Effective Date: April 8, 2014
you authorize us to place your advertising materials (“ads”) on the website. You are solely responsible for all: (i) creative development and technology related to your ads, (ii) ad trafficking or targeting decisions, (iii) landing pages to which your ads direct users along with the related urls and redirects (“destinations”) and (iv) your services and products advertised on such destinations. In our sole discretion, we may make available to you certain optional services to assist you with the selection and generation of ads. In that event, you are not required to authorize use of these optional services and, as applicable, may opt-in to or opt-out of using the optional services. We may reject or remove a specific ad at any time for any or no reason. We may modify or cancel services at any time without prior notice to you.
from time to time, we may, in our sole discretion, partner with other service providers (“partners”) to provide the services. Such partners may include, by way of example only, vendors such as google, yahoo, and/or microsoft, and/or their partners, agents and affiliates. You agree that, as an advertiser on such partner’s network, sites or systems, you will comply with any such partner’s terms of service. You hereby acknowledge and agree that the terms of this section are a material condition prerequisite to entering into this agreement.
E. Prohibited acts
you will not provide us with ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any website security measure. We may suspend your permission to utilize the services immediately in the event that any of your ads breaches this provision of the agreement.
either party may cancel any ad at any time before the placement of such ad on the website. If you cancel an ad after the placement of such ad, then you may be responsible for a cancellation fee. Cancelled ads will generally cease serving within 2 business days, and you will remain obligated to pay any fees based on conversion resulting from served ads. You must effect cancellation of ads (i) online through your account if the functionality is available, (ii) if this functionality is not available, with notice to us via email to your account representative or (iii) if you do not have an account representative, with notice to us via email to firstname.lastname@example.org. It is your sole responsibility to cancel ads once submitted to us, and you will not be relieved of any payment obligations under this agreement by canceling an ad by any means not described in this section.
you warrant that: (a) you hold, and hereby grant to us, all rights in your ads and destinations, and (b) all information and authorizations provided by you are complete, correct and current. You authorize us to automate retrieval and analysis of destinations for the purposes of providing the services. You further warrant that you are authorized to act on behalf of yourself individually or on behalf of your company, partnership or corporation, as relevant.
you agree to pay all charges incurred in connection with the services, in immediately available funds or as otherwise approved by us, within thirty (30) days of receipt of any invoice from us. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). All charges are exclusive of taxes. You agree to pay (i) all taxes and other government charges, and (ii) reasonable expenses and attorneys’ fees we incur in collecting late payments. Charges are solely based on our measurements for the services and, where applicable, on clicks or impressions as calculated by us. Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under this agreement against any other payment to be made under this agreement. We may, in our sole discretion, extend, revise or revoke credit at any time, and we are not obligated to deliver any ads in excess of any credit limit. If we do not deliver ads as agreed hereunder, then your sole remedy is to make a claim for advertising credits within ninety (90) days of such failure (“claim period”). You understand that third parties may generate impressions or clicks on your ads for prohibited or improper purposes, and that we will not be responsible for such third-party action. To the fullest extent permitted by law, (a) you waive all claims relating to any service charges unless a claim is made within the claim period and (b) the issuance of advertising credits (if any) is at our reasonable discretion and if issued, must be used by the use by date.
rka expressly reserves the right to change the pricing of its services at any time and for any reason, without prior notice to you.
each party on behalf of itself and its affiliates disclaims all implied warranties, including without limitation for non-infringement, satisfactory quality, merchantability and fitness for any purpose. To the fullest extent permitted by law, the services are provided “as is” and at your option and risk and we make no guarantee in connection with the services nor promise any results.
K. Limitation of liability
to the fullest extent permitted by law regardless of the theory or type of claim: (a) no party or its affiliates may be held liable under this agreement or arising out of or related to performance of this agreement for any special or consequential damages, even if the party is aware or should know that such damages are possible and even if direct damages do not satisfy a remedy; and (b) other than your payment obligations under this agreement, no party may be held liable for damages under these terms or arising out of or related to performance of these terms for any given event or series of connected events in the aggregate of more than the amount payable to rka by you under the terms of this agreement in the thirty (30) days before the date of the activity first giving rise to the claim.
you agree to defend, indemnify and hold harmless rka, its partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to your ads, destinations, your use of the services, or any breach of this agreement by you. Partners are intended third party beneficiaries of this section.
either party may terminate this agreement at any time with notice to the other party, but (i) ads not cancelled under section f and new ads may be run and reserved and (ii) continued use is, in each case, subject to our then-standard terms and conditions for the services available on the website. We may suspend your ability to use the services at any time. In all cases, the running of any ads after termination is in our sole discretion.
N. Consumer rights information california civil code § 1789.3
if this site charges for services, products, content, or information, pricing information will be posted as part of the ordering process for this site. We maintain specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with california civil code § 1789.3. All correspondence should be addressed to our agent for notice at the following address:
Notification of consumer rights complaint or pricing inquiry:
RKA Infotech, LLC
1319 s. International parkway, suite 1191
lake mary, fl 32746
You may contact us with complaints and inquiries regarding pricing and we will investigate those matters and respond to the inquiries.
The complaint assistance unit of the division of consumer services of the department of consumer affairs may be contacted in writing at 1020 n. Street, #501, sacramento, ca 95814, or by telephone at 1-916-445-1254.
except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this agreement or a breach thereof will be submitted to and finally resolved by arbitration under the rules of the american arbitration association (“aaa”) then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with aaa rules. The arbitration will take place in orlando, florida, usa, and may be conducted by telephone or online. The arbitrator shall apply the laws of the state of florida, usa, to all issues in dispute. The controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator will be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the united nations convention on the recognition and enforcement of foreign arbitral awards. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $1000.00.
P. Jurisdiction and venue
the courts of seminole county in the state of florida, usa, and the nearest u.s. District court in the state of florida will be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this agreement.
Q. Controlling law
this agreement will be construed under the laws of the state of florida, usa, excluding rules regarding conflicts of law. The application of the united nations convention of contracts for the international sale of goods is expressly excluded.
R. Intended for use only within the united states
the website and the services are intended for use only from within the united states. We do not represent that this site is appropriate for use elsewhere. Access to this site from locations where its contents is illegal is not authorized.
if any provision of these terms is declared invalid or unenforceable, such provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of these terms, and these terms will continue in full force and effect, and be construed and enforced, as if such provisions had not been included, or had been modified as above provided, as the case may be.
T. Force majeur
we shall not be liable for damages for any delay or failure of delivery of the services arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, acts of god, acts of civil or military authority, fires, riots, wars, embargoes, internet disruptions, hacker attacks, or communications failures.
nothing in these terms will limit a party’s ability to seek equitable relief. These terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. No party may make any public statement regarding the relationship contemplated by this agreement, except for: statements regarding matters that are in the public domain; disclosures required to be made by law. All notices must be in writing and addressed to the other party’s party's primary contact. The address for all notices being sent to us is:
RKA Infotech, LLC
1319 s. International parkway, suite 1191
lake mary, fl 32746
Notice will be treated as given on receipt. These notice requirements do not apply to legal service of process, which is instead governed by applicable law. Except for modifications to this agreement by rka, all amendments must be in writing, agreed to by both parties, and expressly state that it is amending this agreement. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement. Neither party may assign any part of this agreement without the written consent of the other party, except that rka may assign its rights to a partner. Any other attempt to transfer or assign is void. Except as expressly listed herein, there are no third-party beneficiaries to this agreement. This agreement does not create any agency, partnership or joint venture between the parties. If the services are terminated under this agreement for any reason by either party, the remainder of the agreement shall remain in full force and effect.