Terms of Service

Last Modified: [02/05/2024]

This terms of service agreement is a binding contract between you (“you” or “your”) and Adsession Ltd. (“Adsession,” “we,” or “us”). This agreement governs your access to and use of the Adsession platform, accessible at www.adsession.com (the “Platform”).

This agreement takes effect when you check the box during registration or by accessing or using the Platform. By checking the box or by accessing or using the Platform you (1) acknowledge that you have read and understand this agreement, (2) state that you have the right, power, and authority to enter into this agreement, and, if entering into this agreement for an organization, that you have the legal authority to bind that organization, and (3) accept this agreement and agree that you are legally bound by its terms.

If you do not agree to these terms, do not check the box or use the Platform. If yo do not accept these terms, you must not access or use the Platform.

1. Definitions. In this agreement, the following definitions apply:

1. “Ad Serving Platform” means the technology and service that places advertisements on the Publisher’s Websites, including advertising software that has been licensed to Adsession, and that Adsession grants sublicenses to the Publishers and the Advertisers participating in the Adsession Network subject to this agreement.

2. “Adsession Network” means the advertising network operated by Adsession.

3. “Advertiser” means an Adsession customer who creates the Advertising Material and authorizes Adsession as its intermediary to include it on the Publisher’s Websites.

4. “Advertising Material” means the text, graphics, logos, designs, trademarks, and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups, and pop-unders created by an Advertiser.

5. “AUP” means the acceptable use policy located at [https://adsession.com/terms.html], which constitutes part of this agreement.

6. “CPM” means cost per mil.

7. “Dashboard” means the interface provided by Adsession to clients (Publishers, Advertisers, and nonparties) to buy and sell traffic on the Adsession Network.

8. “Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Websites.

9. “Publisher” means an Adsession customer responsible for the distribution of online Advertising Material on the Publisher’s Websites.

10. “Publisher Earnings” means the percentage of the sale price of advertisements in connection with the Publisher’s Websites as determined by Adsession for the Publisher’s use of the Platform.

11. “Publisher’s Websites” means the space, including without limitation, homepage, website, or email where the Publisher incorporates or embeds the Advertising Material.

12. “Unique Click” means the number of times, as recorded by Adsession’s Ad Serving Platform, a user visiting the Publisher’s Websites, as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor will only be counted as a Unique Click once every 24-hour period.

2. Adsession Network Access and Participation. Adsession hereby grants you a revocable, nonexclusive, nontransferable, nonsublicensable, limited right to access and use the Adsession Network solely for your internal business operations. Access and participation in the Adsession Network is subject to your continued compliance with this agreement and the AUP. We may require you to provide proof of identification before or during your participation in the Adsession Network. You must be at least 18 years old and the age of majority in your jurisdiction to participate in the Adsession Network. Adsession may refuse participation to any applicant or participant for any reason, including country of residence, reputation, and associations. Adsession may change, suspend, or discontinue the Adsession Network without notice or liability. You state that you are legally permitted to use the Platform and take full responsibility for the selection and use of the Adsession Network.

3. Nature of Platform. Advertisers market and advertise their goods and services using Advertising Material, and Publishers incorporate or embed the Advertising Material into the Publisher’s Websites through the Adsession Network using the Ad Serving Platform. Adsession also provides guidance to help Advertisers and Publishers. Adsession is a service provider and has no knowledge about the content on the Publisher’s Websites or in the Advertising Material created by the Advertisers, which is published on the Publisher’s Websites). The Publisher and the Advertiser are the only responsible parties for that content and shall indemnify Adsession against any responsibility, infringement, damage, or loss regarding that content. If any content is illegal or violates any law, including any intellectual property laws, or otherwise breaches this agreement or the AUP, please request removal at [dmca@adsession.com], so we can remove and prevent access to it.

