The USER will adhere to the advertising guidelines established by ONiAd in accordance with the established policies, the Law or the applicable Documentation. The USER is responsible for ensuring that its Content and the USER’s Sites, as defined below, comply with these policies. ONiAd reserves the right to review campaigns and ads at any time. The codes of conduct and internal policies of our Network are constantly reviewed and updated, and as such, active or approved campaigns may be subject to revisions to ensure that they comply with current policies, codes and legal requirements.

7.- Responsibility. The obligation of ONiAd is focused on media and can never guarantee or promise results on USER campaigns, so that ONiAd can make at the request of the USER as well as discretionally suggestions or recommendations for campaigns of the USER but without being obliged to do so at any time, and without this presupposing knowledge of the sector or specific conditions of the products or services object of the campaigns, and without therefore being able to assume any type of responsibility in this regard.

8.- Results of the campaigns. The USER expressly recognizes that campaigns may be affected at all times for technical reasons, the processing of information in automated and algorithmic processes or market that may affect or affect their variables such as their duration, development, performance, economic costs, without ONiAd being responsible for such incidents for any reason.

5. PAYMENT CONDITIONS

1.-General payment conditions. The USER confirms that he has all the rights, powers and competences necessary to authorize each of said payments. For certain payment methods, the issuer of your payment method may charge you an international transaction fee or other charges. The USER should consult his payment service provider for more information. If the USER is in credit difficulties (eg excess of credit card refusals, against charges, return payments to the manufacturer due to insufficient funds or increased insolvency risk) or if ONiAd somehow identifies him as a credit risk, ONiAd reserves the right to require the USER to prepay. The USER undertakes to maintain sufficient funds or credit availability in his payment method to meet the amounts owed, and accepts that ONiAd will not have the obligation to provide the Services if there are not enough funds available at the time the payment is made. , and ONiAd reserves the right to interrupt or pause USER campaigns due to defaults or insufficient balance.

2.- Pre-payment mode configuration. In the case of prepaid accounts, the USER undertakes to always keep the payment method information valid and updated (for example, card information Credit or Paypal account) from your Account. The USER will charge, in advance, the budget amounts of each Campaign as determined by The USER in the Tool. The USER authorizes ONiAd to charge said amounts using the valid payment details that it would have provided. The USER understands that all money transferred to ONiAd becomes its property after said transfer in order to compensate ONiAd for the costs involved in providing the services offered in the tool, including the creation, maintenance and access to documentation, the network, technology and data or metrics of the Campaign.

If the USER decides to pause a Campaign or cancel his Account, he may request ONiAd the reimbursement for the amount of prepaid amounts not attributed to any Campaign completed within a period of one hundred eighty (180) days from the moment it is stopped. the Campaign or in which the relationship between the parties is resolved, which in any case is always at the sole discretion of ONiAd. Reimbursement requests made after one hundred eighty (180) days will not be attended by ONiAd.

3.- Automatic payment configuration (Post-payment). For recurring payment accounts, the USER undertakes to keep the payment method information at all times valid and updated (for example, data on the credit card or bank account with SEPA debit) of your Account. The USER authorizes ONiAd to collect as often as it deems appropriate the recurring amounts payable using the valid payment data provided by the USER. ONiAd reserves the right to discontinue recurring payment services at any time for any reason and prior notice. To be valid, the USER must submit claims related to charges in the Account within thirty (30) days from the receipt of said charges.

A cost is set for the USER of one euro (€ 1.-) including applicable taxes for each activation of a payment method.

4.- Currency and taxes. All payments to ONiAd must be made in euros (€), unless otherwise agreed or offered through the Tool. Payments are indicated excluding taxes. The USER is responsible for all sales taxes, use taxes, value-added taxes, withholding taxes and any other similar tax that the tax administration imposes on transactions made in the ONiAd tool, excluding taxes that are based solely on ONiAd net income.

