In these Terms and Conditions unless the context otherwise requires:
“Ad Space” means the space contained on the Seller’s website, Email newsletters or other property for Advertisement.
“Advertisement” includes all forms of digital text, graphic, rich media and other advertisements of the Buyer whether being broadcast visually and/or aurally via the internet including all content contained therein.
Octomob” means Octomob Ltd.
“Buyer” includes any member of Octomob who bids on, wins or buys Ad Space or any person acting on their behalf with express or implied authority.
“Contract Period” means the period of time the Seller agrees to lease its Ad Space to the Buyer in accordance with the terms and conditions of the Seller’s listing.
“Member” means any member of Octomob including Buyers and Sellers.
“Seller” means any member of Octomob who creates a listing for the sale of Ad Space or any person acting on its behalf with express or implied authority.
“Site Content” means the content of the website or other property in which the Ad Space appears or is to appear.
“Site Content Page” means website page/s in which the Ad Space appears or is to appear.
“We”, “Us” and “Our” means Octomob.
“Website” means the Octomob Website under the domain name www Octomob.com.
“You”, “Your” and “Users” means any persons accessing the Octomob Website including Members, Buyers and Sellers and includes anyone acting on their behalf with express or implied authority.
In these Terms and Conditions unless the context otherwise requires:
Words importing the singular or plural include the plural and singular respectively;
Words importing any gender include every gender;
Words denoting persons include bodies and corporations;
A reference to a party or parties means the named parties to this document and includes that party’s executors, administrators and permitted assigns, or if a company, its successors and permitted assigns;
Clause headings do not affect the interpretation of this document;
Where a word or phrase is given a particular meaning in this document, other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
A reference to a clause or a provision is a reference to a clause of this document; and
Every agreement, covenant or undertaking expressed or implied by which more than one person is bound binds those persons and any two or more of them jointly and each of them severally.
You acknowledge that the purpose of this website is to provide a medium to bring together buyers and sellers of Ad Space. We are not an auctioneer and are not involved in the actual transactions between Buyers and Sellers. Our services are limited to providing bid-based or flat price buying models enabling Buyers and Sellers to transact between themselves.
You may only list, bid on or buy Ad Space if you are a member of Octomob. Membership is free. You may apply for membership at any time.
You must have the legal capacity to enter into legally binding contracts in order to apply for membership.
Your membership is not transferable under any circumstances.
Any membership information or content you provide to us or post to our website must be accurate, true and correct, complete without omissions of necessary information, current and kept up to date.
It is your responsibility to keep your password safe. You must not give out or allow any person to use your username and password. You are responsible for all transactions, communications, agreements and actions undertaken with your username and password.
If you suspect any unauthorized use of your account, you must report it to Octomob immediately. We recommend that you change your password on a regular basis. You must not respond to any request for your password by anyone, even if the request is made by someone claiming to be an employee of Octomob. You must immediately notify us if you receive such a request.
Octomob does not allow retraction of bids. If you win an auction, buy out or if your offer to purchase is accepted by a Seller, you have agreed to enter into a legally binding contract with the Seller.
As a buyer, you must complete each and every transaction you make with a Seller unless the transaction is prohibited by law or by the Listing Policy.
By purchasing Ad Space, you agree to be bound by the conditions of sale included in the listing description unless those conditions of sale are prohibited by law or by the Listing Policy.
If you do not fulfill a transaction or fail to comply with its conditions of sale, you may become liable to the Seller and to Octomob. Without prejudice to any other rights, the Seller may leave comments for that transaction and/or issue court proceedings against you and we may among other things in our absolute discretion suspend or terminate your account.
By submitting an Advertisement to a Seller, the Buyer warrants that it is the owner of all content, copyright and intellectual property in the Advertisement. The Buyer grants the Seller the right to communicate the Advertisement to the public, perform and display the content worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the purpose of the Seller performing its obligations during the contract period. The Buyer permits any user to access, display, view and store such content. Subject to the above, the Buyer shall retain all intellectual property rights that exist in its Advertisement.
