Please read these terms and conditions carefully before registering for the services offered by Tamome Limited. You will agree to be bound by these terms and conditions by clicking the accept box, or by using the Tamome Service. If you do not accept these terms and conditions you must not click the accept box or use the services.
Terms and Conditions
1. Scope of the Agreement
1.1 These terms and conditions are incorporated into every Contract entered into between Tamome Limited (“Tamome”, “we” or “us”) and the Publisher, Advertiser, App Developer and or Affiliate (“the client” or “you”).
1.2 These terms and conditions apply to all the Services offered or provided by us to you, and all terms and conditions you might provide to us (whether before or after you see these terms and conditions) are specifically excluded.
1.3 Any amendments or additions to these terms and conditions must be in writing. Notices sent by email shall be deemed to be in writing.
1.4 In these terms and conditions the following definitions shall be used:
Advertiser - An Advertiser is a person who wishes to advertise on the Publisher's mobile and digital media using the Tamome Platform.
Advertising Materials - Every form of mobile advertising content material (e.g. banner, text, flash animation) belonging to the Advertiser that may appear on the Publishers’ media.
Affiliate - A person promoting Advertisers’ products or services by operating a system of advertising in which site A, owner by the affiliate, features products or services from site B, owned by the advertiser, and site A gets a percentage of any sales generated for site B.
App Developer - A person who is the owner or operator of the Mobile Advertising Sites on which advertising space is made available to Tamome in accordance with these terms and conditions and then made available to Advertisers by Tamome.
Clients - Advertisers, Publishers, App Developers and Affiliates are all referred to as clients in these terms and conditions.
Contract – the contract between us and you (incorporating these terms and conditions) for the provision of the Services.
Mobile Advertising Sites means linked websites, mobile or digital media or other applications containing the Advertising Materials.
Person means person, partnership, company or other legal entity.
Publisher - A Publisher is a person who is the owner or operator of the Mobile Advertising Sites on which advertising space is made available to Tamome in accordance with these terms and conditions and then made available to Advertisers by Tamome.
Services- The use of the Publisher's sites to host Advertising Materials via the Tamome Platform.
Tamome Platform – The online platform self service marketplace which enables an Advertiser to create and manage campaigns for linked websites, mobile or digital media or other applications supplied by the Publisher, App Developer and/or Affiliate.
2.1. To use the Tamome Platform the client must register on the form provided.
2.2. The client must provide accurate and complete information, and must promptly update such information to ensure it is kept accurate and complete.
3. Formation of the contract
3.1 The Contracts will be concluded separately between Tamome and the Publisher, App Developer or Affiliate and between Tamome and the Advertiser]. No contract will be entered into directly between the Publisher, App Developer or Affiliate and an Advertiser.
3.2 Submission of the Publisher Registration form constitutes an offer by the Publisher to provide the Services subject to these terms and conditions. Submission of the Registration form constitutes an offer by the Advertiser to purchase the Services subject to these terms and conditions.
3.3. If Tamome accepts the offer, it will send the confirmation by e-mail. No offer shall be accepted until Tamome issues a registration email. The client will obtain access to the Tamome network by clicking the activation link in the confirmation e-mail and entering the access data. The client must be a person who, if an individual, is over 18. Tamome has the right to reject any offer the client without giving any reasons for its refusal.
3.4. Tamome will facilitate the sale and purchase of the Publisher's Mobile Advertising Site through the Tamome Platform.
4. Data protection
4.1. Tamome is entitled to collect, process and use personal data exclusively in compliance with the applicable statutory provisions governing the protection of data. This is necessary in order to enable participation in the Tamome Network, and the information includes information and data requested at registration as well as obtained as a result of participation in the Network.
4.2. Tamome will use the contact data also to contact Publishers by e-mail in connection with their network-participation in Tamome. Clients must not use this data for any other purposes (including in particular commercial purposes). Tamome reserves the right to use and process data and information for another purpose only if the client has expressly agreed to this being done or it is within legal within the statutory provisions governing the protection of data.
5. The Advertiser
5.1. The Advertiser shall produce content including (without limitation) text link banners, video and graphics for display on mobile display devices on which the Publishers sites are made available.
5.2 All information provided by the Advertiser in connection with the Advertising Material created by the Advertiser should be complete, accurate and up to date. If any such information provided should be or become inaccurate the Advertiser shall register any required change on the online-system of Tamome as soon as reasonably possible and in any event no later than seven days after it becomes aware of such inaccuracy.
