Terms and Conditions

GENERAL TERMS OF USE, SUOMZILLA

PLEASE READ THESE GENERAL TERMS OF SERVICE («TERMS») CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE.

These Terms incorporate the Suomzilla Privacy Policy , as well as any other policies published on the Website, so by accepting these Terms, you agree with and accept all the policies published on the Website.

References in these Terms to «User» are to the person/entity who accepts these Terms and agrees to create User Account and use the Suomzilla Services and Platform as set out in and under these Terms. User and Suomzilla shall together be referred to as the «Parties» and each separately a «Party».

1.         TERMS AND DEFINITIONS

The following words and expressions used in these Terms shall have the following meaning, unless they are inconsistent with the context:

1.1.   ACCOUNT or USER ACCOUNT means an account registered by a User on the Platform in order to use the Suomzilla Services and Platform.

1.2.   ADVERTISER means a natural or legal person providing the Publishers the right to advertise their products and/or services through advertising resources on the Internet and forming the advertising campaign on the Platform.

1.3.   ADVERTISER’S WEBSITE means the website that a web user is re-directed to after interaction with Advertising Material Implemented on a Publisher’s Website.

1.4.   ADVERTISING MATERIAL means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, banners, text ads, landing pages, video ads, sites, pop-ups and pop-unders created by an Advertiser and any other advertising materials containing a hyperlink, which when Implemented in a Publisher’s Website and clicked on by a web user, send the web user to the Advertiser’s Website.

1.5.   AGREEMENT means the agreement between the Parties on use of Suomzilla Services and Platform, concluded on these Terms.

1.6.   APPLICABLE LAW means Finnish law or regulation or any other laws, rules or regulations of other territories or jurisdictions that may apply to Implementation depending on the domicile of Publisher, Advertiser, or the targeted recipients (as the case may be) and as may be amended from time to time.

1.7.   BUSINESS DAY means a day (other than a Saturday, Sunday or public holiday) where banks in Finland are open for business.

1.8.   CHARGES means the sums payable for the Publisher’s Services.

1.9.   CONFIDENTIAL INFORMATION means the terms of this Offer, all matters relating or connected to its performance and all information or data of a Party, which is disclosed or otherwise comes into the other Party’s knowledge or possession directly or indirectly as a result of this Offer and being of a confidential nature.

1.10. DASHBOARD means the information management tool that visually tracks, analysis and displays key performance indicators, such as but not limited to the number of advertising impressions, clicks and actions, which is available to Publishers on the Platform.

1.11. FEES means fees which Suomzilla collects from Advertisers.

1.12. IMPLEMENTATION means incorporation or integration of the Advertising Materials into the Publisher’s Website which enables web users to view Advertising Materials or access any of the Advertiser’s Websites by clicking on the relevant Advertising Material as incorporated into the Publisher’s Website and «Implement», «Implementing» and «Implemented» shall be construed accordingly.

1.13. IMPRESSIONS means the impressions of ads of the Advertisers on the Publisher’s websites, quantity, cost and other parameters of which are set by the Advertiser on the Platform.

1.14. INAPPROPRIATE CONTENT means, but is not limited to, content which promotes violence, promotes discrimination, promotes illegal activities, aimed at political ends, both party political advertising and political advocacy by non-partisan groups, infringes the Intellectual Property Rights of any person, involves malware, viruses or phishing offers or violates advertising regulations or rules of conduct, such as, but not limited to, advertising for or in connection with medicinal products for the purpose of the treatment, prevention or diagnosis of any disease.

1.15. INTELLECTUAL PROPERTY RIGHTS means: (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related good will, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and Confidential Information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world.

1.16. OFFER or TERMS is this document – these General Terms for use of Sumozilla services and participation in the technological Platform of Suomzilla , accepting and compliance with which is a precondition for se of Suomzilla services and Platform.

1.17. PAID ACTION means an action for the Implementation of which, under the Offer, the Advertiser undertakes to make payment to the Publisher. Such action may be: purchase of goods, order and/or purchase of services, registration, mailing subscription, sending an email address and etc. made by the web user as a result of the visit the Advertiser's website through the Advertiser's advertising tool placed on the Publisher's website.