6. SPECIFIC ASPECTS IN THE USE OF THE ONiAd TOOL FOR USERS.

1. The USER undertakes to disseminate the ONiAd website acting at all times according to the principles of good faith and, in particular and without limitation, will not perform: (i) actions on its website and on third parties of SEM using the marks or domains of ONiAd or third parties; (ii) USER will not use or register domain names that include the ONiAd brand or domain names or other similar (or third-party) names; will not perform “screen scraping” practices or Black Hat positioning techniques of the ONiAd page without prior and express consent; will not send unsolicited or spam emails; will not allow and take reasonable measures to avoid it, that the information regarding the service made available to the USER is subject to extraction or aggregation by third parties without the prior consent of ONiAd; nor will it carry out actions aimed at diverting traffic from the ONiAd pages.

2.- The material, content and the computer programs used by ONiAd that are made available to the USER are made without granting any specific guarantee on their specifications, nor functioning outside the legal ones that proceed

7. ONIAd AFFILIATION PROGRAM

1.- All new Users who register in the OniAd tool through a USER recommendation link, assigned to it by ONiAd at the time of registration, will be considered and denominated, where appropriate and with respect to the holder of said custom code , “Recommended Users” by this.

2.- THE USER will accrue in his favor by way of commission for intermediation the amounts that will be said for the “Approved Advertising Campaigns”, which are those made through the ONIAD website and whose payment has been effectively made in a correct way to ONiAd, after 30 days have elapsed since the end of the advertising campaign carried out by its customers or “Recommended Users”, and this as consideration for the use of the ONiAd tool and all the activities that it performs for the benefit of ONiAd and the rest of the obligations under its responsibility included in these Terms of Service.

3.- The AFFILIATE User will receive a fixed commission equivalent to ten percent (10%) of the net amount before taxes, of the Approved Advertising Campaigns, sold by ONiAd, that are directly generated by the action of the USER (either by their clients or hired by the “Recommended Users”), in both cases, plus the corresponding taxes.

4.- The commissions will accrue throughout the useful life of the ONiAd client obtained through the intermediation of the USER, that is, while the client remains active in the tool by contracting and paying their advertising campaigns to ONiAd through its tool www.oniad.com, except when it is a “recommended user” that becomes a Partner in accordance with the provisions of the specific regulation of that program, in which case a fixed amount of 300.- € will be accrued in favor of the User. plus VAT as long as it has accumulated consumption up to said amount of € 300.-, and no intermediation fee will be accrued for the consumption of said “recommended user”.

5.- As long as the relationship between User and ONiAd remains in force at that time, except that the client remains inactive for a year without incurring any advertising expenses, at which time it will become part of the portfolio of direct clients of ONIAD and the USER will not receive any commission, or for the termination of the contract by any of the parties.

That is, in the event that the client remains inactive for a year without any contracting in advertising through the tool, ONiAd will be entitled to stop considering it assigned to the USER’s account and in that case it will be considered for all purposes which is part of the ONiAd direct client portfolio without the USER already being entitled to any commission or compensation in this regard.

6.- ONiAd is empowered to resolve the contractual relationship with the USER if a volume of sales for ONiAd generated in three (3) consecutive months doesn’t reach FIFTY EUROS (50.- €) or if it breaches the conditions of promotion.

7.- ONiAd will exclude from the payment to the USER the reservations and / or contracts that are generated in breach of the proposed instructions, such as and without limitation, those that originate using any of the prohibited actions provided for in this contract and especially produced in relation to the KWM (KeyWord Marketing or Advertising in Search Engines), those coming from bids related to or similar to their brands and those relative to or similar to the domain names of which ONiAd is the owner.

8.- In relation to the USER who exploits web pages and is assigned to any of the modalities included in section 6.2, only directly generated sales (and therefore with the right to commission) will be those in which the user from the USER website, access the ONiAd website and formalize the purchase of advertising campaigns that end up becoming Approved Advertising Campaigns on that same visit or through the use of your personalized invitation code, all accredited according to the control systems implemented by ONiAd that allow reliable control of the origin of traffic and the materialization of sales and approved campaigns.

9.- The intermediation commission agreed in this clause is the total consideration to be received by the USER for all the actions related to this contract without the collection of any fixed amount, additional variable fee or the impact of any expense incurred by the USER for the generation of visits to the ONiAd page or commercial campaigns, which will be entirely borne by the USER.

10.- In order to receive the commissions accrued, the USER must request beforehand before issuing the corresponding invoice, the express authorization by ONiAd of the settlement corresponding to the email facturacion@oniad.com, which ONiAd will answer to it within a maximum period of seven ( 7) working days.

11.- From the tool, the necessary information will be provided for the calculation of the commission accrued by the USER for the performance and the referenced period, after which the USER will also provide the corresponding invoice so that he can receive the payment in time and shape.

12.- The invoices issued according to the established process and the terms of these Conditions by the USER will be paid in Euros (€) per ONiAd (without assuming any cost for the change of currency or for the payment method chosen for the payment by part of the USER, where appropriate, who will be the one who sees the amount to be paid for the commissions of the financial institutions reduced -if they are applied when they correspond-) according to the monthly payment cycle established in the following signature: The invoices provided until Day 10 of each month will be paid around the 15th of the current month, if it is sent later than the 10th of the current month in which the invoice has been generated it will be paid in the next payment cycle.

13.- Until the USER is not the holder of an amount accrued in his favor of at least TWO HUNDRED EUROS (€ 200) in a specific month, he cannot invoice or demand payment of the amount corresponding to ONiAd, but will accumulate its amount until with that of the following month or months they reach that amount.

14.- ONiAd may expressly and specifically agree with the USER, as an incentive, that an additional variable remuneration will be generated for it based on the total Approved Advertising Campaigns sold by ONiAd that are directly generated by the promotion or dissemination campaign carried out carried out by that USER under the contractual relationship accepted with these Conditions, then determining the particular conditions such as billing dates, incentives and other issues separately expressly and in writing.

15.- In the event that for the reason that ONiAd returns to a Client any amount of money previously paid by the Client, the USER must reimburse the proportional cost of the commission, if applicable, collected in relation to the amount returned or accept the negative adjustment that ONiAd makes in subsequent settlements that were pending.

16.- No remuneration will be generated for actions of the USER that do not follow the procedure and comply with the conditions established in this contract regardless of the results they produce.

17.- The prices and the payment method of the ONiAd Advertising Campaigns and for all the services that can be offered from the ONiAd tool will be included in the tool and nevertheless they must be subject to express and prior acceptance by the User who hires them , the latter being able to “apply” all or part of the balance accrued in its favor by commissions and intermediation to the payment to ONiAD of the products or services contracted, and must be communicated in that case to ONiAd at the time of acceptance of the order.

18.- Links and Banners: For USERS who manage web pages there are links and banners through a different URL to the ONiAd home page: the links may consist of both text links and banners ( provided by ONiAd through the Partners Program) or other creatives in which, when clicking, the user is redirected to a specific URL managed by ONiAd and that allows to control the visits and reservations made by visitors redirected to ONiAd as well as to the USER each with their own referer.

19.- Promotion or invitation codes . ONIAD may discretionally offer a USER specifically and on a temporary and restricted basis, particular conditions of invitation codes or discount coupons for advertising, in order to encourage their commercial action through their end customers. When disseminating these codes, the duration of the promotions, their content and their end date (when they have one) must always be clearly transmitted to all purposes. The USER may not make use of codes other than those provided, specifically, by ONiAd and if appropriate, that is, without the USER being able to use other generalists or acquaintances or other Users.

20.- KeyWord Marketing (“KWM”) or purchase of online advertising without a website by the USER. It is expressly forbidden for the USER to make bids for terms owned or related to ONIAD. Nor can Black Hat positioning techniques be used, or those that in organic positioning use terms registered by ONIAD or that may lead to confusion with the identification of our brand or related. If you want to campaign on social media or online through this methodology, you must request the authorization and have it confirmed, as well as attach a briefing of the type of action you propose to develop to have the approval that it is correct according to the values ​​of the company and the offer presented. Any violation in this regard entitles ONiAd to automatically and immediately resolve the contractual relationship by sending an email to the USER stating the reason, canceling any pending payment of commissions and interrupting in any case the accrual thereof.

21.- ONIAD reserves the possibility of “de-duplicating” the origin of the clients that it considers may be assigned to several USERS simultaneously or also against their own ways of attracting customers, using analytical measurement tools or invitation code system or coupons. In case of duplication in the origin of the client it will be ONiAd who finally makes the decision to reallocate the client to another USER and / or cancel his attribution.

