Racerads reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Administration Panel. It is the Publisher’s obligation to make sure it complies, at all times, with Racerads’s eligibility rules. The following are examples of Publisher´s Website(s) that are not eligible for participation on the Racerads Network:

Racerads does not control or monitor Publishers Website(s). However, a Website may be brought to its attention or may be checked for any reason. If Racerads determines that Publisher’s Website(s) includes any forbidden content, Racerads may close Publisher’s account without prior notification. In such a case, as a penalty for the breach of this Agreement Publisher shall not be entitled to the payment of any amounts remaining in its Administration Panel, regardless of any other or further liability incurred by the Publisher.

Any form of misuse, i.e. procuring business transactions by unfair methods or inadmissible means that violate applicable law or this Agreement, is prohibited.

In particular, Publishers are prohibited from attempting to obtain commissions by procuring business transactions themselves or through a third person using the Advertising Material, tracking links and/or other technical aids provided to them in the context of the Racerads Network using one or several of the following methods:

Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. In this case Publishers may raise an objection (i.e. via letter, fax, e-mail) within a month in order to provide a statement and evidence that the chosen form of advertising has been in accordance with this Agreement. If the Publisher cannot confute the breach of this Agreement, Racerads will issue a notice of termination. In the event of termination, the Agreement will be wound up and liquidated pursuant to the stipulations of Clause 12 of this Agreement. As a penalty for the breach of this Agreement, the Publisher shall not be entitled to any remuneration, regardless of any other or further liability incurred by the Publisher.

Fraudulent Impressions. Racerads’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement. Any method to artificially and/or fraudulently inflates the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Racerads Advertising Network. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running ‘spiders’ against the Publisher’s own Website, automatic redirecting of users or any other technique of generating automatic or fraudulent (as determined by Racerads, acting reasonably, or based on industry practices) click-through and/or impressions. Advertising Material may not be placed on a page which reloads automatically. Publisher may not require users to click on Advertising Material prior to entering a Website or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than Racerads’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, Racerads may terminate this Agreement without prior notification. Such termination is at the sole discretion of Racerads and is not in lieu of any other remedy available at law or equity. Racerads’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this Agreement.

Liability for Publisher’s Revenue. Publisher understands and agrees that Racerads acts solely as a third party for the Advertisers; and that RacerAds shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to Racerads. Publisher agrees that (i) Racerads shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and (iii) Publisher shall hold Racerads harmless and indemnify it from any claims or liability related to such unpaid amounts. Racerads agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis. Racerads, reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein.

Other Expenses. Racerads assumes no responsibility for paying any income taxes, banking commissions or currency fees on behalf of Publisher. By participating in the Racerads Network, Publisher assumes complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence thereof.

Racerads is entitled to withhold, stop or cancel any payments due to Publisher, or disclose any information regarding the Publisher, should it be required to do so by a court or administrative authority.

Racerads Referral Program ("Program") has been created to reward Publishers for each referral they bring, which means, Publishers wanting to bring other Publishers or Advertisers to Racerads will receive 7% of the revenue generated by each new approved Publisher, or 7% of the spend generated by each new approved Advertiser, as long as they remain active. Publishers can find the Program link in their Administration Panel.

By participating in the Program, the Publisher agrees to and is bound by the Program conditions. If Publishers do not wish to agree to and abide by the Program conditions in their entirety, they are not authorized to participate in the Program. Racerads reserves the right to find ineligible any Publisher in the Program at its sole discretion.

The Program has the following conditions:

Racerads reserves the right to suspend any account or, if applicable, to disqualify any customers or prospective customers at any time from participation in the Program. Racerads reserves the right to modify these Program conditions at any time, at its sole discretion, and without notice. Racerads may also, in its sole discretion, change, cancel, suspend, or modify any aspect of the Program without notice.

Racerads Javascript tag. Publisher(s) shall place the Racerads Javascript tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell or disclose the Racerads Javascript tag in any way without Racerads prior written consent.

Recording of Service Counts. Racerads has the sole responsibility for calculation of statistics, including impressions, clicks, revenues EST Time shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher in real time in the Racerads Administration Panel. Publisher understands that Racerads’s online statistics may not be 100% accurate and that Racerads may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Racerads reserves the right to withhold payment on all Impressions and clicks delivered by Publisher.

Volume of impressions. Racerads cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.

Ad Serving Platform. Statistics of impressions and revenues will be provided by Racerads. Ad Serving Platform shall govern this Agreement.

Advertiser must prepay its advertising budget through methods wich avalaible in Administration Panel.

Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Racerads incurs collecting unpaid amounts. Charges are solely based on Racerads Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms or an Insertion Order may obligate Racerads to do credit to any party.

Racerads reserves the right to withhold deposit or charge Advertiser’s account due to any breach of this Agreement by Advertiser.

Publisher(s) represents and warrants to Racerads that:

Advertiser(s) represents and warrants to Racerads that none of the advertising provided contains:

Racerads may at any time, in its sole discretion, immediately terminate this Agreement, or cancel any Ad(s) with or without cause.

Advertiser(s) may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign in the Administration Panel.

Publisher(s) may cancel or terminate this Agreement by removing the Racerads Javascript Tag from the Publisher´s Website(s).

You agree not to disclose Racerads Confidential Information without Racerads’s prior written consent. "Network Confidential Information" includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the Racerads Network; (ii) click’s rates or other statistics provided to You by Racerads; and (iii) any other information designated in writing by Racerads as "confidential" or any designation to the same effect. Racerads Network Confidential Information does not include information that has become publicly known through no breach by You or Racerads, or information that has been (i) independently developed without access to Racerads Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

Publisher acknowledges that Racerads might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher’s identity under certain circumstances and specially where Publisher’s Website(s) contain(s) or link(s) to unauthorized copyrighted materials from third parties. Racerads will be fully entitled to disclose such information upon receiving a request for disclosure from a Court or Administrative Authority which Racerads reasonably deems as being competent to issue such a request.

Racerads has a Privacy Policy in its website which explains the use we make of personal data that you provide to us or that we gather from you and the measures we take to protect your privacy.

In accordance with Racerads’s Privacy Policy, Racerads may transfer your personal data to providers who require access to your personal data in order to provide the services that Racerads has hired from them, and with whom Racerads has subscribed confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by Racerads are located in countries that do not have a data protection regulation equivalent to the European ("Third Countries"). These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy.

Indemnification. You agree to indemnify, defend and hold Racerads and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation on the Racerads Network, (ii) operation of the Publisher’s Website(s) submitted to Racerads for participation on the Racerads Network or (iii) otherwise arising from a relationship with Racerads. You also agree to indemnify Racerads for any legal fees incurred by Racerads, acting reasonably, in investigating or enforcing its rights under this Agreement.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL RACERADS BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT RACERADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL RACERADS’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE LAST MONTH’S PAYMENTS TO THE PUBLISHER.

Racerads reserves the right to amend the provisions of the present Agreement that are minor in scope or nature, and to do so without citing any reasons, provided such modifications do not lead to the Agreement as a whole being restructured.

If the Publisher(s) objects to the new (modified) Terms the right of the parties to terminate their participation on the Racerads Network remains unaffected hereby.

Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.

Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.

Survival. Sections 13, 14, 15, 18 and 19 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

Assignment. Racerads is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other partyprovided that the assignee shall assume all rights and obligations under this Agreement.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified facsimile or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the postal or email addresses provided by the them in writing.

Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by Publisher(s) and Advertiser(s) to Racerads, as requested by the latest in order to enter the Agreement, shall be also considered as part of this Agreement. This Agreement may not be amended without the written consent of the parties.

Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

Construction. The parties acknowledge and agree that the Agreement has been jointly prepared and its provisions will not be construed more strictly against either party as a result of its participation in such preparation.

Counterparts. This Agreement may be executed in counterparts or online, which taken together shall form one legal instrument.

No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.