1.18. PLATFORM means the platform on the Website, created and managed by Suomzilla, which provides opportunity of preparing and structuring advertising offers of Advertisers on the one hand, and providing an opportunity for Publishers to choose suitable advertising offers and provide advertising and information services on a reimbursable basis on the other hand. Suomzilla does not provide advertising services, but only a technological platform between Advertisers and Publishers. Meanwhile Publishers and Advertisers independently communicate and make deals without the participation of Suomzilla.

1.19. PUBLISHER means a natural or legal person, who has the skills and technical means to advertise goods and/or services on Internet, interested in the Implementation of the advertising offers proposed by the Advertisers. Publishers provide advertising and information services to the Advertisers.

1.20. PUBLISHER’S WEBSITES means the web sites or applications, which are owned or operated by a Publisher or are contractually part of a Publisher’s syndication network in order to Implement Advertising Materials.

1.21. REVENUE SHARE means the percentage (%) of Fees less Suomzilla commissions, as determined by Suomzilla from time to time.

1.22. PUBLISHER’S SERVICES means the services provided by the Publisher’s, which include the following: i) distributing Advertising Material on Publisher’s Website; and ii) any other services which are incidental to the above services.

1.23. SOURCE CODE means Suomzilla source code required to allow Implementation.

1.24. SUOMZILLA means Suomzilla Oy, a Finnish legal entity with Finnish Business ID 3134596-8 with the registered address at Retkeilijänkatu 1 A 67, 00980 Helsinki, Finland.

1.25. SUOMZILLA AD TAG means the piece of HTML or JavaScript code that is inserted into the Source Code that is designed to display or activate the Advertising Material on a Publisher’s Website.

1.26. SUOMZILLA SERVICES means the services provided by Suomzilla, which include the following: i) possibility to use the Platform, created and managed by Suomzilla; and ii) any other services which are incidental to the above services.

1.27. USER means a natural or legal person, who has accepted these Terms, and undertakes to comply with them in use of the Suomzilla Platform.

1.28. WEBSITE means the domain of https://Suomzilla.com or such other domains as Suomzilla may determine from time to time to provide the services by using the Platform.

In these Terms unless otherwise specified:

·           Reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, or re-enacted after the date of these Terms;

·           References to writing shall include any models of reproducing words in a legible and non-transitory form;

·           References to the plural or singular shall be interchangeable as circumstances require;

·           Headings are for convenience only and do not affect the interpretation of these Terms.

2.         OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES

2.1.   Suomzilla acts as an intermediary between the Advertisers and the Publishers, connecting Advertisers, who desire to publish their advertisements, according to the targeting specified by the Advertiser when creating an advertising campaign, on the suitable websites of the Internet, with Publishers, who are responsible for maintaining such websites, and want to publish advertisements on them to receive some advertisement income. Actual advertising services are considered to be provided by Publishers (as advertisement media) to the Advertisers.

2.2.   Suomzilla provides to the Advertisers and Publishers its services and use of the Platform, and the Users undertake to use the services and Platform of Suomzilla diligently, observing these General Terms and the requirements of the Applicable Law. Suomzilla prepares and structures Advertising offers and Advertising Materials provided by the Advertisers in accordance with the parameters set by Advertisers to the advertising campaigns, and provides an opportunity for Publishers to select the advertising campaigns of Advertisers and place them on their websites.

2.3.   Suomzilla provides the Users with free access to statistics and analytics, which are also used to calculate the payment for the services provided.

2.4.   Suomzilla does not assist in actual publishing of ads of Advertisers on the Internet. Suomzilla may, however, assist in technical structuring of advertising material of the Advertisers, so that the Advertisements are in format readily and easily publishable on Publisher´s websites and corresponding to the Advertiser´s desired targeting. Suomzilla does not establish direct contacts and transactions between Advertisers and Publishers, Suomzilla services are, as a rule, used anonymously (to the other Users).

2.5.   As part of the use of the services of Suomzilla, the User may voluntarily assume additional obligations under the terms of advertising offers, or other documents subject to the expression of consent to their implementation. In case of acceptance of the terms of the advertising offer, the Publisher undertakes to provide information and advertising services to the selected Advertiser (to ensure the performance of paid actions to provide the necessary number of Impressions on the terms provided by the Advertiser's offer). The Advertiser is thus obliged to set the parameters of their advertising campaigns and set a budget for its advertising campaign and to transfer funds sufficient for running of the advertising campaign to the Platform. The cost of Impressions of the Advertising Material on the Publisher's site will be covered from funds transferred by the Advertiser to Platform, and based on the cost of (thousand Impressions) set by the Advertiser multiplied by implemented thousands of Impressions.

