AdCel.co — Terms & Conditions

Mobile Application User License Agreement

This Mobile Application User License Agreement ("Agreement") is a binding agreement between you ("User" or "you") and AdCel LLC ("Company"). This Agreement governs your use of Your Application, (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY DOWNLOADING AND INSTALLING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL THE APPLICATION.

1. License Grant.

AdCel’s services (collectively, the “Services”) are providing advertising information relating to Products in the form of text and/or graphic blocks or video containing, in each case, a direct hypertext link to the Target dedicated to the particular Advertiser’s Product in the relevant App Store, placed on the Advertising Platforms by the Partner by means and with help of the Code, accessible and "clickable" only via mobile telecommunication networks and only with help of mobile devices (PDAs, tablet PCs, smartphones, cellular phones and other similar devices). AdCel provides the Services through the Application.
Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to download, install and use the Application for your personal, non-commercial use on a website or mobile platform owned or otherwise controlled by you ("Platform") strictly in accordance with the Application's documentation.

2. License Restrictions.

Licensee shall not:

copy the Application, except as expressly permitted by this license;
modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.

3. Reservation of Rights.

You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information. You acknowledge that when you download, install or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Platform and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy https://adcel.co/privacy. By downloading, installing, using and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

4. Content and Services.

You acknowledge that the Company collects certain data from the end user, as detailed below, and it is YOUR responsibility to obtain applicable user consent for the collection and share of such data.

The Application may provide you with access to Company's website located at https://www.adcel.co (the "Website") and products and services accessible thereon, and certain features, functionality and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Use and Privacy Policy located at https://adcel.co/terms and https://adcel.co/privacy which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.

5. Fees and Payments.

Some of the Services, including use of the Application, require payment of fees. AdCel reserves the right to change its price list and to institute new charges at any time, upon prior notice to User, which may be sent by email or posted on the Site.

User-Advertiser

If User is an Advertiser, User shall pre-pay all applicable fees together with any applicable taxes, as described on the Site, in connection with such Services selected by User.

User-Publisher

If User is a publisher, User shall receive a percentage of the Net Revenue of advertisements associated with User's use of the Services as solely determined by AdCel. You understand that, pursuant to the terms of this Agreement, AdCel LLC has entered into agreements with advertisers located in the United States of America and outside the United States of America. AdCel LLC is procuring and is responsible for payment of the services of publishers for itself and other companies, including AdCel-related companies. Further, you understand that all payments to publishers will be made by AdCel or its affiliates, and the cost of Net Revenue due to publishers will be borne by AdCel or other company responsible for the relevant advertising campaign.

For the purposes of this clause 5, “Net Revenue" shall mean revenues actually received by AdCel from the sale, use or other disposition of advertisements displayed on Publisher's Mobile Property less sales, use, value added and excise taxes, less any agency commissions, carrier and/or partner fees, and less any allowances actually made or taken for returns, cash discounts or promotional allowances and excluding other revenues indirectly earned, if applicable, for consulting, planning and targeting, copywriting, site building, account management or technical modifications or technical innovations which may be charged by AdCel to third parties from time to time.

Users are paid under either Net 60 or Net Zero payment terms. Under Net 60 payment terms, User shall receive a percentage of the Net Revenue of advertisements associated with User's use of the Services as solely determined by AdCel, no earlier than sixty (60) calendar days after AdCel receives such Net Revenue. The portion of Net Revenue received by User shall be determined on the first Monday of each calendar month, on which day those revenues accrued to User's account sixty (60) or more calendar days earlier shall become eligible to be paid.

Users shall be paid under Net 60 payment terms unless they qualify for Net Zero payment terms. In order for a User to qualify for Net Zero payment terms, User must submit to a thirty (30) day trial period (the “Trial Period”) in which its traffic quality will be evaluated. At the end of the Trial Period, if User's traffic quality is satisfactory, AdCel may notify User that it qualifies for Net Zero payment terms. If AdCel deems that the User's traffic is not satisfactory during the Trial Period, then at AdCel’s sole discretion, AdCel reserves the right to rescind and/or terminate its business relationship with User and/or terminate any User's Net Zero payment terms. Notwithstanding the aforementioned, AdCel has the sole discretion to terminate any User's Net Zero payment terms at any time.

Under Net Zero payment terms, User shall receive a percentage of the Net Revenue of advertisements associated with User's use of the Services as solely determined by AdCel, within two (2) business days of AdCel receiving such Net Revenue, or as soon thereafter as commercially reasonable.

Under both Net 60 and Net Zero payment terms, payments to Users shall be sent by AdCel only if User's earned balance is greater than or equal to One Hundred Dollars, US ($100.00 USD) for PayPal and Intercash payments, and balance is greater than or equal to Five Hundred Dollars, US ($500.00 USD) for wire transfers. Under Net 60 payment terms, if User's earned balance is less than One Hundred Dollars, US ($100.00 USD) for PayPal and Intercash payments or less than Five Hundred Dollars, US ($500.00 USD) for wire transfers, no payment shall be sent until the following calendar month, on the first Monday of which AdCel shall make the aforesaid determination anew. Under Net Zero payment terms, payment shall be sent to User once the earned balance is more than One Hundred Dollars, US ($100.00 USD) for PayPal and Intercash payments or more than Five Hundred Dollars, US ($500.00 USD) for wire transfers.

Unless otherwise agreed to, all payments will be made in $USD.

Under both Net 60 and Net Zero payment terms, all payments will be calculated solely based on AdCel's accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by AdCel in its sole discretion. Invalid activity is determined by AdCel in all cases and includes, but is not limited to, (i) spam, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money and false representation; (iii) clicks or impressions co-mingled with a significant amount of the activity described in (i and ii) above, or (iv) any breach of this Agreement by User. In the event that AdCel has made any payment to User and any amount of said User’s activity is determined to be invalid, said User will refund to AdCel any monies attributable to such Invalid Activity. Said User will refund to AdCel any monies attributable to such Invalid Activity within five (5) business days after receiving such notification from AdCel of AdCel’s determination that some or all of the activity is invalid.

If User disputes any payment made in connection with the Services, User must notify AdCel in writing within thirty (30) calendar days of any such payment. Failure to so notify AdCel shall result in the waiver by User of any claims related to such disputed payment. To ensure proper payment, User is solely responsible for providing and maintaining accurate contact and payment information associated with User's account. User agrees to pay all applicable taxes or charges imposed by any government entity in connection with User's use of the Services and agrees to indemnify and hold AdCel and its employees, affiliates and representatives harmless from any such taxes.

6. Updates.

Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Platform settings, when your Platform is connected to the internet either:

the Application will automatically download and install all available Updates; or
you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

From time to time, AdCel may also offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at AdCel’s sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.

7. Third Party Materials.

The Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

8. Term and Termination.

The term of Agreement commences when you download and install the Application/acknowledge your acceptance] and will continue in effect until terminated by you or Company as set forth in this Section 8.
You may terminate this Agreement by deleting the Application and all copies thereof from your Platform.
Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
Upon termination:

all rights granted to you under this Agreement will also terminate; and
you must cease all use of the Application and delete all copies of the Application from your Platform and account.

Termination will not limit any of Company's rights or remedies at law or in equity.

9. Disclaimer of Warranties.

THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. Indemnification.

You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that AdCel LLC assumes no responsibility for the content you submit or make available through this Application.

12. Export Regulation.

The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.

13. US Government Rights.

The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

14. Severability.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

15. Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted in the state or federal courts located in Los Angeles County, California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16. Limitation of Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.]

17. Entire Agreement.

This Agreement, the Terms of Use, Copyright Policy and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

18. Waiver.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

19. Amendments.

The Parties agree that any amendments or modifications to this Agreement shall be deemed null and void unless such amendments and modifications are in writing, specifically refer to this Agreement, and are signed by authorized representatives of all Parties.