4. Publisher Eligible Websites.

4.1 Adsession may approve or deny a Publisher’s participation. If not approved, the Publisher will not receive payment of the revenue displayed in its Dashboard. It is the Publisher’s obligation to ensure it complies with Adsession’s eligibility rules. The following are examples of Publisher’s Websites that are not eligible for participation on the Adsession Network:

(a) Websites that contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or that promote copyright piracy.

(b) Websites containing or promoting child sexual abuse material (CSAM).

(c) Websites promoting or facilitating prostitution, escort services, sex trafficking, or human trafficking of another person.

(d) Websites with reference to illicit practices or shock human dignity, content with pornographic character staging minors, content apologizing for nonviolent criminal behavior, content apologizing for war crimes and crimes against humanity, or content provoking discrimination, hate, or violence towards a person or towards a group of persons based on their origin or the group they belong to (an ethnic group, a nation, a race, or a religion). Any description will be automatically recorded and shown to the proper authorities.

(e) Websites that participate in or transmit inappropriate newsgroup postings or unsolicited email (spam) and unsolicited communications by equivalent electronic means (i.e., SMS, chat, social networks, etc.).

(f) Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, “phreaking,” etc.).

(g) Websites with illegal, false, or deceptive investment advice.

(h) Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).

(i) Websites that are under construction or incomplete.

(j) Websites with extremely limited audiences or viewership (less than 50 unique visitors a day).

(k) Websites that contain any content violating the laws of any country, including those that violate intellectual property, personal data, or privacy laws. Publisher’s Websites must not violate any law, regulation, rule, or custom or violate, infringe, or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, including copyrights, trademark rights, or publicity rights (that is, name, image, or likeness).

(l) Websites generated through free blogging or free forum platforms.

(m) Websites with more than six ads a page, websites with more than two pop-ups or pop-unders, and websites with more than one exit pop-up (all ad networks or affiliate programs together).

(n) Websites presenting no added value to the users.

(o) Websites that otherwise violate the AUP.

4.2 Adsession does not control or monitor Publisher’s Websites. However, a website might be brought to its attention or might be checked for any reason. If Adsession determines that a Publisher’s Websites include any forbidden content, Adsession may close that Publisher’s account without notice. In that case, as liquidated damages for breaching this agreement, Publisher will not receive payment of any amounts remaining in its Dashboard, regardless of any other or further liability that Publisher incurs.

5. Misuse; Fraudulent Impressions.

5.1 Any form of misuse, including procuring business transactions by unfair methods or inadmissible means that violate any law or this agreement, is prohibited.

5.2 Publishers are prohibited from trying to obtain commissions by procuring business transactions themselves or through a nonparty using the Advertising Material, tracking links, or other technical aids provided to them in the context of the Adsession Network using one or more of the following methods:

(a) Fraudulently pretending or faking business transactions, for example by entering nonparty data without authorization or by providing false or nonexistent data when ordering goods or registering online;

(b) Using Advertising Material that enables tracking, although it is not displayed at all, not displayed visibly, or not displayed in the manner or size stipulated by the Advertiser;

(c) Brand-Bidding; or

(d) Any other method prohibited in the AUP or that otherwise violates the spirit of this agreement or the AUP.

5.3 Any form of misuse will lead to the immediate blocking of the Publisher’s accounts. Publishers may raise an objection within a month, providing a statement and evidence that their chosen form of advertising was in accordance with this agreement. If the Publisher cannot refute the breach, Adsession will issue a notice of termination. In the event of a breach of this agreement, the Publisher will not receive any payment, regardless of any other or further liabilities the Publisher might incur.

5.4 Adsession’s ad server will be the official counter for determining the number of Advertising Materials delivered and amounts payable under this agreement. Counts of Impressions or clicks will be decided solely based on reports generated by the Adsession Network. Any method to artificially or fraudulently inflate the volume of Impressions or clicks is prohibited. These prohibited methods include but are not limited to framing an ad-banner’s click-through destination, auto-spawning of browsers, running “spiders” against the Publisher’s Websites, automatic redirecting of users, or any other technique of generating automatic or fraudulent (as determined by Adsession or based on industry practices) click-through or Impressions, including those set out in the AUP. Advertising Material must not be placed on a page that reloads automatically. The Publisher must not require users to click on Advertising Material before entering a Publisher’s Website or any area in a Publisher’s Website or provide incentives of any nature to encourage or require users to click on Advertising Material. The Publisher’s click-throughs of any link other than Adsession’s Advertising Material or use of any other means of artificially enhancing click results is a breach of this agreement, and on that occurrence, Adsession may terminate this agreement without notice. That termination is not in place of any other remedy available at law or equity.