22.- ONiAd is also entitled to the cancellation of any payment obligation in the form of commissions if it is considered that the marketing techniques followed by the USER compromise the reputation or good image of the company with respect to the market, were spam, outside of what legal and / or legal, or simply unethical because of its form or content.

23.- ONiAd is entitled to collect from the end users data and all the components of said data (including data obtained from third parties) during the provision of the services offered in the tool, expressly excluding email addresses and any information of personal identification provided as well as data of the advertising campaign itself) through the use of a pixel (or any other script or code) installed on the USER’s website, or any other means agreed by both parties

24.- The AFFILIATE-USER will not commercialize or mediate in any case the advertising already contracted, which is the object of sale or intermediation by ONiAd. The USER AFFILIATE will not present in any case to the users as a seller or reseller of the same or perform any action that may mislead users about the activity carried out and / or the USER’s relationship with ONiAd. The action of the USER will be limited to promoting the dissemination of the ONiAd portal www.oniad.com by increasing the number of users who access it under the terms contemplated in these Terms of Use.

8. ONiAd PARTNERS / AGENCIES PROGRAM

1.- Partner ONiAd . ONiAd partner (hereinafter, interchangeably, the Agency) will be considered to all registered Users who request it and professionally dedicate themselves to the sector and provide services oriented to the management of communication, advertising and / or marketing campaigns for their clients, of form that advises, recommends and intervenes directly in the management and optimization of advertising campaigns that are created in ONiAd through the account created for this purpose in the ONiAd tool.

ONiAd will authorize in any case discretionally the registration or conversion of a User into a Partner (Agency), either at the request of the User or on the proposal of the ONiAd itself for the ability to promote and publicize ONIAD as well as the services offered by the tool to through its website, social networks, forums, database with marketing permission, advertising campaigns or any other channel that is authorized by ONiAd as well as because of its knowledge of the potential of the tool and the advertising sector online, for the representativeness of its customers, level of investment, etc.

In this regard, ONiAd reserves the right to urge the Agency to accredit its professional activity in the indicated manner, both before confirming its registration as an ONiAd Partner and subsequently at any time during the relationship, requiring a copy. of the registration in the corresponding heading in the IAE (Tax of Economic Activities in Spain or similar in any other jurisdiction) or any other documentation that can be considered discretionally.

In the event that ONiAd considers that the Partner, for whatever reason, is improperly framed as such, it is empowered to stop considering it a Partner for all purposes, communicating it expressly, with the following consequences:

a) Interruption of the accrual of remuneration under the Partners ONiAd program since the communication in this regard.

b) Cancel the account and the accrued remuneration pending payment, if ONiAd understands and so motivates it in the written communication made, that the User has obtained the status of Partner ONiAd improperly or providing incorrect information.

2.- ONiAd Partner Accounts . As an Agency, you can have administration permits for advertising accounts or Advertisers in different degrees:

a) totals through a “created account” that generates or must be expressly accepted by the Agency itself and in which certain specific functionalities can be adapted by it depending on the management and commercial operation that suits you, whose ownership enables the Agency to convert and identify with third parties if desired as a “Certified Partner ONiAd”, so that all the data contained in it are the property of the Agency .

b) in which the account is generated by an ONiAd User (called “linked account”), which authorizes the Agency (hence the link) to the object of it can access an internal space within the account is dedicated only to administer or view it to indicate recommendations.

In this last modality, the Agency recognizes that the account is owned by the registered USER, who is ultimately who through its “User Panel” decides to link or permissions of your advertising account (Visualization, Administrative or Edition) in the ONiAd tool and to whom it assigns it, being able to withdraw the permissions therefore to the Agency at any time in a discretionary way without any responsibility for the effect of ONiAd, as well as ONiAd can contact the User at any time without having authorization from the Agency.

In the “linked account” mode, it will automatically become a “created account” if the Holder User becomes a Partner / Agency for the purposes of the ONiAd tool in accordance with the provisions of the previous points and in the same will be kept and considered for all purposes the data (“Historical”) of all “Approved Advertising Campaigns”.

3.- Financial consideration for the Partner (Agency) and conditions for payment .

They are determined in the Particular Conditions, which must be expressly accepted by the parties.

4.- Specific aspects for the use of the ONiAd tool by Partners (Agencies):

1.-The Agency may buy-sell advertising and manage advertising campaigns of its customers, always clarifying that it does so through ONiAd, as a marketing tool of which they are authorized Users, but in no case will it convey that it represents the interests of the tool, which works or is part of the tool, so that it could mislead users about the activity carried out and / or the relationship of the AGENCY with ONiAd.

2.-ONIAD may modify the conditions applicable to the AGENCY under this contract at any time by means of individual notification or by publishing on its website or in the space enabled for the AGENCY of the new conditions, including without limitation the modification of the consideration to be received by the AGENCY and / or the form of calculation and / or billing and payment, in which case the attached Particular Conditions will be modified.

3.- Faculty, responsibility and direct relationship. When the User is a Partner (Agency) that is involved in the advertising services of the tool on behalf of its clients / advertisers:

(i) The Agency declares that it has the power to act on behalf of said clients with respect to all obligations and declarations established in these Conditions of Use.

(ii) When requested by ONiAd, the Agency will provide ONiAd with a written confirmation of the relationship between the Agency and its client / advertiser (this confirmation must include recognition by the client / advertiser that the Agency is your agent and is authorized to act on your behalf, in relation to the purpose of the relationship and these Conditions of Use;

(iii) Partners and / or Agencies accept responsibility for the actions of the Accounts Created (as conceptualized in item 2.a of this Condition) of customer / advertiser who manage and / or manage, as well as the responsibility for all expenses incurred by providing programmatic advertising services through the ONiAd tool for their clients / advertisers, and assume responsibility for ensuring compliance with these Conditions of Use, or the responsibility for breach thereof, by its customers / advertisers.

(iv) Unless otherwise stipulated herein, the Agencies shall ensure the performance of the obligations that their respective clients assume under these Terms of Use and They will have joint and several liability in case of contractual breach. The Agency’s advertisers may request ONiAd at any time to have their Account migrated to another Agency or to a Direct Client Created Account with ONiAd and no aspect of these Terms of Use will prevent ONiAd and a client from entering into a direct relationship. ONiAd reserves the right, in its sole discretion, to oppose any client, within reason.

5.- Support and marketing . When the User is a Partner (Agency), ONiAd will offer commercially reasonable support during ONiAd’s regular business hours, but the Partner acknowledges that he will be exclusively responsible for providing support to his clients in relation to the use of the Services by of them, (ii) and are exclusively responsible for the marketing efforts related to the life cycle of “going to market” of advertising services; as long as the marketing materials prepared or used by the Partner (Agency) comply with the marketing requirements and other ONiAd Documentation. (iii) ONiAd reserves the right to request changes or the withdrawal of any material from a Partner (Agency) that has been used to market the tool’s own services.

6.- KeyWord Marketing (“KWM”) or purchase online advertising without a website by the USER. It is expressly forbidden for the USER to make bids for terms owned or related to ONIAD are expressly prohibited. Nor can Black Hat positioning techniques be used, or those that in organic positioning use terms registered by ONIAD or that may lead to confusion with the identification of our brand or related. If you want to campaign on social media or online through this methodology, you must request the authorization and have it confirmed, as well as attach a briefing of the type of action you propose to develop to have the approval that it is correct according to the values ​​of the company and the offer presented. Any violation or violation in this regard entitles ONiAd to automatically and immediately resolve the contractual relationship by sending an email to the USER stating the reason, canceling any pending payment of commissions and interrupting in any case the accrual thereof.

7.- Data collection . ONiAd is entitled to collect from the end users data and all the components of said data (including data obtained from third parties) during the provision of the services offered in the tool, expressly excluding email addresses and any personally identifiable information provided as well as data from the advertising campaign itself) through the use of a pixel (or any other script or code) installed on the USER’s website, or any other means agreed by both parties

9. VALIDITY

The validity of these Conditions of Use will extend from the acceptance of the same, or the updates or modifications thereof, for the entire period in which the USER remains registered in the ONiAd tool, safe from the obligations contracted in them with a superior temporal projection. The parties expressly waive to claim any compensation or compensation due to the termination or non-renewal of this contract except in cases of termination for breach.

