Adnaira Limited Publishers Online Terms of Service
1. Welcome to Adnaira!
Thanks for your interest in our advertising services (the “Services”)!
By using our Services, you agree to these terms (the Adnaira Terms”), the AdNaira Programme Policies, and the Adnaira Limited Branding Guidelines (collectively, the “Agreement”). If ever in conflict, to the extent of such conflict, the AdNaira Terms will take precedence over any other terms of the Agreement. Please read the Agreement carefully.
As used in the Agreement, “you” or "advertiser" or “publisher” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we”, “us” or “Adnaira Limited” or "AdNaira", and the “parties” means you and AdNaira.
2. Access to the Services; AdNaira Accounts
Your use of the Services is subject to your creation and our approval of an AdNaira account (an “Account”). We have the right to refuse or limit your access to the Services. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. By enrolling in AdNaira, you permit Adnaira Limited to serve, as applicable, (i) advertisements and other content (“Ads”), (ii) Adnaira Limited search boxes and search results and (iii) related search queries and other links to your websites, mobile applications, media players, mobile content and/or other properties approved by Adnaira Limited (each individually a “Property”). In addition, you grant Adnaira Limited the right to access, index and cache the Properties, or any portion thereof, including by automated means. Adnaira Limited may refuse to provide the Services to any Property. Any Property that is a software application and accesses our Services (a) may require preapproval by Adnaira Limited in writing, and (b) must comply with Adnaira’s Software Principles.
3. Using our Services
You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
4. Changes to our Services; Changes to the Agreement
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. We may modify the Agreement at any time. We’ll post any modifications to the AdNaira Terms on this page and any modifications to the AdNaira Programme Policies or the Adnaira Limited Branding Guidelines on their respective pages. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.
As between you and Adnaira Limited, Adnaira Limited is responsible for all taxes (if any) associated with the transactions between Adnaira Limited and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on Adnaira’s net income. All payments to you from Adnaira Limited in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
7. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors. If Adnaira Limited provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable licence for use of such software. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Adnaira Limited, in the manner permitted by the Agreement. Adnaira Limited warrants that such software will for a period of 90 days from the date of its supply to you be free from any defect which has a materially adverse effect on its use or operation. Other than distributing content via the Android SDK, you may not copy, modify, distribute, sell or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure or alter Adnaira's copyright notice, Brand Features or other proprietary rights notices affixed to or contained within any Adnaira Limited services, software or documentation. We grant you a non-exclusive, non-sublicensable licence to use Adnaira’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with the Agreement and the Adnaira Limited Branding Guidelines. We may revoke this licence at any time. Any goodwill arising from your use of Adnaira Limited’s Brand Features will belong to Adnaira Limited. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose Adnaira Limited Confidential Information without our prior written consent. "Adnaira Limited Confidential Information" includes: (a) all Adnaira Limited software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service; and (d) any other information made available by Adnaira Limited that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Adnaira Limited Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you or that was lawfully given to you by a third party. Notwithstanding this Section 9, you may accurately disclose the amount of Adnaira’s gross payments resulting from your use of the Services.
10. TerminationYou may terminate the Agreement at any time by completing the account cancellation process. The Agreement will be considered terminated within 10 working days of Adnaira's receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid. Adnaira Limited may at any time terminate the Agreement, or suspend or terminate the participation of any Property in the Services for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or Adnaira Limited suspends or terminates your Account, you (i) will not be allowed to create a new Account and (ii) may not be permitted to monetise content on other Adnaira Limited products.
You agree to indemnify and defend Adnaira Limited, its affiliates, agents and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by Adnaira Limited, your use of the Services or your breach of any term of the Agreement. Adnaira’s advertisers are third-party beneficiaries of this indemnity.
12. Representations; Warranties; DisclaimersYou represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorised to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) Adnaira Limited has never previously terminated or otherwise disabled an AdNaira account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Adnaira Limited is correct and current. Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under the Agreement. Other than as expressly set out in the Agreement, we do not make any promises about the Services. For example, we don’t make any commitments about the content within the Services, the specific function of the Services, or their profitability, reliability, availability or ability to meet your needs. No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by Adnaira Limited under the Agreement unless expressly set out in the Agreement. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
13. Limitation of Liability
Nothing in the Agreement will exclude or limit either party’s liability for (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) anything which cannot be excluded or limited by law. Neither party shall have any liability (whether in contract, tort or otherwise) under or in connection with the Agreement for any special, indirect or consequential loss (whether such loss was foreseeable, known or otherwise). Neither party’s aggregate liability (whether in contract, tort or otherwise) under or in connection with the Agreement shall exceed 125% of the net amount payable by Adnaira Limited to you in the 12 month period immediately preceding the earliest date on which such liability arises. The limitations and exclusions of liability in this Section 13 shall not apply in respect of any liability that you may incur under Section 7 (Intellectual Property; Brand Features), Section 9 (Confidentiality) or Section 11 (Indemnity).
Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. Neither party will have any right or remedy based on any statement, representation or warranty (whether made negligently or innocently) not expressly set out in the Agreement. This Agreement may be amended (i) in writing where signed by both parties and expressly stated to amend the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after Adnaira Limited modifies the Agreement. Assignment. You may not assign or transfer any of your rights under the Agreement. Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership or joint venture. No Third-Party Beneficiaries. Other than as set forth in Section 11, this Agreement does not create any third-party beneficiary rights. No Waiver. Other than as set forth in Section 5, the failure of either party to enforce any provision of the Agreement will not constitute a waiver. Severability. If it turns out that a particular term of the Agreement is not enforceable, the remainder of the Agreement will remain in full force and effect. Survival. Sections 7, 9, 10, 11, 13 and 14 of these AdNaira Terms will survive termination. Governing Law; Venue. The Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning the Agreement. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance) that was beyond the party’s reasonable control. Your account will be blocked if for any reason we could not detect ads on your web platform within 7 days. Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages and other information. You may opt out of some of those communications in your Account settings. For information about how to contact AdNaira, please visit www.adnaira.ng/contact.html.