5.3. The Advertiser is responsible for ensuring that it shall at all times in connection with its use of the Platform and the Services, and that all Advertising Material supplied by it shall, comply with all relevant applicable laws and legal obligations, and all applicable codes of practice and guidelines.
5.4 Without prejudice to the obligations contained in clause 5.3 the Advertiser shall at all times comply with the Tamome content guidelines.
5.5 The Advertiser must not upload onto the Platform any Advertising Material which:
5.5.1 may harm the goodwill or reputation of Tamome or the Publisher or bring Tamome or the Publisher into disrepute including any material which is indecent, obscene, illegal, defamatory, discriminatory, misleading, harmful or offensive or is otherwise in violation of any laws or regulations to which Tamome, or the Publisher is subject or any right of any third party. If Tamome, in its absolute discretion, considers any Advertising Material to be in breach of this clause it may remove any such Advertising Material from the platform forthwith
5.5.2 infringes the intellectual property rights or any other rights of any third party (in particular copyrights, trademark rights, personal rights or similar rights).
5.6. The Advertiser is fully responsible for the content of the Advertising Material provided to Tamome. The Advertiser guarantees that he is duly authorised to use all the company and product names, trademarks, brands, logos and pictures (hereinafter referred to as “Images”) contained in the advertising material and grants Tamome the right to use these Images within the scope of delivering the service.
5.7. The Advertiser warrants and undertakes that none of the content or any other data which it shall upload onto the Platform shall include any computer virus, routine, worm, time bomb, trojan or any other such device or mechanism of misuse.
5.8. The Advertiser shall indemnify Tamome against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Tamome arising out of or in connection with any breach by the Advertiser of clauses 5.3 -5.7 (inclusive).
5.9. Tamome can use the respective names and logos of any party as a reference for the advertising purpose in all media.
5.10. The Advertiser shall communicate exclusively through Tamome and shall make no direct contact with any Publishers.
5.11. For the period of providing the Services the Advertiser grants Tamome all necessary rights of use pertaining to the Advertising Materials.
5.12. By supplying the content for the Advertising Material to Tamome the Advertiser grants the Publisher the right of use for the advertising content for the time of the agreed advertising period.
6. The Publisher, App Developer and Affiliate
6.1 The Publisher, App Developer and/or Affiliate will contract directly with Tamome and not with an Advertiser.
6.2 The Publisher, App Developer and/or Affiliate shall not take any action which might damage the good name and/or business of Tamome, or any Advertisers. The Publisher, App Developer and/or Affiliate shall each be responsible for ensuring the availability, functionality and content of the their Mobile Advertising Sites at all times.
6.3 Automatic generation of views, clicks, leads or sales by means of technical appliances is forbidden. Tamome has developed anti-fraud systems, which it shall use to regularly check the traffic of the Publisher. Accounts belonging to Publishers who engage in prohibited or fraudulent activities will be permanently removed from the Tamome network.
6.4 No remuneration will be paid to Publisher, App Developer and/or Affiliate in respect of fraudulent or invalid impressions, clicks or conversions. If after payment has been made to the Publisher, App Developer and/or Affiliate it is subsequently discovered that any element of the payment related to prohibited or fraudulent activities, Tamome may deduct the remuneration paid in respect of any such prohibited or fraudulent activities from future payments or to reclaim any sums unduly paid. Any such deduction or repayment shall be without prejudice to any claim which Tamome may have against the Publisher, App Developer and/or Affiliate in respect of such prohibited or fraudulent activities.
6.5 Any misuse of the ad-code on mobile advertising space is forbidden.
6.6 The Publisher, App Developer and/or Affiliate will not modify or change the ad-code provided by Tamome or to delete or in any way modify the tracking tags that are included in the code except where specifically agreed to by Tamome in writing.
6.7 Each of the Publisher, App Developer and/or Affiliate undertakes to implement the ad-code only in those Mobile Advertising Sites and Advertising Materials which have been specifically cleared by Tamome.
6.8 Any infringement of the obligations underlying these terms and conditions, breach of contract or misuse will lead to the blocking of the Publisher’s, App Developer’s and/or Affiliates’ (as the case may be) accounts immediately. In such a case the relevant Publisher, App Developer and/or Affiliate shall, after receiving notice from Tamome, remove any advertising from the relevant Mobile Advertising Sites within 24 hours..
6.9 The Publisher, App Developer and/or Affiliate each warrant and undertake that every element of their Mobile Advertising Sites together with the method of publication of the Advertiser's adverts on their Mobile Advertising Sites will in each case:
a) comply with and shall not infringe all relevant statutes, regulations and other legal requirements and all relevant codes of practice, guidelines, principles etc applicable to the website;
b) not display any defamatory, immoral, illegal, defamatory, misleading, harmful or offensive content or any content which is otherwise in violation of any laws or regulations;
c) not promote, portray or endorse violence, racism, or discrimination against any sector of society;
c) not display any pornographic, indecent or obscene content;
d) not infringe the intellectual property rights (including ,without limitation copyright, trade marks, design right, database rights or patents) of any third parties;
e) not infringe any protected rights of third parties, including (without limitation) business secrets or confidentiality agreements;
f) not include anything which may damage the good name or the esteem of the Tamome brand or its business operations and may in the event of any breach of this clause in its absolute discretion terminate the Contract with any Publisher forthwith.
6.10 Without prejudice to the obligations contained in clause 6.9 the Publisher, each of the App Developer and/or Affiliate shall at all times comply with the Tamome content guidelines
6.11 The Publisher, App Developer and/or Affiliate each warrant and undertake that it has the proper authorisation for access to the Mobile Advertising Sites and Advertising Materials which it registers with Tamome, and that it is duly authorised to implement the ad-code.
6.12 Each of the Publisher’s, App Developer’s and/or Affiliate's media upon which adverts are to appear must be enabled by Tamome. Tamome reserves the right to reject any proposed mobile advertising sites.
6.13 Advertising must not be placed on empty sites without site content, pure link lists or media that have not obtained prior acceptance.
6.14 For the purpose of control and optimisation of quality standards (in particular, without limitation, copyrights, trademark rights, and personal rights or similar rights) Tamome may employ the necessary, appropriate number of ad-impressions on the registered media freely.
6.15 Each of the Publisher, App Developer and/or Affiliate shall indemnify Tamome against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Tamome arising out of or in connection with any claim brought or threatened against Tamome by any third party (including any claim brought by an Advertiser) arising out of any breach by the Publisher, App Developer and/or Affiliate (s the case may be)of the provisions contained in this clause 6.
7.1. Tamome shall not have liability for any damage or loss caused
a) by the content of third party websites; or
b) by a malfunction of software or hardware of participants, or
c) by their incompatibility with the platform of Tamome, or
d) by lack of availability or technical problems with the internet, or
e) by false client data.
7.2. Tamome shall not be liable for any consequential, indirect or purely financial loss incurred by any other part.
7.3 The liability of Tamome shall in any event be limited, with regard to an Advertiser, to the amount Tamome has received from that Advertiser during the 60 days immediately preceding the incident giving rise to such liability, and with regard to a Publisher, App Developer and/or Affiliate, to the amount Tamome has paid to the relevant one of them during the 60 days immediately preceding the incident giving rise to such liability.
7.4 The limitations and exclusions set out in clause 7.1, 7.2 and 7.3 shall not apply in respect of any death or personal injury resulting from the negligence of Tamome.
7.5 If the Publisher, App Developer and/or Affiliate suffers loss or damage as a result of misconduct by the Advertiser, Tamome shall, subject to being fully indemnified by the Publisher, App Developer and/or Affiliate in respect of all costs (including its own internal costs and legal fees) and liabilities incurred by Tamome, take any reasonable action requested by the Publisher, App Developer and/or Affiliate on behalf of the Publisher, App Developer and/or Affiliate in respect of that misconduct by the Advertiser. If any sum is recovered from the Advertiser in respect of the relevant misconduct then any surplus after deducting all such costs and liabilities of Tamome in connection with such recovery from the Advertiser shall be paid to the relevant Publisher, App Developer and/or Affiliate.
7.6. Tamome does not guarantee a minimum number of impressions and/or clicks and/or conversions to the Advertiser, Publisher, App Developer and/or Affiliate.
7.7. Tamome shall grant the Publisher, App Developer and/or Affiliate password protected access to an online information reporting system, through which the Publisher can view the remuneration earned through the use of the Publishers Mobile Advertising Site. The Publisher, App Developer and/or Affiliate shall use such information reporting system only for the purposes for which it is made available to him and shall only communicate its password to such of its employee as require access to the reporting system in connection with this Contract.
8.1. Tamome will pay the Publisher a 60% share and an Affiliate a 70% share of sums received by Tamome from the Advertiser in respect of the turnover generated by the Mobile Advertising Sites made available by that Advertiser, after deducting any possible agency commissions, discounts, charges, taxes and refunds (net sales). Tamome does not guarantee turnover success.
8.2. The Publisher, App Developer and/or Affiliate is entitled to payment under following cumulative requirements:
a) a successful business transaction between a customer and an Advertiser and is caused by the Advertising space provided by the Publisher, App Developer and/or Affiliate;
b) the business transaction has been recorded by Tamome;
c) there exists no fraud or other malpractice.
8.3 The amount of remuneration earned through advertising by a Publisher, App Developer and/or Affiliate shall be calculated by Tamome at the end of each calendar month and will be paid 40 days from the end of the calendar month in each case provided the corresponding payments have been received by Tamome from the Advertiser. Payment will be made only to such bank account as has been nominated by the Publisher, App Developer and/or Affiliate for such purposes. The Publisher, App Developer and/or Affiliate will cover all the charges connected with such payment (e.g. charged by the bank or online settlement systems).
8.4. If the remuneration due to the Publisher, App Developer and/or Affiliate in any calendar month does not exceed 50 Euro, Tamome has the right not to pay this amount immediately but to carry it over to the next payment date on which the amount to be paid (including amounts held over in accordance with this clause) does exceed 50 Euro.
8.5. In the case of termination of the contract by Tamome or by the Publisher, App Developer and/or Affiliate, Tamome will pay the outstanding amounts to the Publisher, App Developer and/or Affiliate within 90 days of termination. If on termination of this Agreement for any reason the amount to be paid out to the Publisher, App Developer and/or Affiliate is lower than 50 Euro Tamome has the right to charge a handling fee of 5 Euro. The fee will be deducted from the amount to be paid.
8.6 All payments shall be made according to Tamome data. No other measurements or statistics will be accepted.
8.7 The amounts due to the Publisher, App Developer and/or Affiliate will be paid in the currencies in which payment is made by the Advertiser to Tamome. The Publisher will be responsible for any resulting currency conversion charges.
8.8 Payment to the Publisher, App Developer and/or Affiliate will only be made when Tamome has received payment from the respective Advertiser. No payment shall be due from Tamome to the Publisher, App Developer and/or Affiliate until such payment has been received from the Advertiser. In the cases when the Advertiser fails to make payment for any reason Tamome has the right to refuse settlement with the Publisher.
8.9 VAT will only be reimbursed to the Publisher, App Developer and/or Affiliate if it can present adequate evidence of his entitlement to deduct input tax. This will need to be provided annually. Should the Publisher fail to provide this evidence, future payments will be made without reimbursement of VAT. A subsequent change of status is possible. The Publisher shall cover any charges incurred.
8.12 When any payment is due to the Publisher, App Developer and/or Affiliate, Tamome will provide on line reasonable details of the payments due. Unless the Publisher, App Developer and/or Affiliate notifies Tamome otherwise within 3 days of receipt of the details, they shall be deemed to be approved by the Publisher.
8.13 No interest shall be due or paid on any sums due to be paid to the Publisher, App Developer and/or Affiliate.
9.1 The Publisher, App Developer and/or Affiliate or Tamome can terminate this Contract by sending a notice of termination in writing to the other, in which case this Contract will terminate ten days following receipt of such notice by the other party.
9.2 Any party has the right to terminate the Contract:
9.2.1 if the other party commits a material breach of the Contract and fails to remedy the breach within 14 days of receiving notice requiring him to do so; or
9.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
9.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge; or
9.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
9.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
9.2.6 the other party ceases, or threatens to cease, to trade; or
9.2.7 an Event of Force Majeure continues for more than 30 days.
9.3 Any transactions up until the termination will be processed and charges due paid.
10.1 Tamome is entitled to vary these terms and conditions at any time on giving the other parties four weeks’ notice of such variation. If the client does not within the four week period object the variation in writing, the agreement will continue subject to the varied terms and conditions.
10.2 If the Publisher, App Developer and/or Affiliate wishes to make any change to any element of any Mobile Advertising Site after that Mobile Advertising Site has been approved by Tamome, Tamome has the right to suspend the changed site and/or to withdraw the previously issued acceptance.
11.1 If any provision of the Contract and of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. The same applies in the event that the Agreement contains any omissions.
12. Law and Jurisdiction
12.1 The Contract and any disputes or claims arising out of or in connection with it shall be governed by the laws of England and Wales and subject to exclusive jurisdiction of the courts of England and Wales.