Terms of Service

Last Updated: 23/02/2018

These terms and conditions, together with any other documents or materials referenced or incorporated herein (collectively, the "Agreement") constitutes a binding agreement that governs your participation in the SSP operated Vubio. As used in this Agreement, "we", "us", "our" or "Vubio" means Vubio a RoverAdv Ltd company, and "you" or "your" means the person or entity entering into this Agreement to participate in the SSP. Unless otherwise expressly agreed in writing by Vubio, the application of any other contract or conditions (including your own Terms and Conditions) is expressly excluded. We reserve the right to change or amend terms of this Agreement any time, for any reason, or for no reason at all, at our sole discretion. The most recent version of this Agreement will be posted here. Although we might provide notice of material changes to this Agreement, it is your sole responsibility to keep yourself informed of any such changes or amendments. Should you object to any terms and conditions of this Agreement or any subsequent changes to this Agreement or become dissatisfied with us in any way, your only solution is to notify us in writing of termination two Business Days in advance.

1. Account

In order to participate in the SSP, you will be required to create an account with us ("Account"). In creating your Account, you certify that all information you provide is complete and accurate. You agree to update such information when required or requested, and you further agree not to use another person's account without permission. You are responsible for maintaining the confidentiality of, and restricting access to, your Account and password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to notify us immediately of any breach of security or unauthorized use of your Account. We shall not be liable for any losses, damages, liabilities or expenses caused by any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use.

2. Undertaking

You acknowledge and agree that the SSP is operated by Vubio as a passive conduit for the traffic distribution and publication of information submitted by you and Vubio has no obligation to screen communications or information in advance on any Publisher Sites. Consequently Vubio shall not be liable for the underlying advertising product(s) or service(s) provided by Publisher Sites available through the SSP. Vubio do not warrant the correctness, accuracy, timeliness, reliability of any content or information posted on Publisher Sites nor do Vubio makes any representation or guarantee regarding the level of impression, the conversion rate, or the timing of delivery of any impressions available through the SSP. Furthermore, Vubio will not be subject to any liability whatsoever for: (a) Any failure to provide access to all or any part of the SSP due to systems failures or other technological failures of Vubio or of the Internet; (b)Network disconnection caused by the network operators; (c) System maintenance; (d) Server down, server maintenance or device failures of the third party publishers; (e) Service interruptions caused by events beyond Vubio control; and (f) Errors in content or omissions in any Advertising Materials.

3. Pricing

The SSP allows you to buy impressions across a range of Publisher Sites. Often a real-time process determines the price of those impressions, and they are simply sold to the Publisher/Merchant or Advertiser offering the highest price. Minimum starting price per 1000 impressions CPM (cost-per-mille) is $0.20. On CPC (cost-per-click) the minimum starting price is $0.01.

4. Payment

You agree to pay the applicable charges for the impressions you successfully won by the real-time purchase plus all related taxes and fees (including without limitation VAT, duties or withholding taxes or remittance fees), and to reimburse us for all collection costs and interest for any overdue amounts. All charges are non-refundable and non-recoupable and shall be made in advance unless otherwise agreed upon by Vubio. Vubio is under no obligation to provide any services until payment is received: 1) Payment in advance: The initial prepayment starts at a minimum of USD 25.00. You shall pay to Vubio the initial prepayment as above mentioned according to the payment methods designated by Vubio within five (5) business days after the Effective Date of this Agreement. You hereby agree that all the payment you deposit into your account with Vubio is non-refundable and non-recoupable. Vubio has the right to designate new payment methods and update the prepayment range due to different payment methods. The charges for impressions you successfully purchased will be debited from your Account at the time of purchase. It is your responsibility to ensure your Account with us has sufficient funds to pay for the impressions. Vubio reserves the right to set and negotiate specific initial prepayment amount on a customer-by-customer basis. 
1) If you make a payment for our products or services on our website, the details you are asked to submit will be provided directly to our payment provider via a secured connection.
2) The cardholder must retain a copy of transaction records and Merchant policies and rules.
3) We accept payments online using Visa, MasterCard and American Express credit/debit card, as well as Paypal and Crypto payments (ETH and BTC).

5. Tracking

You acknowledge and agree that statistics recorded by Vubio are the definitive and binding measurements for calculation of the charges under this Agreement. In the event that you dispute in good faith any portion of an invoice and claims a discrepancy, you must submit that dispute to Vubio in writing and in sufficient detail and proof within seven (7) days upon the receipt of the invoice. If you do not dispute the invoice as set forth herein, then you agree that you irrevocably waive any claims based upon that invoice.

6. License

You shall be responsible for preparing Advertising Materials (defined below) to be used after a successful request in accordance with Vubio policies and specifications in effect from time to time and subject to the prior examination by Vubio. You hereby grant to Vubio a non-exclusive, worldwide, free of charge, revocable and sub-licensable license to:

1) Create, copy, transmit and display the Advertising Materials you provided to us, including graphic file and/or any and all accompanying printed, hand written or electronically transferred information supplied by you to be displayed for advertising purposes (“Advertising Materials”); 
2) To copy, transmit and display the logos, trademarks, service marks and/or identifying words associated with you , Advertising Materials and the products or services under promotion through the SSP;
3) Use data collected for market research and for press releases without identifying you;


7. Responsibility for the Products and Materials

Vubio reserves the right to reject or cancel any Advertising Materials at any time, for any reason whatsoever, including but not limited to belief by Vubio that the relevant Advertising Materials or the elements contained therein may subject Vubio to criminal or civil or administrative liability or is materially adverse to Vubio interests. The fact that Vubio has not rejected any Advertising Materials shall in no way reduce, limit or otherwise affect your responsibility and obligations under this Agreement.  You shall notify Vubio in writing of any changes made to the Advertising Materials or the underlying service or products as soon as possible before the changes become effective. If Vubio determine (in Vubio sole discretion) at any time that the Advertising Materials provided by you is inaccurate or that any of the products or service promoted by you through the SSP violates any applicable laws, rules, regulations or any of Vubio policies, Vubio may suspend your participation in the SSP with or without prior notice to you.

8. Representations and Warranties

You represent, warrant and covenant that:

1) You hold the necessary rights to permit the use of the Advertising Materials by Vubio; 
2) All Advertising Materials comply with laws, regulations, industry standards in the applicable territory and any written requirements mandated by the Publisher Sites; 
3) Neither the Advertising Materials nor the products or services promoted by the Advertising Materials contain any item that (i) is misleading, inaccurate, or that makes fraudulent or unfair competitive claims or that makes insufficiently supported claims or claims that distort the true meaning or practical application of statements made; (ii) would be considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal; (iii) violates any third party right including without limitation, intellectual property rights; (iv) use, endorse or promote content which is adult content, pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, violates export control laws, offensive; (v) contains any virus, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam-ware, destroy, limit or adversely affect the functionality of any computer, computer software, mobile device, hardware, network or telecommunications equipment; (vi) encourage or incentivize end users to visit, click or any other way for the purpose of generating revenues in an undue manner; (vii) install or execute on end uses’ mobile device application(s)/software/program(s) without authorization of that user;
4) Advertising Materials comply with standards of decency and good taste. Vubio will decide, in its sole discretion, whether the Advertising Materials provided to Vubio comply with these standards; 

Vubio requires full compliance by you to all the above representation, warrants and covenant. In the event that Vubio learns of any breach on these terms by you, Vubio will impose the punishment in the following sequence plus any damages caused, which can include but is not limited to, loss of revenue due, additional fines imposed by the Publisher Sites, or regulator and any other rights and remedies available to Vubio: (i) send you a written notice upon your first violation; (ii) freeze your Account for thirty(30) days upon your second violation and (iii) deactivate your Account and forfeit all the remaining balance upon your third violation.  You agree that Vubio, in its sole discretion, shall be responsible for determining the existence of violation and you shall be bound by any and all such determination. Upon a good faith determination of violation by Vubio, you agree that you bear the burden of proving to Vubio that you did not engage in the violation.

9. Indemnification

You shall defend (or pay our fees and costs of defense at our sole discretion), indemnify and hold us and our respective successors, affiliate entities, assigns, shareholders, officers, directors, employees and applicable third parties (e.g., licensors, licensees, consultants and contractors) (collectively, the "Indemnified Person(s)") harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) brought against the Indemnified Person(s) and arising out of or related to, your participation in the SSP, Advertising Materials, and/or your breach (or any alleged breach) of any term of this Agreement.

10. Disclaimer

Except as expressly provided in this agreement, vubio disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement arising out of your participation in the ssp or use of any related services . further, Vubio expressly disavow any obligation to defend, indemnify or hold you harmless in connection with any lawsuit or other proceeding arising out of such participation or use. in addition, we make no representation or warranty that the operation of the ssp or any related services will remain uninterrupted or error-free.

11. Limitations of liability

Vubio, Their subsidiaries, directors, officers, employees, agents, designees contractors, affiliates, successors and assigns shall not be liable for exemplary, consequential, special, punitive or similar damages, including without limitation, any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data arising in connection with this agreement even if we have been advised of the possibility of such damages. further, Vubio, their subsidiaries, directors, officers, employees, agents, designees contractors, affiliates, successors and assigns aggregate liability arising with respect to this agreement will not exceed the aggregate amount paid to Vubio during the preceding three (3) months by you. the foregoing limitation of liability shall apply regardless whether based upon breach of contract, negligence, tort, errors and omissions, copyright, trademark, patent, or any other claim or cause of action under which such damages are sought. Except as otherwise ser forth herein, no action arising under or relating to this Agreement, regardless of its form, may be brought by you more than 3 months after the cause of action has accrued and in any event no later than 3 months after the termination of this Agreement.

12. Termination

Either party may terminate this Agreement at anytime by providing notice to the other party two (2) business days before such termination become effective. Notwithstanding anything to the contrary in this Agreement, Vubio may suspend, deactivate or terminate your Account and your right to use the services from SSP at any time in its sole discretion, due to your breach of any terms of this Agreement. You are obligated to compensate Vubio for all impressions up to the point the termination takes effect and for all non-cancelable portions.

13. Use of Data

You acknowledge and agree that data collected, in addition for Vubio to performing the obligations to you, may be used for the following purposes:

1) Formation of algorithm: Vubio will collect the raw data from you campaign (e.g. number of clicks, click time, click-through rate, offer price, cost-per-click, conversion rate, etc) to formulate predictive algorithm;
2) Product Whitepaper: Upon analyzing the data collected, Vubio would be entitled to publish Product White Papers to disclose the findings we obtained; 
3) Marketing and Press Releases: Findings might be used with regard to various marketing and press releases to share with the market;

More informations about the data we collect and matters regarding GDPR can be found here.

14. Confidentiality

Except as otherwise provided herein, each party agrees to treat as confidential and not to disclose, duplicate, use or permit the use by a third party of any information, documents or materials provided by the other party under this Agreement other than for the purpose of providing its services under this Agreement or as may be required by law.

15. General

1) If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
2) No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
3) The headings in these Terms are inserted for convenience only and do not affect its construction.
4) This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall be null and void. Vubio may assign this Agreement, in whole or in part, to another Vubio group companies.
5) Any dispute or claim arising out of or in connection with this website shall be governed and construed in accordance with the laws of United Kingdom.
6) The United Kingdom is our country of domicile. Our office is registered at New Derwent House, 69-73 Theobalds Road, London, England, WC1X 8TA.
7) Minors under the age of 18 shall are prohibited to register as a User of this website and are not allowed to transact or use the website.

16. Service Policy

Vubio will NOT deal or provide any services or products to any of OFAC (Office of Foreign Assets Control) sanctions countries in accordance with the law of United Kingdom.

17. Refund and Cancellation Policy

Refund for technical errors (such as double charge) or any event where Vubio is responsible will be refunded. Note: Refunds will be done only through the Original Mode of Payment.