5.5 Publishers shall indemnify Adsession against any liabilities, losses, or damages that are directly or indirectly derived from their breach of this agreement.

6. Communications Solely with Adsession. You must direct all communications relating to the Adsession Network to Adsession and not to any Advertiser or Publisher.

7. Publisher Earnings.

7.1 Payments. Adsession will pay out Publisher Earnings twice a month on the 1st and 16th day of each month for the period covering the two previous weeks and deposited in the Publisher’s Adsession account.[1] [2]  Publisher Earnings will be calculated solely based on records maintained by Adsession. No other measurements or statistics will be accepted by Adsession or have any effect under this agreement. The Publisher may withdraw the earned balance at any time, on condition that the earned balance is greater than or equal to the Publisher’s minimum payable amount (as agreed by the parties). Adsession will process withdrawal requests within seven days. If the Publisher’s earned balance is less than the Publisher’s minimum withdrawal amount, no payment will be made. Adsession is not responsible for paying any income taxes, banking commissions, or currency fees for the Publisher. By participating in the Adsession Network, the Publisher is solely responsible for any taxes, banking commissions, or currency fees owed as a consequence of this agreement. To ensure proper payment, the Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with the Publisher’s account.

7.2 Liability for Publisher Earnings. The Publisher understands that Adsession acts solely as a third party for Advertisers and that Adsession will only be liable to the Publisher for Publisher Earnings based on payments from Advertisers that it has received without restrictions that constitute immediately available funds to Adsession. The Publisher acknowledges that Adsession will have no liability or obligation to the Publisher for payments due but unpaid from Advertisers. Adsession will make every reasonable effort to timely bill, collect, and clear payment from the Advertisers. Adsession will not be liable for any payment based on (1) any fraudulent Impressions or clicks generated by any person, robot, automated program, or similar device or for fraudulent Impressions or clicks similarly generated on any advertisements, as reasonably determined by Adsession, (2) advertisements delivered to end users whose browsers have JavaScript disabled, or (3) Impressions commingled with a significant number of fraudulent Impressions or fraudulent clicks described in clause (1), or as a result of another breach of this agreement or the AUP by the Publisher. Adsession may withhold payment or charge back the Publisher’s account due to any of the preceding or any breach of this agreement or the AUP by the Publisher. In addition, if the Publisher is past due on any amount owed to Adsession, Adsession may withhold payment until all outstanding payments have been made. Adsession may withhold, stop, or cancel any payments due to Publisher or disclose any information regarding the Publisher if it is required to do so by a court or administrative authority.

7.3 Disputes. If the Publisher disputes any payment made under this agreement, the Publisher shall notify Adsession in writing within 30 days of any such disputed payment. Failure to notify Adsession within 30 days of the disputed payment will constitute a waiver by the Publisher of any claims related to that disputed payment.

8. Advertising Material.

8.1 Adsession JavaScript tag. The Publisher must place the Adsession JavaScript tag on all appropriate pages on the Publisher’s Website. The Publisher shall not alter, sell, or disclose the Adsession JavaScript tag in any way without Adsession’sd written consent. The Adsession JavaScript tag for Advertising Material must not be used on a web page other than one located on an approved Publisher’s Website and must not be distributed or submitted to any newsgroup, email distribution list, chat room, guest books, or other location that Adsession has not approved.

8.2 Recording of Impressions. Adsession is solely responsible for calculating statistics, including Impressions, click-through rate, revenues, and CPM. New York[3] [4]  time will be the time for traffic and tracking purposes. Statistics will be available to the Publisher online in the Adsession Dashboard. The Publisher acknowledges that Adsession’s online statistics might not be 100% accurate and that Adsession may make adjustments to the Publisher’s online statistics. If coding on the Publisher’s Websites generates a substantial number of erroneous Impressions due to a technical problem, including server malfunction, coding alteration, or a mistake in entering code, Adsession may withhold payment on all Impressions and clicks delivered by the Publisher.

8.3 Volume of Impressions. Adsession cannot and does not guarantee any volume of traffic. The number of Impressions might vary from day to day, depending on the performance of the targeted site.

8.4 Ad Serving Platform. Statistics of Impressions and revenues will be provided by Adsession. The Ad Serving Platform governs the terms of this agreement.

9. Advertising Budget.

9.1 The Advertiser shall prepay its advertising budget through a credit card or other acceptable payment method. Advertiser shall pay all charges in Euros or in that other currency as agreed to by the parties.

9.2 Unless the parties agree otherwise in writing, the Advertiser shall pay all charges as set out in the payment terms of the applicable campaign settings, which include applicable taxes. Charges are exclusive of taxes. The Advertiser is responsible for paying all taxes, government charges, and reasonable expenses, including legal fees that Adsession incurs in collecting unpaid amounts. If permitted by law, the Advertiser hereby waives all claims relating to charges (including, but not limited to, claims based on suspected invalid clicks) unless those claims are made within 60 days after the charge. This waiver does not affect the rights of the Advertiser’s credit card issuer). Charges are based solely on Adsession’s Ad Serving Platform measurements, unless agreed otherwise in writing.

9.3 The Advertiser acknowledges that any credit card and related billing and payment information that the Advertiser provides to Adsession might be shared with Adsession’s service providers, including payment processors and credit agencies, solely to check credit, effect payment to Adsession, and service the Advertiser’s account.

9.4 Adsession may withhold deposits or charge the Advertiser’s account due to any breaches of this agreement by the Advertiser. Adsession is not required to extend credit to the Advertiser.

10. Advertiser Refund Policy. No refunds will be made for any delivered Impressions. Once an Advertiser makes an initial deposit, the Advertiser may request a withdrawal of the account balance if the Advertiser is not satisfied with the Platform and is otherwise in compliance with this agreement and the AUP. If the Advertiser’s account balance is less than the minimum withdrawal amount agreed on by the parties, no payment will be made. Advertisers whose accounts are canceled or terminated by Adsession for violating this agreement or the AUP are not entitled to a refund. Withdrawals requested by the Advertiser will be completed within seven days. Adsession does not issue any refunds on credit cards.

11. Publicity. Adsession may use your name and logo in presentations, marketing materials, customer lists, financial reports, and website listings of customers or ads. If you wish to use Adsession’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, you may do so, on condition that the use complies with this agreement.

12. Statements of Fact.

12.1 The Publisher states that the following facts are accurate and will continue to be accurate during this agreement:

(a) all content, products, and services on the Publisher’s Websites are legal to distribute, the Publisher owns or has the legal right to use the preceding, and the preceding does not infringe any copyrights, trademarks, patents, or other intellectual property rights;

(b) the Publisher’s Websites do not contain any material described in section 5 of this agreement or the AUP;

(c) the Publisher’s Websites are free of any “worm,” “virus,” “malware,” or other device that could impair or injure any person or entity;

(d) it conducts its business in compliance with all laws, rules, and regulations;

(e) it has full legal power and authority under its organizational documents to enter into this agreement and to perform the obligations contained in this agreement and the signing of this agreement and the performance of its obligations will not conflict with or cause a breach or violation of any agreement, law, regulation, or other obligation to which it is a party or subject to; and

(f) it respects the prohibition of unsolicited advertisement (spam) when sending Advertising Material by email or by any other equivalent electronic communications means, and it obtains the consent of each recipient before sending emails or electronic communications (if Adsession requests, the Publisher must provide written evidence of that consent).

12.2 The Advertiser states that none of the advertising or Advertising Material:

(a) contains any material that consists of paraphilia or scatological activities;

(b) contains any material that contains child sexual abuse material (CSAM);

(c) contains any material that offers illegal products or services;

(d) promotes incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;

(e) promotes violence, racial intolerance, or advocacy against any individual, group, or organization;

(f) promotes fake documents, copied material, or paper mills;

(g) contains any unauthorized use of nonparty trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark;

(h) promotes drugs or any related paraphernalia;

(i) promotes or facilitates prostitution or sex trafficking;

(j) sells or offers certain weapons, alcohol, tobacco, or any related paraphernalia for sale (advertisements for electronic cigarettes are permitted but cannot contain tobacco);

(k) promotes or tries to profit from human tragedy or suffering;

(l) promotes illegal activities that infringe on the rights of others, including intellectual property rights;

(m) promotes gambling or online betting that allows US registrations where prohibited by local law (any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block prohibited US registrations using geolocation and other advanced risk controls);

(n) promotes gambling websites where regulations forbid those promotions. Any Advertiser wishing to promote a gambling website states that it is legally entitled to promote those gambling sites and that it is entitled, under any regulations, to do so through Adsession Network and in the particular jurisdictions it wishes to advertise. Advertiser also states that Adsession will incur no liabilities in allowing Advertiser to promote the gambling websites. Advertiser states that it is in compliance and aware that certain jurisdictions forbid promoting gambling websites and require that gambling operators hold a license valid in that jurisdiction before allowing users connected from IP addresses belonging to those jurisdictions. Pre-approval received from Adsession will not be construed as Adsession having checked Advertiser’s compliance and will not affect Advertiser’s liability for its failure to comply with the statements set out here;

(o) contains content that targets individuals under 18 years old;

(p) any material that does not respect particular advertising rules added in the Dashboard for specific Publisher’s Websites; and

(q) violates the AUP.

13. Termination; Cancellation.

13.1 Adsession may terminate this agreement or cancel any ad(s) for any reason. Adsession will make reasonable efforts to notify you through email of any such termination or cancellation within a reasonable period.

13.2 If you are an Advertiser, you may cancel any ads or terminate this agreement for any reason by deactivating a campaign in the Dashboard.

13.3 If you are a Publisher, you may cancel or terminate this agreement for any reason by removing the Adsession JavaScript Tag from the Publisher’s Websites.

13.4 Either party may terminate this agreement effective when the non-breaching party notifies the breaching party of occurrence of a breach of any obligation under this agreement and, if that breach is amendable to cure, the breaching party does not cure that breach in the 30 days after the non-breaching party notifies the breaching party of that breach, except that if that breach is amendable to cure but not within 30 days and the breaching party is using reasonable efforts to cure that breach promptly, that breach will not constitute a breach if the breaching party continues to use reasonable efforts to cure it and cures it no later than 60 days after the non-breaching party notifies the breaching party of that breach.

14. Confidentiality.

14.1 You must not disclose Adsession Network Confidential Information without Adsession’s written consent. “Adsession Network Confidential Information” includes (1) all Adsession Network software, technology, programming, technical specifications, materials, guidelines, and documentation you learn, develop, or obtain that relate to the Adsession Network, (2) click-through rates or other statistics provided to you by Adsession, and (3) any other information designated in writing by Adsession as “confidential” or any designation to the same effect. Adsession Network Confidential Information does not include information that has become publicly known through no breach by you or Adsession, or information that has been (1) independently developed without access to Adsession Network Confidential Information, as evidenced in writing, (2) rightfully received by you from a nonparty, or (3) required to be disclosed by law or by a government body.

14.2 The Publisher acknowledges that Adsession might be ordered by a government body to disclose information regarding the services being provided to the Publisher or to disclose the Publisher’s identity under certain circumstances and specifically where the Publisher’s Websites contain or link to unauthorized copyrighted materials from nonparties. Adsession may disclose that information on receiving a request for disclosure from a government body that Adsession reasonably considers as being competent to issue such a request.

15. Data Protection.

15.1 Each party shall include conspicuously on its websites a privacy policy that describes how that party collects, uses, stores, and discloses users’ personal data if any is collected, including, without limitation, email addresses, and instructs users how to opt-out of those practices.

15.2 We have a Privacy Policy on our website that explains how we use personal data that you provide to us or that we gather from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records and how to request that we stop all contact with you. Please read the Privacy Policy carefully because once you use our services, you will be regarded as having read and accepted its terms.

15.3 In accordance with our Privacy Policy, Adsession may transfer your personal data to providers who require access to your personal data to provide the services that Adsession has requested from them, and with whom Adsession has entered into confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by Adsession are located in countries that do not have a data protection regulation equivalent to the European Union. These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding your privacy, you may contact Adsession at the electronic or postal addresses indicated in the Privacy Policy.

15.4 The Publisher’s privacy policy available to end users must disclose that nonparty advertisers may place cookies on the browsers of visitors to the Publisher’s Websites. In accordance with EU Directive 2002/58/EC as amended by Directive 2009/136/EC, Publishers must provide end users with clear and comprehensive information regarding any devices (including cookies or local shared objects) in use on their websites for storing information in the user’s terminal equipment or retrieving already stored information from that terminal equipment. Publishers must also implement an opt-in system that ensures that prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end user’s terminal equipment. The Publisher shall disclose detailed information on the Publisher Websites regarding the cookies being placed by Adsession on the browsers of visitors to the Publisher’s Websites.

15.5 Each party states to the other that, during this agreement, it will comply with all rules and regulations governing privacy and data protection.

16. No Guarantee. Adsession is not making any guarantee about the level of Impressions or clicks on an ad, the timing of delivery of Impressions or clicks, the completion of referral events, or the amount of any payment to be made to you under this agreement. You acknowledge that past ad performance does not guarantee or suggest similar future performance. You further acknowledge that sophisticated click fraud exists, is not preventable, and that new methods might come into existence.

17. Warranty Disclaimers.

17.1 Adsession has no special relationship with or fiduciary duty to you and has no control over, and no duty to take any action regarding, any of the following: (1) which users gain access to the website, services, or the Platform; (2) what content you access or receive through the website or services; (3) what content other Advertisers and Publishers may make available, publish, or promote in connection with the Adsession Network; (4) what effects any content might have on Advertisers or Publishers or their users or customers; (5) how you or your users or customers might interpret, view, or use the content of the website; (6) what actions you or your users or customers might take as a result of having been exposed to any content; or (7) whether the content is being displayed properly in connection with the Adsession Network.

17.2 If you are a Publisher, you acknowledge that Adsession has no control over (and is merely a passive conduit for) any content that might be submitted or published by any advertiser, and you are solely responsible (and assume all liability and risk) for determining whether that content is appropriate or acceptable to you. If you are an Advertiser, you acknowledge that Adsession has no control over any content that might be available or published on any Publisher’s Website (or otherwise), and you are solely responsible (and assume all liability and risk) for determining whether that content is appropriate or acceptable to you. You hereby release Adsession from any liability relating to your acquisition (or failure to acquire), provision, use, or other activity regarding content in connection with the Adsession Network. The Adsession Network might contain, or direct you to sites containing, information that some people might find offensive or inappropriate. Adsession is not making any statement concerning any content contained in or accessed through the Adsession Network, and Adsession will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Adsession Network.

17.3 The Adsession Network, the Ad Serving Platform, and the services are provided “as is” and Adsession is not making any warranty, whether express, implied, statutory, or otherwise. Adsession is not making any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. Nor is Adsession making any warranty arising from course of dealing, usage, or trade practice. Adsession is not making any warranty that the Adsession Network, the Ad Serving Platform, the services, or any products or results of the use of the preceding, will meet your or any other person’s or entity’s requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any nonparty’s software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected.

18. Indemnification. You shall indemnify Adsession and its officers, directors, employees, agents, affiliates, successors, and assigns against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys’ fees, arising from any nonparty claim, suit, action, or proceeding (1) that the Advertising Material is defamatory or infringes or misappropriates that nonparty’s intellectual property rights, (2) that a Publisher’s Website contains material that is defamatory or infringes or misappropriates that nonparty’s intellectual property rights, or (3) based on your (A) negligence or willful misconduct or (B) your use of the Adsession Network or the Ad Serving Platform in a manner not authorized by this agreement or the AUP.

19. Limitation of Liability. Adsession will not be liable under or in connection with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any (1) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, (2) increased costs, diminution in value or lost business, production, revenues, or profits, (3) loss of goodwill or reputation, (4) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security, or (5) cost of replacement goods or services, in each case regardless of whether Adsession was advised of the possibility of those losses or damages or those losses or damages were otherwise foreseeable. Adsession’s aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise will not exceed the total amounts paid to Adsession if you are an Advertiser or paid by Adsession if you are a Publisher under this agreement in the 12-month period preceding the event giving rise to the claim or €250, whichever is greater.

20. Amendments. Adsession may amend this agreement on one or more occasions and the modified terms become effective on posting. You will be notified of amendments through the Dashboard and required to accept the amendments before you can continue to use the Platform. You are responsible for reviewing and becoming familiar with any such amendments.

21. Governing Law. Cyprus law governs all adversarial proceedings arising out of this agreement or the Platform.

22. Equitable Remedies. Each party acknowledges that (1) breach by either party of that party’s obligations under this agreement has the potential to cause irreparable harm for which damages would be an inadequate remedy and (2) if any such breach occurs or is threatened and might cause irreparable harm, each party would want a court to grant the other party an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.

23. Arbitration. As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the Platform (other than any proceeding brought by a party seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under section 22), a party may demand that the dispute be resolved by arbitration administered by International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Any arbitration commenced in accordance with this section 23 must be conducted by one arbitrator in English. Any arbitration commenced in accordance with this section 23 must be conducted virtually by Zoom (or similar video conferencing technology), or in Cyprus if virtual arbitration is not technically feasible. The arbitrator must not award punitive damages in addition to compensatory damages. Each party hereby waives any right to recover any such damages in any arbitration.

24. Jurisdiction. If either party commences a proceeding seeking an injunction, a restraining order, or other equitable remedy to which that party is entitled under section 22, that party may bring that proceeding only in a court of Cyprus. Each party hereby waives any claim that any proceeding brought in accordance with this section 24 has been brought in an inconvenient forum or that the venue of that proceeding is improper.

25. Recovering Expenses. In an adversarial proceeding between the parties arising out of this agreement or the Platform, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 25, “Prevailing Party” means the party that recovers greater relief in those proceedings. If any such proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the Prevailing Party in those proceedings.

26. Timit Limit. Apart from proceedings arising from a claim under section 18, neither party may bring adversarial proceedings to resolve any dispute arising out of this agreement or the Platform more than 12 months after the date that dispute arose.

27. Miscellaneous. This agreement constitutes the entire understanding between the parties regarding the Platform. Each party acknowledges that because it has not relied on, and will not be relying on, any statements made by the other party regarding the Platform, it will have no basis for bringing any claim for fraud in connection with any such statements. Any notices to us must be sent to our corporate headquarters address available at [26 Othellou, Strovolos, Nicosia, 2018, Cyprus] and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given on receipt by us. Notwithstanding the preceding, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. The invalidity, illegality, or unenforceability of any provision in this agreement does not affect any other provision in it or the validity, legality, or enforceability of that provision in any other jurisdiction. Any failure to act by us regarding a breach of this agreement by you or others does not constitute a waiver and will not limit our rights regarding that breach or any subsequent breaches. This agreement is personal to you and must not be assigned or transferred for any reason without our prior written consent and any action or conduct in violation of the preceding will be void. We may assign this agreement and delegate any of our obligations under it.