Terms and Conditions | CitrusAd

™ Trademark 2019

© 2019 CitrusAd

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Retail Media Platform • Sponsored Products • Banner Ads

200 Mary Street, Brisbane City QLD, Australia

Terms and Conditions

Our terms and conditions are split into 3 sections. Please review each section.

CitrusAd Advertiser Agreement

Version 1.0 Effective on and from 1st September 2017

 

Please read carefully the following legally binding Advertiser Agreement between Citrus International Pty Ltd ACN 614 763 307 (Citrus) and Advertiser for use of Citrus’ online advertising platform as described in the Service Description (System) and the Services. By clicking the “I Accept” button (or any button or check box having similar wording or meaning) or using the System or the Services, Advertiser acknowledges that Advertiser has read, understands, and agrees to be bound by the terms of this Advertiser Agreement. If Advertiser does not agree with the terms of this Advertiser Agreement, Advertiser should not register for the Services or use the System or the Services. Certain capitalised terms in this Advertiser Agreement are defined in clause 12 below.

The following provisions may be subject to consumer protection laws, including the United Kingdom Consumer Law, which may limit the ability to exclude liability or may imply warranties or conditions or impose obligations which cannot be modified, restricted or excluded (except to a limited extent). Any disclaimer of warranties and liability limitations applies subject to any rights you may have under such laws.

This Advertiser Agreement incorporates Citrus’ Privacy Policy and Acceptable Use Policy (Policies) and any other referenced policies and attachments, including the documentation. Advertiser must also comply with the terms and conditions use for Google’s reCAPTCHA software utilised as part of the System the current terms of which can be located at https://www.google.com/intl/en/policies/privacy/ and https://www.google.com/intl/en/policies/terms/.

1. Registration

  • Advertiser must complete the account registration form on the Advertiser signup page of the Website in order to use the System and the Services. Advertiser will provide true, accurate, current, and complete information as requested in the account registration form. Citrus reserves the right to refuse registration of, or cancel, accounts it deems inappropriate for any reason in its sole discretion. The System and the Services are available only to persons who can form legally binding contracts under applicable law. Advertiser’s use of the System and the Services is subject to Citrus approving Advertiser’s account registration and allocating an account to Advertiser (Account). Citrus will notify Advertiser upon establishment of the Account. Advertiser may only have one Account which will apply to its interaction with all Customers on the System. Advertiser warrants that no unauthorised user will have access to the Account.

  • As part of the registration process, Advertiser will provide valid credit card details or other agreed payment arrangements to allow for the payment of Fees and an email address and password for its Account. Advertiser is responsible for maintaining the security of its Account, passwords, private keys, API keys and for all uses of the Account and the use of the System and the Services.

2. System and Services

  • Citrus will use its reasonable endeavours to make the System available and provide the Services to Advertiser in accordance with the Service Description.

  • Advertiser authorises Citrus to place advertisements, links and other content from Advertiser (Ads or Content) to the websites and mobile applications of Customers (Sites). Advertiser is solely responsible for all: (a) Content; (b) Ad trafficking or targeting decisions (such as keywords) (Targets); (c) sites to which Ads direct users along with the related URLs and redirects (Landing Pages); and (d) services and products advertised on Landing Pages. The System is an online advertising platform on which Advertiser authorises Citrus to use automated tools to format Ads. Citrus may make available to Advertiser certain optional System features to assist Advertiser with the selection and generation of Targets and Content including offering discounts and free samples. Advertiser is not required to use these optional Targeting and Content features and may opt-in to or opt-out of usage of these features, but if Advertiser uses these features then Advertiser will be solely responsible for the Targets and Content. Citrus and Customers may reject, remove or move a specific Ad or Target at any time for any reason including if it violates the Policies, if Citrus believes the Ad or Target would expose Citrus or a Customer to liability or if Customer wishes to display an advertisement for its own private label product. Citrus may modify or cancel the System and the Services at any time.

  • In consideration of the terms set out in this Advertiser Agreement, Citrus grants Advertiser a non-exclusive, non-transferable, revocable right to use the System and the Services in accordance with the terms of this Advertiser Agreement, the Service Description and all applicable laws.

  • Advertiser will not, and will not authorise any third party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions; or (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Citrus advertising related information from any Site except as expressly permitted by Citrus. Advertiser will direct communications regarding Ads on Sites under this Advertising Agreement only to Citrus

  • Advertiser may use the System and the Services only in and for its own internal purposes and business operations. Advertiser may not use the System or the Services as a service for any third party, unless Advertiser is a Reseller and Citrus has expressly authorised Advertiser to do so. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the System or the Services accessed by Advertiser hereunder, in whole or in part, is granted except as expressly provided by this Advertiser Agreement.

  • Citrus may immediately suspend or restrict Advertiser’s or Advertiser’s use of all or any of the System or the Services without liability to Advertiser (a) where reasonably necessary for technical issues, maintenance of the System or operational reasons (b) if Advertiser breaches any other terms of this Advertiser Agreement or the Policies; or (c) if Citrus considers that Advertiser has committed or may be committing any illegal or fraudulent activity through its use of the system or the Services.

  • Citrus will provide Advertiser with support to resolve general issues relating to the Account and Advertiser’s use of the System and the Services. This support includes access to the Documentation. The most efficient way to get support is to review the Documentation. If Advertiser still has issues or questions after reviewing the Documentation, Advertiser should contact Citrus at support@citrusad.com.

  • Advertiser may cancel the Services at any time by ceasing to submit Campaigns into the System.

3. Ad Campaigns and Bidding Process

  • Advertiser may configure Campaigns and submit them into the System in accordance with the Documentation. Once a Campaign has been submitted to the System the System will automatically make bids on behalf of the Advertiser for its Ads to be displayed on one or more positions on one or more Sites (Bids). The Bids will be consistent with the configuration established by Advertiser for each Campaign. If a Bid from Advertiser is accepted by the System, Advertiser’s Ad will be displayed on the Site or Sites or in the agreed position or positions on the Site or Sites and Advertiser must pay the the Click Fees in relation to the display of that Ad on a Site.

  • Advertiser acknowledges and agrees that the Bid seeking, making and acceptance process is automated by the System subject to the configurations set by Customers in the System and the configurations set by Advertiser for each Campaign. Once a Bid is entered into the System by or on behalf of Advertiser it may not be withdrawn and the Bid represents an offer made to Citrus to display the Ad on the terms of the Bid which, if accepted by the System, becomes a binding agreement to display the Ad on the terms of the Bid and this Advertiser Contract, including in relation to the payment of Fees.

  • Advertiser is liable for all Fees payable in connection with a Bid entered into and accepted by the System in all circumstances including if the Bid is made in error or if the Bid has not been authorised by Advertiser (Disputed Bid) except where the Disputed Bid has been caused by the negligence, fraud or misconduct of Citrus, a breach of this Advertiser Agreement by Citrus or errors in the System.

4. Ad Serving and Cancellation

  • Advertiser must not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any System security measure.

  • Unless a Policy, the Documentation, the System user interface or this Advertiser Agreement provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Advertiser cancels an Ad after a commitment date provided by Citrus (such as a reservation-based campaign), then Advertiser is responsible for any cancellation fees communicated by Citrus to Advertiser (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or system user interface, and Advertiser remains obligated to pay all Fees resulting from served Ads. Advertiser must effect cancellation of Ads:

    • (a) online through the Account if the functionality is available;

    • (b) if this functionality is not available, with notice to Citrus via email to Advertiser’s account representative; or

    • (c) if Advertiser does not have an account representative, with notice to Citrus via email to support@citrusad.com.

5. Payments

  • Advertiser must pay the Fees to Citrus at the time or times determined by Citrus or as otherwise set out in the Documentation. The Fees and Discount Amounts exclude VAT or any other applicable taxes.

  • At the time that Advertiser submits a Campaign to the System, Advertiser will specify a budget amount for the Campaign (Campaign Budget) which is the maximum amount of Fees (including VAT and taxes) that Advertiser is prepared to pay in relation to the Campaign. At the time that Advertiser submits a Campaign to the System, Advertiser authorises Citrus to deduct such amount from Advertiser’s credit card so that the balance of Advertiser’s Account is equal to the Campaign Budget. Citrus may aggregate deductions from Advertiser’s credit card for multiple Campaigns so that the balance of Advertiser’s Account at anytime and from time to time will be equal to the aggregate of all Campaign Budgets for all of Advertiser’s current and outstanding Campaigns in the System. Advertiser acknowledges and agrees that a Campaign will cease once the Campaign Budget for that Campaign has been fully expended.

  • Advertiser authorises Citrus to deduct all Fees and any VAT or other applicable taxes from Advertiser’s Account.

  • An amount credited to Advertiser’s Account under clause 5.2 is not refundable unless otherwise provided in this Advertiser Contract. If an amount credited to Advertiser’s Account under clause 5.2 is not fully utilised during the course of a Campaign, the balance will remain to the credit of Advertiser’s Account and be available for use in future Campaigns. Any such credits must be used within 12 months from the date they were credited to Advertiser’s Account whereupon they will lapse without liability to Citrus.

  • Advertiser must provide Citrus with accurate and complete billing and credit card information and Advertiser must keep this information up to date.

  • Citrus will not deliver or send invoices for the Fees to Advertiser but such invoices will be available to view or download from the Website.

