These Comrade Advertiser Terms (the “Terms”) are entered into between Comrade Technologies Inc, a company incorporated under the laws of Delaware, United States, bearing the Delaware State File Number: 3973687 and having its registered address at 16192 Coastal Highway, Lewes, Delaware 19958, USA  (“Comrade”) and the entity or person executing these Terms or accepting these Terms electronically (the “Client”).

Client’s participation in Comrades’s advertising products (the “Products”) are governed exclusively by these Terms. These Terms also apply to Client’s use of the Products - including to Client’s creation, submission and/or delivery of any advertising or other commercial content through the Comrade digital platform ( the “Platform”), and any order placed by the Client through the Platfrom (“Order”). As such, Client must read these Terms carefully as they affect its rights and obligations at law. 

Comrade and the Client shall hereinafter be collectively referred to as the “Parties” and each one as a “Party”, as the context shall require.

In consideration of the foregoing, the Parties hereby agree:

1. Products

   1. Client may purchase any of the Comrade Products by placing an Order through the Platform. When placing an Order, Client shall indicate the type of Product it wants to purchase, the amount it wishes to spend as well as trafficking or targeting decisions related to the Ads (“Targets”) and destinations to which Ads direct viewers, along with related URLs, waypoints and redirects (“Destinations”).
   2. When the Client places an Order with Comrade, whether through the Platform or otherwise, it irrevocably authorises Comrade to place Client’s advertising materials or content (“Ad”) on the Platform and further authorises Comrade and its partners to use automated tools to format Ads and communicate them to the public.
   3. In the event that Comrade accepts the Client Order, Comrade will deliver Client Ads through the Platform and will use its best endeavours to communicate such Client Ads to the Targets selected by Client, although Comrade cannot guarantee that Ads will reach their intended Targets or reach the Client’s desired outcome, in every case.
   4. Comrade may in its absolute discretion, reject an Order for any reason whatsoever.
   5. Client is solely responsible for all (i) Ads, (ii) Targets, (iii) Destinations and (iv) products and/or services advertised on Destinations or through Ads.
   6. Comrade may, in its absolute discretion reject or remove a specific Ad, Target or Destination, at any time for any or no reason, and may furthermore modify or cancel the Order at any time.

2. Compliance

   1. Client is solely responsible for its use of the Products and such use of the Products by the Client, including all Client Ads, Targets and Destinations, must comply with applicable laws, regulations and guidelines, as well as any and all Comrade policies which are made available further below and can be modified from time to time (“Policies”).
   2. Client shall not, and shall not authorise any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) use any text and data mining, or any automated means or form of scraping or data extraction to access, query or otherwise collect Comrade advertising-related information from the Platform, (iv) attempt to disrupt the Products or the Platform; (v) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which Ads are displayed, placed or otherwise made available; (vi) violate any technical specifications posted on any Product or the Policies; or (vii) engage in any other illegal or fraudulent business practice under the laws of any state where an Ad is made available.
   3. Should Client fail to comply with clause 2.1 or 2.2, it may result in a variety of consequences, including cancellation of Client Ads and termination of Client’s use of the Products and Platform.

3. Payments

   1. Client will pay for Orders, along with any applicable taxes, immediately upon Comrade’s acceptance of the Order, using payment methods approved by Comrade for that Client (as may be modified from time to time).
   2. By placing an Order, Client authorises Comrade to obtain Client’s personal and/or business credit report from a credit bureau, either at the moment an Order is placed or any time thereafter.
   3. For invoicing accounts, if payment is not made by its stipulated due date, Comrade may charge interest at the rate of eight per cent (8%) per annum from the due date until the date of actual payment, whether before or after judgment. Client shall furthermore be responsible for reasonable expenses together with legal and other professional fees incurred by Comrade in collecting late payments that are not disputed in good faith.
   4. All stipulated charges for the Products are exclusive of taxes (including VAT). If Comrade is obliged to collect or pay taxes, the taxes will be invoiced to Client, unless Client provides Comrade with a timely and valid tax exemption certificate authorised by the competent tax authority. Client is solely responsible for bearing and remitting any taxes that apply to its Orders placed through the Platform and shall indemnify and hold Comrade harmless from any against any claim arising out of its failure to do so.
   5. Client shall be solely responsible for maintaining the security of its Platform account, and shall furthermore be responsible for any payments due to Comrade for any Orders placed through the Client’s Platform account.
   6. No Party may offset any payment due under these Terms against any other payment to be made under these Terms.
   7. In the event that: (i) Comrade delivers Ads but does not deliver those Ads to the Targets or Destinations indicated or selected by the Client; or
      (ii) Third parties generate impressions or clicks on Client’s Ads for prohibited or improper purposes, Client’s sole remedy is to claim Ad credits (“Credits”) within the 30 days from the date the Ad is published (“Claim Period”) , after which Comrade will issue Credits following claim validation, which Credits must be used by the stipulated date indicated in any such Credits (“Use Date”).
   8. TO THE FULLEST EXTENT PERMITTED BY LAW: (A) CLIENT WAIVES  ANY AND ALL CLAIMS RELATING TO ANY ORDER PAYMENTS UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD; AND (B) THE ISSUANCE OF CREDITS (IF ANY) IS AT COMRADE’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE STIPULATED USE DATE.
   9. Client acknowledges and agrees that any account, credit card and related billing and payment information which Client provides to Comrade may be shared by Comrade with any of its service providers who work on its behalf for the purposes of debt collection, performing credit or due diligence checks, processing payments and/or servicing Client's Platform account.
   10. Unless a Policy or the Platform provide otherwise, either Party may cancel any Order at any time, however, Ads may run if campaigns are not paused or deleted after notification of cancellation of an Order. The Client shall remain responsible and obliged to pay all charges related to published Ads.
   11. Client must effect cancellation of Ads: (i) online through Client’s account on the Platform, if the functionality is available; and (ii) if such functionality is not available, with notice to Comrade via the support form.

4. Unavailability and Interruption

   1. Comrade may periodically be required to carry out tests or maintenance to the Platform or Products, in order to improve their effectiveness, which tests or maintenance may require the interruption or unavailability of the Platform. Comrade reserves  the right to interrupt or suspend the availability of its Platform or Products in its reasonable discretion and in such cases shall not be responsible towards the Client for any damages, whether direct or indirect, including without limitation consequential damages, lost profits, lost data, or business interruption.
   2. Scheduling of delivery of Ads is subject to availability and may not be continuous.
   3. The Platform and Products are made available to the Client on an “as is” basis with all faults and without warranty of any kind to the full extent permissible by applicable law and, in particular, but without limitation, Comrade expressly disclaims any representation or warranty that the Platform or Products will be error-free, timely or uninterrupted.

5. Warranty, Rights and Obligations

   1. Each Party warrants to the other that it will use reasonable skill and care in complying with its obligations under these Terms.
   2. Client warrants that: (a) Client holds, and grants Comrade the rights in Ads, Destinations, and Targets for Comrade to execute an Order through the Platform and to provide its services under the Products and (b) all information and authorisations provided by or on behalf of Client are complete, correct and up-to-date; and (c) that Ads, Targets or Destinations will not: (i) violate or encourage violation of any law or applicable regulation or advertising standards code of practice in any jurisdiction; or (ii) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening or defamatory.

6. Disclaimers

   1. No conditions, warranties or other terms apply to the Platforms or the Products or to any other goods or services supplied by Comrade under the Terms, unless as expressly stipulated herein.
   2. To the fullest extent permitted by law, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformity with description).
   3. Nor Comrade nor its partners make any guarantee in connection with the Platform, Products, Ads or their results.
   4. To the fullest extent permitted by law, Comrade makes no promise to inform Client of any defects or errors with the Products or Platform, whether known or unknown.

7. Limitation of Liability

   1. Nothing in the Terms will exclude or limit either Party’s liability:
      (a) for death or personal injury resulting from the negligence of either Party or their officers, agents or employees; (b) for fraud or fraudulent misrepresentation; (c) under Clause 8 (Indemnity); (d) for Client’s breach of Clauses 2(2), 5(2)(c), 12(7) or the last sentence of Clause 1; (e) for payment of sums properly due and owing to the other in the course of normal performance of the Terms; or (f) for anything which cannot be excluded or limited by law.
   2. Neither Party shall be liable towards the other Party under or in connection with these Terms, whether in contract, tort or otherwise, including, without limitation, negligence or otherwise, for any: (a) loss of profit; (b) loss of anticipated savings; (c) loss of business opportunity; (d) loss of or corruption of data; (e) loss or damage resulting from third party claims; or (vi) indirect or consequential losses; suffered or incurred by the other Party (whether or not such losses were foreseeable at the date these Terms were accepted by Client).
   3. Without prejudice to clauses 7.1 and 7.2 above, each Party's aggregate liability to the other arising from any given event or series of connected events under or in connection with the Terms, shall be limited to the amount paid or payable by Client to Comrade under the Terms in the six months immediately preceding the month in which the event (or first in a series of connected events) occurred.

8. Indemnity

   1. Client assume all risks and responsibility for its use of the Platform and for all Orders placed by Client, including for Ads, Targets and Destination and agrees to indemnify, defend and hold harmless Comrade, its employees, officers and agents, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, fees (including reasonable legal fees) and expenses incurred in, arising out of or in any way related to your Client’s breach of the Terms or the Policies, or Client’s use of the Platform, or any of Client’s other acts or omissions related thereto.

9. Modification and Termination

   1. Comrade shall provide advance notice of any material changes to these Terms.
   2. Any modification or alteration of the Terms shall not apply retroactively and will become effective immediately upon publication.
   3. Either Party may terminate these Terms at any time immediately upon notice to the other Party. The running of any Client Ads after termination is in Comrade’s sole discretion. In the event of ongoing or pending Client Ads at the moment of termination, clauses 3.10 and 3.11 shall apply.
   4. Comrade may suspend Client’s ability to use the Platform or the Products at any time, for good and sufficient cause, including without limitation, in the event of default in payment, payment issues, suspected or actual violation of the Policies or these Terms, by the Client.
   5. Upon termination by either Party, any pending Credits pertaining to the Client and still within their Claim Period upon termination, shall be refunded to the Client.

10. Notices

    1. All notices to Client shall be sent in writing to the email address associated with Client’s Platform account.
    2. Any notices by the Client to Comrade shall be sent in writing to Comrade through the support form or any other method made available by Comrade.
    3. Notice will be treated as given on receipt, as evidenced by written or electronic means.
    4. This clause shall not apply to the service of judicial documents, with the latter being governed by applicable law.

11. Applicable Law

    1. These Terms are subject to the laws of the Republic of Malta and any dispute arising in connection with these Terms, the Platform, the Products or any Orders or Ads  (whether contractual or non-contractual) shall be subject to the exclusive jurisdiction of the Courts of the Republic of Malta.

12. Miscellaneous

    1. Client may not transfer any of its rights under these Terms to any other person without Comrade’s prior written consent.
    2. Comrade may transfer its rights under these Terms to another person or entity.
    3. Except for payment obligations, no Party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    4. If any provision or term of these Terms shall become or be declared illegal, invalid or unenforceable for any reason whatsoever such term or provision shall be enforced to the maximum extent possible and reformed without further action, to the extent necessary to make such provision valid and enforceable.
    5. These Terms constitute the entire agreement and understanding between Comrade and the Client concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings or arrangements relating to the subject matter hereof.
    6. Nothing in these Terms shall constitute or be deemed to constitute a partnership, agency or joint venture between Comrade and the Client, nor shall it constitute or be deemed to constitute either Party as the agent of the other for any purpose whatsoever and neither Party shall have the authority or power to bind the other or to contract in the name of or create a liability against the other, except as expressly set out herein.
    7. Client may not make any public statement regarding the relationship contemplated by these Terms, except as may be required by law.
    8. Unless otherwise agreed in writing, Comrade’s failure to exercise any right or remedy available to it under these Terms, or any delay to so exercise any such right or remedy shall not operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
    9. Except for modifications to these Terms by Comrade under Clause 9, any amendment must be agreed to by both Parties in writing and must expressly state that it is amending these Terms.

13. Policies

    Prohibited content

    1. Inappropriate content
       The promotion of websites that display shocking content or promote hatred, bullying, animal cruelty, self-harm, intolerance, violence, or discrimination is prohibited.
    2. Dangerous products or services
       The promotion of drugs, weapons, ammunition, explosive materials, fireworks, tobacco or any products that can cause damage, harm, or injury is prohibited.
    3. Counterfeit goods
       Comrade prohibits the sale or promotion for sale of counterfeit goods and services.
    4. Harmful content
       The promotion of hacking software and instructions, viruses, counterfeit money, illegal services, fake documents, academic cheating services is prohibited.

    Restricted content

    5. Alcohol
       Advertising of alcoholic products is prohibited in certain countries and territories.
    6. Gambling
       We support responsible gambling. Gambling advertising is only allowed if advertisers obtain a legal licence in the territories they wish to advertise in.
    7. Copyrights
       Unauthorized use of copyrighted content is prohibited unless the advertiser is legally authorized to use the copyrighted content.
    8. Political content
       Political advertising needs to comply with local campaign and election laws for any areas they target.