The Buyer acknowledges and agrees that the Seller may preserve the Buyer’s Advertisement content and may disclose any Advertisement in order to comply with legal requests, to enforce these Terms and Conditions or to respond to any claim that any Advertisement violates the rights of third parties or to protect the rights, property or personal safety of Octomob, the Seller, Users and the public.
It is the Buyer’s responsibility to satisfy itself of the suitability and appropriateness of the Site Content and the quality of the Ad Space. Octomob does not screen and is not responsible for screening or monitoring any material or communications posted by the Seller on either its website or the Octomob website. We do not in any way make any warranties or representations regarding the results which the Buyer may or may not gain from buying the Ad Space.
The Buyer warrants that:
It is authorized to publish the Advertisement(s);
The content of its Advertisement(s) is not unlawful and do not infringe on the rights of any person;
It has obtained all necessary permissions or releases to display the Advertisement;
Any website linked to the Buyer’s Advertisement(s) in addition to any product or services advertised complies with all applicable laws and regulations, does not or has not breached any duty towards or the rights of any person and is not false, misleading, obscene, defamatory, hateful or otherwise illegal.
7. OBLIGATIONS OF SELLERS
As soon as an offer is accepted by a Buyer, it is deemed that you have agreed to enter into a legally binding contract with the Buyer.
As a Seller, you must complete each and every transaction you make with a Buyer and fulfill all other obligations towards the Buyer, unless the transaction is prohibited by law or is contrary to the Listing Policy.
By selling Ad Space, you agree to be bound by the conditions of sale of such Ad Space unless those conditions of sale are prohibited by law or by the Listing Policy.
If you do not fulfill a transaction or fail to comply with its conditions of sale, you may become liable to the Buyer and to Octomob. Without prejudice to any other rights, the Buyer may leave comments for that transaction and/or issue court proceedings against you and we may among other things in our absolute discretion suspend or terminate your account.
Octomob does not screen and is not responsible for screening or monitoring any material or communications posted by the Seller on either its website or the Octomob website. We do not in any way make any warranties or representations regarding the results which the Seller may or may not gain from selling the Ad Space.
The Seller warrants that:
It is authorized to sell the Ad Space;
It has obtained all necessary permissions or releases (if necessary) to sell the Ad Space;
Seller complies with all applicable laws and regulations, does not or has not breached any duty towards or the rights of any person and is not acting in a false, misleading, obscene, defamatory, hateful or otherwise illegal manner.
We do not and cannot make any representation or warranty as to the accuracy, completeness or currency of any information or content provided on or accessible via the Website including but not limited to information contained in Sellers’ listings. We do not control or verify any information or content provided to us by Members and therefore we will not accept any and hereby exclude all legal liability for such information or content.
As we are not involved in the actual transaction between Buyers and Sellers, we have no control over the appropriateness, effectiveness, quality, safety or legality of the Ad Space or content posted by the Sellers on the Website or of the Buyers’ advertisements, the truth or accuracy of listings, the ability of Sellers to sell their Ad Space or the ability of Buyers to buy Ad Space.
It is the Buyer’s responsibility to satisfy itself of the suitability, quality and condition of any Ad Space it proposes to purchase and of the truthfulness and accuracy of the Seller’s listing.
We do not and cannot confirm or guarantee any Seller’s or Buyer’s purported identity or contact details.
Sending you notices and other communications about your transactions does not mean we endorse, guarantee or legitimize the transaction. Some information in our communications and notices will be provided to us by other Members. You acknowledge that we do not confirm, approve, control, endorse or guarantee any information provided to us by other Members by using that information in communications with you.
You acknowledge that the sole purpose of the Website is to provide a means for Sellers to sell and Buyers to buy advertising space. You assume all risk and liability of using our listing services. All listings sold through our website are intended to be used for listing purposes only. We do not provide any marketing or promotional services and accordingly we do not make any warranty or promise as to increased interest, traffic, awareness or sales growth for the Seller’s or Buyer’s business.
More specifically, the Sellers and Buyers acknowledge and agree that any transactions and funds used to buy traffic or Ad Space on our Website are final and not refundable when the traffic and/or the Ad Space has effectively been provided. Therefore, Sellers and Buyers hereby waive any rights of dispute for refunds in relation to any performance or revenue expectations in relation to traffic or Ad Space.
Once you make an initial deposit on our Website, you have six (6) months from the last payment date to ask for a refund of the balance remaining on the account if you are not satisfied with our Website and have remained in compliance with our Terms and Conditions. As soon as you make a second deposit on our Website, it is hereby understood that a refund will only be issued for a balance greater than $500 and a processing fee of 10% will be deducted from the refund. Buyers and Sellers canceled / terminated / blacklisted by us for violating these Terms and Conditions are not entitled to a refund.
We do not make and exclude to the fullest extent permitted by law all warranties including without limitation any implied warranties as to quality, safety, title, fitness of purpose or merchantability of the Website or of any Ad Space offered for sale at the Website.
We do not make and exclude all warranties to the fullest extent permitted by law that using this service and the Website will not result in infringement of third party rights, including but not limited to intellectual property rights.
Where any warranty or condition cannot be excluded our liability for breach of such warranty or condition is limited to either of the following:
Resupplying the service;
Crediting the cost of the service to you
We cannot and do not control the actions or inactions of Members dealing through the Website and exclude all liability in this regard to the fullest extent possible.
We do not guarantee that a Buyer or Seller will actually perform or complete a transaction or act lawfully in transacting over the Website.
It is your responsibility to enforce any rights owed to you by another Member. We do not provide any insurance, warranty or any other form of protection for Buyers or Sellers in the event of non performance by another Member. We merely provide a medium to bring Buyers and Sellers together, enabling them to transact between themselves. We will not be responsible or liable for any disputes between the Seller and the Buyer. All disputes between the Seller and the Buyer must be resolved between themselves.
You acknowledge that other users may post offensive, harmful, inaccurate, fraudulent, deceptive or defamatory content or content with errors or omissions on the Website. Further, there are risks with using the Website including people acting under false pretences, dealing with under age persons and/or foreign persons, and international trading.
We may in our sole discretion without notice to you make a determination that you have:
engaged in fraudulent, misleading or deceptive activity in connection with the Website;
breached the Terms and Conditions, the Listing Policy, any of our other policies or any applicable law; or
participated in conduct that is harmful to the interests of Octomob or its directors, employees, related entities, agents or affiliates
Then we may, with notice to you:
suspend, terminate or amend your membership; or
cancel or amend any of your listings without refund; or
issue you with a warning, and/or refuse to sell or provide our services to you or withhold part of or the entire Security Deposit mentioned in Section 14.
The rights in this clause do not limit any other remedies available to us at law, in equity or under these Terms and Conditions. To protect the security and privacy of other members, we are under no obligation to provide you or any other member with details of any investigation or action we undertake in relation to your membership or account.
We cannot and do not investigate and/or control who owns particular copyright or other intellectual property.
We will not take any action against a Member for alleged copyright or intellectual property infringement unless the complaint is made by the actual owner of the copyright or intellectual property rights.
If you are the owner of copyright or intellectual property rights and you believe your rights are being infringed by a listing on this website, please contact us at contact Octomob.com
To the fullest extent possible, we, our affiliates, directors, employees and related entities exclude all liability including but not limited to all liability whether in tort or contract or otherwise for any claim, damages, any actual, special, direct, indirect, exemplary, special or consequential loss or damage, costs, expenses, claims in respect of economic loss, loss of profits, any loss of or damage to data, property or goodwill or death or injury to any person of whatever nature and however or wherever sustained including by negligence arising out of or in connection with your or any person’s use of the website or our services even if advised of the possibility of such damages.
To the fullest extent possible we exclude all liability relating to any errors, omissions and offensive, harmful, inaccurate, deceptive or defamatory content contained or implied in the Website.
Users agree and indemnify and forever hold Octomob, its related entities, officers, directors, employees, agents and affiliates harmless against liability for any claims, demands, proceedings, losses, damages whether actual, special or consequential, expenses and costs, including legal costs on an indemnity basis, made by you or by any third party as a result of or in connection with your use of the Website or your or a third party’s breach of these Terms and Conditions, any applicable law or the rights of a third party.
You agree to be bound by the policies, charges including chargeback fees and terms and conditions of any gateway such as PayPal and of any credit card provider(s) you propose to use for accepting or making payment over the Website.
You must prepay your advertising budget through Paypal, Paxum, credit card or wire transfer. You shall pay all charges in U.S. Dollars or in Euro, according to the currency set up in our Website. Charges are exclusive of taxes. You are responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees we incur collecting late amounts. Charges are solely based on Octomob Ad Serving Platform measurements, unless otherwise agreed to in writing. Nothing in these Terms and Conditions or in any Insertion Order (IO) may obligate Octomob to do credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to us may be shared with companies who work on our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Octomob and servicing your account.
The Ad Serving Platform currency is US dollar. In case of payments in Euros, the exchange rate applied would be equal to European Central Bank exchange rate for the date of funds reception with one percent margin.
Octomob reserves the right at any time and via the execution of a Supplementary Agreement to request an amount which is to be held as a “security deposit” over and above any other deposits or even charge Advertiser’s account in order to guarantee Advertiser’s faithful compliance and performance of the Advertiser’s duties and obligations. Such security deposit is to be held by Octomob throughout the contract period and shall be refunded to the Advertiser either in its entirety or after any deductions that Octomob might deem necessary if an incident of breach occurs.
In order to be compliant with European and Cypriot VAT regulations, we are required to remit a VAT tax on certain Octomob bidding transactions:
Local VAT rate of country of residence is applied to individuals from EU countries
Local VAT rate of country of residence is applied to companies from EU countries that cannot provide a valid VAT number
19% VAT rate is applied to both Cypriot individuals and Cypriot companies registered as well as not registered for VAT
0% reversed charge VAT is applied to companies from EU countries which provide a valid VAT number
0% VAT is applied to individuals and companies located outside the EU
0% VAT is applied to companies located in the exempt EU territories
By acceptance of these Terms and Conditions, it shall be deemed that you, hereinafter referred to as the self-billee, and Octomob, hereinafter referred to as the self-billed, have entered into the Self-Billing Agreement. You will not issue any sales invoices to Octomob from the date of acceptance of these Terms and Conditions.
Your invoice will be issued automatically and made available through the platform. You agree to the terms and to comply with all relevant requirements with respect to self-billing as specified below:
To accept invoices raised by the self-biller on your behalf from the date of acceptance of these Terms and Conditions;
Not to raise sales invoices for the transactions covered by this agreement;
To notify the self-biller immediately and update the company and/or personal details on Octomob platform if you:
change your VAT registration number;
change your name, address;
cease to be VAT registered; or
sell your business, or part of your business.
All invoices will be raised based on the Octomob platform statistics unless stipulated otherwise in a separate agreement with Octomob.
Acceptance of each payment confirms acceptance of each self-billed invoice and constitutes ongoing nature of this agreement.
All rights to copyright, trademarks, service marks and trade dress in this Website including all content, text, graphics, photos, logos, button icons, images and audio clips are either owned by or licensed to us by our Members or third parties. We and/or our software suppliers own all software used on the Website.
All such material and software is protected by domestic and international copyright and intellectual property laws. You may only use this material for browsing the Website and you are strictly prohibited from reproducing, adapting, modifying, distributing, transmitting, republishing, framing, displaying or performing the content on the Website.
Octomob is a Trademark of Octomob Ltd. Users may not use this trademark unless expressly authorized by us. All other trademarks, trade names, service marks and the like that appear on the Website are the property of their respective owners. You may not use any such intellectual property without the respective owner’s express consent.
You must comply with all policies, guidelines, help and frequently asked questions pages published on the Website. All such policies and pages are incorporated into these Terms and Conditions.
To process any transaction using a credit card on your account you must fax a copy of a government issued photo I.D. including the front copy of your credit card showing the last 4 digits. Octomob does not accept any documents sent by Email. If you choose to Email these documents in any event, Octomob will not be liable.
You must comply with all applicable laws (including domestic and international), statutes, ordinances and regulations in respect of using the Website, viewing its content and when using our services. Sellers, it is your responsibility to investigate whether and what information you may lawfully advertise on the Website.
Due to occasional upgrades, maintenance and other factors outside our control, we cannot guarantee 100% continuous, uninterrupted or secure access to the Website. We provide the Website on an “as is” and “as available” basis. We make no representations or warranties that the Website, information, content or materials available on the Website, its servers or Emails sent from Octomob will be:
free of defects, viruses, inaccuracies, errors or other harmful components;
will meet your requirements; or
will operate in the configuration or with other hardware or software that you use.
Using the Website is undertaken at your own risk.
Octomob grants you a non-exclusive, non-transferable, revocable, limited right and license to access and use the Website solely in order to sell and buy Ad Space in full compliance with these Terms and Conditions. You agree not to download (other than page caching for authorized Users) or modify the Website or any portion of it without our express, written consent. Unless expressly stated otherwise such license does not include:
any rights of resale or commercial use of the Website or its contents (other than Advertising);
any collection or use of any media metrics available on or through the Website, listings, descriptions, or prices;
any derivative use of the Website or its contents;
any downloading or copying of account information for the benefit of another merchant; or
any use of data mining, robots, scraping, or similar data gathering or extraction tools.
The Website (or any portion of it) may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without our prior express, written consent. Any unauthorized use terminates the permission or license granted by Octomob under this clause.
If your membership is terminated for whatever reason then we may in our absolute discretion delete any content, material, files, graphics or other content or material relating to your use of the Website. Immediately upon termination you are prohibited from accessing or using the Website. We reserve the right to use any means we deem necessary to prevent unauthorized access to the Website including but not limited to technological barriers, IP banning, Email banning and direct contact with your ISP. If your account is terminated for your material breach, you must immediately pay us all fees or other amounts that you owe prior to termination.
For security reasons, if you have not logged into your Octomob account for 3 months or longer, your account will go into “Inactive” Status. This means you will not have the ability to log in, but your campaigns will continue to run as long as you have funds on the account. To re-activate, you will need to contact a Octomob representative.
Octomob will not be liable for failing to perform under these Terms and Conditions by the occurrence of any event beyond its reasonable control, including, without limitation, a labour disturbance, an internet outage or interruption of service, a communication outage, a failure by a service provider to Octomob to perform, fire, threatened or actual act of terrorism, natural disaster or war.
We may close the Website at any time in our absolute discretion and without prior notice. We may delete any files or content which you post or maintain at the Website. We do not undertake to retain copies of any material which we or others may delete from the Website. For this reason, we strongly advise you to keep a copy of any such material.
Any links to services, goods, resources or information of third parties provided at the Website whether through third-party advertising or otherwise are not controlled by Octomob. We make no representations or warranties, including without limitation warranties of fitness for a particular purpose, merchantability and non-infringement, regarding any services, resources, goods or information of any third party. We will not be liable for your use of or reliance on the services, resources, goods or information of third parties.
You must not:
use any robot, spider or any other device to copy or monitor our web pages and content;
use any software, device or routine that contains any viruses or any other damaging computer programming mechanisms that interferes with the proper working of our website;
take any action that imposes an unreasonable burden on our service infrastructure including our hardware, bandwidth and software; or
alter or tamper with any information, content or materials on or associated with the Website.
27. WEBSITE CONTENT
Due to the large amount of content posted by others on the Website, we cannot and do not undertake to monitor or control the nature of the content available on the Website. Users are solely responsible for their interactions with other users of the Website. Users must not post any fraudulent, misleading, defamatory, infringing or unlawful content on the Website. Users agree to defend and indemnify us against any infringement, breach of privacy, defamation or similar claims relating to their use of the Website.
We reserve the right but are not obliged to monitor content and materials posted on the Website and to remove, edit or take any other action to restrict access to any material or content that we or another User may consider to be obscene, unlawful, defamatory, invasive of privacy or otherwise inappropriate or objectionable.
We are not responsible for the actions of users which take place at the Website. All users acknowledge that our responding to complaints regarding any material or content posted to the Website is done only of our good free will to assist users in having a pleasurable trading experience on the Website and not because of any duty imposed on us to do so. We exclude all liability for and Users waive any claims or remedies (including but not limited to breach of intellectual property rights) arising out of or relating in any way to the content at this Website or our response or failure to respond to a complaint.
The Buyer acknowledges and agrees that Octomob has no control over any content on any Seller’s website. It is the Buyer’s sole responsibility to determine whether or not such content is appropriate or acceptable to the Buyer and the Buyer assumes all risk and liability in this regard.
The Seller acknowledges and agrees that Octomob has no control over any Advertisements or other content that may be submitted by any Buyer. The Seller assumes all risk and liability for determining whether or not such content is acceptable or appropriate to it.
Octomob and Sellers may provide links to other Websites which are independent of us. We make no representations or warranties about any such websites and exclude all responsibility for the content or use of any such websites.
Our services are not available to unsupervised persons under eighteen (18) years or twenty one (21) years where eighteen years is not the legal age of majority (“the age of majority”).
You must leave the Website now if you have not reached the age of majority and are not using the Website in conjunction with and under the supervision of your parents or guardians.
If any provision of these Terms and Conditions or any policy or document found on this Website is void, voidable, unenforceable or illegal in accordance with its terms, but would not be void, voidable, unenforceable or illegal if it were read down and it is capable of being read down such provision shall be read down accordingly.
If, notwithstanding the above paragraph a provision is still void, voidable, unenforceable or illegal:
if the provision would not be void, voidable, unenforceable or illegal if a word or words were omitted, that word or those words are hereby severed; and
in any other case, the whole provision is hereby severed, and the remainder of these Terms and Conditions and any policy or document on this Website shall be of full force and effect.
We may assign our rights to these Terms and Conditions in our absolute discretion without giving any notice, without prejudice to applicable data protection requirements.
You are strictly prohibited from assigning or transferring any rights you may have under these Terms and Use. Any attempted assignment or transfer by you shall be void and without legal effect.
Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection, in particular but not limited to GDPR requirements when applicable).
The failure, delay or omission by us to exercise any power or right conferred upon us by these Terms and Conditions shall not operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise of the power, or the exercise of any other power or right under these Terms and Conditions.
A waiver of any provision of these Terms and Conditions, or consent to any departure by a participant from any provision of these Terms and Conditions, must be in writing and signed by us (non electronically) and is effective only to the extent for which it is given.
No agency, partnership, joint venture, employee-employer, affiliate or franchisor-franchisee relationship is entered into or created by these Terms and Conditions between you and us.
You agree that we do not owe you any fiduciary duties. We are merely a third party beneficiary to contracts between Buyers and Sellers with respect to the fees that may arise therefrom.
Notices under these Terms and Conditions may be given by us electronically by Email or by posting notices on the Website. You agree that all communications from us including all agreements, notices, disclosures may be provided by us in such electronic form which satisfies any legal requirement that such communications be in writing.
You agree that using your username and password to communicate with us or third parties electronically constitutes your electronic signature and satisfies any legal requirement that such communication be in writing.
All provisions except your license to access the Website shall survive any termination or expiration of these Terms and Conditions. Buyers’ and Sellers’ contractual obligations made prior to termination survive termination and must be completed.
We reserve the right to amend these Terms and Conditions and any of our policies and documents at any time in our absolute discretion. Any amendments will be posted to the relevant page where the policy or document is usually found and will be notified on the “News” section of the Website. Unless specified otherwise, all amendments will be effective seven (7) days after first being notified on the “News”. By continuing to use the website you will be deemed to have agreed to the amended Terms and Conditions or policy.
The Terms and Conditions cannot be individually amended except in writing signed (non-electronically) by Octomob and yourself.
These Terms and Conditions together with all policies and documents incorporated by reference comprise the entire agreement between you and us. You agree that you have not relied on any prior representations, statements, claims or agreements not contained in these Terms and Conditions.
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Cyprus. For any matter related to the interpretation or execution of these Terms and Conditions, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter, and agree to submit to the sole competence and jurisdiction of the Cyprus Courts.