Terms of Service
Welcome to www.sekindo.com, (the “Website”). Sekindo Ltd, or any person acting on its behalf, (“Sekindo”, “we”, “our” or “us”) owns and operates the Website and the online marketplace for targeted advertising service offered on the Website including any related features (collectively the “Service”).
Please read the following terms of service (the “Terms”) carefully. By using the Website, or by registering as a user with the Website, you agree to be bound by the Terms. If you do not agree with the Terms, you may not use the Website.
These Terms apply to advertisers, publishers, other Website users and any other party that may use or be affected, directly or indirectly by the Service or the Website.
The Service is an intelligent advertisements marketplace established in 2006 for the purpose of improving online advertising in terms of targeting, transparency, control and simplicity. Subject to the Terms, you may access and use the Service, whether as a publisher, by offering your web site as a platform for online advertisements, or as an advertiser, by offering advertisements to be placed in publishers’ web sites.
As an advertiser, following your registration to the Service, you will be able to upload rich content advertisements including text, graphics, audio files, and Flash based applets (the “Media”), select relevant formats, categories and pricing structures, select target markets, define advertisement spaces (“spaces”) and communicate with publishers who wish to display your advertisements on their websites. Your uploaded advertisement will be available for access by all other registered users. The Service will automatically determine the spaces in which the advertisement will be displayed, based on your preferences. If you do not designate preferred spaces, then Sekindo may display your advertisements on available spaces, at its sole discretion, while making efforts to display the advertisements in the most targeted spaces.
As a publisher, following your registration to the Service, you will be able to define the available spaces on your website and your web users’ characteristics, select relevant formats, categories, and embed the space’s code that we will provide you with, in your website’s code. The Service will automatically display advertisements in web pages that contain the embedded code. Sekindo may display advertisements on your defined spaces, if none of the ads that you have selected are available, or if you did not select any advertisements for display. In such cases, Sekindo will display advertisements at its sole discretion, while making efforts to match your preferences.
You agree to abide by all applicable local and international laws, regulations and rules, including tax laws and you agree that you are solely responsible for all acts or omissions associated with your access and use of the Website and the Service and the access and use of the Website and the Service by anyone on your behalf.
Sekindo may (but under no obligation to) limit the Media allowed to be uploaded as part of an advertisement in various ways including: limiting file types, file sizes, or any content Sekindo, at its sole discretion, may find inappropriate. Sekindo will not be liable for your and other users’ Media. Sekindo may prohibit the participation of a certain publisher or advertiser, for any reason whatsoever.
When using the Website or the Service, You agree to refrain from willfully, or carelessly:
- breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the Service;
- interfering with or disrupting the functionality of the Service;
- circumventing or manipulating the Service fee structure, the billing process, or fees owed to Sekindo;
- posting false, inaccurate, illegal or misleading Media;
- transferring your Sekindo account or User ID to another party without our explicit prior written consent;
- using robots, crawlers and similar applications to collect and compile content of any kind from the Website or the Service, including from the Service’s based advertisements, or from e-mail addresses, offers and bids from the Service;
- displaying the Service, the Website or any part thereof in an exposed or concealed frame, without our prior explicit and written consent;
- impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
- collecting or processing personal information of advertisers, publishers and visitors without their explicit consent;
- linking to various elements on the Website, such as images, independently from the web pages on which they originally appear;
- posting, disseminating, transmitting or otherwise communicating through, or to the Website, or making available any content on the Service, or when using the Service , including placing advertisement bids and publishers’ offers, which may reasonably be deemed as:
- Infringing or violating intellectual property rights of other parties, including patents, copyrights and trademarks;
- Identifying minors, their personal details or their address and ways to contact them;
- Software viruses, Trojan Horses, Worms, Vandals, Spyware and any other Malicious Applications;
- Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under the applicable laws;
- Constituting a violation of a person’s right for privacy or right of publicity;
- Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
- Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable;
- Unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes.
Registration and User account
Registration as a publisher or as an advertiser with the Service is free of charge. However, Sekindo may opt to charge registration fees in the future. Sekindo will require such fees only following the posting of prior notice on the Website, but we are under no obligation to notify you in person of any change in our registration policy. If you do not consent to the terms in the notice, or fail to settle your registration fees to our satisfaction, then your Service account will be terminated.
When you register with the Service you will be asked you to provide certain contact and personal details. You must submit only true, complete and accurate details. False, incorrect, or outdated informati n may prevent you from registering and impair Sekindo’s ability to provide you with Service and to contact you. We will explicitly indicate the fields for mandatory completion. If you do not enter the requisite data in these fields, you will not be able to register with the Service.
To login, you must use your personal user name and password. Alternatively, the Service may provide you with a password for accessing your account. Sekindo may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing your account, or for accessing the Service.
You agree to maintain your username and password in absolute confidentiality and refrain from disclosing them to others. Make sure that you change your password frequently and at least once every six months.
You are fully accountable for any outcome resulting from your failure to provide true, accurate and complete details in the course of the registration process, and for any use or misuse of your account on the Service as a result of conveying your details to someone else.
You may terminate your account at any time, by sending a written notification through e-mail to: email@example.com. We may require you to verify your termination notice by sending us an additional termination request message, either by e-mail or through any other means, as a prerequisite for termination of your account. Your account will terminate 10 days following your notification, and from that date of termination you will no longer be able to access your account.
Notwithstanding any remedies that may be available to us under any applicable law, we may temporarily or permanently deny, limit, suspend, or terminate your user account, prohibit you from accessing the Service, remove content or media that you have uploaded, posted or published on the Service, including advertising offers, bids, and any commercial and non-commercial communication and take technical and legal steps to keep you off the Service and the Website, if we think that –
- you have abused your rights to use the Service or the Website; or
- you have breached the Terms; or
- you deliberately submitted false information; or,
- you have performed any act or omission that violates any applicable law, rules, or regulations; or,
- you have performed any act or omission which is harmful or likely to be harmful to us, or to any other third party, including other advertisers or publishers of the Service; or,
- you made use of the Service to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such act; or,
- you conveyed your user name and password to another person; or,
- you failed to comply with our Fee Schedule, or are in debt to another person with respect to any transactions made on or through the use of the Service.
Sekindo may, but is not obligated to, send you a notice by email within a reasonable period of time prior to the termination of your account.
Termination or cancellation of your account weather by Sekindo or by yourself will not release you for any commitments or obligates set forth under these Terms, or any contractual relationship you may have entered into with a third party. All provisions of these Terms which by their nature should survive termination, will survive termination, including, without limitation, intellectual property, disclaimer of warranty, limitation of liability and indemnification sections.
Publishers and Advertisers registered to the Service will receive or will have online access to periodic activities reports. The reports will contain a summary of activities, including details and information, such as the number of time that an advertisement was viewed, clicked upon, rates, fee details, commissions paid and other information. We may from time to time, add, omit or change the character and extent of information provided in the periodic reports.
These reports, generated by the Service will be regarded by all parties as a decisive document for any issue concerning the use of the Service.
Fees and payments
Executing an advertisement campaign between a publisher and an advertiser is subject to the payment of fees and commissions, as set forth in the Fee Schedule. Such fees can be collected by Sekindo as an individual and separate payment or as a part of the payment entitlement to the publisher.
A tax invoice is sent to the advertiser’s email address, as defined in the website, after the advertiser has requested to receive it.
It is the sole responsibility of the publisher, who makes revenues with our ad network, to report on this income to the tax authorities. You hereby agree and acknowledge that Sekindo is not and will not be a party to any dispute arising between you and the tax authorites. Sekindo reports to the tax authorities on each payment given to a publisher as well as on this publisher’s identity.
All payments of fees and commissions are not conditioned by the outcome of the advertisement campaign and will not be returned. In case an advertiser uses the sound advertising services of Sekindo, this advertiser will pay for any user that will hear the sound ad, no matter if this user will stop the ad while it is played.
We will not transfer any payment to a publisher, which is working with a CPL campaign, which was generated with a false conversion, as defined in “Frauding prohibition and illegal conversions” section of this agreement.
All fees are quoted in U.S. Dollars, unless expressly stated otherwise. You represent and warrant that any payment method that you have selected when listing an advertisement bid will enable you to pay all fees and taxes in a timely manner and in compliance with the Fee Schedule. If you fail to pay your fees than we may take all necessary steps as we may deem fit, including charging other payment methods on file and commencing legal proceedings, to recover all outstanding fees and our expenses, including legal fees.
We may offset your outstanding debts with fees that you pay for other services related to the Sekindo. You may use the other services that you have ordered only after settling your debt to our full satisfaction and paying in full for the other services.
Any changes in the Fee Schedule will take effect at least fourteen days after posting a notice on the Website of the changes. However, temporary fees for new services will take effect immediately after being posted in the Fee Schedule.
You hereby agree and acknowledge that Sekindo is not and will not be a party to any dispute arising between you and any other user of the Service or the Website. You will defend and hold Sekindo harmless in such respect.
In order to join new users to the Website’s Service, Sekindo will provide you with a unique promotion code (the “Code”) that redirect to the Website. You may send this Code to any third party that may be interested in our Service. Sekindo may provide you with marketing materials for the Service. Any third party, who registered to the Service by clicking on the Code that we provided to you, will be identified in our systems as obtained by your reference and attributed to you (“Referred Users”).
For each Referred User that has registered to the Service by your reference, you will earn 5% (five percent) commission from all revenues derived from such Referred User’s Service activity (“Referred Commission”). The Referred Commission will be paid to you during the first two years of registration period of the Referred User to the Service, according to the terms set on our Fee Schedule. A printout or an output produced by Sekindo’s computers will evidence the authenticity of its content, in the settlement of any dispute between the parties regarding the Referred Commission and in every procedure, whether in a judicial, administrative or other instance.
It is clarified that an affiliate may hold few user accounts on the Website, each account attributed to a different Referred User. The Referred Commission will be paid to you according to the Referred User’s revenues as appeared in the applicable Referred User account.
Please note that you must send the Code and/or every marketing material according to the applicable terms of law and specifically according to section 30A of the Communication Act (Bezek and Broadcasting), 1982, which prohibits the delivery of advertisements to addressees that did not give their prior written consent to that delivery. Sekindo will not endure any responsibility for any users who violated the applicable terms of law when sending the Code.
In spite of the foregoing, Sekindo may cease the Affiliate Program in any time, including the payment of the Referred Commission. Sekindo may post an appropriate notice on the Website within a reasonable time in advance. You will not have any claim, argument or demand against Sekindo, or anyone on its behalf, for the cessation of the Affiliate Program or the payment of Referred Commission.
“Frauding” prohibition and illegal conversions
You will not, and will not encourage, permit or authorize any third party to generate false or fraudulent impressions of, or fraudulent clicks on any advertisement offered through the Service, including but not limited to through repeated manual clicks, the use of robots or other automated query tools or computer generated search requests, or the fraudulent use of other search engine optimization services or software. You will not, and will not encourage, permit or authorize any third party to generate false or fraudulent conversions (Leads or any different type of conversion), including but not limited to multiple conversions of the same user, false conversion of a user, which is not interested in the product, and any other false conversion. Sekindo will not transfer any payment, which was generated with frauding activity, and this payment will be removed from the publisher’s revenues.
Representations and Warranties
If you are an Advertiser, you and represent and warrant that (i) you are the owner of all the intellectual property rights in any Media you wish to advertise through or by the Service or that you are legally authorized to act on behalf of the owner of such Media, for the purposes of these Terms, and (ii) When starting to advertise a CPL/CPA/CPS (Cost Per Lead, Cost Per Action, Cost Per Sale) campaign, you will immediately embed the code we will provide you with in the appropriate location at your site (“Thank You” page of the campaign), while this code will be embedded at this location as long as the camapign is working, and (iii) a CPL/CPA/CPS campaign will be stopped 48 hours after receiving an appropriate notice from the advertiser, in which he requests to stop his campaign, and (iv) you are duly authorized to enter into an agreement under these Terms and to perform your duties and obligations hereunder. You further represent and warrant that Media that you designate in connection with the use of the Service and any content displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or infringed any rights of any person or entity including, without limitation, intellectual property rights, the right of publicity, the right to privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.
At all times, Sekindo may review, retain and disclose any information and communications as may be deemed necessary to satisfy any applicable law, regulation, legal process or governmental request. However, by doing so Sekindo does not either expressly or impliedly endorse, affirm or in any manner assume any responsibility for such information and communications.
Requests to remove content
Sekindo respects the intellectual property rights of others. Any requests to remove copyright infringing content from the Service or the Website including Advertisements or a part of them, or counter requests to repost content, on grounds of mistake or misidentification of the content, must be made in accordance with the Copyright Policy.
You agree that advertisements that you have uploaded to the Service, or purchased through the Service, may be removed, pursuant to the provisions of US federal copyright law.
Links to other sites
The Website and the Service may contain links to websites and other online sources of third parties (collectively: “Third party websites”). We do not operate, or monitor Third party websites. You may find them or the information and content posted therein not compatible with your requirements, or you may object to their content, or find it to be annoying, improper, unlawful or immoral. By linking to Third party websites, we do not endorse, or sponsor their content, or confirm their accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for Third party websites, or their availability.
All content published through the Service may be subject to copyright and other intellectual property rights. You represent and warrant that you will abide by any applicable law and all copyright notices, restrictions and signs indicating proprietary rights, such as a copyright mark [©] or trademark [® or TM] contained in, applied to, or accompanying the accessible content through the Service.
We do not claim ownership over the Media that you upload on the Website, or to the Service. However, when you do so, you represent and warrant that you are the rightful owner of all rights in that Media or that you are licensed or permitted by all of the right owners to upload the Media.
By uploading Media to the Service, you grant Sekindo a royalty free, worldwide, none-exclusive, irrevocable, assignable and sub-licensable license, for an unlimited period of time to use any rights that you have in the Media, including to distribute (through multiple tiers), display and perform the Media publicly through the Service, and on publishers’ websites, or in any communications that we may conduct with respect to the Service, retain back up, cached and archived copies and use the Media in any other reasonable manner in connection with providing the Service.
All rights, title and interest, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or the Website, including computer code, graphic design, lay-out and the user interfaces of the Service are owned by, or licensed to Sekindo. Other than expressly permitted in the Terms, you may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of any material that is subject to Sekindo’s or to third parties’ proprietary rights in the Service or the Website, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to by electronic, mechanical or optical means.
Sekindo retains all trademark or service mark rights in the Service and the Website, and all applicable marks and logos, whether registered or not. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of these marks and logos.
You must avoid any action or omission which may dilute, or tarnish the goodwill of Sekindo.
You grant Sekindo a royalty free, worldwide non-exclusive license to use your name, trade marks, service marks and logos in presentations, customer lists, financial reports, web site listings of customers, and in any marketing materials, and advertisements of any kind and in any medium, including web pages, banners, layer ads and interstitials.
THE SERVICE AND THE WEBSITE ARE PROVIDED FOR USE AS IS. SEKINDO DISCLAIMS ALL WARRANTIES AND REPRESANTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THE WEBSITE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY.
SEKINDO DOES NOT WARRANT THE OUTCOME OF ANY USE OF THE SERVICE OR THE WEBSITE INCLUDING, WITHOUT LIMITATION, THE IMPACT OF THE SERVICE ON YOUR ADVERTISING REVENUE.
LIMITATION OF LIABILITY
SEKINDO, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF LIABILITY, EXCEPT FOR GROSS NEGLIGENCE AND INTENTIONAL TORTS, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE WEBSITE OR THE SERVICE, ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE WEBSITE OR THE SERVICE, ANY FAULT, OR ERROR MADE BY THE SEKINDO STAFF OR ANYONE ACTING ON ITS BEHALF, ANY COMMUNICATION WITH SEKINDO, ANY DENIAL, CANCELATION OR REVOCATION OF YOUR USER ACCOUNT, ANY CONSEQUENCES RELATING TO THE USE OF ANY COMPUTER CODE PROVIDED BY THE SERVICE FOR THE PROPER FUNCTION OF THE SERVICE, ANY RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR PERSONAL DETAILS.
IN ANY EVENT, THE SOLE REMEDY WILL BE LIMITED TO A SUM EQUAL TO THE FEES PAID IN CONSIDERATION FOR THE USE OF THE SERVICE THROUGHOUT THE FIRST 6 MONTHS FROM REGISTRATION.
You agree to indemnify, defend and hold harmless, Sekindo and its managers, directors, shareholders, employees, sub-contractors, agents and anyone acting on its behalf, at your own expense and immediately after receiving a written notice from Sekindo, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim, or demand, arising from, or in connection with your use of the Service or the Website, or your breach of the Terms, or any of the documents, forms and policies that are incorporated to the Terms.
Changes in the Website or of the Service
From time to time, Sekindo may change the Website or the Service layout, design or display, as well as the scope and availability of the content accessible therein, without giving prior notice. Changes of this type by their very nature may cause inconvenience or even malfunctions at first. Sekindo does not assume any responsibility with respect to, or in connection with the introduction of such changes or from any malfunctions or failures that may result therefrom.
Changes to the Terms
Sekindo may change the Terms, including any and all documents, forms and policies incorporated thereto, from time to time. Substantial changes will take effect 30 days after Sekindo has posted an initial notification on the Website or by other ways such as E-mail messages. Other changes will take effect 7 days after being made. However, any amendment made to comply with any legal requirements will take effect immediately or as legally required.
You agree to be bound by any of the changes made in the Terms, including changes to any and all documents, forms and policies incorporated thereto. Continuing to use the Service or the Website indicates your acceptance of the amended terms. If you do not agree with any of the amended terms, then you must cease any further use of the Website or the Service.
You are advised to periodically read the Terms.
The availability and functionality of the Website and the Service depend on various factors and elements, including software, hardware and communication networks, partially provided by third parties. These factors are not fault free. Sekindo does not warrant or guarantee that the Website or the Service will operate without disruption, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error free.
Governing Law, Jurisdiction and dispute resolution
Except as provided specifically in the Copyright Policy, the Terms and all documents, forms and policies incorporated thereto, as well as your use of the Website or the Service will be governed by and construed in accordance with the laws of the State of New York, U.S.A, Without giving effect to any choice of law or conflict of law rules or provisions, whether Federal, or of the State of New York or of any other jurisdiction, which would result in the application of the laws of a jurisdiction other than the State of New York.
You agree to resolve any dispute or claim that you may have against Sekindo and to submit to personal jurisdiction in the state and federal courts in the city of New York, New York.
Notwithstanding the aforementioned, it the total amount of a pecuniary relief that you seek in a claim against Sekindo is less than $10,000, then you may opt to resolve the dispute by using a provider of an established alternative dispute resolution (“ADR”). The dispute resolution before an ADR provider is subject to a mutual agreement on the identity of the provider, and provided that the dispute will be conducted only by written submissions through e-mail correspondence or other electronic communications, or through telephone conversations, and without the need for personal appearance. Any judgment on the award rendered by the ADR provider may be entered in any court of competent jurisdiction.
Sekindo may contact you and send you notices and messages via e-mail, regular mail, Fax messages and through other means, as may be available from time to time. You may contact Sekindo by sending an email to firstname.lastname@example.org and your message will be deemed as received only if actually received by Sekindo.
The Terms constitute the entire agreement between you and Sekindo with respect to the use of the Website and the Service and supersedes any and all other agreements. No waiver, concession, extension, representation, alteration, addition or derogation from the Terms, or pursuant to the Terms, will be effective unless consented to explicitly and executed in writing by a Sekindo authorized representative.
The Terms do not create in any way a partnership, joint venture, employment relationship, franchise, agency or any other similar relationship between Sekindo and you, and nothing in the Terms will be interpreted or construed as creating or establishing any such relationship.
The Terms will take precedence over all documents, forms and policies incorporated thereto, unless specifically indicated in such documents that a certain provision is determined notwithstanding any of the provisions of the Terms.
Failure on the part of Sekindo to demand performance of any provision of the Terms will not constitute a waiver of any right under the Terms.
At any time, Sekindo may transfer ownership, rights and title in to the Website and the Service, or a part of it to any third party.
You may not assign, transfer, delegate, sublicense, or otherwise deal with dispose of any of your rights or obligations under the Terms, without the prior explicit and written consent of Sekindo. Any attempt contrary to the above is void.
The United Nations Convention on Contracts for the International Sale of Goods will not govern the Terms.
The section headings in the Terms are included for convenience only and will take no part in the interpretation, or construing of the Terms.
These Terms is void where prohibited by law, and the right to access the Website and the Service is revoked in such jurisdictions.
If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision will be performed and enforced to the maximum extent permitted by law, and the remaining provisions of the Terms will continue to remain in full force and effect.
The following documents, forms and policies are incorporated by reference to the Terms and are part of the Terms. Whenever expressing your consent to the Terms you also acknowledge your consent to these documents, as well: