Brokerad.co Terms of Use Agreement

Please read this Terms of Use Agreement (“Terms of Use”) before using the Services. References to “we,” “our,” “us” or “Brokerad” herein refer to Brokerad, a London UK company, and our service providers and designees as deemed appropriate by us.

This Terms of Use governs your use of Brokerad,  website and related software, features, content, interfaces and services for developers and advertisers (collectively the "Services").

1. Use of Services and registration

1.1 By using the Services you agree to these Terms of Use. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the Terms of Use without prior notice. Modifications shall become effective immediately upon being posted at Brokerad.co.uk website. Your continued use of the Services after amendments are posted constitutes an acknowledgement and acceptance of the Terms of Use and its modifications.

1.2 In order to use the Services, you are required to become a member (“Member”). In order to become a Member you represent, warrant and covenant that you provided Brokerad with accurate, truthful, and complete registration information (including, but not limited to your name, the name of the agency, advertiser or publisher you represent (your “Company”), domain name of your Company and your e-mail address. Brokerad may require you to sign additional agreements or forms in order to become a Member. Furthermore, Brokerad has no obligation to accept applications to become a Member. Upon acceptance of your application you will be assigned with a user name and password that will allow you to access the Services (“User Name” and “Password”, respectively) and will become a Member. It is your obligation to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your User Name and Account (as defined below). You agree that you will not share your Password and User Name with any third party except as otherwise set forth in these Terms of Use.

1.3 If you are registering on behalf of your Company, you represent that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Services. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited.

1.4 As a Member you may use your Brokerad account for the sole purpose of running and managing campaigns and purchasing Services (the “Account”). By using an Account you represent, warrant and covenant that you provide Brokerad with accurate, truthful and complete account information, and that the Account shall only be used for legitimate advertising and engagement campaigns and use of the Services. If you add other users to your account, (i) such users shall only be authorized users on behalf of your company, or your respective client, and (ii) you should be solely liable to their activity in the Account, and shall ensure such activity is in compliance with these Terms of Use.

2. Disclaimer of Warranties

The Services are provided by Brokerad,  on an "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, Brokerad,  makes no representations or warranties of any kind, express or implied, regarding the use or the results of the Services in terms of its correctness, accuracy, reliability, or otherwise. Brokerad,  shall have no liability for any interruptions in the use of the Services. Brokerad,  disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties; therefore the above-referenced exclusion is inapplicable.

3. Limitation of Liability

BROKERAD,  SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR BROKERAD,  SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF BROKERAD,  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.

4. Indemnification

Member and Company agree to indemnify, defend, and hold harmless Brokerad, its affiliates, and their respective officers, directors, and employees from and against any and all losses, costs, damages or liabilities, including legal fees, costs, and expenses, arising out of or related to your breach of any representation, warranty or material obligation of Member or Company as provided in these Terms of Use.

5. Modifications to Service

Brokerad,  reserves the right to modify or discontinue the Service with or without notice to the Member. Brokerad,  shall not be liable to Member or any third party should Brokerad,  exercise its right to modify or discontinue the Service.

6. Payments

Member will pay all charges incurred in connection with the Services, in immediately available funds or as otherwise approved by Brokerad, within a commercially reasonable time period specified by Brokerad (e.g., in the Services user interface or IO). Late payments for clients using credit bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Member will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Brokerad incurs in collecting late payments. Charges are solely based on Brokerad’s measurements for the Services and the applicable billing metrics (e.g., clicks or impressions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Brokerad may, in its sole discretion, extend, revise or revoke credit at any time. Brokerad is not obligated to deliver any Services in excess of any credit limit. If Brokerad does not deliver Services, then Member’s sole remedy is to make a claim for advertising credits within 30 days of the claim period, after which Brokerad will issue the credits following claim validation which must be used by a Brokerad specified date (“Use By Date”). Member understands that third parties may generate impressions or clicks on Member’s Advertisements for prohibited or improper purposes and that its sole remedy is to make a claim for advertising credits within the Claim Period, after which Brokerad will issue the credits following claim validation which must be used by a Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND MEMBER 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 BROKERAD'S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE. Upon written/email request, unused funds will be returned to Member within 10 business days depending on the original payment method.

7. Third-Party Sites

Our Service may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to review said privacy policies of third-parties' sites.

8. Privacy

You shall not use any information obtained from the Services in order to harass, abuse, or harm another person. Brokerad respects users’ privacy and is committed to establishing responsible business and data management practices and standards,. These Terms of Use are also governed by our Privacy Policies[Links to Brokerad Ad Platform Privacy Policy and Brokerad Publisher Services Privacy policy], which are incorporated into these Terms of Use by this reference . You are expected to review and agree to the Privacy Policy that applies to your use of the Services prior to accepting these Terms of Use. You must maintain and implement a privacy policy that meets or exceeds the material provisions of Brokerad’s applicable privacy policy.

9. Governing Law

These Terms of Use shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to any conflicts of law provisions therein. Any dispute arising out of or in connection with these Terms of Use is hereby submitted to the sole and exclusive jurisdiction of the competent court of the State of New York.

10. Compliance with Laws

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

11. Copyright and Copyright Infringement

Except as expressly provided herein, Brokerad shall have the sole and exclusive ownership of all right, title and interest in and to the Services, any enhancements thereto, any documentary or other materials regarding the use thereof and related thereto. Brokerad shall remain the sole and exclusive owner of all right, title and interest in and to the Services and related documentation including, without limitation, any patents, patent applications, trademarks (whether registered or not), trade names and copyright in all territories.

Brokerad responds to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Brokerad provides information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us, please contact company(at)brokerad.co.

12. Acceptable Use

12.1 You are solely responsible for all aspects of any advertisements or additional materials created, delivered, or managed through your Account or User Name (“Advertisements”). You will conduct all of your marketing, business, and other activities related to the Advertisements and use of the Services in compliance with all local, state, and federal laws, rules and regulations applicable to its business, including but not limited to those of the Federal Trade Commission and state Unfair and Deceptive Trade Practices Acts and the laws of any other state or federal regulatory agency that has jurisdiction over Company’s business activities.

12.2 You agree not to use the Services in connection with, or to promote campaigns or ads containing: (i) content that is an invasion of privacy, degrading, defamatory, libelous, unlawful, profane, obscene, pornographic, hate material, or discriminatory; (ii) content that promotes any illegal activity including without limitation the promotion of gambling where prohibited, illegal substances, software piracy, or hacking; (iii) content that infringes on the personal rights, trademark, service mark, trade dress, trade name, logo, publicity right, copyright, patent rights, or any other intellectual property right of any third party; (iv) content, links or codes that promote or reference software piracy and/or activities generally understood as Internet abuse including but not limited to the sending of unsolicited bulk e-mail and the distribution or use of spyware, malware, worms, Trojan horses, time bombs, cancelbots, corrupted files, or similar software; or (v) content that you know to be false or misleading.

13. Severability

Should any term of these Terms of Use be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

14. Assignability

You agree that these Terms of Use and any other agreements referenced herein may be assigned by Brokerad, , in our sole discretion, to a third party in the event of a merger or acquisition.

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