10. RESTRICTIONS FOR THE USER

• Will not modify the ONiAd materials or any related property notice;
• Do not reverse engineer, decompile, disassemble or interfere with any of the ONiAd materials (except and only in cases where such prohibition is not permitted by law);
• Will not sublicense, assign, sell or lease access to ONiAd materials, nor use ONiAd materials to create any other product, service or data set; except in relation to the data of the advertising action in question, it will not record, capture or otherwise create any record of data transmitted to or from ONiAd materials;
• Will not transmit to ONiAd materials viruses, worms, time bombs, Trojans or any other harmful, malicious code, file, script or agent;
• You will not use the tool for any purpose other than to use the service for the purpose for which it was designed, which does not include creating or complementing user profiles with manageable interests, user movement profiles, specific retargeting of the site and information of interest of the product outside the Services;
• You will not make or publish any statement or warranty on behalf of ONiAd related to the Services or the ONiAd Materials without the prior written approval of ONiAd. When reproducing the ONiAd Materials, the Client will include the property rights notices contained in the ONiAd Materials.

11. INDEPENDENCE BETWEEN THE PARTIES

ONiAd and the USER expressly accept that the acceptance of these Terms of Use does not create any agency, investee or association between the parties and that neither party can enter into obligations on behalf of the other, so that they, in their case, will lack any virtuality and validity, and that they maintain total autonomy for the realization of the object of the contractual relationship.
The USER is, against ONiAd and against third parties, the sole owner of his business and, consequently, is responsible for all legal, contractual and extra-contractual obligations and requirements, derived or inherent to his status as an independent entrepreneur, and especially those related to the provision of advertising and marketing agency services.

12. INTELLECTUAL AND INDUSTRIAL PROPERTY

1.-ONIAD is the sole and exclusive owner of all copyrights, trademarks, intellectual property rights, know-how and how many other rights are related to the ONiAd tool, including and without limitation, the computer programs necessary to operate , as well as the monitoring and control technique used by ONIAD.

2.-THE USER, by virtue of this contract, does not acquire any right or license related to the tool, its functionalities and computer programs necessary for the provision of the service nor on the indicated ONIAD monitoring technique, except the rights and licenses explicitly agreed in this contract that are limited to those strictly necessary to be able to execute this contract in the terms set forth herein and according to the indications of ONIAD.

3.-The USER grants ONIAD a license for the use of the intellectual and industrial property rights of the materials of his property to the extent that they are necessary so that ONIAD can adequately fulfill its obligations derived from this contract, and they include no other license.

4.-THE USER expressly undertakes to have the widest legitimacy and authorization on all logos, trademarks, images, graphics, text and other materials that the User provides to ONiAd to use them in the services offered by the tool, responding before ONiAd that it has all the rights that empower it for the assignment to it of any of the elements expressed and therefore must keep it free from any claim in respect of third parties.

5.- ONiAd is entitled to use the comments provided by the USER within the framework of its relationship for the improvement and development of the services it offers or even for new products and services, so that the USER grants ONiAd for the entire period. world the irrevocable, non-exclusive and royalty-free right for the term of twenty-five years of exploiting, reproducing, disseminating, sublicenseing, modifying, distributing comments without restriction.

6.-Restrictions that the USER assumes:

(i) will not modify ONiAd materials or any related property notice,

(ii) (will not reverse engineer, decompile, disassemble or interfere with any of the ONiAd materials, except when such prohibition is not authorized by Law;

(iii) (will not sublicense, transmit, lease or sell access to ONiAd materials, nor use them to create any other product, service or data set; </ p>

(iv) safe from the data of the advertising campaign, will not record or capture or create in any way any record of data transmitted to, or from ONiAd materials,

(v) will not transmit or introduce viruses, worms, time bombs, Trojans or any other code, file, script or harmful or malicious agent into the materials of ONiAd, </ p>

(vi) (you will not use the tool for any purpose other than to use the services offered therein for the purpose for which they were designed, which does not include creating or complementing user profiles with addressable interests, user movement profiles, site-specific retargeting and product interest information outside the services offered by ONiAd,

(vii) will not make or publish any declaration or guarantee on behalf of ONiAd related to the services or materials it offers without the express and prior written approval of ONiAd, and in any If it is authorized, it will always include the mention or notice that ONiAd is the owner of the rights.

13. CONFIDENTIALITY

1.- The USER acknowledges that while this contract is in force, he will have access (by various means including verbal communication) to information related to ONIAD’s activities, which includes, by way of example, information on the ONIAD customers, the technology used, as well as ONiAd strategy, which should be treated as confidential (the “Confidential Information”).

2.- Except in the cases in which the consent of ONiAd mediates, the USER, during the validity of his relationship and once it has ended, will not reveal to any third party, trade secrets or information related to ONiAd’s business or affairs, and, in general, no Confidential Information, nor will it reveal personal information related to workers, customers or other types of business contacts. The USER will only use the Confidential Information to the extent necessary to fulfill his obligations under this contract.

3.- The duty of confidentiality described above shall not apply in the event that: (i) Confidential Information is required administratively or judicially; (ii) that it becomes public domain; (iii) that it has been received from third parties not bound by the duty of confidentiality; (iv) that the disclosure thereof has been previously consented in writing by ONiAd.

4.- Any notes, reports, computer programs, files, industrial secrets or Confidential Information of ONiAd, which may be in the possession of the USER at the time of termination of this contract must be returned to ONiAd, regardless of whether ONiAd requests its return prior to termination of the Contract or after its termination.

5.- The keys, codes and passwords that can be provided to the USER for access to the information and the means made available to him by ONiAd, will be strictly individual, being the obligation of the USER the non-disclosure of said keys and the establishment of all the means at your disposal so that no one can access the information by using your personal keys.

6.- The obligations established under this clause will remain in effect once the termination of the same occurs and after five (5) of said termination.

14. CAUSES OF CONTRACT RESOLUTION

Either party may immediately terminate this contract when there is a breach of the other party.

The resolution of the contractual relationship by any of the parties and for any reason also entails the termination of the accrual of commissions for the USER.

The termination of this contract will not affect the obligations that have arisen and accrued prior to that termination or the commitments that by their very nature are called to produce effects after the date of termination of the contract including, without limitation, the obligation of confidentiality, intellectual property and responsibility.

Without prejudice to any other cause of resolution established in these Conditions, the use by the USER of your advertising account for issues directly or indirectly related to malware, adult content, sex, with violation or violation of rights of minors, trade in Prohibited substances or any others that involve the commission of crimes or administrative offenses will entail the immediate expulsion of the ONiAd tool from the same and the total cancellation of the contractual relationship, with loss of any amount that has accrued and is pending in its favor.

15. MODIFICATION OF GENERAL CONDITIONS

ONIAD may modify the conditions applicable to the USER under this contract at any time by means of individual notification or by publishing on its website or in the space enabled for the USER of the new conditions, including without limitation the modification of the consideration to Receive by the USER and / or the form of calculation and / or billing and payment.
In case of modification of the conditions to the detriment of the USER, the USER will have the option, within ten (10) days after the change, to notify ONIAD of the immediate termination of the contract without penalty, waiving any right to receive any type of compensation for termination or modification of the conditions.
The continuity in the use of the tool once the previous ten (10) day period has elapsed will imply full acceptance by the USER of the new conditions.

16. NOTIFICATIONS

1.-All communications and notifications that must be made by the parties under this contract must be made in writing with acknowledgment of receipt or by any other means that makes sure that it is duly received. The publication or update in the corresponding section the Conditions of Use section of the ONiAd tool, as well as the publication in the restricted access section of the USER with any information regarding the usability or functionalities of the tool will be fully valid as a means of communication to user.

2.-Notwithstanding the foregoing, it will be understood that ONiAd has notified the terms of this contract provided that it accredits the sending of the communication to the address or mail that the USER has communicated to ONiAd in accordance with the provisions of this contract. Notifications to ONiAd should always be made in writing.

17. LEGISLATION AND OUTDOORS

1.- This contract will be governed and interpreted in accordance with Spanish law.

2.- The Courts and Tribunals of Zaragoza (Spain) will be competent to resolve any issue arising from the fulfillment, interpretation and / or execution of this contract, thereby expressly waiving the parties to any other jurisdiction that may correspond to them.

V.18.11.2019