1. Acceptance of Terms
These Terms and Conditions ("Terms") govern your access to and use of the Adzkart Media LLC website, platform, services, and programs (collectively, the "Services"). By accessing our website, registering an account, or engaging with our Services, you ("Partner," "Affiliate," "Publisher," "Advertiser," or "You") agree to be bound by these Terms in their entirety.
If you do not agree to these Terms, you are not authorized to access or use our Services.
These Terms, together with any applicable work orders, insertion orders, campaign briefs, and our Privacy Policy, constitute the entire agreement between you and Adzkart Media LLC.
2. About Adzkart Media LLC
Adzkart Media LLC is a performance marketing agency providing services including but not limited to:
• Mobile marketing and app promotion
• Cost-per-lead (CPL) and cost-per-action (CPA) campaigns
• Brand awareness and display advertising
• Email and SMS marketing
• Co-registration and co-sponsorship programs
• Affiliate and publisher network management
• Campaign tracking, attribution, and reporting via proprietary panel and mobile measurement partners (MMPs)
3. Account Registration and Responsibility
• You must provide accurate, current, and complete information during registration and promptly update any changes.
• You are solely responsible for all activity under your account, including any unauthorized use.
• You must notify us immediately of any suspected unauthorized access or security breach.
• We reserve the right to suspend or terminate accounts that violate these Terms or provide false information.
4. Services and Campaigns
• Specific campaign terms, deliverables, pricing, and performance metrics will be set forth in individual work orders, insertion orders, or campaign briefs ("Work Orders").
• Each Work Order is incorporated into and governed by these Terms.
• We reserve the right to review, approve, modify, or reject any campaign materials, creatives, or traffic sources prior to launch.
• All campaign performance is measured using our proprietary tracking panel and/or designated MMPs (e.g., Adjust, Branch, AppsFlyer). Tracking data recorded by our systems shall be considered final and binding for reporting and payment purposes, absent demonstrable technical error.
5. Prohibited Activities
You agree that you shall not, and shall ensure that your sub-affiliates do not:
• Engage in any fraudulent, deceptive, or misleading activity
• Generate fake leads, installs, conversions, or traffic (including bot traffic, click injection, click spam, or SDK spoofing)
• Use incentivized traffic unless expressly permitted in a Work Order
• Manipulate, modify, or alter any tracking links, codes, or attribution mechanisms
• Send unsolicited communications (spam) in violation of applicable law
• Use misleading subject lines, headers, or sender information in email/SMS campaigns
• Advertise or promote illegal, obscene, defamatory, or harmful content
• Violate any applicable local, state, federal, or international law or regulation
• Misrepresent the nature of any endorsement, testimonial, or advertisement
• Circumvent suppression lists or opt-out mechanisms
Violation of this section may result in immediate suspension, termination, withholding of payment, and/or legal action.
6. Email, SMS, and Communication Compliance
All communications sent in connection with our Services must comply with applicable laws, including but not limited to the CAN-SPAM Act, GDPR, CASL, TCPA, and equivalent regulations:
• All emails must contain accurate header and footer information, including a valid physical postal address.
• All communications must include a clear, conspicuous, and functional opt-out mechanism.
• Subject lines must accurately reflect the content of the message.
• You must have obtained appropriate consent (single or double opt-in, as required by applicable law) from all recipients prior to sending communications.
• You must maintain and be able to produce evidence of consent (including name, email/phone, IP address, timestamp, and method of consent) within three (3) business days of a request.
• Opt-out requests must be processed within the timeframe prescribed by applicable law.
• You are the "sender" of any communications distributed through your lists and assume all associated liability.
7. Suppression Lists
• We may provide suppression lists containing individuals who have opted out of receiving communications.
• All suppression list data is confidential and must be used solely for scrubbing your lists to exclude opted-out individuals.
• Suppression lists must be protected using commercially reasonable security measures.
• Suppression lists must be deleted within one (1) week of campaign completion, or upon our request, or upon termination of the relationship.
• You must scrub against suppression lists within the timeframe prescribed by applicable law.
• Upon request, you must certify in writing that all suppression list data has been destroyed.
8. Sub-Affiliates and Subcontracting
• If you are an affiliate network, you may engage sub-affiliates or sub-publishers without prior written consent, provided you remain fully responsible for their compliance with these Terms.
• If you are not an affiliate network, you must obtain our prior written consent before subcontracting any portion of the Services.
• You must have written agreements with all sub-affiliates containing terms substantially similar to these Terms.
• Sub-affiliates must be prohibited from further subcontracting without authorization.
• Any breach by a sub-affiliate shall be deemed a breach by you.
• You must provide us with information about your sub-affiliates and their traffic sources upon request.
9. Tracking, Reporting, and Attribution
• We utilize a proprietary tracking panel and integrate with industry-standard MMPs (including Adjust, Branch, AppsFlyer, and others) for campaign attribution and reporting.
• You agree to implement and maintain all tracking codes, SDKs, or postback URLs as instructed.
• Reporting data from our tracking systems is final and binding for payment and performance evaluation purposes.
• We are not liable for tracking discrepancies caused by factors outside our reasonable control (e.g., ad blockers, device settings, network errors).
• In the event of a tracking error, we will estimate performance in good faith, and such estimate shall be final.
10. Intellectual Property and Campaign Materials
• All campaign materials, creatives, content, and assets provided by us or our clients ("Adzkart Property") remain our exclusive property.
• You receive a limited, non-transferable, revocable license to use Adzkart Property solely for performing the agreed Services.
• You may not modify, alter, or repurpose Adzkart Property without prior written consent.
• Upon termination, you must cease all use of Adzkart Property and delete/return all copies.
• You shall not use any third-party intellectual property in campaign materials without obtaining all necessary licenses and consents.
11. Confidentiality
• Each party agrees not to disclose the other party's Confidential Information to any third party without prior written consent.
• "Confidential Information" includes all information marked as confidential or that a reasonable person would consider confidential, including campaign data, pricing, suppression lists, client identities, and business strategies.
• Confidential Information may only be shared with employees or sub-affiliates who have a need to know and are bound by equivalent confidentiality obligations.
• Upon termination, all Confidential Information must be returned or destroyed.
12. Payment Terms
• Fees for Services are set forth in each Work Order.
• Unless otherwise stated, invoicing occurs on a monthly basis.
• Undisputed invoices are payable within sixty (60) days of receipt.
• We reserve the right to withhold payment for fraudulent, duplicate, or non-compliant leads, conversions, or actions.
• We reserve the right to modify fees upon five (5) days' prior written notice.
• All fees are exclusive of applicable taxes unless otherwise stated.
13. Representations and Warranties
You represent and warrant that:
• You will perform all Services in a professional manner and in compliance with all applicable laws and industry standards.
• All individuals reached through your campaigns have provided appropriate consent.
• You hold all necessary rights, licenses, and permits to perform your obligations.
• Your activities and materials do not infringe on any third-party rights.
• Your websites and traffic sources do not contain illegal, harmful, or objectionable content.
• Your performance of Services does not breach any other agreement to which you are a party.
• All personal data is collected, processed, and transferred in accordance with applicable privacy laws and the consent of data subjects.
14. Indemnification
You agree to indemnify, defend, and hold harmless Adzkart Media LLC, its affiliates, clients, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, fines, and expenses (including reasonable attorneys' fees) arising from:
• Your breach of these Terms
• Your negligent acts or willful misconduct
• Your violation of applicable laws
• The acts or omissions of your sub-affiliates
• Any incentive or reward programs you operate in connection with the Services
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADZKART MEDIA LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST BUSINESS, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ADZKART MEDIA LLC'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THE APPLICABLE WORK ORDER GIVING RISE TO THE CLAIM.
16. Term and Termination
• These Terms commence on the Effective Date and continue until terminated.
• Either party may terminate for material breach upon five (5) business days' written notice if the breach remains uncured.
• We may terminate these Terms or any Work Order with or without cause upon ten (10) calendar days' written notice.
• We may suspend Services immediately upon written notice for any reason.
• Upon termination: all licenses cease, Adzkart Property is returned/deleted, Confidential Information is destroyed, and outstanding obligations (including payment for valid Services rendered) survive.
17. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wyoming.
18. General Provisions
• Entire Agreement: These Terms, together with all Work Orders and our Privacy Policy, constitute the entire agreement between the parties.
• Amendments: These Terms may only be modified in writing signed by both parties, or by our posting of updated Terms on our website.
• Assignment: You may not assign or transfer these Terms without our prior written consent.
• Independent Contractors: The parties are independent contractors. Nothing herein creates an agency, partnership, or employment relationship.
• Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
• Publicity: Neither party shall use the other's name, logo, or trademarks in marketing or publicity without prior written consent.
• Language: These Terms are prepared in English. Any translation is for convenience only.
19. Changes to These Terms
We reserve the right to update or modify these Terms at any time. Changes are effective immediately upon posting. Your continued use of our Services following any changes constitutes acceptance of the revised Terms.
20. Contact Us
Adzkart Media LLC
30 N Gould St. Ste 4000, Sheridan, Wyoming 82801, USA
Email: privacy@adzkart.com
