01. Introduction

Welcome to adsdax.com, a platform (the “Platform”) to create and distribute digital advertising campaigns (the “Services”), operated by Yamgo Ltd (the “Company”). The Platform is offered to you conditioned on your acceptance without modification of these Terms and Conditions and your use of the Platform constitutes your agreement to all terms and conditions. Please read these Terms and Conditions carefully and keep a copy of them for your reference.

The Platform provides the capability of Users to create and distribute digital advertising campaigns. These Platform Terms and Conditions govern the User’s use of the Platform, including but not limited to all functionalities, features, User interfaces, and all content and software associated with the Platform.

Yamgo shall have the right, at its sole discretion, to modify, add, or remove any terms without notice or liability to you, but has no obligation to do so. Any changes to the Terms and Conditions shall be effective immediately following the posting of such changes. You agree to review the Terms and Conditions from time to time and agree that any subsequent use by you of the Platform and Services following changes to the Terms and Conditions shall constitute your acceptance of all such changes.

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE PLATFORM AND SERVICES ARE AT YOUR SOLE RISK. THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PLATFORM AT ANY TIME AND IN ITS SOLE DISCRETION, WITHOUT PRIOR NOTICE, WHENEVER THE COMPANY DEEMS THAT YOUR USE IS IN ANY MANNER INAPPROPRIATE OR IN VIOLATION OF APPLICABLE LAWS AND REGULATIONS OR THESE TERMS AND CONDITIONS.

02. Privacy

Your use of the Platform is subject to our Privacy Policy. Please review the Privacy Policy, which also governs the Platform and informs users of our data collection practices.

03. Children under Eighteen

Access to the Services is available only to those 18 years of age or older.

04. Access to Services

Yamgo makes no claims that the Services may be lawfully accessed in any specific country, state, or province. Access to the Services may not be legal by certain persons or in certain countries, states, or provinces or may require government authorization or registration.

When you access the Services, you do so at your own risk and are solely responsible for compliance with the laws of your jurisdiction, including but not limited to transferring or uploading data that may be subject to the export and import laws.

05. No Unlawful or Prohibited Use

You are granted a non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with these Terms and Conditions. As a condition of your use of the Services, you warrant to Yamgo that you will not use the Services for any purpose prohibited by these Terms and Conditions or any applicable law or regulation. You may not use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Services.

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform. Violations of system or network security or inappropriate conduct may result in civil or criminal liability. Yamgo will investigate occurrences that may involve such violations and cooperate with law enforcement entities in prosecuting users who are involved in such violations.

06. Provision of the Platform

User will be provided a secure interface for creating and implementing digital advertising campaigns.

All monies paid or received from the advertising campaigns shall be collected and distributed through the Platform and distributed according to these Terms and Conditions.

User agrees that all data uploaded is done so voluntarily at their own discretion and risk.

The Platform is offered with the understanding that Yamgo assumes no responsibility or liability whatsoever on the behalf of users who purchase the Services or who directly or indirectly act on the information offered through the Platform. Any use of the Platform and Services is solely at your own risk.

Each user is solely responsible for deciding whether the Services are suitable for their own purposes and whether the Services match their needs. Yamgo offers no express or implied guarantees or warranties regarding the benefits or effectiveness of the Platform or Services or that users will find the Services satisfactory, complete, of benefit, or suitable for your own circumstances.

Under no circumstances is Yamgo providing advice or consultation. Users are encouraged to undertake independent research and/or seek appropriate advice as relates to their use of the Services.

The Company will use commercially reasonable efforts to make the Platform available 24/7, except for planned downtime for such things as support and maintenance that will be scheduled, to the extent possible, during low volume hours, and shall not be liable for any unavailability caused by a force majeure event such as an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay.

Each User is required to obtain and maintain a high-speed Internet connection and appropriate browser software.

Users are prohibited from violating or attempting to violate the security of the Platform, by among other things, uploading any materials which contain files or programming designed to interrupt, destroy or affect the functionality of the service, contain viruses, worms, spyware, or other malware, attempt to interfere with service to any User, host or network, or make the Platform available to any third party or any competitor or to any third-party who is not subject to these Terms and Conditions.

07. Your Account

If you use the Platform, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Yamgo is not responsible for third party access to your account that results from theft or misappropriation of your account.

If you are subscribing on behalf of a business, then a reference to you in this Agreement is a reference to the business and you acknowledge and agree that you are authorized by your business to confirm your acceptance of these Terms and Conditions and that your company will be bound thereby.

You are solely responsible for the information you input or upload to the Platform, and warrant and represent you have the right and authorization to input or upload all such information.

If you purchase the Services, you will be asked to provide certain information including a valid email address. You warrant and represent that all such information is current and accurate and will be kept up-to-date.

08. License

Subject to these Terms and Conditions, the Company grants a personal, limited, nonexclusive and nontransferable license that allows Users to use the Platform and Services, all portions thereof, only for the purposes of creating and implementing digital advertising campaigns.

Users shall not modify, alter, create derivative works, decompile, reverse engineer, disassemble, include in other services, or use the Platform or Services for any purpose other than as provided herein.

Users shall not copy, reproduce, transmit, rent, lease, resell, sublicense, assign, distribute or otherwise transfer the Platform or Services or any portion thereof.

This License provides Users with limited rights to use the Platform. The Company retains all ownership, right, title and interest in and to the Platform, including but not limited to trade secrets, know-how, methodologies and processes, and reserves all rights not specifically granted in this License.

This License and your rights hereunder shall automatically terminate at the time of termination of use of the Platform.

09. Uploaded User Content

User acknowledges and agrees that they are solely responsible for the form, content and accuracy of any uploaded content and are responsible for their own communications and for the consequences of all such communications.

User shall not provide any content or engage in communications that is false, defamatory, libelous, hateful, threatening, harassing, racially or ethnically offensive, pornographic, obscene, or encourages anything that would be considered a criminal offense, give rise to civil liability, threaten safety or harm, violate or infringe any third-party rights or violate any law or regulation. Inappropriate conduct may result in civil or criminal liability. Yamgo will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

By uploading content, User grants to Company and any affiliates, licensees and assigns, so long as the User is using the Portal, an irrevocable, non-exclusive, fully-paid, worldwide, royalty-free license, with, among other rights, the right to publicly display, distribute, store, transcode, syndicate, broadcast, reproduce, edit, and modify the uploaded content to insure compatibility with the Platform.

User has the responsibility to submit appropriate age policy content and insure compliance with age restrictions.

User warrants and represents that they possess full right, power and authority to enter into and to perform its obligations pursuant to these Terms and Conditions, and that it will not grant any rights obtained herein to any third party.

User warrants and represents that there exist no oral or written obligations that would in any way interfere with the performance of its obligations or the grant of rights under this Agreement.

User warrants and represents that all uploaded User Content is original, wholly owned by User, duly licensed, or is in the public domain and does not violate, conflict with or infringe any third-party rights

User warrants and represents that it will be solely responsible and liable for any damages to or claims from any third party.

Other than as set forth herein, nothing in this Agreement shall be construed to transfer or assign to Company any rights or ownership in and to the User’s Content.

10. Payments

Yamgo shall collect and distribute all fees in a format and through procedures initiated in its sole discretion for the creation and implementation of digital advertising campaigns.

Users will purchase credits in advance for all advertising campaigns. Such purchases are not refundable.

Local taxes may be collected if applicable.

11. Links to Third Party Platforms/Third Party Service

The websites on which the advertisements appear are not under the control of Yamgo and Yamgo is not responsible for the contents of any such website, including without limitation any link contained on such website.

Yamgo is providing the links to other website are provided only as a convenience, and the inclusion of any link does not imply endorsement by Yamgo or any association with its operators.

12. Intellectual Property

“YAMGO”, “ADSDAX” and any other Company trademarks and trade names, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of Yamgo and any unauthorized use of such trademarks and trade names is unlawful.

All content included as part of the Services, including but not limited to text, graphics, logos, images, as well as the compilations thereof, and any software used for the Services (individually and collectively the “Content”), is the property of Yamgo or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, and no Content is for resale.

Your use of the Platform does not entitle you to make any unauthorized use of any protected content. You will use the Content solely for advertising campaigns and the purposes hereunder and will make no other use of the content without the express written permission of Yamgo and the copyright owner.

You agree that you do not acquire any ownership rights in any Content or Services, and no express or implied license other than set forth herein, is granted by these Terms and Conditions.

13. Copyright Infringement Notification

If you believe that any copyrighted work is accessible through the Platform in a way that constitutes copyright infringement, please notify the Company by providing our designated copyright agent with the following information:

• The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner's behalf;
• A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;
• Identification of the URL or other specific location on the Platform where the material or activity you claim to be infringing is located or is occurring; You must include enough information to allow us to locate the material or the activity;
• Your name, address, telephone number, and e-mail address;
• A statement by you, made under penalty of perjury, that (i) the information you have provided is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (ii) you have a good faith belief that use of the copyrighted materials is not authorized by the copyright owner, any agent of the copyright owner, or the law.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against, you can send the Company a counter-notice that includes the following:

• Your name and address, and telephone number;
• The source address of the removed content;
• A statement under penalty of perjury that you have a good faith belief that the content was removed in error; and
• A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which the Website may be found, and that you will accept service of process from the person who provided the original complaint.

Please note that the United States Copyright Act prohibits the submission of a false or materially misleading Notice or Counter-Notice, and any such submission may result in liabilities, including perjury.

We have designated info@adsdax.com as our agent to receive notices of claims of copyright infringement.

14. Confidentiality

The specific design and structure of the Platform and Services constitute proprietary and confidential information, trade secrets and/or intellectual property of the Company. You agree not to disclose, provide, or otherwise make available such proprietary and confidential information, trade secrets or copyrighted material in any form to any third party, or use the proprietary and confidential information, trade secrets or copyrighted material for your own benefit or for the benefit of any third party.

The transactional data collected through the Platform and Services is confidential and Company agrees to hold such data in strict confidence and not to disclose the Confidential Content to any third party except in the situation where the Company is required to comply with an applicable law or regulation or with a court order.

15. User Comments and Suggestions

While Yamgo values user feedback, please be specific in your comments and do not submit creative ideas, inventions, or suggestions.

If, despite our request, users send creative ideas, inventions, or suggestions, all such submission shall be the property of Yamgo in whole or in part. Yamgo shall own exclusively all now known or later discovered rights to the submissions and shall be entitled to unrestricted use of the submissions for any purpose whatsoever, commercial or otherwise, without compensation to users or any other third party.

No part of the submissions shall be subject to any obligation of confidence and Yamgo shall not be liable for any use or disclosure.

16. Indemnification

You agree to indemnify, defend and hold harmless Yamgo, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Platform or Services, any Uploaded User Content, your violation of these Terms and Conditions, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Yamgo reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Yamgo in asserting any available defenses and pay all applicable costs and expenses.

17. Choice of Law and Resolution of Disputes

To the maximum extent permitted by law, these Terms and Conditions are governed by the laws of England and Wales and Northern Ireland.

In the event of any dispute between users and Yamgo arising out of or concerning these Terms and Conditions, then such dispute shall be resolved only by final and binding arbitration in accordance with the Arbitration Act 1996, conducted by a single neutral arbitrator and administered by The LCIA.

The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. This arbitration provision shall survive the termination of these Terms and Conditions.

18. DISCLAIMERS

YAMGO MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION AND SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALL SUCH INFORMATION AND SERVICES ARE PROVIDED "AS IS" AND YAMGO, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL EXPRESS, STATUTORY OR IMPLIED WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YAMGO BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, INFORMATION OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF YAMGO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. TO THE EXTENT PERMITTED BY LAW YAMGO’S AGGREGATE LIABILITY HEREUNDER IS LIMITED TO $1,000.00.

YAMGO HAS NO FIDUCIARY OBLIGATIONS AND SHALL NOT BE RESPONSIBLE OR LIABLE, AND YOU AGREE NOT TO HOLD YAMGO RESPONSIBLE OR LIABLE FOR SUCH OCCURRENCES AS YAMGO REFUSING TO PLACE ADVERTISEMENTS, THE PLATFORM NOT OPERATING ERROR-FREE OR OPERATING HARMFUL MECHANISMS, DELETION OF YOUR UPLOADED INFORMATION, YOUR INABILITY TO USE THE PLATFORM, DELAYS OR DISRUPTIONS, DAMAGE TO YOUR EQUIPMENT OR DATA, YOUR RELIANCE ON THE COMMUNICATIONS, THE LOSS, INTERCEPTION OR ALTERATION OF ANY TRANSMISSIONS OVER THE INTERNET, OR THE LOSS OR INADVERTENT RELEASE OF THE COMMUNICATIONS. ALL USERS MUST BACKUP ALL INFORMATION UPLOADED TO THE PLATFORM.

19. Electronic Communications

Accessing the Platform or sending emails to Yamgo constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communications be in writing.

20. Additional Terms and Conditions

If any court having competent jurisdiction holds any provision of this Terms and Conditions invalid or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms and Conditions shall continue in full force and effect.

The failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such Party issues an express written waiver, signed by a duly authorized representative.

Unless otherwise specified herein, this Agreement constitutes the entire Agreement between the User and Yamgo with respect to the Platform and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Yamgo with respect to the Platform. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in English.

User agrees that no joint venture, partnership, employment, or agency relationship exists between you and Yamgo as a result of these Terms and Conditions and use of the Services.

Yamgo's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Yamgo's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by Yamgo with respect to such use.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Contact Us

Yamgo welcomes your questions or comments regarding the Terms and Conditions:

Email Address: info@adsdax.com

Effective as of 12 March 2019