At UpRoas we understand the unique challenges advertisers face. Our mission is to provide you with reliable, high-performance ad accounts and unparalleled support, ensuring your advertising efforts are as efficient and effective as possible.
1 - PARTIES
The Service Agreement (hereinafter referred to as “Agreement”) is signed and executed between the following parties:
Uproas, the Service Provider, with the following distinct legal entities based on circumstances, residency and registration date of the Partner:
and, on the other part
The natural or legal person (“Partner”) who completes registration process via computer, mobile device, smart television and similar devices from https://Uproas.io and who agrees to pay the fee specified in this Agreement.
The Terms outlined herein represent the mutual agreement and understanding regarding the usage of all Services provided by Uproas, including the methods of accessing these Services.
The effective date of this Agreement is established and the Agreement becomes effective once the Partner understands its terms and accepts the Agreement, either electronically or through any other method.
The Partner acknowledges, declares, and commits to having been adequately informed about the key elements of this Agreement, having read, comprehended, and irrevocably agreed to its provisions.
Uproas and Partner will be individually referred to as a Party individually and collectively referred to as the Parties in this agreement, when necessary.
Last date of update: December 27, 2023
2 SUBJECT MATTER OF THE AGREEMENT:
The subject of this Agreement, is to provide the Services to the Partner via the marketing tool (or herein after referred to as “Platform”) of Uproas and to determine the rights and obligations of the Parties in this context regarding payment of the fee determined by the Partner in return for such Service, wherein Uproas has determined its main goal as supporting the global growth of digital products and services, and for this purpose, provides its business partners with products and services focused on effective digital marketing activities and makes necessary personnel and infrastructure investments.
3- ADVERTISEMENT EXPENSES
The Parties will be able to manage all advertising expenditures related to the Services that Uproas will provide and perform to the Partner under this Agreement, through the Platform owned by Uproas. The responsibility for the determination and implementation of all kinds of operations of the campaign to be published, such as the targeting details, budget, limits, the selection of content, and the clarifications texts belong to the Partner. The Partner manages its advertising campaigns and/or offered sub-account by Uproas through the Uproas Platform. The obligation of Uproas under this Agreement is only to transmit the information entered by the Partner to the relevant advertising networks through technical services / APIs.
4-DEFINITION OF THE PRODUCTS AND SERVICES:
4.1. The services to be provided by Uproas under this Agreement (hereinafter referred to as the "Service" or "Services") are as follows:It is a platform service where you can manage various advertising platforms such as Google, Tiktok, Facebook through a single service, you can create advertising campaigns for your social media account, websites and mobile applications where you manage your advertising accounts from different channels and your digital ads through these advertising accounts, you can follow up the performance of the campaigns, you can access relevant reports and manage campaigns; and can be offered sub account from Facebook and any other advertising platforms added in the future through Uproas Platform.
4.2. In addition to the services within the scope of this article requested by the Partner, if the Partner requests to rent an advertising account on the application specified as the Uproas Marketing Platform, and in case the Partner approves the Advertising Account Rental Service Agreement and after the agreement is also approved by Uproas, by opening a Facebook Business Manager account to the Partner, Uproas will ensure that a sub-account, which the Partner will use for advertising activity and advertising campaigns ("Advertisement" or "Advertisements") within the said account, is offered to the Partner. Uproas reserves its rights within the scope of the Uproas Advertising Account Rental Service Agreement on the website. The Partner declares that it accepts to comply with the Uproas Advertisement Account Rental Terms of Service in Annex 1, by requesting ad account rental.
4.3. The Partner undertakes to fulfill the following obligations if he/she uses the services in this Agreement. The Partner accepts that in case of breach of this article, irreversible damage will occur to Uproas and that Uproas will claim compensation.
4.3.1. The responsibility for the determination and implementation of all kinds of operations of the campaign to be published, such as the targeting details, budget, limits, the selection of content, and the clarifications texts belong to the Partner.
4.3.2.Uproas declares that it will provide the Service specified in this Agreement in accordance with the information provided and submitted by the Partner and is not responsible for incomplete, incorrect or inaccurate information.
The Partner undertakes that due to the creation of a sub-account linked to the Uproas account, the authorizations of Uproas in this sub-account are secondary and Uproas will use such authorizations as a secondary and prudent tradesman.
4.3.3 The Partner will act with a sense of responsibility towards society and the consumer in its Advertisements and in the Services under this Agreement. In this context, the Partner accepts, declares and undertakes that he/she will publish advertisements in accordance with the decisions, opinions and guidelines of the Advertisement Self-Control Board based on the principles determined by the relevant laws and laws, especially the Law on the Protection of the Consumer and the Regulation on Commercial Advertising and Unfair Commercial Practices; the Advertisements will not constitute a violation of the personality rights, moral rules, common courtesy, public interest, public safety, etc. and he/she has obtained permissions from official and administrative institutions, if necessary, for the publication thereof.
4.3.4 The Advertisements that the Partner will perform through the account created under article 4.2 shall not be designed to humiliate or ridicule or disparage any real or legal persons, any industrial or commercial activity/profession, or any product by any means.
4.3.5. The Partner, accepts, declares and undertakes that the Advertisement content (text/visual) to be published will not contain elements contrary to the legislation and general moral rules; and
- will not contain elements contrary to the business and operation policies of Facebook: Meta Platforms, Inc. (Facebook) and/or their subsidiaries and/or affiliates; and the policies of https://www.facebook.io/policies/ads/ published and revised from time to time by Meta Platforms, Inc. (Facebook),
- will not contain elements contrary to the business and operation policies of Google: Google LLC (Google) and/or their subsidiaries and/or affiliates; and the policies of https://support.google.io/adspolicy/answer/6008942?hl=tr published and revised from time to time by Google LLC (Google),
- will not contain elements contrary to the business and operation policies of Tiktok: TikTok Pte. Ltd. and/or their subsidiaries and/or affiliates; and the policies of https://ads.tiktok.io/help/article?aid=9552 published and revised from time to time by TikTok Pte. Ltd.,
and in case of opening an account on other advertising platforms, the Partner will act in accordance with the advertising policy of such platform. The Partner undertakes that the content of the Advertisement (text/visual) will not contain misleading, incomplete information and is solely responsible for the accuracy and compliance of the Advertisements with the legislation. Without prejudice to Uproas' right to monitor and interfere with such Ads, Uproas has no obligation to investigate the accuracy and/or regulatory compliance of the Affiliate's Advertisements, The advertising Partner irrevocably accepts, declares and undertakes that it will indemnify all the damage suffered, upon the first written request, all kinds of judicial/administrative fines and/or compensation paid or to be paid by Uproas and/or Meta Platforms, Inc (Facebook), Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates, affiliates, officers, representatives, partners and/or employees to third parties and/or institutions and organizations, which arise due to the advertising Partner's violation of this obligation and that the parties reserve the right of recourse to the Partner.
4.3.6. In case the Advertisement content (text/visual) to be published has elements that are contrary to the legislation and general moral rules and to the business and operation policies of Meta Platforms, Inc. (Facebook), Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates and/or affiliates, or in the event that such content is characterized as damaging the corporate reputation of Meta Platforms, Inc. (Facebook), Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates and/or affiliates before the public, Uproas, Meta Platforms, Inc. (Facebook), Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates and/or affiliates are entitled to request that such content of the Advertisement (text/image) should be changed by the Partner within a given certain period of time, and the Partner should not publish the Advertisement until the necessary changes are made and/or they are entitled to remove it in their own discretion. In such a case, the Partner will not be entitled to raise any claims against Uproas, Meta Platforms, Inc. (Facebook) Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates and/or affiliates. All responsibility of the Advertisements to be published by the Partner belongs to the Partner. Any Criminal or Legal responsibility that may arise from the content of the advertisements belongs to the Partner. The Partner agrees in advance that Uproas, Meta Platforms, Inc. (Facebook) Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates and/or affiliates will not be responsible for these matters.
4.3.7 Partner will not use any name, emblem, logo and other unique corporate identity elements of any real or legal persons in advertisements in a way to mislead the consumer, and the industrial and intellectual property rights such as patents, trademarks, designs and models will not be violated. Otherwise, all compensation, loss, damage, etc. to arise, will be indemnified by the partner. In this sense, all sanctions that Uproas, Meta Platforms, Inc (Facebook) Google LLC (Google), TikTok Pte. Ltd. (Tiktok) and/or their affiliates and/or affiliates will be subject to will be paid by the Partner and will be compensated immediately, in a single sum and in cash.
4.3.8. The Partner agrees and undertakes that it will not raise any claims against Uproas, Meta Platforms, Inc. (Facebook), Google LLC (Google), TikTok Pte. Ltd. and/or their affiliates and/or affiliates due to cancellations and changes to be made pursuant to any judicial and administrative body decisions during the term of the Agreement.
4.3.9. The obligations undertaken by the Partner under this Article 4 constitute the essential element of the Agreement, and in case of violation of such obligations, the essential elements of the Agreement will be deemed to have been violated and Uproas shall have the right to terminate the Agreement unilaterally, without prejudice to any compensation rights.
4.3.10. Partner undertakes to add/keep at least one of Uproas personnel authorized (admin) in the account during the agreement period in the accounts linked to the marketing Platform of Uproas for purposes such as reporting and general potential need for the service in this Agreement.
4.3.11. Since the Partner has rented an account under Uproas' Business Manager account, the Partner undertakes to abide by the daily spending limits set by Uproas and not to change these limits in the spending it will make through Facebook. The Partner accepts that this spending limit is $900 in dollars, unless a different amount is specified by Uproas. Whether Partner changes, increases or interferes with the limits specified to him or decided under this article, Uproas' right to unilateral termination and compensation is reserved, Uproas has the authority to bring the Partner's account to the determined limits, to set a new limit, etc, to perform all kinds of transactions in the relevant account.
5-PAYMENT TERMS
The Partner will be able to access the services within the scope of this Agreement by transferring the amount to be voluntarily determined by Partner to the Partner Account via provided Payment Tool. "Partner Account" or "account" means that the account required to benefit from various products or services provided by Uproas and to transfer money in it.
Within the scope of this Agreement, the Partner through Uproas itself or a third party authorized by it;
undertakes to pay the monthly price to be paid per account for the Services under the Agreement will be displayed on the website, and
in addition to this monthly fee, the Partner undertakes to pay daily fee to be determined by the spending made by the Partner from the sub-account, based on the commission rates to be determined by the spending thresholds. The payment will be paid from its balance in Partner Account.
In the event that the Partner starts to receive services from Uproas or campaigns start to be made through Uproas, Uproas will be entitled to a fee and the date of the receiving service will be accepted as a due date and the rights arising from the default can be exercised on the due date.
The parties accept that the monthly price and daily commission rate announced in a public and accessible manner on this website are an integral part of the Agreement.
Unless a different requirement is seen by Uproas, invoicing will be performed monthly/daily and/or on a Service basis, in accordance with the periods to be determined by Uproas. In accordance with the applicable legislation taxes, duties, charges or other official charges including but not limited to the value added, withholding and spending based taxes (hereinafter referred to as “tax”); will be determined by the information provided by the Partner, and spending made by the account which calculated solely by Uproas; and the Partner shall solely be responsible for the payment of the tax.
Regarding the failure to recurring fees in accordance with clauses (i) and (ii) of Article 5.2 of this Agreement, Uproas may exercise its right to suspend the Services without giving additional time to the Partner and without prejudice to its rights arising from default. In case the payment is not deposited by the Partner within 7 (seven) days from the suspension of services with reserving Uproas’s legal rights (including claiming to attorney’s fee), the Partner's account will be cancelled. For the avoidance of doubt, due to the fact that the provided service is commercial in nature, Partner, regardless of Uproas' exercise of the rights herein, is obliged to pay min 1.5% monthly interest on the unpaid amount until the day the relevant amount is actually paid.
In the event that the card is warned that the card is closed or stolen at the time of payment, the said account will be immediately canceled by Uproas.
Payments under this Agreement will be made with payment instruments permitted by Uproas, such as EFT, Swift, Cryptocurrency and credit cards (“Payment Instruments”). The Partner is solely responsible for all kinds costs and expenses such as commissions, service fees arising from the transactions carried out with the Payment Instruments.
If Uproas determines that the relevant accounts are being used unlawfully, including illegal money transfers, it reserves the right to terminate the agreement to Partner without any notice, and refuse to transfer the relevant amounts to any account, or transfer them back to the source account which Partner originally made the payment, unless otherwise specified in accordance with applicable laws.
Uproas has the right to withhold the amount in its account and, if necessary, to take legal action to collect the payments owed, in case of suspicion of fraud or fraudulent activities in the transactions carried out by the Partner or if any of its payments are refused.
It is forbidden for the Partner to request a refund to the account of a third party, other than the account from which Partner originally made the payment. While investigating the relevant situation, Uproas reserves the right to request various information for the identification or separation of the Partner and to withhold any refund until the relevant transactions are verified.
The Partner agrees not to use the Partner account other than the services provided under this Agreement. Uproas declares that it is not intended for commercial use or commercial transactions of third parties or Partner via transfer between individuals and accounts contrary to the purpose of the services in this Agreement. If Uproas suspects a use contrary to this clause, it may terminate the contract, reverse its transactions or put it on hold its account, or put a reserve in its funds at any time without notice.
6-RIGHTS AND LIABILITIES OF THE PARTIES
The Partner is obliged to experience the Services provided by Uproas within the scope of this Agreement within 7 (seven) days at the latest from the date the Services are provided to the Partner and within the same period, it is obliged to notify Uproas of the defects it detects in the Products and/or Services via e-mail. The Partner is obliged to notify Uproas ( info@Uproas.io ) by e-mail within 7 (seven) days from the date of receipt of the e-mail if he/she detects any problem, objection or defect in the expenditures to be notified monthly by Uproas to the Partner's e-mail address in the system. Otherwise, the Services will be deemed to have been accepted by the Partner and the Partner will not be able to make any claims regarding the defectiveness of the Services. No refund can be requested for services rendered under any circumstances.
Uproas will not share content on relevant advertising platforms without the written consent of the Partner. The responsibility for compliance with the advertising policies and other rules and policies in the relevant advertising platforms belongs to the Partner. Additionally, the Service and Advertisement provided by Uproas does not include any consultancy regarding the compliance of Advertisements published by the Partner and in addition to the advertising policies and other rules and policies of the relevant platforms where the advertisement is published, the responsibility for ensuring that the advertisements comply with the legislation and the law shall also belong to the Partner. In case the Partner's advertisements are contrary to the advertising policies and/or other rules and policies of the platform where the Advertisement is published, and/or to the advertisement legislation and/or to the law, the responsibility against any claims to arise shall belong exclusively to the Partner. If Uproas needs to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Uproas immediately, in cash and in a single sum, upon the first request of Uproas.
