These Terms define the conditions under which Unative provides services to Publishers and Advertisers ("Client"), authorized to control and dispose of respective digital properties and video advertising materials for the purpose of promotion and monetization using inventory, channels and means provided by Unative ("Program"). Other contracts and terms, which are not agreed with Unative in writing (e.g. in Insertion Order), are excluded. Use of the Program by Client is a sufficient acknowledgment that Client has read, agreed and understood the Terms. Unative has the right to amend the Terms from time to time at its sole discretion. Client will be notified of such change via email, change notice or posting on Unative website. The continued use of the Program by Client shall mean the acceptance of such change.2. Validation
The Program is available for legal entities and individuals reached at least the full legal age of majority having full capacity to conclude contracts.3. Description of Service
Unative provides to Publishers a set of means and video advertising materials coming from Unative Advertisers to implement on their digital property and further monetize it. Unative provides to Advertisers means, channels and inventory from Unative Publishers to place their video advertising materials for the purpose of sale, promotion or distribution of goods and services.4. Obligations
а. Responsible use of the materials provided by Unative.
b. Compliance. Client warrants compliance with these Terms and other documents agreed in writing between Unative and Client. Client warrants compliance with existing laws and regulations.
c. Authorization. Client warrants it has sufficient authority to participate in the Program and operate Client's property and materials.
d. Prohibited activities and content. Client shall use this Program in a loyal non-abusive manner. Client undertakes: not to modify content of materials related to Program and provided by Unative; not to be engaged in fraudulent activity; Unative may terminate Client participation in Program at its sole discretion if it's determined that Client property and materials are unsuitable for the Program, including (but not limited to) if it:
All numbers in respect of the Ads data for the purposes of billing and payment shall be based on Unative's reporting system. Should Client give the complaint about the final numbers, they must provide Unative with a detailed report and proof for such complaint. Difference of final numbers between Unative and Client's server should not be more than 15%. In the event there is a greater than 15% differential between the Client/Unative's server reports both parties will do their best to resolve them in good faith.6. Term and Termination
Unative will not be liable to Client with respect to any subject matter of these Terms under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business, even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in these Terms, in no event shall Unative's cumulative liability to Client arising out of or related to these Terms, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceeded the total amount paid to either Party during last 6 (six) months.8. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of these Terms which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.9. Miscellaneous
In the event of any inconsistency between the Terms and any other applicable terms, these Terms will prevail. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect.