Advertisers Terms

Recitals

The ADFALCON Network and Website is an online and offline mobile advertising network created, owned, and operated by NOQOUSH Mobile Media Group FZ-LLC (hereinafter Company) a company registered in the UAE under No.20520 in Dubai Media City Free Zone with its principal address at office number 714, Al Thuraya Tower No 2, Tel +971 44280772, Fax +971 4482077, e-mail info@adfalcon.com , P.O Box: 454501 Dubai, United Arab Emirates.

These Terms and Conditions govern the use of Company's website at www.adfalcon.com and its related online and offline services (hereinafter ADFALCON Site), at which Company sells its available mobile adevertising inventory to advertisers (hereinafter Service) to display mobile ads on mobile media properties through access to and use of the ADFALCON Site and Services.

By clicking "I agree" button, you expressly declare that you are older than 18 years and that you are strictly an advertiser, its client or agent (collectively hereinafter Advertiser) and that you wish to contract with us to use the ADFALCON Service; and you undertake that you have read this agreement and understand and accept, in full, the terms, conditions and covenants contained in this Agreement. By clicking "Cancel" button, you disagree with these terms and conditions or any part of these terms and conditions, hence you must not use nor have any right to use the ADFALCON Website and Service.

1. Terms

Under this Agreement, Company agrees to sell the ADFALCON Service to Advertiser and Advertiser agrees to purchase the ADFALCON Service from Company. For online purchases, Advertiser shall fill and send online applications to Company via the ADFALCON Site. For offline purchases, Advertiser shall send direct purchase orders to Company by e-mail, mail or fax.

Upon approval and acceptance of Advertiser's application or purchase order by Company, Company shall sell Advertiser the ADFALCON Service and Advertiser shall purchase and use the ADFALCON Service in accordance with the following terms and conditions:

2. Definitions

1. 2.1 Definitions In this Agreement, unless the context requires otherwise
   1. a. words importing the singular shall include the plural and vice versa
   2. b. references to "party" or "parties" in this Agreement are to a party or to the parties to this Agreement;
2. 2.2 Unless the context otherwise requires, the terms below shall have the following meanings:

   Mobile Ad(s): means advertisements prepared for display on mobile applications.

   Mobile Media Properties: means any mobile application and/or compatible mobile websites.

   Ad Campaign: means any mobile ad bundle requested by any advertiser

   Content: means text, graphics, photographs, video, audio and/or other data or information relating to any subject and/or advertisements

   Agreement: means this Agreement, together with the Annex hereto, as the same may be amended or supplemented by Company from time to time in accordance with the provisions hereof.

   Net Revenue: means revenues actually received by Company from sale, use or other disposition of Mobile Ads displayed on mobile media properties less total of agencies fees and/or agencies commission and/or third party fees and/or cost of sales and/or professional services fees.

   Person: means any individual, partnership, corporation or organized group of persons, including agencies and other instrumentalities of governments and states.

   Intellectual Property Rights: means any trademarks, trade names, logos and registered designs all other patents, trademarks, trade names, logos, designs, symbols, slogans, copyrights, know-how, information, drawings, plans and other identifying materials whether or not registered or capable of registration

   Confidential Information: means all statistics, reports, and all other information know-how, techniques, materials and data imparted or made available by either Party to the other Party or vice versa which is (i) designated as confidential, (ii) known by either party to be considered confidential, or (iii) by its nature inherently or reasonably to be considered confidential.

3. Obligations of Advertiser

Advertiser hereby warrants, agrees and undertakes as follows:

1. 3.1 To have the full rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder.
2. 3.2 In the event Advertiser is entering into this agreement as a corporation, to undertake that it is a working corporation and to provide Company with a copy of its official registration certificate otherwise Company shall not permit its access and use of the ADFALCON Site and Service.
3. 3.3 To provide Company with non-fictitious, accurate, complete and updated registration information and to abstain from impersonating any other person or entity without prior approval and authorization.
4. 3.4 To bear its own costs of and incidental to the preparation, execution and implementation of this Agreement.
5. 3.5 To undertake that its mobile ads conform with the technical specifications mentioned in ANNEX 1 to this Agreement
6. 3.6 To acknowledge that Company has the right to terminate this Agreement and to ban Advertiser access to the ADFALCON Site and Service at anytime.

4. Restrictions of Advertiser

Advertiser hereby warrants, agrees and undertakes as follows:

1. 4.1 Not to use the ADFALCON Services for any illegal or offensive or harmful use to Company and/or any other Person, or to transmit, store, display, or otherwise make available any content that is illegal, or offensive or harmful to Company and/or any other Person.
2. 4.2 Not to use the ADFALCON Services to violate the Security or integrity of the ADFALCON Site or any other computer network, or communications system, software application or engage in any type of illegal activity.
3. 4.3 Not to infringe the Intellectual Property Rights of Company or any other person.
4. 4.4 Not to engage directly in any way with Company's publishing clientele.
5. 4.5 Not to reproduce, reuse, copy or modify in any way whatsoever ADFALCON's Site content, including but not limited to, reports and statistics published on the ADFALCON Site.
6. 4.6 Not to advertise for or promote advertisements/content that can be categorized as one of the following prohibited Advertisement categories:
• Pornography
• Tobacco
• Weapons
• Alcohol
• Drugs and drug paraphernalia
• Illegal Products
• Misleading Advertisements
• Illegal Advertisements (Advertisements that do not comply with all applicable local/national laws).

Or include content that:



• Contains, promotes or provides malware, spyware or adware
• Promotes or includes misleading, fraudulent or deceptive content where the End User is not getting the advertised benefit such fraudulent or non-existent sweepstakes, virus protection or virus removal
• Includes negative option marketing (i.e. which End User may interpret that by failing to take affirmative action, either to reject an offer or cancel an agreement, the End User may be charged for goods or services)
• Contains information misleading or deceiving an End User for purposes of for example collection of End User’s personal data which may include, but is not limited to “you are a winner of a [XYZ] price, click here”, “your device is infected by a virus, click here to clean”, “your battery needs an upgrade” or a similar misleading content
• Contains, promotes, or links to sites/pages that promote concepts that are hateful or disparaging towards any race, religion, gender, sexual orientation or nationality; -promotes, or links to sites that promote, firearms, bombs, explosive subject matter and other weapons or how-to guides for any of the foregoing
• Contains, promotes, encourages or links to illegal activities, including, but not limited to hacking, illegal drugs or copyright infringement
• Contains, promotes or links to pornography, indecent or obscene content or graphic sexual depictions
• Facilitates or promotes illegal file-sharing (copyrighted music, copyright protected video, or the equivalent)
• Promotes dating services
• Facilitates or promotes gambling in any form
• Promotes "instant cash" type financial products
• Would embarrass AdFalcon and its owner Noqoush Mobile Media Group FZ LLC or would create relationship problems with any of its stakeholders

The following Advertisements are prohibited to be displayed on or through the AdFalcon. Advertisements that infringe the rules below require written approval from an authorized representative of AdFalcon. If it is unclear whether an Advertisement breaches any of these areas, please contact the AdFalcon Support:



• Advertisements specifically directed at children and/or minors
• Religious Advertisements
• Political Advertisements
• Advertisements Promoting violence, crime or other violent behavior
• Drug/pharmaceutical Advertisements
• Comparative Advertising
• Financial products such as Loans, Credit Cards, as well as Forex, Stocks and Commodities trading
• Mobile Ad Networks or services for mobile and/or desktop application downloads that compete with AdFalcon.

5. Terms of Payment

In consideration of the acquirement of the ADFALCON Service, Advertiser shall pay Company in accordance with the following terms:

1. 5.1 Unless otherwise agreed between the parties, Company shall only provide the ADFALCON Service to Advertiser after it has paid Company, in advance, the full amount of the requested ADFALCON Service.
2. 5.2 If Advertiser desires to purchase the ADFALCON Service online; all payments to Company shall be made strictly by credit card or debit card via the ADFALCON Site.
3. 5.3 If Advertiser desires to purchase the ADFALCON Service offline, all payments to Company shall be made strictly by Bank Wire Transfers.
4. 5.4 All payments shall be made in U.S Dollars unless otherwise agreed and approved by Company.
5. 5.5 Advertiser shall not be entitled to withdraw any paid amounts or any part of it at any time before, during, or after the processing of the ADFALCON Service.
6. 5.6 Upon receipt and approval of any payment, Company shall invoice Advertiser for such payment by either mail or e-mail.

6. Default on Payments:

If Advertiser fails to pay any due sums, Company shall be entitled to immediately suspend or terminate this Agreement and any pending, continuing or planned ADFALCON Service for Advertiser and Company shall further have the right to ban Advertiser access to the ADFALCON Site .

7. Acceptance Not A Waiver.

Company's acceptance of any of payments from Advertiser under this Agreement shall not prevent it at any later date from disputing the amount owed or from demanding more information from Advertiser regarding payments finally due, nor shall such our acceptance constitute a waiver of any other breach Advertiser commits to the provisions of this Agreement.

8. Limitation of Liability and Indemnity

1. 8.1 Company will be relieved from any liability for damages for the breach, non-observance or misuse of Advertiser's obligations under this Agreement.
2. 8.2 Advertiser is strictly committed to supervise and monitor any Ad campaign it executes through the ADFALCON Service and Company shall not be liable, whether to Advertiser or any other person; for loss of profits of any type of indirect or consequential loss resulting therefrom.
3. 8.3 Company shall not be liable to Advertiser or any other person in respect of any event of default for loss of profits or any type of indirect or consequential loss (including loss or damage suffered by Advertiser as a result of an action brought by any person).
4. 8.4 Advertiser agrees under all circumstances to defend, indemnify and hold Company, its parents, subsidiaries, affiliates and employees harmless from Advertiser's and all other person's liability and damages and costs of any nature arising out of or in relation to its receipt or use of the ADFALCON Service. Advertiser hereby warrants to indemnify Company in case of any action related to the above from any person. Advertiser shall further do everything necessary to protect the credibility of the Company and the reputation of the ADFALCON Service.

9. Intellectual Property

1. 9.1 Company is the sole beneficial owner of the ADFALCONE trademark and Intellectual Property Rights.
2. 9.2 No right or license has been granted to Advertiser or any other person by Company to use in any manner or to do anything which would or might otherwise infringe any of the Intellectual Property Rights referred to above.
3. 9.3 Company's business as now carried on does not and is not likely to infringe any Intellectual Property Right of any person (or would not do so if the same were valid) or give rise to a liability to pay compensation.

10. Confidentiality

1. 10.1 Advertiser shall keep secret and confidential all confidential information disclosed to it in connection with its receipt or use of the ADFALCON Service or otherwise belonging to Company or any other person (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any other person unless Publisher is otherwise permitted to disclose such information.
2. 10.2 Company shall not warrant the privacy and confidentiality of all data and confidential information transmitted, obtained or collected from Advertiser in connection with its registration or use of the ADFALCON Service and Advertiser shall hold Company harmless against any liability arising therefrom. Company shall additionally have the right to use such information in marketing campaigns and success story publications.

11. Termination

1. 11.1 Company shall be entitled to terminate this agreement forthwith if Advertiser otherwise neglect or fail to perform or observe any of the provisions of this Agreement or commit any breach of its obligations hereunder, which breach if remediable is not remedied to Company's satisfaction.
2. 11.2 Either party has the right to terminate this agreement by giving not less than 10 days notice to the other Party by either e-mail or Fax.

12. Consequences of Termination

1. 12.1 Company shall initiate the termination process of the ADFALCON Service and Advertiser agrees that termination process shall be concluded in a period not exceeding 5 days from day of termination of this Agreement. Company shall be entitled to charge Advertiser for any continued services during the termination process or deduct any due charges from any sums already paid to by Advertiser.
2. 12.2 Upon completion of termination process, Company shall ban Advertiser access to the ADFALCON Site and Services and shall refund any outstanding amounts provided that such amounts must exceed the amount of 50 United States Dollars in order to be refundable. The refund shall be processed in the exact mean through which payments were made to Company by Advertiser.

13. Modification

Company may change, suspend or discontinue the ADFALCON Services (or Advertiser access thereto) at any time, including the availability of any feature, advertisement, publisher or Content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the ADFALCON Services to Advertiser at any time

14. Governing Law

This Agreement shall be governed by and construed in all respects in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this agreement, save that Company shall retain the right to bring proceedings against Advertiser in the courts of any other country which has jurisdiction. Notwithstanding the foregoing, nothing herein prevents Company from applying to the courts of any other country for injunctive or other interim relief.

15. Assignment

All the rights rendered to Advertiser under this Agreement may not be assigned or transferred to any other person.

16. Severability

Each of the restrictions and provisions contained in this Agreement and in each clause and sub-clause hereof shall be construed as independent of every other such restriction and provision to the effect that if any provision of this Agreement or the application of any provision to any person, firm or company or to any circumstances shall be determined to be invalid and unenforceable then such determination shall not affect any other provision of the Agreement or the application of such provision to any person, firm, company or circumstance all of which other provisions shall remain in full force and effect.

17. No agency/partnership

Nothing in this Agreement shall constitute a partnership between the parties or shall authorize either party to assume or attempt to assume any obligation in the name of or on behalf of the other.

18. Waiver

Company's waiver of any breach or default of any of the provisions of this agreement by Advertiser shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on Company's part to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

19. Force majeure

Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an "Event of Force Majeure").

20. General

The recitals and annexes constitute an integral part of this Agreement.

ANNEX1

Ads Specifications

In respect of this Agreement , we shall only accept Ads with the following technical specifications :

1. • Smartphones
2. • smartphone image banner
   1. o 320*48 pixel
   2. o PNG, JPEG, GIF
   3. o File size < 75 K
3. • IAB AB Medium Rectangle
   1. o 300*250 pixel
   2. o PNG, JPEG, GIF
   3. o File size < 75 K
4. • Feature phones
5. • XL image banner
   1. o 300*50 pixel
   2. o PNG, JPEG, GIF
   3. o File size < 10 K; 15 for GIF
6. • L image banner
   1. o 216*36 pixel
   2. o PNG, JPEG, GIF
   3. o File size < 6 K; 9 for GIF
7. • M image banner
   1. o 168*28 pixel
   2. o PNG, JPEG, GIF
   3. o File size < 4 K; 6 for GIF
8. • S image banner
   1. o 120*20 pixel
   2. o PNG, JPEG, GIF
   3. o File size < 2 K; 3 K for GIF
9. • Tablets
10. • IAB Standard banner
    1. o 468*60 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
11. • IAB Leaderboard
    1. o 728*90 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
12. • IAB AB Medium Rectangle
    1. o 300*250 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K
13. • IAB Skyscraper
    1. o 120*600 pixel
    2. o PNG, JPEG, GIF
    3. o File size < 75 K

A text to be displayed below the Ad; 40 characters long.