The Partner accepts that all information and documents provided to Uproas under this Agreement reflect the truth and are accurate. Otherwise, all responsibility belongs to the Partner and if Uproas needs to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Uproas immediately, in cash and in a single sum, upon the first request of Uproas.
In case the Partner publishes content, through the advertising account provided by Uproas, about the product or service features, unreal price information, unrealistic options that are not included in the Partner's applications under the scope of the service in Article 4.2., Uproas cannot be held responsible for such content under any circumstances. In such case, Uproas reserves the right to terminate this Agreement immediately.
All intellectual property rights resulting from the trademarks and logos of the parties and from all kinds of trademarks, designs, logos, emblems, domain names, trade dress, slogans and all other content created by the Parties are under the possession of the Parties. The Parties may not use, share, distribute, display, reproduce or make derivative works from the intellectual property rights of the other Party or its affiliates without permission. The Parties may not make public announcements and advertisements within the scope of this Agreement, or use the other Party's titles, trademarks and logos in any way, without the written consent of the other Party, through announcements and advertisements or through all kinds of media channels such as the press, broadcasting and internet. In case the Parties act contrary to this Article and/or cause damage to the reputation of the other Party’s trademark due to fault or negligence, the damaging Party shall immediately indemnify the damage to be suffered, upon the first written request.
The Partner shall conducts all communication activities arising from the commercial relationship between them as regulated in Article 16; accepts and declares that verbal requests or agreements shall not be valid. Uproas has the right to reach and notify the Partner through the contact information it provided while registering to the system, and the notification will replace the written notification.
The parties' failure to use or delay in using any of their rights, powers or privileges arising from this Agreement does not mean that they waiver from such rights, cannot be interpreted as as a waiver and use of any of them individually or partially, does not constitute an obstacle to the full use or subsequent use of the unused rights, powers and privileges, without prejudice to the prevailing provisions of the legislation on legal statute of limitations. A one time waiver of the implementation of any provision, clause or condition in this Agreement shall not constitute and shall not be construed as a complete waiver, a future or perpetual waiver of the relevant provision, clause or condition.
Within the scope of this Agreement, notices and warnings to be sent by one of the Parties in order to put the other Party in default or to terminate the Agreement must be made in writing and via e-mail, the details of which is provided during registration to the system.
The parties shall not grant any warranties of sale, whether express or implied, including any warranties of merchantability, performance, marketability and fitness for a particular purpose. Uproas cannot be held responsible for any indirect damages, including lost profits and negative damages, that may arise from the Service to be provided.
The Partner will not make any press releases or public announcements on the subject of this Agreement without obtaining Uproas' approval in writing. Stamp duty and all other taxes, duties and expenses arising from this Agreement shall be paid by the Partner.
The Partner will not transfer the account, password or any other right it has created to benefit from Uproas services to other persons; they will not be used, they will not be subject to trade; will not make any claims against Uproas regarding the consequences of actions and/or actions to the contrary. The Partner is solely responsible for the security of access tools such as usernames or passwords provided to them or created by them in order to benefit from the services offered by Uproas, and for taking the necessary measures to prevent them from being seized by third parties, and are solely responsible for the consequences of actions and transactions contrary to this.
7-TERM OF THE AGREEMENT AND ANNULMENT
7.1. This Agreement shall be valid as of the date of signing/approval. The Partner agrees to pay the monthly service and commission fee specified in article 5 (i) and (ii) in order to benefit from the Service, which will remain in effect continuously, unless this is agreement is terminated and the Service is suspended pursuant to article 5. Whereas, Uproas reserves the right to re-determine the price announced on its website. The partner accepts this in advance.
7.2. Uproas has the right to terminate this Agreement at any time and immediately, without giving any reason and without compensation, provided that the other Party is notified in writing. The Partner cannot demand the refund of the payments made until the termination date.
7.3. In case the Parties act contrary to their obligations and commitments in this Agreement, without prejudice to the regulations regarding the notice to be sent regarding the payment not made on time pursuant to article 5, except in cases where the right of immediate termination is granted, a cease and desist letter shall be sent by the injured Party to the other Party, where it will be requested to remedy the violation within 7 (seven) days, otherwise the Agreement will be deemed to be terminated automatically without the need for a further warning or notice. If the said violation is still not remedied at the end of the specified period, the Agreement shall be deemed to be terminated automatically at the end of this period. Without any hesitation, if the relevant payment is made by credit card in case of warnings such as the card is closed or stolen is displayed, except for insufficient balance, said account will be immediately canceled by Uproas directly and a notification for cancellation will be sent. Without any hesitation, the account will be canceled immediately in case of violation or non-compliance with the policies in connection with and / or related to the Service specified in clause 4.
7.4. If one of the parties declares bankruptcy, concordatum or liquidation of the company or in case of initiation of bankruptcy, termination proceedings against him by other official authorities before the court or filing a lawsuit with a request for the postponement of bankruptcy, or in case a decision to postpone the bankruptcy or the appointment of a trustee or trustee in the same way is issued or is subject to any current or future similar legal action, the other Party's right to immediately terminate the Agreement shall be reserved.
7.5. If the Partner violates its obligations listed under Articles 4, 5, 6 and 9 of this Agreement, Uproas has the right to terminate it immediately, without prejudice to the right of compensation of Uproas, the Partner agrees and undertakes to pay the penal clause for each such violation in cash, without demanding any reduction; or to accepting its withdrawal from the Partner account by Uproas without giving any notice. The choice will determined solely by Uproas.
7.6. In the event of termination of this Agreement for any reason, the Partner's access to the sub-account subject to the Service in Article 4.2 will only be possible with view only. With the said viewing authority, the Partner will be able to see the historical data in the sub-account, and will not be able to take any new action.
7.7. In the event that the Service subject to this Agreement is terminated by Uproas for any reason or the Agreement is terminated, the Partner accepts, declares and undertakes in advance that all existing and broadcast Advertisements will be terminated unilaterally by Uproas. Likewise, in the event of such a situation, the Partner accepts, declares and undertakes in advance that he will not claim any rights and/or raise any material claims against Uproas in any way whatsoever.
8-INDEMNIFICATION
8.1. By this Agreement, the Partner accepts that it is solely responsible for all third party demands, claims and investigations and all kinds of damages and expenses arising against Uproas subsidiaries, affiliates, officers, representatives, shareholders and/or employees based on the reasons of (1) Acting contrary to the agreement; (2) violating the rights of another person or organization or applicable legislation, including but not limited to the following; (3) Content transmitted or used by the Partner within the scope of the Services within the scope of Article 4 and the Advertisements; (4) any activity carried out by the Partner on or through the Services; or (5) a false/misleading statement of the Partner and that Uproas subsidiaries, affiliates, officers, representatives, shareholders and/or employees have no liability in this regard. If necessary, the Partner agrees to cooperate fully along with its subsidiaries, affiliates, officers, representatives, shareholders and/or employees against any third party demand, claim, any dispute or any defense.
8.2. In case of violation of the provisions of the agreement and / or relevant legislation or the violation of the rights of another person or institution, due to the content, data or information submitted, contributed, published or transmitted by the Partner with or regarding the Services within the scope of article 4, the Partner accepts in advance that Uproas and/or its subsidiaries, affiliates, officers, agents, shareholders and/or employees shall not be responsible for any claims including legal fees arising from them or claimed by any third party, the Partner will be solely responsible for all such claims, costs and damages and if a liability or loss arises due to the above-mentioned violations, Uproas and/or its subsidiaries, affiliates, officers, representatives, shareholders and/or employees or other related third parties/entities agree to indemnify immediately, in cash and in full, without any need to receive any respective request.
8.3. Except where caused by an intentional breach of agreement by Uproas, Uproas and its subsidiaries, affiliates, officers, agents or other partners and employees will not be liable for any change, corruption, damage or loss that may result from not properly protecting account opening information, including Partner passwords. Partner agrees to immediately notify Uproas of any unauthorized access or use of Partner's account, login information, credentials or passwords, or any unauthorized activity on their account. Uproas has the right to suspend or terminate the Services without notice to the Partner if it reasonably suspects any unauthorized activity, and the Partner agrees to cooperate with Uproas in any investigation of suspected or unauthorized activities.
8.4. In case the commitments and obligations in this Agreement are not fulfilled by the Partner in the current legislation in case Uproas, or Uproas' subsidiaries, affiliates, officers, representatives, partners and/or employees, and/or third parties suffer any loss during the provision of the Service including but not limited to any other damages to the above listed parties, the Partner agrees to pay the amount of direct and indirect damage incurred immediately and in a single sum, without the need for a court decision.
9-LIMITATION OF RESPONSIBILITY
9.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS OR IMPLIED, ALL TERMS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS APPLICABLE TO THE SERVICES OR THE SERVICE CONTENT ARE EXCLUDED.
9.2 EVEN IF Uproas INFORMED THE PARTNER OF POSSIBLE DAMAGES AGAINST THE PARTNER, Uproas SHALL NOT BE LIABLE FOR ANY CLAIMS BASED ON ANY LOSS OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS (RELATED TO THE PRINCIPLES OF THE AGREEMENT, BASED ON WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY MANDATORY DUTY OR ANY OTHER CLAIMS).
9.3 IN ANY CASE, IF ANY RIGHT TO CLAIM ARISES BY MUTUAL AGREEMENT OR LEGAL METHODS DUE TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, ANY INDEMNIFICATION CLAIM TO BE SENT TO Uproas AND/OR ITS SUBSIDIARIES AND ITS AFFILIATES AND ITS REPRESENTATIVES SHALL, AT ALL TIMES, BE LIMITED WITH DIRECT DAMAGES AND THE INCOME TO BE OBTAİNED BY Uproas UNDER THIS AGREEMENT IN THE RESPECTIVE YEAR.
9.4 Uproas SHALL BE LIABLE FOR DAMAGES SUFFERED BY THE PARTNER ONLY IF THERE IS SEVERE DEFECTIVE OR DELIBERATE ACTION OF THE Uproas WHEN Uproas FAILS TO FULFILL ITS OBLIGATIONS AT ALL OR FAILS TO FULFILL ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT.
9.5 IF SOME SERVICES TO BE PROVIDED BY Uproas UNDER THIS AGREEMENT AND ITS ANNEXES ARE PROVIDED BY SUB-CONTRACTORS (THIRD PARTY), PARTNER AGREES, REPRESENTS AND WARRANTIES THAT Uproas SHALL HAVE NO RESPONSIBILITY REGARDING DEFECTS THAT MAY BE EXPERIENCED IN THE PERFORMANCE OF THE SERVICES PROVIDED BY SUB-CONTRACTORS (THIRD PARTIES) AND THEREFORE MAKES NO CLAIMS AGAINST Uproas, UNDER ANY UNDER ANY NAME.
10-CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA
Information that is the subject of this Agreement and shared by one of the Parties with the other Party and its employees within the scope of the Privacy Policy (as defined below), and which is verbal, visual, magnetic or in any other medium and will be defined as "Confidential Information"; includes all kinds of information, including but not limited to, all written financial, commercial, financial, technical information, customer information, information that the Parties describe as confidential information, that the Parties will learn during the commercial relationship.
The Parties irrevocably declares and undertakes in advance that the Confidential Information of the other Party to be provided by each Party within the framework of this Agreement:
will be always kept confidential, saved and protected,
will not be directly or indirectly used for purposes other than the purposes of the commercial relationship between the parties,
will not be disclosed, sold or made available to third parties, said information will not be subject to commercial transactions and/or announced (“Privacy Policy”).
In the implementation of the privacy policy, the Parties; ensures that its agents, workers, employees and those who serve under its control in other capacity, act in accordance with the terms and conditions established by this Agreement, during and after the termination of their duties.
The situations that are not considered as Confidential Information and excluded from the scope of the Privacy Policy established by this Agreement are as follows:
Information that was known to the Parties before the signing of this Agreement and that the Parties did not obtain or learn from each other,
Information that has become public at the time of disclosure, without the fault of one of the parties,
Information that must be disclosed pursuant to applicable law, relevant legislation, other legal regulations, court decision and/or administrative order,
Information developed independently by one of the Parties without relying on or using the Confidential Information of the other Party as a source.
The Parties agree that any technical, commercial and professional information of the other Party to be obtained within the scope of this Agreement or during the execution of this Agreement is confidential, and it accepts, declares and undertakes not to copy this information in any way, not to disclose it to third parties and / or institutions, not to share, to take the necessary measures for the confidentiality of the information and not to use it for purposes other than the purpose of the Agreement, as an independent commitment from this Agreement. The obligations of the Parties under this article, even if this Agreement terminates for any reason, continues to be binding and valid for the parties without being subject to a period.
The parties declare and undertake that their employees and, if any, affiliated organizations and their employees will comply with this confidentiality commitment. The parties accept, declare and undertake that they will be responsible in case of violations of these persons.
In case of breach of the confidentiality commitment, the Parties reserve the right to terminate this Agreement unilaterally, immediately and without compensation.
The confidentiality commitment is a commitment that will continue to be in effect for 2 (two) years, even if this Agreement is terminated in any way.
In terms of personal data to be obtained within the scope of the performance of this Agreement, the Parties declare and undertake that they will be responsible for taking all kinds of technical and administrative measures to ensure the appropriate level of security.
The parties agree and declare that their authorized persons and employees will not use the personal data they have obtained during and after the performance of this Agreement other than for the purposes required by the Agreement. In order to avoid any doubt; the Parties agree and undertake to process personal data directly related to the performance of the Agreement and in accordance with the purpose and to a limited extent and to the extent necessary for the content and purpose of the Agreement and not to share it with third parties other than the limitations stated above.
In addition, the Parties are obliged not to use or not to make available for use the personal data for the purpose of gaining benefits for themselves or third parties, in case such data passes to the hands of unauthorized third parties, they are obliged to immediately notify the other Party and to ensure that the necessary measures are taken.
The parties agree and undertake that the above-mentioned issues are also binding for their employees; in this respect, the data access and processing authorizations of its employees will be defined on a need to know basis in accordance with the Law on the Protection of Personal Data No. 6698 (hereinafter referred to as "KVKK") and the relevant legislation; while using these access rights, they will ensure that the employee does not share the accessed information and the passwords/methods used for accessing with anyone; will inform its employees within the scope of KVKK and other relevant legislation obligations; and while fulfilling all these obligations, it will take the necessary legal, administrative and technical measures.
The parties agree and declare that following the disappearance of the reasons requiring the processing of the personal data obtained within the scope of the performance of the Agreement, unless otherwise stated in the law, they will delete the said personal data within the legal periods specified in the law and that they will destroy or anonymize and notify the other Party in writing.
The Parties accept, declare and undertake that they will fulfill their obligation to inform the data owners for the personal data they process in terms of this Agreement and that they will obtain the express consent of the data owners if necessary.
The Parties accept, declare and undertake that they will immediately compensate for any damages incurred by the other Party and/or the third party due to their violation of this Agreement or the relevant legislation, and that they are responsible to the official authorities and third parties in this regard in proportion to their faults.
Since the commitment to protect personal data is given regardless of the Agreement period, even if this Agreement is terminated in any way, it is a commitment that will continue to be in effect for an indefinite period of time.
Without prejudice to Uproas' limited liability in clause 9 of the Agreement, Uproas shall compensate for the direct material damage determined by the final court decision that the Partner may suffer due to the violation of the obligations in this article. For the avoidance of doubt, Uproas' liability is limited to the income Uproas has earned under this Agreement during the relevant year pursuant to Article 9.3.
11- TRANSFER OF THE AGREEMENT
11.1. The parties accept that they shall not transfer or assign this Agreement and/or their rights, obligations, receivables and responsibilities arising from this Agreement to third real or legal persons in any way whatsoever, will not make any other real or legal third person a partner in their rights and receivables for any reason or enable any other real or legal third person to use their rights and receivables. Uproas reserves the right to transfer this Agreement and/or its rights and obligations subject to this Agreement to its affiliates without seeking the consent of the Partner.
12-FORCE MAJEURE
In case of the circumstances that did not exist at the time of signing the Agreement and that developed beyond the control of the Parties, the following circumstances that prevent the Parties from complying with their obligations are accepted as force majeure: The laws and regulations that prevent, delay or make impossible the fulfillment of obligations by Estonian or relevant foreign official authorities, war, strikes, lockouts, public movements, earthquakes, other natural disasters, epidemics and terrorist incidents that directly affect the parties, as well as other force majeure stipulated by the law. The Party exposed to force majeure that prevents the fulfillment of its obligations arising from the Agreement immediately notifies the other Party in writing. In this case, the obligations of the Parties are postponed until the end of the force majeure and fulfilled by the Parties as soon as possible following the end of the force majeure. In case the force majeure lasts longer than 30 (thirty) days, the Parties may decide to terminate this Agreement. In order to avoid any doubt, force majeure provisions will not apply in the performance of money debts.
13- WAIVER
Failure of any of the Parties to exercise any of the rights in this Agreement shall not be interpreted as a waiver of the said right.
14- SEVERABILITY
In the event that any article and provision of this Agreement is invalid or unenforceable, the remaining articles and provisions will continue to be binding with full capacity. The Parties shall make the necessary arrangements by mutual agreement to replace such invalid or unenforceable articles and provisions with other articles and provisions suitable for the same purpose.
15- AMENDMENT
The Parties can amend this Agreement, any information and "Content" on the Uproas website at any time without sending any notice or notification to the Partner. These amendments will be published periodically on “www.Uproas.io” and will be effective on the date of publication. Any natural or legal person who makes use of the Services for a fee or free of charge, or accesses Uproas in any way, is deemed to have accepted any amendment to the Agreement. This Agreement is published on the www.Uproas.io website; Access is made possible by any natural or legal person who accepts the Agreement. “Content” refers to all kinds of information, text, files, pictures, videos, numbers, etc., which are published and accessible, are visual, written and auditory images.
16-DELIVERY AND NOTIFICATION ADDRESS
The Parties declare that the addresses written in this Agreement are their legal notification addresses, unless the address change is notified to the other Party through a notary public, the notifications to these addresses will have all legal consequences of the legally valid notification.
The parties accept that the notifications sent to the e-mail address specified below for Uproas and the e-mail address specified when signing up for the Partner are valid in all notifications under the Agreement, and that the procedure stipulated in article 18/3 of the Commercial Code is not valid. The Partner is obliged to notify Uproas immediately if its e-mail address changes.
Uproas
E-mail
info@Uproas.io17-GOVERNING LAW
Any dispute arising from the interpretation and application of this Agreement shall be governed by Estonian law.
18-AUTHORIZED COURT
Tartu Maakohus is authorized in case of any dispute arising from the implementation of this Agreement.
The parties accept, declare and undertake that the commercial books, records and computer records of the Parties shall constitute valid, binding and conclusive evidence within the meaning of Article 193 of CCP No. 6100 in disputes that may arise from this Agreement itself and its performance.
19-FINAL PROVISION
The annexes of the Agreement are an integral part of the Agreement. In case of conflict between the Agreement and its annexes, the provisions of the Agreement shall prevail.
This Policy and all its terms are drawn up in the Estonian language. This Policy and all its terms may be translated into any language other than Estonian provided that the Estonian text shall in any event prevail during execution, interpretation, in case of any dispute and the jurisdiction.
Annex 1: Advertisement Account Rental Terms of Service
This Agreement, consisting of 19 (nineteen) main articles, has been approved by the Parties and shall enter into force on the date specified in Article 7 of this Agreement.
Annex 1: Advertisement Account Rental Terms of Service
The Partner undertakes to act in accordance with this Annex 1 if he/she performs the relevant steps within the scope of article 4.2 in the Agreement.
This Policy and all its terms are drawn up in the Estonian language. This Policy and all its terms may be translated into any language other than Estonian provided that the Estonian text shall in any event prevail during execution, interpretation, in case of any dispute and the jurisdiction.
Article 1: DEFINITION OF THE SERVICES:
1.1. The services that Uproas undertakes to the Partner under this Annex 1 consist of “opening a Facebook Business Manager account and offering a sub-account to the Partner that will be used by the Partner only for advertising activities and advertising campaigns (“Advertisement”) within the said account ("Service").
1.2. The responsibility for the determination and implementation of all kinds of operations of the campaign to be published, such as the targeting details, budget, limits of the advertising campaigns, the visuals to be used from the advertisements, the selection of content, and the clarifications texts belong to the Partner.
1.3. Uproas declares that it will provide the Service specified in article 1.1 in Annex 1 in accordance with the information provided and submitted by the Partner and is not responsible for incomplete, incorrect or inaccurate information.
Article 2- PRINCIPLES OF ADVERTISING:
2.1. The Partner undertakes that due to the creation of a sub-account linked to the Uproas account, the authorizations of Uproas in this sub-account are secondary and Uproas will use such authorizations as a secondary and prudent tradesman.
2.2. The Partner will act with a sense of responsibility towards society and the consumer in its Advertisements. In this context, the Partner accepts, declares and undertakes that he/she will publish advertisements in accordance with the decisions, opinions and guidelines of the Advertisement Self-Control Board based on the principles determined by the relevant laws and laws, especially the Law on the Protection of the Consumer and the Regulation on Commercial Advertising and Unfair Commercial Practices; the Advertisements will not constitute a violation of the personality rights, moral rules, common courtesy, public interest, public safety, etc. and he/she has obtained permissions from official and administrative institutions, if necessary, for the publication thereof.
2.3. Advertisements shall not be designed to humiliate or ridicule or disparage any real or legal persons, any industrial or commercial activity/profession, or any product by any means.
2.4. During this Annex 1, the Partner accepts, declares and undertakes that the Advertisement content (text/visual) to be published will not contain elements contrary to the legislation and general moral rules and the business and operation policies of Uproas, Meta Platforms, Inc (Facebook) and/or their subsidiaries and/or affiliates; and that it will act in accordance with the policies published at https://www.facebook.io/policies/ads/ by Meta Platforms, Inc (Facebook) and revised from time to time and in accordance with the advertising policy of this platform in case of opening an account on other advertising platforms. The Partner undertakes that the content of the Advertisement (text/visual) will not contain misleading, incomplete information and is solely responsible for the accuracy and compliance of the Advertisements with the legislation. Without prejudice to Uproas' right to monitor and interfere with such Advertisements, Uproas has no obligation to investigate the accuracy and/or regulatory compliance of the Affiliate's Advertisements, The advertising Partner irrevocably accepts, declares and undertakes that it will indemnify all the damage suffered, upon the first written request, all kinds of judicial/administrative fines and/or compensation paid or to be paid by Uproas and/or Meta Platforms, Inc (Facebook) and/or their affiliates, affiliates, officers, representatives, partners and/or employees to third parties and/or institutions and organizations, which arise due to the advertising Partner's violation of this obligation and that the parties reserve the right of recourse to the Partner.
2.5. In case the Advertisement content (text/visual) to be published has elements that are contrary to the legislation and general moral rules and to the business and operation policies of Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates, or in the event that such content is characterized as damaging the corporate reputation of Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates before the public Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates are entitled to request that such content of the Advertisement (text/image) should be changed by the Partner within a given certain period of time, and the Partner should not publish the Advertisement until the necessary changes are made and/or they are entitled to remove it in their own discretion. In such a case, the Partner will not be entitled to raise any claims against Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates. All responsibility of the Advertisements to be published by the Partner belongs to the Partner. Any Criminal or Legal responsibility that may arise from the content of the advertisements belongs to the Partner. The Partner agrees in advance that Uproas, Meta Platforms, Inc. (Facebook) and/or their affiliates and/or affiliates will not be responsible for these matters.
2.6. The Partner accepts, declares and undertakes that the advertisements and campaigns to be published in the account created under this Annex 1 are entitled to the industrial and intellectual rights stipulated between Articles 21-25 of the Law on the Intellectual and Artistic Works and that the required intellectual rights are obtained for the trademarks as the subject matter of the Advertisements; and that in this context, the Partner has transferred all of its intellectual and industrial rights to Uproas since it will use the sub-account subject to the Service provided by Uproas.
2.7 Partner will not use any name, emblem, logo and other unique corporate identity elements of any real or legal persons in advertisements in a way to mislead the consumer, and the industrial and intellectual property rights such as patents, trademarks, designs and models will not be violated. Otherwise, all compensation, loss, damage, etc. to arise, will be indemnified by the partner. In this sense, all sanctions that Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates will be subject to will be paid by the Partner and will be compensated immediately, in a single sum and in cash.
2.8. The Partner agrees and undertakes that it will not raise any claims against Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates due to cancellations and changes to be made pursuant to any judicial and administrative body decisions during the term of the Annex 1.
2.9. The obligations undertaken by the Partner under this Article 2 constitute the essential element of the Annex 1, and in case of violation of such obligations, the essential elements of the Annex 1 will be deemed to have been violated and Uproas shall have the right to terminate the Annex 1 unilaterally, without prejudice to any compensation rights.
Article 3: PAYMENT TERMS
Within the scope of this Agreement, the Partner through Uproas itself or a third party authorized by it;
undertakes to pay the monthly price to be paid per account for the Services under the Agreement will be displayed on the website, and
in addition to this monthly fee, the Partner undertakes to pay daily fee to be determined by the spending made by the Partner from the sub-account, based on the commission rates to be determined by the spending thresholds. The payment will be paid from its balance in Partner Account.
In the event that the Partner starts to receive services from Uproas or campaigns start to be made through Uproas, Uproas will be entitled to a fee and the date of the receiving service will be accepted as a due date and the rights arising from the default can be exercised on the due date.
The parties accept that the monthly price and daily commission rate announced in a public and accessible manner on this website are an integral part of the Agreement.
3.2.Unless a different requirement is seen by Uproas, invoicing will be performed monthly/daily and/or on a Service basis, in accordance with the periods to be determined by Uproas. In accordance with the applicable legislation taxes, duties, charges or other official charges including but not limited to the value added, withholding and spending based taxes (hereinafter referred to as “tax”); will be determined by the information provided by the Partner, and spending made by the account which calculated solely by Uproas; and the Partner shall solely be responsible for the payment of the relevant tax.
3.3. Regarding the failure to recurring fees in accordance with clauses (i) and (ii) of Article 3.1 of this annex, Uproas may exercise its right to suspend the Services without giving additional time to the Partner and without prejudice to its rights arising from default. In case the payment is not deposited by the Partner within 7 (seven) days from the suspension of services with reserving Uproas’s legal rights (including claiming to attorney’s fee), the Partner's account will be cancelled. For the avoidance of doubt, due to the fact that the provided service is commercial in nature, Partner, regardless of Uproas' exercise of the rights herein, is obliged to pay min 1.5% monthly interest on the unpaid amount until the day the relevant amount is actually paid.
3.4. In the event that the card is warned that the card is closed or stolen at the time of payment, the said account will be immediately canceled by Uproas.
3.5. Payments under this Agreement will be made with payment instruments permitted by Uproas, such as EFT, Swift, Cryptocurrency and credit cards (“payment instruments”). The Partner is solely responsible for all kinds costs and expenses such as commissions, service fees arising from the transactions carried out with the Payment Instruments.
3.6. If Uproas determines that the relevant accounts are being used unlawfully, including illegal money transfers, it reserves the right to terminate the agreement to Partner without any notice, and refuse to transfer the relevant amounts to any account, or transfer them back to the source account which Partner originally made the payment, unless otherwise specified in accordance with applicable laws.
3.7. Uproas has the right to withhold the amount in its account and, if necessary, to take legal action to collect the payments owed, in case of suspicion of fraud or fraudulent activities in the transactions carried out by the Partner or if any of its payments are refused.
3.8. It is forbidden for the Partner to request a refund to the account of a third party, other than the account from which Partner originally made the payment. While investigating the relevant situation, Uproas reserves the right to request various information for the identification or separation of the Partner and to withhold any refund until the relevant transactions are verified.
3.9. The Partner agrees not to use the Partner account other than the services provided under this Agreement. Uproas declares that it is not intended for commercial use or commercial transactions of third parties or Partner via transfer between individuals and accounts contrary to the purpose of the services in this Agreement. If Uproas suspects a use contrary to this clause, it may terminate the contract, reverse its transactions or put it on hold its account, or put a reserve in its funds at any time without notice.
4-RIGHTS AND LIABILITIES OF THE PARTIES
4.1. The Service provided by Uproas does not include any consultancy regarding the compliance of Advertisements published by the Partner and In addition to the advertising policies and other rules and policies of the relevant platforms where the advertisement is published the responsibility for ensuring that the advertisements comply with the legislation and the law shall also belong to the Partner. In case the Partner's advertisements are contrary to the advertising policies and/or other rules and policies of the platform where the Advertisement is published, and/or to the advertisement legislation and/or to the law, the responsibility against any claims to arise shall belong exclusively to the Partner. If Uproas needs to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Uproas immediately, in cash and in a single sum, upon the first request of Uproas.
4.2. The Partner accepts that all information and documents provided to Uproas under this Annex 1 reflect the truth and are accurate. Otherwise, all responsibility belongs to the Partner and if Uproas needs to make payments to third parties and/or companies in this regard, the Partner is obliged to pay the aforementioned amount to Uproas immediately, in cash and in a single sum, upon the first request of Uproas.
4.3. In case the Partner publishes content, through the advertising account provided by Uproas, about the product or service features, unreal price information, unrealistic options that are not included in the Partner's applications, Uproas cannot be held responsible for such content under any circumstances. In such case, Uproas reserves the right to terminate this Annex 1 immediately.
4.4. All intellectual property rights resulting from the trademarks and logos of the parties and from all kinds of trademarks, designs, logos, emblems, domain names, trade dress, slogans and all other content created by the Parties are under the possession of the Parties. The Parties may not use, share, distribute, display, reproduce or make derivative works from the intellectual property rights of the other Party or its affiliates without permission. The Parties may not make public announcements and advertisements within the scope of this Annex 1, or use the other Party's titles, trademarks and logos in any way, without the written consent of the other Party, through announcements and advertisements or through all kinds of media channels such as the press, broadcasting and internet. In case the Parties act contrary to this Article and/or cause damage to the reputation of the other Party’s trademark due to fault or negligence, the damaging Party shall immediately indemnify the damage to be suffered, upon the first written request.
4.5. The Partner shall conducts all communication activities arising from the commercial relationship between them as regulated in Article 16 in the Agreement; accepts and declares that verbal requests or agreements shall not be valid. Uproas has the right to reach and notify the Partner through the contact information it provided while registering to the system, and the notification will replace the written notification.
4.6. The parties' failure to use or delay in using any of their rights, powers or privileges arising from this Annex 1 does not mean that they waiver from such rights, cannot be interpreted as a waiver and use of any of them individually or partially, does not constitute an obstacle to the full use or subsequent use of the unused rights, powers and privileges, without prejudice to the prevailing provisions of the legislation on legal statute of limitations. A one time waiver of the implementation of any provision, clause or condition in this Annex 1 shall not constitute and shall not be construed as a complete waiver, a future or perpetual waiver of the relevant provision, clause or condition.
4.7. Within the scope of this Annex 1, notices and warnings to be sent by one of the Parties in order to put the other Party in default or to terminate the Annex 1 must be made in writing and via e-mail, the details of which is provided during registration to the system.
4.8. In terms of all rights and powers transferred to Uproas within the scope of Article 2.6 of this Annex 1; the Partner accepts, declares and undertakes that third parties do not have any rights in Facebook Business Manager account or in the campaigns and advertisements published from this account, the rights transferred to Uproas by this Annex 1 belong to the Partner and if the Partner claims any rights, the compensation and other legal responsibilities that may arise from this situation will belong to the Partner, in which case, the partner will immediately and in cash compensate any and all losses incurred by Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates, and that Uproas will be entitle to terminate this Annex 1 for such reasons. Uproas reserves the right to additional indemnification in case the damage is not covered and/or more damage is caused than anticipated.
4.9. The parties shall not grant any warranties of sale, whether express or implied, including any warranties of merchantability, performance, marketability and fitness for a particular purpose. Uproas cannot be held responsible for any indirect damages, including lost profits and negative damages, that may arise from the Service to be provided.
4.10. The Partner will not make any press releases or public announcements on the subject of this Annex 1 without obtaining Uproas' approval in writing.
4.11. The Partner undertakes that it knows and accepts in advance that it will have at least one staff member for reporting and tracking purposes in the Advertising sub-account within the scope of the Service offered to it by Uproas.
4.12. In the event that this Annex 1 is terminated for any reason, the Partner irrevocably agrees that it is not possible to delete/destroy the advertising materials, which may be the subject matter of intellectual property, used within the scope of the Advertisements within the scope of the Law on Intellectual and Artistic Works and the relevant legislation, and the campaign information in the nature of trade secrets, even if damage occurs in relation to them because of viewing, accessing, sharing and using of them by third parties, Uproas, Meta Platforms, Inc. (Facebook) and/or their affiliates and/or affiliates shall not have any responsibility, the Partner will not claim any rights against them and/or its directors, employees, representatives, partners, and that it waives all claims, compensations and litigation rights in this regard in advance.
4.13. The Partner accepts, declares and undertakes that the sub-accounts, for which the Customer will be granted the right to use under this Annex 1, may have been allocated to other customers of Uproas prior to the allocation to the Customer and due to such allocation, there are information and materials in the accounts that belong to third parties (former customers) that may be the subject of intellectual property within the scope of the Law on Intellectual and Artistic Works and related legislation, within the scope of trade secrets and/or personal data; the Partner will not copy, disseminate, access, change, use any information, certificate, document, material, including the above, that does not belong to him; and the Partner irrevocably accepts, declares and undertakes that he/she will be solely responsible for all damages suffered by third parties in case of breach of the above and/or for all claims and demands in this regard to be raised against Uproas, Meta Platforms, Inc (Facebook) and/or their affiliates and/or affiliates and their directors, employees, representatives, partners; and if they pay compensation to third parties for any reason, they will be entitled to recourse rights against the Partner upon the first written request.
Article 5: TERM OF THE Annex 1 AND ANNULMENT
5.1. This Annex 1 shall be valid as of the date of signing/approval. The Partner agrees to pay the monthly service and commission fee specified in article 5 (i) and (ii) in order to benefit from the Service, which will remain in effect continuously, unless this is Annex 1 is terminated and the Service is suspended pursuant to article 5. Whereas, Uproas reserves the right to re-determine the price announced on its website. The partner accepts this in advance.
5.2. Uproas has the right to terminate this Annex 1 at any time and immediately, without giving any reason and without compensation, provided that the other Party is notified in writing. The Partner cannot demand the refund of the payments made until the termination date.
5.3. In case the Parties act contrary to their obligations and commitments in this Annex 1, without prejudice to the regulations regarding the notice to be sent regarding the payment not made on time pursuant to article 5, except in cases where the right of immediate termination is granted, a cease and desist letter shall be sent by the injured Party to the other Party, where it will be requested to remedy the violation within 7 (seven) days, otherwise the Annex 1 will be deemed to be terminated automatically without the need for a further warning or notice. If the said violation is still not remedied at the end of the specified period, the Annex 1 shall be deemed to be terminated automatically at the end of this period. Without any hesitation, if the relevant payment is made by credit card in case of warnings such as the card is closed or stolen is displayed, except for insufficient balance, said account will be immediately canceled by Uproas directly and a notification for cancellation will be sent. Without any hesitation, the account will be canceled immediately in case of violation or non-compliance with the policies in connection with and / or related to the Service specified in article 1 in Annex 1.
5.4. If one of the parties declares bankruptcy, concordatum or liquidation of the company or in case of initiation of bankruptcy, termination proceedings against him by other official authorities before the court or filing a lawsuit with a request for the postponement of bankruptcy, or in case a decision to postpone the bankruptcy or the appointment of a trustee or trustee in the same way is issued or is subject to any current or future similar legal action, the other Party's right to immediately terminate the Annex 1 shall be reserved.
5.5. In the event that the Partner violates its obligations listed in Articles 2, 3, 4, 5, 6 and 7 of this Annex 1, Uproas has the right to terminate immediately, and Uproas' right to compensation is reserved, but the penal clause for each violation is 50,000 USD. accepts and undertakes to pay immediately in cash without requesting a discount; or to accepting its withdrawal from the Partner account by Uproas without giving any notice. The choice will determined solely by Uproas.
5.6. In the event of termination of this Annex 1 for any reason, the Partner's access to the sub-account subject to the Service will only be possible with view only. With the said viewing authority, the Partner will be able to see the historical data in the sub-account, and will not be able to take any new action.
5.7. In the event that the Service subject to this Annex 1 is terminated by Uproas for any reason or the Annex 1 is terminated, the Partner accepts, declares and undertakes in advance that all existing and broadcast Advertisements will be terminated unilaterally by Uproas. Likewise, in the event of such a situation, the Partner accepts, declares and undertakes in advance that he will not claim any rights and/or raise any material claims against Uproas in any way whatsoever.
5.8. The Partner will not make any press releases or public announcements on the subject of this Annex 1 without Uproas' approval in writing. Stamp duty and all other taxes, duties and expenses arising from this Annex 1 shall be paid by the Partner.
Article 6: INDEMNIFICATION
6.1. By this Annex 1, the Partner accepts that it is solely responsible for all third party demands, claims and investigations and all kinds of damages and expenses arising against Uproas subsidiaries, affiliates, officers, representatives, shareholders and/or employees based on the reasons of (1) Acting contrary to the Annex 1; (2) violating the rights of another person or organization or applicable legislation, including but not limited to the following; (3) Content transmitted or used by the Partner within the scope of the Services; (4) any activity carried out by the Partner on or through the Services; or (5) a false/misleading statement of the Partner and that Uproas subsidiaries, affiliates, officers, representatives, shareholders and/or employees have no liability in this regard. If necessary, the Partner agrees to cooperate fully along with its subsidiaries, affiliates, officers, representatives, shareholders and/or employees against any third party demand, claim, any dispute or any defense.
6.2. In case of violation of the provisions of the Annex 1 and / or relevant legislation or the violation of the rights of another person or institution, due to the content, data or information submitted, contributed, published or transmitted by the Partner with or regarding the Services, the Partner accepts in advance that Uproas and/or its subsidiaries, affiliates, officers, agents, shareholders and/or employees shall not be responsible for any claims including legal fees arising from them or claimed by any third party, the Partner will be solely responsible for all such claims, costs and damages and if a liability or loss arises due to the above-mentioned violations, Uproas and/or its subsidiaries, affiliates, officers, representatives, shareholders and/or employees or other related third parties/entities agree to indemnify immediately, in cash and in full, without any need to receive any respective request.
6.3. Except where caused by an intentional breach of Annex 1 by Uproas, Uproas and its subsidiaries, affiliates, officers, agents or other partners and employees will not be liable for any change, corruption, damage or loss that may result from not properly protecting account opening information, including Partner passwords. Partner agrees to immediately notify Uproas of any unauthorized access or use of Partner's account, login information, credentials or passwords, or any unauthorized activity on their account. Uproas has the right to suspend or terminate the Services without notice to the Partner if it reasonably suspects any unauthorized activity, and the Partner agrees to cooperate with Uproas in any investigation of suspected or unauthorized activities.
6.4. In case the commitments and obligations in this Annex 1 are not fulfilled by the Partner in the current legislation in case Uproas, or Uproas' subsidiaries, affiliates, officers, representatives, partners and/or employees, and/or third parties suffer any loss during the provision of the Service including but not limited to any other damages to the above listed parties, the Partner agrees to pay the amount of direct and indirect damage incurred immediately and in a single sum, without the need for a court decision.
Article 7: Limitation of Responsibility
7.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS OR IMPLIED, ALL TERMS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS APPLICABLE TO THE SERVICES OR THE SERVICE CONTENT ARE EXCLUDED.
7.2. EVEN IF Uproas INFORMED THE PARTNER OF POSSIBLE DAMAGES AGAINST THE PARTNER, Uproas SHALL NOT BE LIABLE FOR ANY CLAIMS BASED ON ANY LOSS OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS (RELATED TO THE PRINCIPLES OF THE ANNEX 1, BASED ON WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY MANDATORY DUTY OR ANY OTHER CLAIMS).
7.3. IN ANY CASE, IF ANY RIGHT TO CLAIM ARISES BY MUTUAL ANNEX 1 OR LEGAL METHODS DUE TO THE SERVICES PROVIDED UNDER THIS ANNEX 1, ANY INDEMNIFICATION CLAIM TO BE SENT TO Uproas AND/OR ITS SUBSIDIARIES AND ITS AFFILIATES AND ITS REPRESENTATIVES SHALL, AT ALL TIMES, BE LIMITED WITH DIRECT DAMAGES AND THE INCOME TO BE OBTAİNED BY Uproas UNDER THIS ANNEX 1 IN THE RESPECTIVE YEAR.
7.4. Uproas SHALL BE LIABLE FOR DAMAGES SUFFERED BY THE PARTNER ONLY IF THERE IS SEVERE DEFECTIVE OR DELIBERATE ACTION OF THE Uproas WHEN Uproas FAILS TO FULFILL ITS OBLIGATIONS AT ALL OR FAILS TO FULFILL ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE ANNEX 1.
7.5. IF SOME SERVICES TO BE PROVIDED BY Uproas UNDER THIS ANNEX 1 AND ITS ANNEXES ARE PROVIDED BY SUB-CONTRACTORS (THIRD PARTY), PARTNER AGREES, REPRESENTS AND WARRANTIES THAT Uproas SHALL HAVE NO RESPONSIBILITY REGARDING DEFECTS THAT MAY BE EXPERIENCED IN THE PERFORMANCE OF THE SERVICES PROVIDED BY SUB-CONTRACTORS (THIRD PARTIES) AND THEREFORE MAKES NO CLAIMS AGAINST Uproas, UNDER ANY UNDER ANY NAME.
Article 8: AMENDMENT
8.1 The Parties can amend this Annex 1, any information and "Content" on the Uproas website at any time without sending any notice or notification to the Partner. These amendments will be published periodically on “www.Uproas.io” and will be effective on the date of publication. Any natural or legal person who makes use of the Services for a fee or free of charge, or accesses Uproas in any way, is deemed to have accepted any amendment to the Annex 1. This Annex 1 is published on the www.Uproas.io website; Access is made possible by any natural or legal person who accepts the Annex 1. “Content” refers to all kinds of information, text, files, pictures, videos, numbers, etc., which are published and accessible, are visual, written and auditory images.
Article 9: TRANSFER OF THE RIGHT and OBLIGATION under ANNEX 1
9.1 The parties accept that they shall not transfer or assign this Annex 1 and/or their rights, obligations, receivables and responsibilities arising from this Annex 1 to third real or legal persons in any way whatsoever, will not make any other real or legal third person a partner in their rights and receivables for any reason or enable any other real or legal third person to use their rights and receivables. Uproas reserves the right to transfer this Annex 1 and/or its rights and obligations subject to this Annex 1 to its affiliates without seeking the consent of the Partner.
Annex 2: List of Uproas companies
a. Uproas an Estonia registered company.
b. Uproas LLC a US registered company.
(a, b, c and d is hereinafter referred to as “Uproas”, “We,” “Us”, “Our” or "Service Provider".)23
2. SUBJECT MATTER OF THE AGREEMENT:
At UpRoas we understand the unique challenges advertisers face. Our mission is to provide you with reliable, high-performance ad accounts and unparalleled support, ensuring your advertising efforts are as efficient and effective as possible.
Uproas Ads OÜ
Pärnu mnt 18, Tallinn, Harju maakond, 10141
