This website has created by Orbital Advertising S.L. a company dedicated to create, manage and optimize online campaigns provided and operated (“OrbitalAds”), with registered office at Calle Amaniel, 30, Madrid, registered with the Commercial Register of Madrid at volume 34,883, page 17, sheet number M-627376, with Tax Identification Number B87575692. You can contact OrbitalAds by email at email@example.com and by telephone on +1 (415) 886-7549 (US) or +34 902 84 88 15 (Spain)
1. Purpose and acceptance of the conditions
These terms and conditions (the “Conditions”) regulate the access and use of the website service through the domain https://www.orbitalads.com (the “Website”) property of OrbitalAds and the purchase and management by the user (hereinafter the “User” or “you”) of a non-exclusive and non-transferable license to use the OrbitalAds service (the “Service”) through the OrbitalAds platform (the “Platform”), .
By accessing the Website, for using the Service or, as applicable, for registering to use the Service, you declare that you have read and accepted these Conditions in full. If you do not agree with the content of these Conditions or with any part or clause hereof, you must immediately not access it or refrain from accessing and using the Website or the Service. Access to and use of the Service may be performed through the Platform or any other means established at any time by OrbitalAds. Except as otherwise provided in these Conditions, OrbitalAds may amend them at any time. The date indicated at the beginning of the Conditions corresponds to the last update of the Conditions. If you do not agree with the new Conditions, or any part of this Conditions or any clause thereof, you may refrain from accessing and using the Website and the Service, because once the new version of the Conditions has entered into force, it will be deemed that you have read and accepted it without any reservation.
2. Capacity to accept the conditions
The Service is intended for Users aged over 18 years and for an use in business or professional’s activities. The Service is not intended for consumers. If you are a natural person, by accepting these Conditions, you declare that (I) you are more than 18 years of age, (II) you are purchasing the Service for your professional activity, and (III) you are fully capable to assume and fulfil the terms of these Conditions. If you are under 18 years of age or you are a consumer, please do not access or use the Service. If you have registered and are using the Service on behalf of a company or entity, you declare that you are duly authorised and legitimated to (I) represent and act on behalf of the company or entity, (II) accept these Conditions and manage the Administrator Account (as this term is defined below) on behalf of that company or entity, and (III) abide the company or entity by these Conditions. In this case, for the purposes of these Conditions “you” or “the User” will be deemed to be the company or entity in question.
3. The Registration Process and the Account’s User
For registration in the Service, the User shall provide a valid email address at which the User will receive any notification related to the Service and activate its account (the “Administrator Account”). In some cases, OrbitalAds may directly provide an Administrator Account to a User.
In addition, the full access to the Service shall require that User provides OrbitalAds with certain mandatory information as stated from time to time in the Website for the appropriate rendering of the Service; as well as the details of the means of payment which shall be associated from that moment on to the Administrator Account.
The Service shall be active subject to full payment of all fees and charges on due time and can be suspended at any time without notice in case of non-payment or delay on payment of fees and charges.
OrbitalAds shall not have direct access to the credit or debit card details of the User as entered on the payment platform and is not responsible for the functioning of the payment platform. The Service shall be operative once the User has provided fully the information required in the Website. A confirmation of the contract will be sent to the registered email address of the Administrator Account.
The User represents and warrants that information provided is true, complete and up to date. It is User’s responsibility to keep such information updated. The User shall be the sole responsible for maintaining such information updated. The User shall not impersonate any other person upon registration.
In some cases, the access to the Service shall subject to further requirements.
The User may request OrbitalAds the creation of multiple user accounts to be used by its employees, subcontractors or collaborators (the “User Accounts”). In such a case, the User will provide OrbitalAds with the relevant information in order to activate each of its User Accounts and shall be responsible for the use of the Platform and the Service from each User Account. In addition, the User may request the creation of different advertising accounts linked to the Administrator Account (the “Client Accounts”). The User may manage multiple Client Accounts through its Administrator Account.
The User must safeguard its password, treat it as confidential and not disclose it to other persons. In addition, the User shall not publish, distribute or disclose the password. The User shall never allow other users or third parties to use its Administrator, User or Client Accounts (except for its employees, subcontractors or collaborators that can be authorized to use the User and Client Accounts), nor use the account of another user.
The User shall immediately inform OrbitalAds of any violation or suspected violation of security, or unauthorized use of its Account. The User shall ensure that any person authorized to use a User Account complies with the above conditions.
If OrbitalAds has reasons to believe that any unauthorized third party is using the Administrator, any Client or any User Account, OrbitalAds may suspend the Administrator, Client or User Accounts and the use of the Service. The User is the sole responsible of the use, configuration, management and administration of the Administrator, Client or User Accounts and any other use of the Service through the Administrator, Client or User Accounts, through any device or location, undertaking to indemnify and hold harmless OrbitalAds of any damages, costs, losses, claims, lawsuits or actions that would or could be incurred by OrbitalAds as a consequence of or in connection with usage of the Service by the User or by any person authorized by the User to use a User Account. OrbitalAds may suspend or eliminate the Administrator, any Client or any User Account if it believes that you do not comply with the terms set forth in these Conditions.
4. Use of the service
The User is authorized to access and use the Service only in accordance with these Conditions. The User undertakes to use the Service in good faith and not to use it negligently, for fraudulent purposes or in an unlawful manner. Likewise, the User undertakes not to perform any conduct or action that would or could harm the image, the interests and/or the rights of OrbitalAds, other users, or third parties. The User shall be responsible for ensuring prior to using the Service that its features fulfil the User's needs and that has all settings, equipment and software required for such purpose, bearing the necessary costs for usage of the Service. The rights granted to the User under these Conditions are personal, exclusive, and shall not be assigned by the User to third parties (except to its employees, sub-contractors and external collaborators), totally or partially, by any mean, without the prior, express and written authorization from OrbitalAds. The commercialization, reselling or any similar use of the Service is not authorized in any regard, and shall entail the immediate termination of the Service.
5. License for use of the service
Subject to the terms of these Conditions, OrbitalAds grants to User a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to use the Service for internal business purposes only, for the activities of creation, publication, analysis and optimization of online ads. Nothing in this license transfers or assigns to User any of OrbitalAds intellectual property rights in the Service and OrbitalAds reserves any rights in the Service not expressly granted in this license.
6. OrbitalAds service
All files and data stored, edited and managed in the Platform shall be hosted on servers controlled by OrbitalAds.
To enjoy all features offered by the Service, the User shall expressly authorize to OrbitalAds, when the User has registered in the in the Service according to this Conditions, and provide access to functionalities such as advertising social media accounts, search, analytic tools, tag manager, conversion and eMarketing pixels, via token and email. The User shall be responsible for maintaining such access active. Likewise, it is the User’s sole responsibility to comply with the conditions laid down at any given moment by the relevant client for such access.
The User guarantees that it is the legitimate owner of such functionalities and shall indemnify and hold harmless OrbitalAds against any third-party claim based on the use of such functionalities, bearing any damages or losses (including legal costs) that might arise out of such claims. In the course of using the Services, the User may provide information that may be used by OrbitalAds for the provision of the Services. The User shall be solely responsible for the information provided to OrbitalAds for the configuration of the Service. When providing this information, the User authorizes OrbitalAds to use it for the provision of the Services and shall be responsible for any modification of the User information provided for the provision of the Services.
The User shall grant to OrbitalAds a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to anonymously implement, use, modify, commercially exploit and/or incorporate into the Service such information. The User acknowledges and agrees that the Service may in some cases make bids for up to 5% of the proposed budget when, according to the data, the bid is for an interesting item for the purposed campaign. The User shall accept any additional cost derived from the above. The User will be able to access via the Platform to reports and relevant insight regarding the performing of its online campaigns. The User expressly authorizes OrbitalAds to send notifications of certain information that may be of its interest regarding the use of the Service via the Platform and its registered email. OrbitalAds may temporarily suspend the access and use of the Platform for the performance of maintenance tasks, including, but not limited to; infrastructure or software versions updating.
To use the Service, the User shall pay a fee calculated by the ad investment to be implemented by the User (the “Fee”). For the price calculation, ad investment shall be understood as the monthly investment by Client Account, including the total amount of advertising investments or expenses (excluding VAT o similar tax applicable) managed by the Platform for each Client Account during a calendar month, regardless of when these amounts shall be paid to the appropriate vendor. In case the Fee is changed, the User shall be notified with a 30-day prior notice through the email registered for its Administrator Account. In case the User continues using the Service after such 30 days, the change of Fee shall be deemed as accepted by the User. The Fee covers the use of the Platform and features displayed on the Website under the terms set forth in these Conditions. The prices displayed on the Website for any ad investment are expressed in US Dollars and do not include, unless otherwise indicated, Value Added Tax (VAT) or any other similar corresponding tax. The price shall be paid as stated in the Website by the payment mean associated to the Client Account. OrbitalAds shall issue and forward to the User an invoice for the Service.
In connection with the use of the Service, the Platform or the Website, you may not:
Perform reverse engineering procedures, decompile, decode or hack the technology used by OrbitalAds to provide the Service;
Impersonate any person or entity, or falsely state or misrepresent its affiliation or association with a person or entity;
Interfere, interrupt or violate the security of the Service, the Platform or the Website, or the servers or accounts used by OrbitalAds to provide the Service and to operate the Website and the Platform;
Take any action that damages, make unavailable, overload (as determined by OrbitalAds at its sole discretion) or deteriorate or hamper the normal usage of the Service, the Platform or the Website, affect their security or impede or interfere with them;
Interfere or attempt to interfere in the proper operating of the Service, the Platform or the Website;
Bypass any measure used by OrbitalAds to prevent or restrict access to the Service (or to other accounts, computer systems or accounts associated with the Service), the Platform or the Website; Access the Service through any program, application or tool other than those provided by OrbitalAds, or indented for any purpose other than the normal use of the Service, such as malicious attempts to gain control of the Service or to deny the Service, performance tests or comparisons. This restriction applies to the Website and the Platform and also to any electronic activity whose destination is the OrbitalAds infrastructures (its servers and public IP addresses), that would be contrary to normal operations in accordance with the terms set forth in these Conditions or would or could unjustifiably damage the interests of OrbitalAds, without prior, express and written authorization of OrbitalAds:
Decipher, decompile, disassemble, perform reverse engineering or attempt to decipher the source code or the ideas or algorithms of any part of the Service, except to the limited extent in which applicable laws specifically prohibit such restriction;
Copy, lease, rent, distribute, download, reproduce, transmit, broadcast, display, sell, license, exploit or otherwise transfer any content of the Service, the Website or the Platform, in any manner not intended by the normal operating of the Service, the Website or the Platform, unless expressly authorized by these Conditions; or
Employ the Service to any action that violates the applicable regulations or that infringe third-party rights.
The User acknowledges that OrbitalAds shall be entitled to terminate the Service, and therefore, to cancel the access and use thereof by the User (including access to the Platform and the data stored in the Platform), if there is a breach or OrbitalAds suspects there is a breach of these Conditions, at any time, with or without prior notice, effective immediately.
If the User has more than one Client or User Account from the same Administrator Account, the removal of one of them shall imply that you will not have access to the removed Client or User Account, nor the data stored herein, but the Service will not terminate, and you will be able to continue accessing the remaining Client or User Accounts that remain active. Notwithstanding the foregoing, OrbitalAds will comply with those preservation obligations which may be legally applicable.
All provisions set out in these Conditions which by their nature should survive the termination of the contractual relationship between the User and OrbitalAds will remain in force after termination of the contractual relationship, including, without limitation, intellectual property provisions, warranty disclaimers, indemnifications and limitations of liability.
9. Intellectual property rights
All intellectual property rights over the Service, the Website or the Platform, the design thereof and the source code, including, without limitation, logos, trademarks, distinctive signs, graphic design, software or algorithms, belong to and are owned completely and exclusively by OrbitalAds or its licensors, and are protected by international intellectual property regulations and treaties.
The User can access and use the Service, the Website or the Platform as provided by OrbitalAds and permitted by these Conditions. Except when specifically, authorized for this purpose, the User may not reproduce, transform, distribute, make any derivative work, make available, communicate to third parties, extract, reutilize and/or use the Service, the Website or the Platform.
When the Service is contracted, OrbitalAds grants the User a personal, limited, revocable, non-exclusive and non-transferable license to use the Service (including the Platform subject thereof), in accordance with the terms provided in these Conditions.
For the provision of the Service it might be necessary that OrbitalAds perform certain software techniques such as web scraping in order to extract information from the websites designated by the User at any given moment, the User may also provide information which may be used by OrbitalAds in connection with the Services. Consequently, the User grants OrbitalAds, who accepts, a non-exclusive, free and worldwide license to access said information for the provision of the Service and to use, modify reproduce, distribute, prepare derivative works and perform such information as permitted through the functionality of the Services and under this Conditions. The User guarantees that it holds all rights required over the designated websites and the information provided for the performance of the Service and for the granting of the above license to OrbitalAds, and shall indemnify and hold harmless OrbitalAds against any third-party claim based on the performance of the use of such information, bearing any damages or losses (including legal costs) that might arise out of such claims. OrbitalAds does not allow performing activities through the Service that would infringe intellectual property rights. In this case, OrbitalAds reserves the right to suspend or eliminate the Administrator Account.
10. Personal data processing on behalf of the user
Unless otherwise specifically agreed between the Parties, OrbitalAds shall not access to personal information of third parties, for which the User is the controller, nor process any personal data on behalf of the User. In case the specific services required by the User imply the processing of personal data, OrbitalAds and the User shall enter into a Data Processing Agreement under the requirements stated by applicable regulations according to the Privacy Polity [*].
The data provided through the Service shall be strictly confidential, and may therefore be used by OrbitalAds to perform of its obligations and/or the exercise of its rights herein or only to provide the Service unless otherwise provided herein, and will not be disclosed to third parties other than directors, employees, officers, professional representatives, advisers, sub-contractors and agents of OrbitalAds, which shall be subject to similar obligations of confidentiality.
In the event of an incident or a problem in accessing or using the Service, the User may request support from OrbitalAds via firstname.lastname@example.org. The support service is available in Spanish and English. OrbitalAds may access the Client Account for the provision of technical support, upon request by the User.
In the event that the User detects any bug or error that may affect the use and operation of the Platform by the User or another users, it shall immediately report OrbitalAds via email@example.com.
OrbitalAds may provide updates to the Service and to the software on which is based at any time, with or without prior notification to the User.
The User acknowledges and accepts that it uses the Service at all times at its own risk and venture, and that OrbitalAds is therefore not responsible for any misuse or use of the Service in breach of or for any breach of these Conditions.
If you access the Service, you do so at your own risk and are responsible for the compliance with the laws of your jurisdiction.
THE SERVICE IS PROVIDED "AS IS" OR "AS AVAILABLE", AT YOUR OWN RISK, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OR CONDITIONS OF ANY KIND. ORBITALADS MAKES NO, AND HEREBY DISCLAIMS, ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, QUALITY, SATISFACTION, NON-INFRINGEMENT, LAWFULNESS, ABSENCE OF VIRUSES OR MALICIOUS CODES, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY OF PERFORMANCE OR USE OF TRADE.
To the fullest extent permitted by applicable regulations, OrbitalAds does not warrant and disclaims any liability from the availability and continuity of the Service, the Website or the Platform, their reliability, quality, correctness, security, integrity, lawfulness or fitness for a specific purpose or activity. No information, whether verbal or written, obtained from OrbitalAds or through the Service, the Website or the Platform will create any guarantee not expressly set out in these Conditions.
As a way of example and without limitation, OrbitalAds shall not be liable for any damages that might result from:
Use of devices incompatible with the Service, the Website or the Platform. Interruptions, bugs, viruses, faults, trojans horses or alike, technical problems, interferences, omissions, unavailability, power cuts, failures of the telecommunications networks or equipment of the User which are not OrbitalAds responsibility.
Delays or blockages in usage of the Service, the Website or the Platform due to deficiencies or traffic overload on the Internet, in the communication network or the electricity grid. Third parties actions.
Impossibility of accessing the Service, the Website or the Platform.
Any other event beyond OrbitalAds direct control.
OrbitalAds shall not be liable for any delay or breach of any obligation set forth in this contract provided that such delay or breach is the result of unforeseeable or foreseeable causes but inevitable, resulting from force majeure, including, without limitation, fire, accident, sequestration, governmental provision, blockade, etc.
ORBITALADS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSABILITY FOR ANY SERVICE OFFERED BY THIRD PARTIES WITH REGARD TO THE SERVICE, AND ORBITALADS WILL NOT BE PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTIONS BETWEEN YOU AND THIRD-PARTY SERVICES PROVIDERS.
14. Limitation of liability
USE OF THE SERVICE, THE WEBSITE OR PLATFORM IS PERFORMED SOLELY AND ENTIRELY AT THE RISK OF THE USER AND ORBITALADS, ITS EXECUTIVES, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER CONTRACTUAL OR NON-CONTRACTUAL, THROUGH TORT OR ON ANY OTHER LEGAL BASIS, SUFFERED BY THE USER BY USING THE SERVICE, THE WEBSITE OR THE PLATFORM FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS PAID BY YOU TO ORBITALADS FOR THE SERVICE DURING THE PREVIOUS SIX (6) MONTHS, WHICHEVER IS THE LOWER; WHETHER OR NOT ORBITALADS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You undertake to defend, indemnify and hold harmless OrbitalAds, its executives, employees, agents, affiliates, parents and subsidiaries against any claim, damages, obligations, losses, liabilities, costs or debts and expenses (including attorney’s fees) arising as a result of: (I) your access to and use of the Service, the Website or the Platform; (II) your violation of any term of these Conditions; (III) your violation of any third-party right, including, without limitation, any copyright, intellectual property or privacy right; or (IV) any claim for damages caused to a third parties through the use of the Service, the Website or of the Means of Access. This defense and indemnification obligation will survive these Conditions and your use of the Service, the Website or the Platform. OrbitalAds reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will be required to assist and cooperate with OrbitalAds in asserting any available defense.
In the event that any competent court declares any provision of these Conditions null and void, all remaining provisions of these Conditions will remain fully valid. Any provision of these Conditions declared partially null and void will continue to have full effect in the part that has not been declared null and void.
These Conditions are available for the User prior to contracting any Service and may be stored or reproduced on a lasting storage medium. You may print a copy of these Conditions for future consultation. OrbitalAds reserves the right to make modifications in the Service at any time, with or without prior notice, and without any obligation or indemnification against you for modification.
The User authorises OrbitalAds to utilize and reproduce its corporate logo on the Website throughout the term of use of the Service, for the sole purpose of promoting the Service and publicizing the use of the Service by the User. The user may revoke this authorisation at any time during the term of these Conditions.
17. Applicable law and Jurisdiction
These Conditions shall be governed and interpreted in accordance with the laws of the Kingdom of Spain. The User and OrbitalAds agree to submit to the jurisdiction of the city Madrid.