2.6.   The Advertiser shall provide all relevant and reliable information, needed for Implementation, to the Platform. The Advertiser guarantees that the goods and/or services advertised by him are not prohibited by the Applicable Law. All responsibility for advertising of prohibited goods, services, as well as for advertising of goods, services to which the Advertiser does not have the corresponding rights, as well as breach of regulations on advertising, contained in Applicable Law, falls on the Advertiser. Suomzilla does not check the reliability of the information provided by the Advertiser. If Suomzilla has a justified reason to believe that the Advertiser has provided false information or advertises prohibited products or services, or that  the Advertiser has no rights to the advertised goods or services, Suomzilla has the right to stop an advertising campaign of the Advertiser with immediate effects with no refund of funds remaining in the Account of Advertiser in the Platform.

2.7.   In case of the proper Implementation by the Publisher of the obligations of the approved advertising offers in Platform, the Publisher is entitled to remuneration on the terms specified in that advertising offer.

2.8.   Payment of remuneration for duly rendered additional services as the part of advertising offers is performed by Advertisers to Publishers and Suomzilla through Platform.

2.9.   Suomzilla does not bear any liability for the success of advertising campaigns of the Advertisers. Suomzilla does not guarantee to the Advertiser that as the result of impressions of an advertisement, the advertised goods, works or services will be purchased by end buyers/users on the Internet. Suomzilla also does not guarantee any number of clicks on the Advertiser's website, clicks on the Advertiser's ad, or conversion rate of views/purchases made as a result of Impressions of an advertisement of the Advertiser.

3.         USE OF SUOMZILLA SERVICES AND PLATFORM, USER ACCOUNT, VERIFICATION AND NECESSARY USE OF PERSONAL DATA

3.1.   The User shall apply for participation in Platform at: https://Suomzilla.com/, fill in the registration form, agree to these General Terms and the Privacy Policy of Suomzilla .

3.2.   The subject of personal data, whether it is a prospective Advertiser or Publisher, submitting their data, filling out the Registration form, thereby their will and in their interest give their consent to Suomzilla as the Registrar of personal data for the processing of their personal data specified in the form sent during registration.

3.3.   User shall provide accurate and complete information about itself during the registration process and agrees not to impersonate another person or entity, and not to hide its identity from Suomzilla for any reason whatsoever. If User registers as a commercial entity, it declares that it has the required authority to represent and bind that entity to these Terms. When User activates its Account, Suomzilla may ask it to provide certain documents to identify itself and to verify the information it has submitted to Suomzilla upon registration, such as identification card or a passport, a utility bill, a bank statement, an extract from the register of legal entities of User´s domicile, tax residence certificate or other document, issued by a governmental body, verifying User´s identity.

Suomzilla may directly or indirectly (through third parties), make inquiries as Suomzilla considers necessary to check the relevance and accuracy of the information provided for verification purposes.

3.4.   The User may, strictly subject to Suomzilla´s approval, have multiple Accounts. Account of a natural person may not, however, be used on behalf of a legal entity.

3.5.   Successful completion of the registration procedure in Platform indicates an acceptance by the User of these Terms. Additional terms specified by the Advertiser in its advertising offer in Platform, are binding upon the Publisher upon accepting the advertising offer.

3.6.   Suomzilla reviews the application of the User, and upon review registers/rejects registration of the User as a member (Advertiser or Publisher) of Platform.

3.7.   In case Suomzilla decides to register the User as a member of Platform, the User receives a confirmation email about the creation of its Account in the Platform to address specified by it during registration.

3.8.   The date of successful confirmed registration of the User as a member of the Platform is the moment of the conclusion of the Agreement between Suomzilla and the User.

 

3.9.   User creates its personal login and password for access to the Platform. User shall store these carefully and prevent any disclosure of these, or unauthorized use of its personal login and password, by third parties.  User is responsible for any actions conducted in the Platform under its identificators. User shall change identificators at once, if unauthorized disclosure has occurred, and shall notify Suomzilla on the matter through customer support feature of the Platform.

3.10. Suomzilla reserves full and unrestricted right to refuse registration of any prospective User without giving any reasons. In such case, the personal data of such prospective User, submitted via the registration form during the registration process, is immediately deleted from Suomzilla´ s registers.

3.11. Actual initiation of an advertisement campaign by the Advertiser requires always a full pre-payment. An Advertiser may not, after a successful registration to the Platform, initiate any advertisement campaign, unless a full prepayment of all the calculated costs of such campaign (based on the criteria and parameters inserted by the Advertiser), is made before the launch of the campaign.

3.12. By becoming a Publisher and/or using any of the Services User agrees to be bound by these Terms which constitute a binding legal contract between the Parties. User hereby agrees to use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our application and platforms. Furthermore, User hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

4.         PARTICIPATION IN PLATFORM

4.1.   All advertising placements announced by Publishers, as well as advertising proposals made by Advertisers, are pre-moderated by Suomzilla. All advertising placements published on the Platform are accepted for participation in Platform activities, as well as advertising offers that meet the requirements of Applicable Law, the rules of the Offer and are approved by Suomzilla.

4.2.   Publisher guarantees that it is the owner of the claimed/used placements or their manager and has all the rights to place any information on them. The Advertiser guarantees that it is the owner of the goods, works and services that he advertises, or has all the necessary rights to advertise these goods, works and services.

4.3.   Suomzilla reserves the right to request from the Publisher data on the source of traffic and access to statistics of the advertising placement. Publisher must provide the requested information within five Business Days.

5.         PUBLISHING

5.1.   Publishers are able to use the Services in order to Implement Advertising Materials. For this, Suomzilla grants respective Publisher a non-exclusive, worldwide, royalty-free, fully paid up right and license to use the Suomzilla Ad Tag on a Publisher’s Website.

5.2.   Suomzilla has a right on its sole and absolute discretion to review and approve a Publisher’s Website which has been submitted on the Platform. For this, Suomzilla has the right on its sole and absolute discretion to refuse to accept for participation in Platform a Publisher’s Website which it either disapproves of, or deems to be in breach of these Terms. Suomzilla may refuse to accept a Publisher’s Website for many reasons, such as, but not limited to:

o   Websites that are under construction, incomplete or with extremely limited audiences or viewership;

o   Websites that infringe on any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy);

o   Websites which contain Inappropriate Content, or which promote any goods or services that are illegal and/or inappropriate, such as but not limited to:

·           human trafficking;

·           money laundering, terrorist financing, proliferation of weapons of mass destruction;

·           any goods of services that are illegal or the promotion, offer or marketing of which is illegal or that are offered in connection with illegal content, depict children or minors in sexual postures, depict means of propaganda or signs of prohibited organisations, glorifying war or violence or violating human dignity;

·           any goods or services, promotion, offer or marketing of which would violate copyrights, industrial property rights or other rights of any person;

·           archaeological artefacts;

·           drugs, narcotics or hallucinogens;

·           weapons of any kind;

·           illegal gambling services;

·           Ponzi scheme, financial pyramid or any other «get rich quick» schemes;

·           goods that are subject to any trade embargo;

·           media that is harmful to minors and violates laws and, in particular, the provision in respect of the protection of minors;

·           body parts or human remains;

·           protected animals or protected plants; or

·           any other illegal goods, services or transactions.

5.3.   Publisher is responsible for ensuring that a Publisher’s Website which has been submitted on the Platform does not feature any Inappropriate Content.

5.4.   Publisher hereby expressly warrants that a Publisher’s Website, which has been submitted on the Platform does not and shall not infringe on any third-party rights or breach Applicable Laws (including but not limited to copyright and trademark laws and general rights to privacy). Publisher shall also ensure that a Publisher’s Website, which has been uploaded on the Platform is not, and shall not be offensive or defamatory or unlawful in any other way.

5.5.   Suomzilla shall notify the Publisher, via the Dashboard, of its approval («Approval») of a Publisher’s Website, which has been submitted on the Platform. Following an Approval Suomzilla shall provide the Publisher with the Suomzilla Ad Tag to allow the Publisher to Implement the Advertising Materials.

5.6.   Following Implementation, the Adverting Materials may start generating Impressions/Paid Actions.

5.7.   The Publisher shall place the Suomzilla Ad Tag on all appropriate pages within the Publisher’s Website. A Publisher shall not alter the Suomzilla Ad Tag in any way without Suomzilla prior written consent. The Suomzilla Ad Tag may not be used on a web page other than one located on a Publisher’s Website, which has been approved by Suomzilla on the Platform and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books or any other location without Suomzilla prior written consent. The Publisher is not allowed to place Suomzilla Ad Tag into an iframe without Suomzilla prior written consent.

5.8.   Suomzilla has zero tolerance against SPAM of any kind, including but not limited to, unsolicited e-mails, bulletin boards (forum) spam, chat or messengers spam or comments spam. Publisher is responsible for ensuring that a Publisher’s Website, which has been submitted on the Platform, does not contain SPAM of any kind. Suomzilla reserves the right to terminate Publisher´s User Account, in accordance with Chapter 12, if a Publisher’s Website contains or generates SPAM of any kind.

6.         INTELLECTUAL PROPERTY RIGHTS

6.1.   Suomzilla grants the User a limited, non-exclusive, non-transferable, royalty-free, right to use the Platform strictly for the purpose of provision of services under these General Terms.

6.2.   Except as expressly set out in these Terms, User is not entitled, for any purpose, to any Suomzilla Intellectual Proerty Rights. Suomzilla shall at all times retain ownership, including all rights, title and interests in and to the Suomzilla Intellectual Property Rights and User understands and accept that by using the Suomzilla Services pursuant to these Terms it shall not:

·           Acquire or otherwise be entitled to any Suomzilla IP Rights;

·           Make a claim in respect of any Suomzilla IP Rights or any other equivalent rights; or

·           Use, attempt to use, copy, imitate, reverse-engineer or modify (whether in whole or in part) any Suomzilla IP Rights, except with prior written consent of Suomzilla.

7.         PROHIBITIONS RELATED TO PARTICIPATION IN PLATFORM

7.1.   In addition to limitations stated elsewhere in these Terms, the Users of Platform and Suomzilla Services are explicitly prohibited from:

·           Using methods or techniques that are contrary to the requirements of the Applicable Law, these Terms, or the terms of Advertiser's offers;

·           Advertising goods, works or services in credit, i.e. in excess of the funds available in the Accounts of the Advertisers in the Platform;

·           Disclosure of Confidential Information, i.e. any proprietary information to which the User has gained access as a result of participation in the Platform;

·           Use on advertising websites content that violates the law, or redirects to web pages that violate the law;

·           Use advertising platforms that use the methods of forcing visitors to commit transactions, such as, for example: forced click, forced to send paid SMS and other similar methods. Also, advertising sites that are under development are not allowed, and it is also prohibited to buy traffic in Active Advertising Systems (CAP, WmMail, Seosprint, etc.) and similar systems;

·           Use unwanted mailing (spam) when sending advertising materials using e-mail. In order to send advertisements by e-mail, the User must have the consent of each recipient and, upon request, provide the Administration with a corresponding confirmation;

·           Fulfill the conditions of the offers of Advertisers by using inaccurate, non-existent or third-party data without obtaining the consent of their owner;

·           Fulfill the conditions of Advertisers' offers by misleading third parties, deception, violence, threats, etc.;

·           Unauthorised use of third Party´s Intellectual Property Rights. Suomzilla reserves the right to demand the presentation of such an agreement upon request within 5 (five) calendar days from the date of the request;

·           Use Advertising Materials from one Advertiser to advertise another Advertiser;

·           Use any technology and types of cookie stuffing (cookie dropping). It is forbidden to use scripts that allow setting up cookies of sites that Internet users have not visited or viewed. It is forbidden to rearrange, substitute, grind cookies of Internet users to others that do not belong to the sites viewed by users, including substituting cookies using popups, iframe, as well as substitutions when pasting the address of a third-party page as an image on an existing site;

·           Register and/or use domains for promotion that are similar to the domains of Advertisers;

·           Transfer the rights to use services, applications and data provided by Suomzilla to third parties in whole or in part, provide access to them, modify or process it in any other way, transfer it to other forms or create from them own databases or information services;

·           Take actions that adversely affect the work of Platform. Such actions are attempts to technically affect the performance of the servers of the partner network, attempts to break the defence mechanisms, use viruses, trojans, and other malicious programs for any of their purposes. Use brute force attacks, DoS (DdoS) attacks, spam, use of links and any other processes that could damage the work of Platform

8.         PAYMENTS

8.1.   For each registered User, a personal internal payment account is established on Platform, through which all payment operations are carried out. Information on the balance and accrued billing is reflected in the personal account of each registered User.

8.2.   Suomzilla collects Fees from Advertisers, and settlements with Advertisers for advertisement campaigns are always based on full prepayment of each campaign. Funds, sufficient for the entire planned campaign must be received in the Platform before launch of the campaign.

8.3.   Due to global nature of Suomzilla services, all payments to, from and within the Platform are calculated in US dollars. If the Advertiser transfers funds to the Platform in another currency, the crediting to the User Account in the Platform is made in US dollars on exchange rate provided by Suomzilla´ s bank or payment provider on the day of transfer to the Platform. All payments from Platform to Publishers are made in US dollars. Suomzilla shall not be responsible or liable for any losses, which may be incurred by Users as a result of currency conversion, nor shall Suomzilla be liable for any errors in the rates of exchange provided by Suomzilla bank or payment provider.

8.4.   The Charges payable to Publisher are determined by a tariff set in the advertising offer, in a special section on the Platform’s website at https://Suomzilla.com/.

8.5.   The Publisher is entitled to the Revenue Share received from the applicable Suomzilla Ad Tag. By providing the Implementation Publisher agrees to commission of Suomzilla.

8.6.   The Publisher is entitled to receive Revenue Share after the following conditions are met:

·           Publisher performed the volume of Paid Actions/provided the required number of Impressions on the terms of an approved advertising offer;

·           Paid Actions/Impressions were recorded by Platform’s tracking system;

·           Publisher didn't violate these Terms and the Applicable Law.

8.7.   In case of proper fulfilment by the Publisher of the conditions of the advertising offer, the Revenue Share is received on the User’s personal internal account within 7 business days from the date of fulfilment of the conditions of the advertising offer.

8.8.   Funds are deducted from Advertiser's internal accounts and credited to internal accounts of Publishers in the course of showing advertisements on publishers Placements (performing Paid Actions). Transfer of funds is performed on the basis of tariffs set in advertising offers, as well as statistics on the number of Impressions (the number of Paid Actions). Statistics and the number of ad Impressions (Paid Actions) are kept solely by means of the Platform. The Users do not have a right to use alternative sources of statistics on the number of Impressions of advertisements (Paid Actions). All calculations are carried out exclusively on the basis of Suomzilla Platform data.

8.9.   Suomzilla may make adjustments to the number of Impressions/Paid Actions in case of software errors, server downtime or under any other circumstance that caused discrepancy in the number of Impressions/Paid Actions, in order to remedy and rectify any inaccuracies in the number of Impressions/Paid Actions.

8.10. Suomzilla Charges are calculated as the difference between the amount of Fees transferred by the Advertiser to the Platform and the amount of the Revenue Share paid to the Publishers after each completed advertising campaign. Monthly (on the last day of the calendar month) and/or upon completion of the provision of the Suomzilla Services under these Terms, Suomzilla forms a transcript of Suomzilla Services provided in the reporting period to the Advertiser.

8.11. Suomzilla Services are considered accepted by the Advertiser in the amount specified in the Transcript, unless Suomzilla has received from the Advertiser written reclamation within 15 calendar days after the issuance of transcript.

8.12. Suomzilla sends Advertisers invoices for services defined in each Transcript. The invoices are generated automatically on basis of the Charges applicable for each Transcript.

8.13. In case there is any claim, dispute, conflict or administrative process, in any way due to the inaccuracy or non-compliance of any data provided by the Publisher, Suomzilla is expressly authorized to retain any payments due to the Publisher until such issue has been resolved.

8.14. Possible disputes related to the payment for services of Publisher are exclusively between Publisher and the Advertiser. Platform is an intermediary online service between Advertisers and Publishers and does not assume any liability to pay with its own funds for Publisher´s services instead of the Advertiser. Publisher is not entitled to require payment from Suomzilla for services rendered on advertising offers of Advertisers within Platform, Suomzilla may only transfer the funds, received from advertisers for implementation of a particular advertisement campaign, between the Users participating in that campaign.

8.15. The minimal amount for one-time funds withdrawal from the Platform to personal bank account of the User outside of the Platform is 50 (fifty) USD. Publisher can request for withdrawal of funds to the bank/payment platform account specified by Publisher in its personal User Account. Withdrawal is possible only once in each calendar month.

8.16. Suomzilla has no control over, and is not responsible for, any fees or charges that may be imposed by a financial institution (such as a bank or other payment services provider) on the transfer of the Net Fees to a Publisher. Publishers agree that any Net Fees may be deducted by possible fees or charges imposed on the transfer.

9.         TAXES

9.1.   All fee calculations with Publishers are carried out without taxes. Publishers independently declare their income and pay taxes on them according to the laws of their domicile. Suomzilla is generally not responsible for paying Publisher's taxes and does not act as a tax agent for any legal entity Publishers.

9.2.   Any Publisher residing in the European Union, which has provided a VAT number, expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Suomzilla. In case the User does not provide its VAT number, or provides a faulty VAT number, an applicable Finnish VAT will be withheld by Suomzilla, and recovery of such withheld VAT will be solely on User´s responsibility. Any actions or measures aimed at tax avoidance are strictly prohibited. The Publisher is liable for any direct or indirect loss or damage to Suomzilla, arising from the inaccuracy or non-compliance of provided tax number or tax treatment and, accordingly, the Publisher will hold Suomzilla harmless from any loss or damage incurred by Suomzilla. Publisher shall promptly notify Suomzilla if its VAT registration number is changed or repealed.

9.3.   In case Suomzilla is, due to Applicable Law responsible for withdrawal of the taxes applicable to the fees payable to private individual Publisher, Suomzilla is entitled to deduct amount of the taxes applicable from the amount of fees owed to the Publisher. Suomzilla is not obliged to deduct the taxes from the fees to be paid to the private individual Publisher, if such Publisher has provided to Suomzilla a document confirming to the Publisher is considered an entrepreneur in its domicile, and maintains such status also at the moment the fees are paid to the Publisher.

9.4.   If the individual Publisher has provided document proving its entrepreneur status in its domicile, the Publisher warrants and undertakes that during the term of the agreement under these Terms it will retain this status and undertakes to ensure payment of all applicable taxes in its registration country independently. The Publisher is solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with or made to any state or local tax authority, where the Publisher is registered, with respect to the performance of its services and receipt of payments under these Terms. The Publisher is in any event solely responsible for and must maintain adequate records of expenses incurred in the course of performing services under these Terms.

9.5.   Any actions or measures aimed at tax avoidance are strictly prohibited. The Publisher  will hold Suomzilla harmless from any of the direct or indirect loss or damages incurred by Suomzilla due to wrong taxation status or inaccuracy in information provided by Publisher. Publisher undertakes to notify Suomzilla if its status of entrepreneur changes or is terminated.

10.   DURATION OF THE AGREEMENT

10.1. The Agreement between the parties is in force from the date of the User’s registration with Platform and is terminated when the User terminates its User Account in the Platform or its account is terminated under these Terms. Provisions on confidentiality, Intellectual Property Rights, and dispute resolution survive termination of the Agreement.

11.   MODIFICATION OF THE TERMS

11.1. Suomzilla has the right to modify the provisions of these Terms at any time at its sole discretion. The changes are notified to the Users by e-mail specified by Users in their User Account registration. If the User does not object to changes of the Terms within 7 calendar days from the date of receipt of the notice, they enter into force for such User.

11.2. If the User objects to the changes, the agreement with the User is terminated with a 7 calendar days’ notice from the date of User´s refusal of the amended Terms. The possible pending advertisement campaigns with User´s participation are however finished on the old terms, and settlement of accounts is completed before the User Account of the User is erased from the Platform.

12.   TERMINATION

12.1. Suomzilla has the right to unilaterally terminate the Agreement between the Parties with immediate effect in case of any non-negligible breach of these Terms by the User.

12.2. In other cases, the termination of the Offer is possible by mutual agreement of the Parties. The User may at any time request to delete his User Account. Suomzilla checks in such case the User´s Account for compliance with these Terms and the Applicable Law, and if no breaches and thereto related liabilities of User are found, Suomzilla removes the User’s Account and terminates the Agreement between the Parties. If breaches of the Terms or Applicable Legislation are found, Suomzilla may first request the User to remedy or compensate the violations.

12.3. When removing the User´s Account on basis of Chapter 11 or 12 of these Terms, funds remaining on his personal internal account of the User, after possible settlement of dues and liabilities, are transferred to the User’s bank/payment platform account.

13.   LIABILITY

13.1. Suomzilla is not liable for damage or interference caused by the content of third-party web pages, errors in software or technical means of advertisers that are participants of Platform, as well as for damage caused by insufficient availability or limited functionality of the Internet information and telecommunications network.

13.2. Under no circumstances shall Suomzilla be liable to the User for any indirect damages, including lost profits, lost sales or business, lost data or business interruption, or similar. Suomzilla shall not be liable for any direct damages in excess of the amounts actually retained by Suomzilla from the User in the particular advertisement campaign, where the damage was caused. Maintenance of any needed backup copies of the User´s data is on User´s responsibility. In no event will Suomzilla be responsible for the loss of, or damage to, the User’s records or data.

13.3. Suomzilla is not responsible for any shortcomings in performance of Implementation and advertisement campaigns, agreed between the Advertisers and Publishers using Suomzilla Platform. Liability for any damage caused to Advertisers or third parties by Publishers' actions on the advertising sites is fully vested in Publishers.

13.4. For violation by the User of the requirements of these Terms, particularly provisions on prohibited content of Advertisements and Websites and placement of the Advertisements, Suomzilla has the right to require the User to remedy the deficiencies at User´s cost within five (5) business days, and the User shall not have the right to withdraw funds from Platform during this period.

13.5. In the case of repeated violations by the User of the provisions of Chapters 5 – 7 of these Terms, Suomzilla has the right to terminate the Agreement Offer with the User unilaterally with immediate effect. In such User’s Account in Platform is immediately blocked and all funds remaining in the User’s internal payment account are transferred to Suomzilla.

13.6. A User whose User Account is blocked has no right to re-register to Platform.

13.7. If Suomzilla is charged with any civil, administrative or other legal responsibility by third party due to a violation of the provisions of these Terms by the User, the User shall compensate and hold harmless Suomzilla for any damage, costs and expenses resulting from such violation, including obligations due to damage, paid fines, court expenses.

14.   APPLICABLE LAW AND DISPUTE RESOLUTION

14.1. These Terms shall be governed by and shall be construed in accordance with the laws of Finland.

14.2. In the event of a dispute between Suomzilla and the User related to the performance of obligations under the Terms, the Parties shall try to settle them through amicable negotiations.

14.3. Should amicable negotiations fail, any dispute, controversy or claim arising out of or in connection with these Terms shall be finally settled by arbitration under the rules of the Board of Arbitration of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1) arbitrator.  The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the Finnish language, but evidence may be submitted also in English and/or Russian, and witnesses heard in any of the said languages.

15.   THE PROCEDURE OF THE REFUND PROCESS TO ADVERTISERS

15.1. The Advertiser has the right to request from Suomzilla a refund of the funds remaining in the Advertiser’s internal account in the Platform (the unused funds of the Advertiser). Such a request is possible only after a full stop of all advertising companies of the Advertiser.

15.2. The Advertiser’s request for a refund of unused funds must be made in writing (through the Platform) indicating the reasons why the Advertiser wants its money returned.

15.3. The Advertiser has the right to request a refund for technical failures that occurred due to the fault of Suomzilla. Refund must in such case be requested within seven days from occurrence of technical failures preventing use of Suomzilla services. Request may in such case be made through email to Suomzilla customer support, if the Platform itself is not available.

15.4. The Advertiser must request a refund of unused funds not later than 6 months from the date of the last transfer of funds to the Platform. The refund request is processed within 14 business days from the date the request was received.

15.5. The amount to be reimbursed is calculated on the basis of statistical data from the Platform. The Advertiser is not entitled to independently calculate the amount to be reimbursed.

15.6. The Advertiser may be denied a refund if the Advertiser has violated these Terms, especially Chapters 5 – 7.

15.7. Any credit refunds or payments of the funds to the external bank / payment service accounts of Users from the internal accounts in the Platform are made only through the same electronic payment methods used to transfer the funds into the Platform, and to the accounts which are registered to the Platform.

15.8. Suomzilla has the right to refuse a full refund for technical malfunctions, if the period for detecting the problem is more than 7 days or if the evidence provided by the Advertiser does not correspond to the statistics of Suomzilla.

16.   FINAL PROVISIONS

16.1. By agreeing to these Terms, the User confirms and guarantees that it is fully acquainted with the Terms, fully understands the terms of Agreement concluded with Suomzilla, and is legally capable to be bound by these Terms and the Agreement.

16.2. Suomzilla is entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the Platform without the User’s prior consent.

16.3. The User is not entitled to assign any of its rights or obligations hereunder in whole or part.

Contact details for communication with Suomzilla on issues related to the execution of the terms of the Agreement: