Terms of service

Please, read these Terms of service carefully and get to know your rights and the Publisher’s responsibilities.

These Terms of Service are an integral part of a legally binding agreement concluded between 92Ads (hereinafter: Company) and a natural person, legal person, or a legal entity without legal personality (hereinafter: Publisher).

Full access to the Website and Account is granted only to subjects authorized by the Company, including:

Publishers who accepted the conditions of these Terms and set up their Account, or
Publishers who entered into Individual Cooperation Contracts with the Company and set up their Account

USING THE SERVICES PROVIDED TO THE PUBLISHER IS DEPENDENT ON ACCEPTING THE CONDITIONS OF THESE TERMS.
BY USING THE PRO SERVICES AS A PUBLISHER, YOU AGREE TO THESE CONDITIONS.

FOR PUBLISHERS WHO SIGNED INDIVIDUAL COOPERATION CONTRACTS WITH PRO, IF THERE ARE DISCREPANCIES BETWEEN THE CONDITIONS OF THE TERMS BELOW, AND CONDITIONS IN THE INDIVIDUAL CONTRACT, THE ONES FROM THE INDIVIDUAL CONTRACT ARE BINDING.

§1 DEFINITIONS

Account – part of the Website that constitutes an individual account of a Publisher on which information is shared with them, among others, their remuneration for the placement and emission of the Script.
Internet Media – websites and internet applications, games, video materials published via the Internet, operated or published by the Publisher.
PRO – Publishers Revenue Optimization sp. z o.o. (the owner of 92ads.com website) located in Wrocław at Braci Gierymskich 76 Street, 51-640 Wrocław, entered into the register of entrepreneurs kept by the District Court, KRS 0000520454, NIP 894-30-54-999, [email protected].
Terms of service / Service Contract – a contractual template binding the PRO with the Publisher, specifying in particular the terms and conditions for placing a Script in the source code of Internet Media operated by the Publisher and the terms and conditions for Publishers to use the PRO Services via the Website. Within the scope of the provision of Services, the Terms of Service are the regulations referred to in Art. 8 of the Act of 18 July 2002 on the provision of services by electronic means (in Polish: art. 8 ustawy z dnia 18 lipca 2002 r. o świadczeniu usług drogą elektroniczną Dz.U. z 2002 r. Nr 144, poz. 1204 z późn. zm.).
Registration – the process of creating an Account on the platform by the Publisher.
Advertisement – graphic, text, or multimedia units promoting the business of subjects ordering the display of Advertisements.
GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Website – PRO’s website operating on the 92ads.com domain, with which it is possible to register an Account, and where PRO can provide its Services.
Script – a text file placed in the source code of the Publisher’s Internet Media, containing a sequence of instructions that run the Advertising analytics.
Parties – PRO and the Publisher.
Individual Cooperation Contract – an individual cooperation agreement concluded between the PRO and the Publisher, separate from the Terms of service, the terms of which are specified in the Terms of service to the extent not regulated in this contract.
Service – a service provided electronically by PRO to the Publisher via the Website, in particular, the Account management service.
Publisher – a natural, legal person or a legal entity without legal personality that registers an Account on the Website, the operator of the Internet Media within which the Script is placed, and uses PRO’s Services for their purposes related to business or professional activities.

§2 ACCESS TO THE ACCOUNT

Full access to the Account is granted to the Publisher on the conditions determined in the Terms of Service, who entered into an Individual Cooperation with 92Ads or only accepted the terms of the Service Contract determined in these Terms of Service.
Access to the Account is granted only to Publishers who have full rights to their Internet Media and content published there or other materials and who do not infringe on the provisions of law and principles of good conduct. Should 92Ads claim that at least one of the provisions determined above were breached, 92Ads has the right to deny access to the Account.
By accepting the conditions of the Terms of Service, the Publisher declares that they are a legal person or a legal entity without legal personality who, due to separate provisions, have the right to acquire in their own name the rights and incur liabilities, or a natural person, provided they conduct business and that by using the Account, they perform legal activities within the scope of their business.

§3 GRANTING AND THE SCOPE OF ACCESS TO THE ACCOUNT

Based on the Terms of Service, 92Ads grants to the Publisher a limited, non-transferable, non-exclusive right to use the Account in order to manage the services offered by 92Ads.
The Publisher does not receive any shares or intellectual property rights of the Website, Script, and Account. 92Ads retains all intellectual property rights to the Website, Script, and Account. None of the provisions of these Terms of Service is to be understood to effectively transfer or obligate to transfer intellectual property rights, including particularly proprietary copyrights – by 92Ads to the Publisher. Any use of the Account by the Publisher is subject to the conditions and provisions of the Terms of Service.

§4 TECHNICAL REQUIREMENTS FOR USING THE SERVICES

The condition of registering the Account on the Website and entering a Service Contract with 92Ads through it is using a device communicating with the Internet and equipped with a commonly used Internet browser and having an active electronic mail account working on any server (other than temporary or anonymous).
92Ads is not responsible for how Publisher’s email servers work or their IT connections.
92Ads reserves the right for the Website and Account to be temporarily (but not longer than 48 hours) unavailable entirely or in part, including for maintenance and implementation of necessary service functions, in the scope necessary for that, by informing the Publisher in advance in the form of an appropriate message on the Website.

§5 REGISTRATION OF THE ACCOUNT

The registration of the Account is obligatory if the Publisher wants to enter into a Service Contract with 92Ads. Before registering, the Publisher is obligated to review and accept the provisions determined in the Terms of Service. After successful registration, the Publisher receives access to the Account.
In order to register, the Publisher has to fill in the registration form available on the Website’s subpage 92ads.com, providing the following data:

a. name and surname of the Publisher or the person acting on his behalf,

b. email address,

c. phone number,

d. preferred contact language,

e. name of the Publisher who is a business entity (if applicable),

f. HQ address,

g. preferred currency for payouts.
After filling in the fields of the form with the data provided in §5 section 2, the Account will be created. The Publisher may begin using the Account after receiving an email from 92Ads ([email protected]) confirming its creation, clicking the link contained therein, which opens the initial login form, and then entering the email address provided during registration, which serves as the login, and creating a password that meets the requirements specified in the form. To use the Account, the Publisher must log in using the above login and password each time.
92Ads has the right to refuse to register an Account if the Publisher grossly violates the provisions of §5 section 5 letters a., b., c., §5 section 7, §6 section 1 of the Terms of Service.
By setting up their Account, the Publisher declares that:

a. the data they provided are complete and real,

b. they are authorized to enter the Service Contract,

c. the data they provided do not infringe on third party rights,

d. they familiarized themselves with the Terms of Service and undertook to comply with them.
By registering, the Publisher obtains permanent access to information on remuneration referred to in §8.
The Publisher is obligated to keep their Account password secret and protect it from revealing to unauthorized persons. The Publisher is obligated to immediately inform 92Ads ([email protected]) if access data to the Account have been seized by third parties and explain the circumstance of their seizure.
The Account is run for the Publisher for the duration of their Service Contract and the Individual Cooperation Contract.
Upon creation of the Account, a Service Contract is concluded between 92Ads and the Publisher.
Upon termination of the Service Contract or upon termination of a separate Individual Cooperation Contract, the Account will be deleted.

§6 THE PUBLISHER’S RIGHTS AND RESPONSIBILITIES

The Publisher is not allowed to:

a. distribute, copy, rent, publish, modify, rectify, adapt, translate the Website or sublicense it;

b. reproduce the source code of the Website, decompile or disassemble the Website, or create derivative works based on it;

c. attempt to obtain the source code of the Website based on compiled code;

d. use the Website with unauthorized, illegal, false or modified hardware or software;

e. violate any regulations, laws or the rights of 92Ads or third parties in connection with accessing or using the Account;

f. provide access to the Account to third parties, in particular to persons who are not employees or associates of the Publisher;

g. use access to the Account in a manner other than in accordance with the Service Contract and the Individual Cooperation Contract;

h. conduct online activities that violate good manners and principles of social life, including misappropriating third party copyrights or generating artificial traffic on one’s own website;

i. provide content of an illegal nature.
The Publisher is obliged to include the Script in the source code of the Internet Media.
Should 92Ads confirm that the Publisher has violated the Terms of Service, 92Ads may terminate the Individual Cooperation Contract and the Service Contract without notice (with immediate effect). Termination of the Service Contract or the Individual Cooperation Contract means that the Publisher will no longer have access to or be entitled to use all or part of the Account. 92Ads may also take other actions necessary to prevent unauthorized use of the Website and Account.
Regardless of the termination of the Service Contract or the Individual Cooperation Contract referred to in point 3 above, 92Ads reserves the right to withhold the payment of the remuneration referred to in §8 of the Terms of Service in the event that 92Ads finds that the Publisher has breached the terms of the Terms of Service.

§7 PRO’S RIGHTS AND RESPONSIBILITIES

92Ads makes every effort to ensure proper functioning of the Website and Account and the provided Services in technical and legal terms, and also provide Services according to the Terms of Service.
92Ads will acknowledge all changes to the provisions of law and update the Website accordingly.
The updates determined in §7 section 2 above will be made by 92Ads without incurring any costs on the Publisher.
92Ads is not responsible for any damage and losses directly or indirectly (including damage on the ground of losing the Publisher’s revenue, downtime or losing economic information and other financial damage) which are caused by using, inability to use, or improper functioning of the Website due to reasons not related to 92Ads.
92Ads is not responsible for improper use of the Website and Account by the Publisher or improper functioning of computer equipment, software or connection system.
92Ads is not responsible for the effects of failures in the Account beyond control of 92Ads, especially a possible loss of data stored there.
92Ads is not responsible for inconveniences related to using the Website and Account that result from delays caused by third parties which 92Ads has no influence on, as well as inconveniences caused by force majeure.

§8 REMUNERATION

The remuneration paid to the Publisher depends on the number of times the Script is broadcast in the Publisher’s Internet Media in which the Script is placed.
The Publisher’s remuneration is determined on the Account in the “Payments” tab.
The remuneration from the generated revenue is paid to the Publisher only after the amount of the remuneration exceeds 50 units of the currency which the Publisher selected while registering the Account.
92Ads is obligated to pay the remuneration due to the Publisher within 30 days from the end of the settlement period. The settlement period means a calendar month.
The remuneration for the Publisher will be paid each time on the basis of an appropriate accounting document.
The remuneration will be paid to the Publisher through the payment method selected by them on their Account.
The Publisher is not permitted to charge any additional fees unless 92Ads has expressly consented to this in advance in writing.
The Publisher may issue an accounting document provided that the fee exceeds the amount referred to in point 3 above. The name of the service should be “92Ads AI Engine script implementation, maintenance and impressions.”
No payment made by 92Ads shall constitute a waiver of any rights by 92Ads.

Applies to VAT payers
A Publisher subject to VAT regulations will comply with them and will indemnify 92Ads from its obligation to pay VAT and other charges to the extent that such VAT or other charges result from the Publisher’s failure to comply with the law.
The Publisher warrants that it is included on the electronic list of entities registered as VAT payers (if applicable). Otherwise, interest for the period of delay in payment caused by the Publisher’s failure to be included on the VAT list will not be due, and the Publisher waives the right to demand such interest.
In order to conclude a transaction with a value exceeding the equivalent threshold during a calendar year, the Publisher shall submit to 92Ads – before the transaction – a declaration regarding beneficial ownership compliance.

§9 CHANGES TO THE CONTRACT

92Ads reserves the right to change the provisions of the Terms of Service if important causes arise understood as:

a. cause of organizational and technical nature, particularly extending or limiting the Website’s functionalities and provided Services,

b. changes to the commonly binding provisions of law applicable to the services and Website’s functioning,

c. changes to the rules of settlements and payments,

d. the necessity to adjust the Terms of Service to binding judicial decisions of competent bodies,

e. the necessity to remove errors or ambiguities which could possibly be in the Terms of Service,

f. changes to 92Ads data, such as address details, names, numbers, email addresses or links posted in the Terms of Service.
92Ads will inform the Publisher about any changes to the Terms of Service through the 92ads.com website and, whenever possible, a direct email sent to the email address provided by the Publisher while registering. The notification in question will be provided with at least a 14-day notice and will indicate the date on which the changes to the Terms of Service will be in force, enabling the Publisher to cancel the Service Contract or the Individual Cooperation Contract whose integral part are the provisions of these Terms of Service with a 5-day period of canceling the agreement, keeping prior conditions and, consequently, ceasing to use 92Ads Account and services by the Publisher, and losing access to them prior to the changed conditions being in force.
Failure to deliver the withdrawal notice to [email protected] or via mail to 92Ads headquarters’ address provided in §1, section 2 prior to the changes to the Terms of Service being in force, as well as continuing to use the Account, is deemed implicit agreement of the new conditions by the Publisher.

§10 LIABILITY

92Ads is not responsible for the Publisher’s behavior and the consequences of actions undertaken by the Publisher and third parties which infringe on the conditions of the Terms of Service, including any damage that may result from the CMP tool available within the Account.
Within the binding law, 92Ads does not grant any guarantees, explicit or implicit, or warranties relating to the services (including all content that they have); including, among others, any implicit guarantees of satisfactory quality, transferability, applicability to a specific purpose or not infringing of third parties’ rights (particularly their intellectual property rights).
92Ads does not guarantee that the services will be available continuously, safe and free from errors, or that all errors and faults in the services will be fixed.
In the maximum scope allowed by the governing law, under no circumstances will 92Ads, or their employees, partners and subcontractors, and members of bodies and service providers be responsible for any indirect, particular, accidental, implicit, exemplary or result-affecting losses, including, e.g., loss of profits, data, options of using, renown or other non-material goods stemming from the access or lack of access and using or inability to use the Website and Account, and services provided through them, actions or content from other Publishers or external subjects, or illegal access, use or changes applied to content, regardless of whether 92Ads has been notified about such damage.
Regardless of the above, in no situation can 92Ads’s aggregate liability to the Publisher, relating to any claims resulting from or concerning the services or these Terms of Service, exceed the remuneration which 92Ads paid or was obligated to pay to the Publisher within 3 months directly preceding the date of claims being submitted. Limiting the responsibility for damages determined in the sentence above applies regardless of the basis of the liability (not meeting the conditions, agreement, delict, act, and others), regardless of the way in which the obligation was breached, and also in relation to all events, services, and the Terms of Service, excluding the damage on a person or damage done on purpose.
The Publisher is liable for any losses incurred by 92Ads due to the Publisher’s failure to comply with the Terms of Service or the Individual Cooperation Contract and/or due to any act or omission on the part of the Publisher, their employees or third parties engaged by the Publisher.
If, as a result of the Publisher’s defective performance of the Service Contract or Individual Cooperation Contract, any entity files a claim against 92Ads, the Publisher is obligated to indemnify 92Ads to the fullest extent possible, including, in particular, participating in the ongoing proceedings in place of or alongside 92Ads, providing 92Ads with all information, and compensating 92Ads for any damage caused, including legal fees. If, as a result of the Publisher’s defective performance, any person representing 92Ads is penalized or any proceedings are initiated, the Publisher will pay 92Ads the equivalent of the costs incurred by such person, including all legal costs.

§11 DURATION OF THE AGREEMENT

The Service Contract is binding for an indefinite amount of time.
Both 92Ads and the Publisher have the right to terminate the Service Contract at any time of the collaboration without providing reasons with a 30-day notice period by sending an email to the other Party’s email address. On the last day of the notice period, the Publisher loses access to their Account and is obligated to cease using it.

§12 PERSONAL DATA PROTECTION

92Ads is the controller of the personal data of the Publisher and persons acting on their behalf, as understood in article 4, section 7 of the GDPR.
The principles of personal data processing by 92Ads are specified in the Privacy Policy available at 92ads.com, and for any inquiries contact: [email protected].

§13 INTELLECTUAL PROPERTY

All materials, including elements of graphics, order, and composition of these elements (i.e., layout) of the Website are subject to 92Ads proprietary rights and industrial property rights.
Copyrights to the Website are under protection of the Act on copyright and related rights of 4 February 1994 (Journal of Laws 1994 no 24, pos.83, as amended).
Any use of any element making up the contents of the Website by anyone without written consent from 92Ads constitutes an infringement of copyright and can result in civil or criminal liability. For permissions or inquiries, contact: [email protected] or visit 92ads.com.

§14 GOVERNING LAW AND COURT JURISDICTION

In all cases not regulated in the Terms of Service, Polish law is applicable. Possible disputes that may stem from carrying out these Terms of Service will be settled in a court applicable to 92Ads. In the event of any disputes with the Protected Entrepreneur, the generally applicable provisions of Polish law will apply.

§15 COMPLAINTS

The Publisher can make complaints regarding the functioning of the Website and services provided by 92Ads described in the Terms of Service.
Complaints are to be submitted in written form or via email: [email protected].
Complaints should, to the extent possible, include the name which the Publisher registered their Account with, their email address used with the Account, and a description of the incident, which is the basis of the complaint. If the data and information included in the complaint require completing, 92Ads may request that the Publisher provide additional information before reviewing the complaint.
Complaints will be reviewed within 14 days from the date on which 92Ads received a properly filed complaint (which includes the required elements and does not require completion).
The Publisher will receive information about the manner of reviewing their complaint via email, on the address assigned to their Account.

§16 PROVISIONS RELATED TO PROTECTED ENTREPRENEURS

The provisions of this §16 apply only to Protected Entrepreneurs and in their case take precedence over the remaining provisions of the Terms of Service.
The Protected Entrepreneur within the meaning of these Terms of Service is a Publisher who is a natural person concluding a contract directly related to their business activity, when the content of this contract indicates that it is not of a professional nature for them, resulting in particular from the subject of their business activity, made available on the basis of the provisions on the Centralna Ewidencja i Informacja o Działalności Gospodarczej or, in the case of foreign persons, on the basis of the equivalent of this register or a register of a nature most similar to it.
Subject to point 8 below, a Protected Entrepreneur who has concluded a Service Contract with 92Ads may withdraw from it within 14 days of its conclusion, without providing a reason and without incurring any costs other than those provided for by law. To meet the deadline, it is sufficient to submit a declaration of withdrawal from the Service Contract to 92Ads before its expiry. A Publisher who is a Protected Entrepreneur may submit any unequivocal declaration of withdrawal from the Service Contract. A declaration of withdrawal from the Service Contract may be submitted in writing or via email to [email protected].
In a situation where the Protected Entrepreneur sends a declaration of withdrawal from the contract in electronic form, 92Ads will confirm receipt of the declaration of withdrawal.
The deadline for withdrawing from the Service Contract starts from the date of conclusion of the Service Contract.
In the event of withdrawal from the Service Contract, it is deemed not to have been concluded.
92Ads is obliged to pay the Remuneration immediately, not later than within 14 days from the date of receipt of the declaration of withdrawal from the Service Contract, for the period until the date of submission of the declaration of withdrawal from the Service Contract.
The right referred to in point 3 above shall not be granted to the Protected Entrepreneur in the cases specified in the Act (in Polish: Ustawa z dnia 30 maja 2014 r. o prawach konsumenta), including Article 38, in particular in relation to a contract for the supply of digital content not supplied on a tangible medium, where 92Ads commenced the provision of the service with the express and prior consent of the Protected Entrepreneur.
Any disputes between the Protected Entrepreneur and 92Ads will be resolved by the competent common court.
o use the Services, the digital environment of the Protected Entrepreneur must meet the relevant technical requirements. In the event of non-compliance of the Services with the Service Contract, the Protected Entrepreneur is obliged to cooperate with 92Ads to determine the issue.
Unless expressly stated in the Terms of Service, 92Ads does not provide technical support for the use of Digital Services.
If the Protected Entrepreneur’s remuneration over the next three settlement periods does not exceed a total of 50 units of the selected currency, 92Ads will pay the remuneration within 30 days of the end of the third settlement period.
The provisions of §7 points 4–7 and §17 point 4 do not apply to Protected Entrepreneurs.
With respect to Protected Entrepreneurs, the Service Contract may only be terminated by 92Ads for important reasons as defined in this section.
When the Protected Entrepreneur withdraws from the Individual Cooperation Contract, the related agreements, including the Service Contract, expire.

§17 FINAL PROVISIONS

The Publisher’s general terms and conditions, any contract templates used by the Publisher, ordering terms, etc. are hereby expressly excluded, unless the Parties have expressly agreed otherwise in writing. In the event of a conflict between these Terms of Service and the ones used by the Publisher, the Terms of Service shall prevail.
Whenever these Terms of Service refer to written communication between the Parties, this refers to both written communication and electronic correspondence (email) sent to the email address specified in these Terms of Service or the Individual Cooperation Contract. Delivery means receipt of a letter delivered by courier or traditional mail, or receipt of an electronic message (email).
Both Parties are obligated to protect confidential information, which the Parties understand as all information passed from one Party to another in connection with the Service Contract, including programs, technologies, program codes, specifications, materials, guidelines, documentation, traffic statistics, and advertisement performance data.
Confidential information may be used only to carry out the Service Contract.
Each Party can reveal confidential information only after receiving written permission from the other Party or if required by a court order or other competent authority.
Should confidential information be disclosed without authorization, the injured Party has the right to claim damages of 10,000 PLN as a contractual penalty, without prejudice to further claims under general law if damages exceed this amount.
The confidentiality obligation applies during the term of the Service Contract and after its termination, regardless of the manner of termination.
If any provision of these Terms of Service becomes invalid or unenforceable, the remaining provisions shall remain in force and shall be interpreted to achieve the original purpose as closely as possible, in accordance with applicable law.
These Terms of Service constitute the entire agreement between the Publisher and 92Ads regarding the use of the Website and Account. 92Ads may transfer its rights and obligations under these Terms to any third party. The Publisher will be informed in advance.
The Publisher agrees not to assign or transfer any rights or obligations arising from the Service Contract or Individual Cooperation Contract without prior written consent of 92Ads.
The Terms of Service are available free of charge at 92ads.com, allowing access, download, and storage at any time.
For matters not regulated in these Terms of Service, applicable Polish law, including the Civil Code, shall apply.