These Rules regulate the general details interaction by Smart City OÜ, incorporated under the laws of Estonia (hereinafter referred to as «Us», «We», «Smart City») with the Advertisers and the Publishers via the LeadGid CPA-network.
The services for the provision of digital marketing or other related services (the "Services") identified in agreements with relevant Parties are entered into by the Advertiser based on the Offer to enter into an Advertising Agreement, and by the Publisher based on the Offer to enter into an Affiliate Agreement.
The standard terms and conditions below outline any details of the Agreements entered into by the Parties. It is said Parties’ responsibility to familiarize themselves with these Rules as amended from time to time.
Advertiser means an entity or an entrepreneur who wishes to advertise their services via LeadGid CPA-network and enters into an Agreement with Us to that end.
Agreement means, according to context, either the contract to provide the Advertiser with the advertisement services, as the Advertiser accepts the Offer to enter into an Advertising Agreement, or the contract to solicit advertising services of Publishers, as they accept the Offer to enter into an Affiliate Agreement.
Associated Entity means an entity which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a Party. For this purpose, "control" means the direct or indirect ownership of in aggregate fifty percent or more of voting capital.
Confidential Information means any confidential or proprietary information and data of the Disclosing Party or its Associated Entities, disclosed to the Recipient or its Representatives in connection with Agreements, whether disclosed before or after the Effective Date and whether disclosed electronically, orally or in writing or through other methods made available to the Recipient or its Representatives. Notwithstanding the foregoing, for purposes of said Agreements, Confidential Information shall not include any information which the Recipient demonstrates by clear and convincing evidence is (i) at the time of disclosure in the public domain or thereafter enters the public domain without any breach of Agreements by the Recipient or any of its Representatives, (ii) known by the Recipient before the time of disclosure, other than as a result of a prior disclosure by the Disclosing Party or its Associated Entities or the Disclosing Party’s Representatives, (iii) obtained from a third party who is in lawful possession of same and does not thereby breach an obligation of confidence to the Disclosing Party regarding such information, or (iv) developed by or for the Recipient or its Representatives through their independent efforts without use of Confidential Information; provided that, in each of the foregoing clauses (i) through (iv), no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are publicly known or in the Receiving Party’s possession, unless the particular combination itself and its principle of operations are in the public domain or in the Receiving Party’s possession without the use of or access to Confidential Information. The material terms of Agreements are deemed to be Confidential Information of each Party.
Cooke file means a type of personal data as defined by the legislation on protecting personal data, which is represented by small text files sent to the Internet user’s computer when such users are visiting websites. They help find out what sections of the sites are of use, and which ones need to be improved.
CPA (Cost Per Action) means a pricing model that calculates digital marketing payments according to specified "actions" in response to an ad beyond simply clicking on it, including but not limited to subscriptions, email sign-ups, activations, sales leads and purchases.
CPC (Cost Per Click) means a pricing model that the publisher is paid each time a visitor clicks on a given Creative and thereby being directed to a selected mobile webpage. No matter what action is taken at the selected mobile webpage, all that matters with this pricing model is that the Creative was clicked.
CPT (Cost Per Time) means a pricing model by which payment is made for the Creative to be shown on a website/wap site for each billable time-based unit.
CPM (Cost Per Mille) means a pricing model that the payments are calculated and made for each one thousand impressions. For this purpose, "impressions" means a measure of the number of times a Creative is seen. Without prejudice to any other terms of relevant Agreements, an impression occurs each time a unique visitor hits to a selected website/wap site, and this will be counted as an impression.
Creative (also – Promo Materials) means materials of any type used under the advertisement agreements entered into by Us with the advertisers, including, but not limited to, buttons, banners, text-links, pop-ups, pop-unders and text, possible mobile web link, and/or graphic file or file of such other format to be displayed for the purpose of digital marketing.
Disclosing Party means the Party disclosing or providing Confidential Information (either directly or through such Party’s Representatives) to the Recipient or the Recipient’s Representatives.
Event of Force Majeure means an earthquake, typhoon, floods or other acts of God, fire, explosion, action of governmental or military authority, upheaval, riot, war or any other major emergency that is unforeseeable and unavoidable.
Fraudulent Activities means by way of example only and without limitation, actual or attempted to: (i) use or encourage or facilitate others to use optimization services and/or software to fraudulently inflate impressions, clicks or other user actions or information regarding user actions; (ii) generate or facilitate actions that are based on fraudulent or deceptive practices, including the or use of deceptive implementation methods, robots or other automated tools to generate unintended user actions or encourage or facilitate any illegitimate user actions; (iii) mislead users to click on the Creative; (iv) in any way minimize or obstruct the display of any Creatives, or edit, modify, filter or change the order of the information contained in any Creatives; (v) edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by LeadGid; or reverse engineer, decompile or disassemble any software components of the digital marketing services provided by LeadGid; (vi) offer or provide any unauthorized incentives (financial or otherwise) to end users; (vii) blind text links; or (viii) use unsolicited email or inappropriate newsgroup postings to promote Websites.
Governmental Authority means any governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.
Intellectual Property Rights means on a worldwide basis, any and all now known or hereafter known (i) rights associated with works of authorship including copyrights and moral rights, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patent rights and other industrial property rights, (v) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
Law means any statute, treaty, ordinance, rule, regulation, permit, order, writ, injunction, judicial decision, decree, code or other legally binding requirement of any Governmental Authority that may be in effect from time to time.
Price means the Volume respectively multiplied by the Unit Price as specified by an Agreement.
Publisher / Webmaster means Our contractor, who published Content on their Resources for the perusal of Users. We engage in contractual relationship with Our Publishers on a bilateral basis, when they accept Our Offer to enter into an Affiliate Agreement.
Publisher Media / Resource means a search engine, website/wap site, application, or other media or information display channel available to the User: a web page, a mobile application, data for obtaining messages via communications networks, etc. in which We or Our contractors arrange for placement of the Promo Materials.
Recipient means the Party receiving the Confidential Information (either directly or indirectly through such Party’s Representatives) from the Disclosing Party or the Disclosing Party’s Representatives.
Representatives means, with respect to a particular Party, such Party’s (i) Associated Entities, (ii) officers, directors and employees, (iii) attorneys, accountants and financial advisors, and (iv) officers, directors and employees of such Party’s Associated Entities, who shall each be legally obligated to observe and perform the obligations of such Party and to keep and treat the Disclosing Party’s Confidential Information received hereunder in a manner consistent with the terms hereof.
Territory means the country or territories specified in each advertisement campaign.
Unit Price means the average cost of a unit, which is specified in the campaign description and may vary considerably according to the applicable Pricing Model.
User means an Internet user, an individual who examines the Content and taker target actions (Leads) stipulated by the Agreement.
Volume means (i) the inventory (e.g., the amount of clicks, impressions, installations or other desired actions) where the CPC, CPM, CPI or CPA pricing models apply; (ii) the amount of billable time-based units where the CPT pricing model applies; or (iii) the amount of other deliverables as specified in the campaign description to an Agreement.
WAP Site means a HTML document containing a set of information (similar to Website) available using mobile device via GPRS. Website means a HTML document containing a set of information available via the Internet. Whatever is applicable for Websites, the same is valid for WAP Sites.
2.1. Grants. During the term of the Agreement with the Publisher, we grant our Publisher a non-exclusive, non-transferable, revocable license to use, reproduce, transmit and distribute the Creative, solely in accordance with the details set forth in the campaign parameters of Our Agreement with the Advertisers. Moreover, solely for the purpose of Service, We hereby grant Webmasters a limited, royalty free, non-transferable, non-exclusive right to use Leadgid’s trademark, trade name, service mark and domain name, and any visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress and characters, and any other publicity rights or indicia of ownership owned or used by LeadGid or Our Associated Entities.
2.2. Campaign Details. During the terms of the Agreement, the Parties may from time to time sign new orders subject to the terms of that Agreement. As applicable, each such order will specify: (i) the Volume and pricing model; (ii) the Unit Price; (iii) the maximum amount of money to be spent; (iv) the Commencement Date and End date of the campaign; and (v) the identification of the Parties. Other items that may be included are, but are not limited to, reporting requirements, any special Creative delivery scheduling and specifications concerning ownership of data collected.
2.3. Restrictions. The Publisher, having accepted the Offer to enter into an Affiliate Agreement, and while rendering Service to LeadGid CPA-network and Us specifically, shall not:
(a) store, transmit, distribute, disseminate, publish or post any content in such a way as to breach any applicable Law, LeadGid policy or guideline, or to infringe the rights (in particular, the Intellectual Property Rights) of, or restrict or inhibit the access to and enjoyment of the Services by, any other person;
(b) deliberately, recklessly, or maliciously introduce any computer viruses, worms, software bombs or similar items on to any LeadGid or third party systems;
(c) Share, display or disclose any Creative that may be considered to contain the following content:
(i) any content that contains or promotes concepts that are hateful or disparaging towards any race, religion, gender, sexual orientation or nationality;
(ii) any content that promotes firearms, bombs and other weapons or how-to guides for any of the above;
(iii) any content that contains false, misleading or deceptive representation (as determined by LeadGid at its sole discretion);
(iv) any content that contains, promotes or links to indecent, obscene or highly explosive subject matter (as determined by LeadGid at its sole discretion);
(v) any content that facilitates or promotes illegal file-sharing (MP3s, copyright protected video, or the equivalent);
(vi) any adult-oriented content, including without limitation to, sexually suggestive content, images containing exposed skin and nudity, dating services, international bride services, and adult merchandise, unless permitted under applicable law and Publisher obtains prior written authorization from LeadGid;
(vii) any content that contains or promotes illegal activities, including without limitation to hacking, phreaking or phishing; or
(viii) any content that has the potential to create liability for LeadGid or cause LeadGid to violate the requirements of or to lose the services, in whole or in part, of other Internet service providers.
3. PRICE, PAYMENTS, TAXES AND COSTS
3.1. Reporting and Volume. Both reporting on Service rendered and calculation of Volume are done via LeadGid system, and the Advertiser hereby agrees to hold that data and established Volume in priority. The price is determined by the campaign parameters to the Agreements.
3.2. Payments. We shall pay the Price in full to Publisher within  days after receiving the invoice from Publisher, but by no means earlier that payment for Services is received from the Advertiser. All amounts payable to Publisher under that Agreement will be paid in Euros or in other agreed currency, unless amended or agreed otherwise by Parties to said Agreement.
3.3. Taxes, Costs. The Parties agree that any taxes imposed on a party by any governmental authority in connection with the execution and performance of this Agreement shall be paid by that party. If any withholding tax is imposed by any relevant tax authority with respect to any sums due to Publisher hereunder, then such sum will be paid to Publisher after deducting the amount of such withholding, and We shall pay such withholding tax to the relevant authorities and provide Publisher with a copy of tax receipts thereof.
3.4. Wire Transfer Fees. Any commission fees regarding to the money transfer shall be born on Publisher except commission fees from Our side.
4. WARRANTIES, INDEMNITIES, AND LIMITATION OF LIABILITY
4.1. Parties’ Warranties. Parties prior to entering into the Agreement hereby represent that they are authorized to enter into such Agreements. Except as expressly set forth in the Agreement, neither party makes and each party specifically disclaims any representations or warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, title and non-infringement, and warranties implied from course of dealing or performance.
4.2. Publisher's Representations. Any Publisher entering into agreement with Us represents and warrants that:
4.2.1. it has and will have full power and authority to fulfill all of its obligations hereunder, and in doing so it will not breach any existing contractual obligations with third parties;
4.2.2. it is authorized to bind any third parties necessary to create and fulfill the specified obligations;
4.2.3. it has Resources at its disposal that allow for the lawful and correct placement of Promo Materials
4.2.4. it has (if applicable by virtue of the agreement with us) mechanisms in place that allow for lawful gathering and processing of personal data of Users in full compliance with applicable Law and regulations, including but not limited to a form of agreement to process personal data of Users.
4.3. Indemnifications of and by Publishers..
4.3.1. The Publisher agrees to hold harmless, defend and indemnify Us and Our Associated Entities, and their respective officers, directors, shareholders, employees, agents and other Representatives, against any pending, threatened, resolved or settled Third Party claims, liabilities, demands, judgments or causes of action, and costs and expenses related thereto (including reasonable attorneys’ fees and costs) (collectively "Claims"), arising out of: (i) Publisher’s breach of its representations, warranties, liabilities or obligations under Agreements; (ii) Publisher or its Representatives’ breach of any applicable law or failure to advise LeadGid of the requirements of any applicable law; or (iii) any gross negligence or willful misconduct of Publisher or its Associated Entities or any of their respective directors, officers, employees, contractors, agents or other Representatives.
4.3.2. We agree to hold harmless, defend and indemnify the Publisher and its Associated Entities, and their respective officers, directors, shareholders, employees, agents and other Representatives, against any Claim arising out of: (i) any breach of the Agreement by Us; or (ii) any gross negligence or willful misconduct of LeadGid or its Associated Entities or any of their respective directors, officers, employees, contractors, agents or other Representatives.
4.3.3. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Indemnifying Part with written notice of any Claim which the Indemnified Party believes falls within the scope of the foregoing Section 4.3.1 or 4.3.2. The Indemnified Party may, at its own expense, assist in the defense if it so chooses; provided that the Indemnifying Party shall control such defense and all negotiations relative to the settlement of such claim and further provided that any non-monetary settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent.
4.4. Limitation of Liability. Neither Party under agreements made with Us shall be liable to the other or any third-party claimant for any indirect, special, punitive, consequential, or incidental damages, including, lost profits arising out of, or related the agreements, however caused and on any theory of liability including but not limited to negligence, even if such party has been advised of the possibility of such damages. Note: In any event, total liability to the Publisher under Our agreement, or any third party claimant in respect of any losses arising under or in connection with said agreement or related thereto, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate payment actually made by Us for the Services to the Advertiser under the relevant advertising campaign over the six (6) months period to the claim.
For the avoidance of doubt, nothing in such agreements excludes or limits either Party’s liability for fraud, gross negligence, death or personal injury or any other matter to the extent such exclusion or limitation would be unlawful.
4.5. Quality of services.
4.5.1. Advertising services are generally considered to be of poor quality if they are provided:
- with use of fraudulent activities;
- rendered in violation of the terms of the Agreements, and of relevant campaign parameters.
5. PERSONAL DATA OF USERS
5.1. In case where processing of personal data by the Publisher is required to fulfill the contractual obligations, the Publisher shall process them with obtaining of the prior consent of the user for processing.
5.2. Unless otherwise specifically stated by the agreement with the Publisher, consent is to be collected for any action or set of actions performed with personal data, including collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, archiving of personal data. The consent is also to be collected for transfers of personal data by Us to the Advertisers or their appointed processors.
5.3. The purpose of processing of personal data by Us is based on the type of data We collect via Our website. and is as follows:
Publisher’s personal data – gathered on the partner registration page: https://leadgid.com/en/signup:
- First name;
- Last name;
- Phone number;
- Company name (if applicable).
Purpose of collecting partner personal data:
- Identification of the user of the Publisher’s personal account at my.leadgid.com;
- Providing information to the Publisher via e-mail and phone on standing offers, events of Leadgid;
- Negotiation of contracts with the Publisher’s representatives.
Advertiser’s personal data — gathered on the publisher registration page: https://leadgid.com/en/signup_advertiser:
- Company name;
- First name;
- Last name;
- Phone number.
Purpose of collecting the Advertisers’ personal data:
- Negotiation on agreements with the Publishers.
Site visitors’ / Users’ personal data – gathered at the contacts page: https://leadgid.com/en/contacts:
- First name;
- Last name;
- Company name;
- Phone number.
Purpose of collecting site visitors’ personal data:
- Gathering feedback from customers and providing answers to the clients’ requests.
5.4. Cookie files – gathered via the tracking page https://go.leadgid.com
5.4.1. Leadgid uses cookie files for the following purposes:
- ensuring website’s functionality;
- making improvements to the website based on the knowledge of what sections the users visited and what functions they used;
- gathering statistics needed to improve advertising campaigns;
- assembly of anonymous profiles for analysis and advertisement targeting.
5.4.2. Leadgid uses the following types of Cookie files:
Session’s cookies – files used to define sessions in the browser, allowing to determine in the user has read and accepted these Terms and the respective policy on using cookies so as not to display it repeatedly to the same user as they visit the Website.
5.4.3. The following entities place their cookie and / or other files on Our website:
5.4.4. We use https protocols to have a secure connection when transferring data from Users, Publishers, and Advertisers to Our servers.
5.4.5. Any User, Publisher, or Advertiser can switch off cookie files — main, analytical and marketing ones — in the settings of their Internet browser. To delete cookie files installed by Leadgid’s (and other) websites, users can follow instruction on the pages of their browsers. Purchasing a new computer, installing or updating a browser, deletion or otherwise altering of cookie files of the browser can lead to deletion of cookie files.
5.4.6. Many browsers allow blocking cookie files altogether. However, it should be noted that blocking cookie files can influence not only Leadgid’s website, but also other ones, causing them to falter in performance.
5.4.7. Cookie files can always be deleted. To do that, the user is to follow the instructions of the browser. However, deleting cookie files can influence not only Leadgid’s website, but also other ones, causing them to falter in performance.
5.5. In order to facilitate information and personal data security We implement the following measures of information security:
5.5.1. Use of 2048 bits encryption keys for the https sessions. To secure the connection, SSL/TLS uses the authentication mechanism of the server to which the user connects and data protection. Verification is done by sending a certificate certified by a certified certification authority (CA). The server then uses the session data provided by both the client and the server and the individual key to encrypt and decrypt the traffic during the session. The length of the individual server key determines the strength of the encryption. Until recently, a 1024-bit RSA key was considered reliable enough for daily encryption. However, with the growth of computer power, this key has ceased to provide warranted reliability. Currently, NIST (National Institute for Standardization and Technology) considers keys shorter than 2048 bits obsolete.
5.5.2. Implementation of the 2-step Identification for personal accounts.
5.5.3. Using ReCAPTCHA – a system designed to establish that a computer user is human (normally in order to protect websites from bots) and, at the same time, assist in the digitization of books or improve machine learning.
5.5.4. Using Web application Firewall (or WAF), which filters, monitors, and blocks HTTP traffic to and from a web application. A WAF is differentiated from a regular firewall in that a WAF is able to filter the content of specific web applications, while regular firewalls serve as a safety gate between servers. By inspecting HTTP traffic, it can prevent attacks stemming from web application security flaws, such as SQL injection, cross-site scripting (XSS), file inclusion, and security misconfigurations.
5.5.5. Using firewalls — network security systems that monitor and control incoming and outgoing network traffic based on predetermined security rules.
5.5.6. Diversification of access by various employees to internal databases.
5.5.7. Logging of operations.
6. CANCELLATION, TERM, AND TERMINATION
6.1. Term. Agreements entered into by Publishers and Advertisers with Us are term-based. Terms are defined in the respective Agreements with Parties. Unless otherwise specified, the initial term of the Agreement is one (1) calendar year for Advertisers and 5 (five) years for the Publishers. Auto-renewal is optional and is valid if stated in the Agreement.
6.2. Termination. Unless specified otherwise directly, each Party acknowledges and agrees that their Agreement with Us may be terminated by the mutual written agreement of the Parties. Either Party may terminate the Agreement upon the material breach of an Agreement by the other Party hereto if the breaching Party fails to cure the breach within 30 days after receiving written notice of such breach from the non-breaching party.
6.3. Cancellation of the orders. Cancellation of the campaign is possible if and according to specific wording in the relevant Agreements.
7.1. The Parties hereby agree that in receiving Confidential Information pursuant to Agreements, it shall
(a) use the Confidential Information only to fulfil its obligations pursuant to Agreements;
(b) treat all Confidential Information of the disclosing party as secret and confidential and shall not copy or disclose any such Confidential Information to any third party;
(c) not, without the written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by appropriate confidentiality and non-use obligations; and
(d) comply promptly with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries, and extracts of such Confidential Information) then in the receiving party’s power or possession.
8. FORCE MAJEURE
8.1. Neither Party to an Agreement will be liable for a delay or default in the performance of its respective obligations under the Agreement if such delay or default is caused by the Event of Force Majeure. If an Event of Force Majeure constitutes for a period of five (5) Business Days, either party has the right to cancel the relevant campaign without penalty. However, such cancellation will not alter a party’s liability for payments due as at the time that the Event of Force Majeure commenced.
9.1. Notices. Unless stated so specifically in the relevant Agreement, all notices, modifications, instructions, demands, consents, approvals and other communications to be given or delivered under or by reason of the provisions of the Agreement by either Party shall be in writing and shall be deemed to have been given:
(a) when personally delivered;
(b) when delivered by an internationally recognized courier service;
A Party may change its notice address and contact person by giving written notice to the other Party in the manner provided for in this Section 9.1. All notices and other communications required or otherwise provided under the Agreement shall be made in English.
9.2. Waiver. No waiver of any of the provisions of an Agreement shall be valid unless in writing signed by the Party against which the waiver is sought to be enforced. No waiver by either party of any breach of or failure of performance shall be deemed a waiver as to any subsequent breach or failure of performance, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure of a Party to enforce any provision or to exercise any right or remedy shall not constitute a waiver of such Party’s rights or the other Party’s obligations.
9.3. Assignment. Neither Party may directly or indirectly assigns or otherwise transfers its rights or obligations under an Agreement, in whole or in part, without the express written consent of the other Party. Any assignment or transfer or attempt to assign or transfer of the Agreement or the rights granted herein without the written consent of the other Party shall be void.
9.4. Dispute Resolution. Any dispute arising or in connection with an Agreement will be resolved through friendly consultation between the parties. In case no settlement can be reached, and unless specifically agreed by Parties otherwise, the disputes will be submitted to the Estonian Court system for arbitration according to the then effective rules of the Estonian Arbitration Court.
9.5. Governing Language. Agreements are executed in English. If necessary, they may be translated into other languages. However, if there’s any conflict, ambiguity or discrepancy between the English version and a version in any other language, the English version shall prevail.