APPLICABILITY

• These terms and conditions (“Terms and Conditions”) apply to the services (“Services”) provided by MasonClicks to the advertiser (“Advertiser”).

• By signing up, registering, or enrolling as an advertiser with MasonClicks, the Advertiser agrees to and accepts these Terms and Conditions. The sign-up information and Insertion Order, along with these Terms and Conditions, the Code of Conduct, and any additional Insertion Orders, collectively form the “Agreement.”

• Any modifications or additions to these Terms and Conditions must be agreed upon with MasonClicks and confirmed in writing. Any other terms and conditions, including those implied by trade, custom, or practice or purported by the Advertiser, are explicitly excluded.

DEFINITIONS

In these Terms and Conditions, the following definitions apply:

• “Ads”: Various forms of advertising content including email, banner ads, buttons, pop-ups, co-registrations, lead generations, links, widgets, promos, content scripts, tags, promotional material, and other commercial content related to the Advertiser and/or a specific campaign.

• “Advertiser”: Any entity engaging MasonClicks to provide Services through its network of Affiliates.

• “Advertiser Account”: The online account provided by MasonClicks to the Advertiser.

• “MasonClicks”: MasonClicks Limited, a limited liability company incorporated in Cyprus, also trading as MasonClicks.

• “Affiliate”: Any entity registered on MasonClicks’s affiliate network to provide part of the Services.

• “Campaign”: The advertising campaign detailed in the Insertion Form and accessible via a specific Landing Page.

• “Code of Conduct”: General compliance rules for the Advertiser available on MasonClicks’s website.

• “Commission”: The fee per Conversion paid by the Advertiser to MasonClicks, detailed in Clause 5.

• “Confidential Information”: Non-public information disclosed by MasonClicks to the Affiliate that is marked or should be considered confidential.

• “Content”: Information and materials provided by the Advertiser to MasonClicks.

• “Conversion”: An action forming the basis of the commercial deal, such as CPM, CPA, CPC, CPL, CPD, CPPU, CPAU, CPI.

• “Conversion Statistics”: Data reflecting the Conversion on relevant Landing Pages.

• “Effective Date”: The date of execution of the Insertion Order by the Advertiser.

• “Intellectual Property Rights”: All intangible, intellectual, proprietary, and industrial property rights, whether registered or unregistered.

SERVICES

• MasonClicks will begin providing Services upon execution of the Insertion Order by the Advertiser.

• MasonClicks will perform Services with professional skill and care on a best efforts basis.

• Upon request, MasonClicks may provide access to an Advertiser Account, for which the Advertiser is solely responsible.

• MasonClicks may suspend Services immediately and without liability if:

• The Insertion Order is not properly executed.
• The Advertiser fails to comply with warranties under Clause 4.1.
• The Advertiser fails to meet obligations under Clause 4.2.

• If the Advertiser requests a pause or amendment to a Campaign or Ad, MasonClicks will make efforts to implement the change within 72 hours.
• The Advertiser may request additional Campaigns via email or Skype.

OBLIGATIONS OF ADVERTISER

• The Advertiser warrants:

• The accuracy and completeness of its information and will promptly update MasonClicks of any changes.

• Compliance of Campaigns and Ads with applicable laws and regulations.

• That Campaigns and Ads do not infringe on third-party intellectual property rights.

• That Campaigns and Ads are not discriminatory, offensive, or prohibited.

• Adherence to the Code of Conduct.

• Compliance with applicable laws, regulations, and industry codes.

• MasonClicks will notify the Advertiser of any notice and takedown requests or complaints about Ads and Content.

• MasonClicks may request additional security to ensure the Advertiser’s performance of its obligations.

COMMISSION AND PAYMENT

• MasonClicks is entitled to a Commission for providing the Services.

• Commission is calculated based on Conversion Statistics, which will be the basis for invoicing.

• MasonClicks will invoice the Advertiser weekly, bi-weekly, or monthly. Payment terms will be mutually agreed upon.

• Deductions, chargebacks, or credits require prior written approval from MasonClicks.

• Disputes over invoices must be raised within four days of the invoice date.

• Non-payment of Commission allows MasonClicks to suspend Services immediately.

TERM AND TERMINATION

• The Agreement begins on the Effective Date and lasts for two years, renewing automatically unless terminated as outlined in this clause. The Agreement remains in force while any Campaign is active.

• Either party may terminate the Agreement with or without cause with 72 hours’ written notice.

• The Agreement may be terminated immediately if either party becomes bankrupt or ceases business.

• MasonClicks may terminate or suspend Services immediately if the Advertiser breaches warranties or fails to meet obligations.

• Upon termination, MasonClicks will cease Services and delete relevant links. Confidential Information must be deleted by the receiving party.

• Clauses intended to survive termination will remain in effect, including provisions on intellectual property, confidentiality, and miscellaneous matters.

INTELLECTUAL PROPERTY RIGHTS

• MasonClicks retains ownership of its Intellectual Property Rights.

• The Advertiser retains ownership of Intellectual Property Rights in Campaigns and Ads.

• The Advertiser grants MasonClicks a non-exclusive license to use Campaign and Ads content for providing Services, including sub-licensing to Affiliates.

• No transfer of Intellectual Property Rights is implied by these Terms and Conditions.

CONFIDENTIALITY AND DATA PROCESSING

• The receiving party must keep Confidential Information secret and only use it to fulfil the Agreement.

• Confidential Information should not be disclosed except as necessary or required by law, and access should be limited to those needing it for the Agreement.

• The receiving party is liable for any breach of confidentiality by its agents or employees.

• Confidential Information excludes publicly available information or that independently developed by the receiving party.

• The Advertiser must comply with data protection laws, including GDPR, and indemnifies MasonClicks against any related claims.

LIABILITY AND INDEMNIFICATION

• MasonClicks and its affiliates are not liable for any indirect or consequential damages arising from the use of the Service, except for damages resulting from wilful misconduct or gross negligence.

• MasonClicks is not liable for defects in Advertiser’s products or services, or for the lawfulness of Campaigns and Ads.

• MasonClicks is not liable for damages caused by an Affiliate to a third party.

• Liability exclusions apply as permitted by law, with any liability limited to €5,000 if not covered by insurance.

• Claims against MasonClicks must be made within 12 months of the event giving rise to the claim.

• The Advertiser indemnifies MasonClicks against third-party claims arising from breaches of warranties or representations.

MISCELLANEOUS

• MasonClicks may amend these Terms and Conditions, effective 14 days after notification. Rejection of amendments requires notification within 7 days; otherwise, continued use implies acceptance.

• Invalid provisions will be replaced with valid terms that reflect the original intent.

• The Advertiser cannot assign its rights or obligations without MasonClicks’s consent.

• Failure to exercise rights does not constitute a waiver. The Terms and Conditions do not create an employer-employee relationship.

APPLICABLE LAW

• These Terms and Conditions are governed by Cypriot law.

• Disputes are to be resolved amicably or by the competent court in Cyprus.