  • If Citrus is unable to effect automatic payment from Advertiser’s credit card to Advertiser’s Account or is otherwise unable to collect any Fees or other charges due from Advertiser, Citrus may suspend Advertiser’s access to the System and the Services without giving Advertiser notice. This does not affect any termination right under clause 6.3.

  • Advertiser is responsible for paying all taxes associated with the Services and its access to the System, excluding taxes based on Citrus’ net income or property. If Citrus has the legal obligation to pay or collect taxes for which Advertiser is responsible under this clause, the appropriate amount shall be invoiced to and paid by Advertiser in accordance with this Advertiser Agreement.

  • The calculation of Fees will be based on Citrus’ records and accounting. The Fees are solely based on Citrus’ measurements from the System and the applicable billing metrics (e.g. click fees). Any portion of a Fee not disputed in good faith must be paid by Advertiser in full. Advertiser may not offset any payment due under this Advertiser Agreement against any payment due from Citrus. Citrus is not obligated to deliver or serve any Ads if there is insufficient balance in Advertiser’s Account to pay the Fees or Discount Amounts for such Ads.

  • If Citrus does not deliver Ads to the selected Sites and Targets pursuant to a Bid accepted by the System then, subject to clauses 10.1 and 10.2, Advertiser must make a claim for credit to its Account within 60 days after the invoice date (Claim Period), after which Citrus will issue the credit following claim validation by Citrus.

  • The parties acknowledge that third parties may generate impressions or clicks on Ads for prohibited or improper purposes and that if this occurs, subject clauses 10.1 and 10.2, Advertiser must make a claim for credit to its Account within the Claim Period, after which Citrus will issue the credit following claim validation by Citrus.

  • If Advertiser otherwise disputes any Fees relating to the Services, Advertiser must notify Citrus in writing within the Claim Period and, subject clauses 10.1 and 10.2, if Advertiser does not, any claim relating to the disputed Fees will be waived.

6. Termination

  • This Advertiser Agreement shall remain in force either until the earlier of:

    • (a) termination by Advertiser under clause 8;

    • (b) termination by Citrus under clause 6.2; or

    • (c) termination by Citrus under clause 6.3.

  • Citrus may terminate this Advertiser Agreement, or suspend or terminate Advertiser’s access to the System and the Services, at any time by giving Advertiser written notice of termination.

  • Without prejudice to any other rights, Citrus may terminate this Advertiser Agreement if Advertiser breaches any term of the Advertiser Agreement including without limitation, the warranties in clause 1, by giving Advertiser written notice of Advertiser’s breach and Citrus’s decision to terminate this Advertiser Agreement.

  • Upon termination of this Advertiser Agreement: (a) Advertiser must immediately pay all Fees outstanding or otherwise payable under this Advertiser Agreement including any administration charges payable by Advertiser on termination (as set out in the Service Description); (b) Advertiser will not be entitled to a refund of the balance of Advertiser’s Account and Citrus may close the Account; and (c) Advertiser must cease to use the System and the Services.

  • Advertiser’s obligations and Citrus’s rights under this Advertiser Agreement with respect to clauses 5, 4, 7, 7.3, 9, 10 and 11 shall survive any expiration or termination of this Advertiser Agreement.

7. Intellectual Property

  • The System and the Services utilise proprietary and confidential information of Citrus and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents or patents pending, trade secrets and trademarks (Citrus IP). Title to and ownership of the Citrus IP, including, without limitation, all Intellectual Property Rights in and to the Citrus IP, are and shall remain the exclusive property of Citrus and its licensors, and except for the limited license granted to Advertiser by Citrus, Citrus reserves all right, title and interest in and to the Citrus IP. Advertiser shall not take any action to jeopardise, limit or interfere with Citrus and its licensors’ ownership of and rights with respect to the Citrus IP. Advertiser acknowledges that any unauthorised copying or unauthorised use of the Citrus IP is a violation of this Advertiser Agreement and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by Advertiser in relation to the Services shall be the sole property of Citrus and its licensors and may be used by Citrus and its licensors for any purpose.

  • If Citrus provides Advertiser with software in connection with the Services, Citrus grants Advertiser a limited non-exclusive, non-sublicensable licence for use of such software. This licence is for the sole purpose of enabling Advertiser to use and enjoy the benefit of the System and the Services, in the manner permitted by this Advertiser Agreement. Advertiser must not copy, modify, distribute, sell or lease any part of the System or Services or included software, nor may Advertiser reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or Advertiser has the written permission of Citrus. Advertiser must not remove, obscure or alter Citrus’ copyright notice or other proprietary rights notices affixed to or contained within any Citrus services, software or documentation.

  • The parties acknowledge that Advertiser will provide Citrus with, or access to, the Content, Targets and Landing Pages and other content (Advertiser Content) in order to allow Citrus to provide the Services. Advertiser grants Citrus and Customers a license to use the Advertiser Content for the purposes of performing the Services.

  • Advertiser acknowledges that all data collected by Citrus from Advertiser in connection with the provision of the System and the Services will be owned by Citrus.

8. Warranties and Indemnities

  • Advertiser represents, covenants, and warrants to Citrus that (a) it will use the System and the Services only in compliance with this Advertiser Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, and defamation); (b) it will not use the Services for any unlawful or discriminatory activities; (c) it will comply with the Policies; and (d) it owns, or is otherwise authorised to use, and permit Citrus and Customers to use, all Intellectual Property Rights in the Advertiser Content.

  • If Citrus has reasonable grounds to suspect that Advertiser’s representations, covenants and warranties given under clause 8.1 are inaccurate or breached, Citrus may terminate this Advertiser Agreement, deny any or all use of the System and the Services, and pursue any appropriate legal remedies.

  • Advertiser agrees to indemnify, hold harmless and defend Citrus and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors at Advertiser’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Citrus arising out of or relating to Advertiser’s (a) violation or breach of any term of this Advertiser Agreement, including without limitation, any breach of Advertiser ’s representations, covenants and warranties given under clause 8.1; (b) the negligence or intentional misconduct of Advertiser; or (c) use or misuse of the System or the Services by or on behalf of Advertiser. Citrus reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by Advertiser and Advertiser shall not, in any event, settle any matter without the prior written consent of Citrus.

9. Confidentiality

  • Advertiser acknowledges that in connection with Advertiser’s use of the System and the Services and this Advertiser Agreement, Advertiser will be provided with confidential and proprietary data and information from time to time (Confidential Information). Such Confidential Information shall be owned by Citrus and its licensors.

  • Advertiser will keep all Confidential Information provided to Advertiser by Citrus, or otherwise, strictly confidential. Advertiser may disclose any such Confidential Information only to Advertiser’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Citrus’s prior written consent, Advertiser will not disclose any such Confidential Information to any third party (except Advertiser’s employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Advertiser to use the Services and otherwise perform its obligations under this Advertiser Agreement.

  • If Advertiser receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Advertiser Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Advertiser will notify Citrus in writing of Advertiser’s receipt of such Request, and shall provide a copy thereof.

  • Upon Citrus’s request or expiration or early termination of this Advertiser Agreement, Advertiser must immediately return or destroy any and all Confidential Information in Advertiser’s possession or under Advertiser’s control. If requested, Advertiser will certify in a writing signed by an authorised officer as to the return or destruction of all such Confidential Information.

10. Disclaimer of Warranties and Limitation of Liability.

  • NO WARRANTY: ADVERTISER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SYSTEM AND THE SERVICES IS AT ITS SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYSTEM AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CITRUS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SYSTEM AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CITRUS OR ITS AUTHORISED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY GIVE GUARANTEES OR IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST IN ALL CASES BE READ SUBJECT TO THESE STATUTORY PROVISIONS.

  • LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CITRUS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO ADVERTISER’S USE OF OR INABILITY TO USE THE SYSTEM OR THE SERVICES, HOWEVER CAUSED, OR UNAUTHORISED USE OF THE ACCOUNT REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CITRUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY. CERTAIN LEGISLATION, INCLUDING THE AUSTRALIAN CONSUMER LAW, MAY LIMIT THE ABILITY TO EXCLUDE LIABILITY. IF CITRUS IS LIABLE UNDER THE AUSTRALIAN CONSUMER LAW OR SIMILAR LEGISLATION, TO THE EXTENT TO WHICH CITRUS IS ENTITLED TO DO SO, CITRUS LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT CITRUS’S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT CITRUS’S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

  • No oral or written information or advice given by Citrus, its resellers, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

  • To the maximum extent permitted by applicable law, neither Citrus nor any of its resellers, suppliers, agents or contractors will be responsible to Advertiser or any other person in connection with: (a) the suspension of or restriction to the System or the Services in accordance with this Advertiser Agreement or any interruption or delay to the System or the Services caused by matters outside of Citrus’ reasonable control; (b) any errors, viruses or bugs present in or arising from the use of the System or the Services that are not directly caused by or attributable to Citrus; (c) any incompatibility of the System or the Services with any other software, hardware or material; (d) any misuse or failure of the System or the Services; (e) any loss caused by Advertiser or any other person suffered as a result of: (i) any misuse or unauthorised use of the login details for Advertiser’s Account; (ii) any other cause where the cause is outside Citrus’ reasonable control; or (iii) Advertiser’s own negligence or failure to follow Citrus’ reasonable instructions.

11. General

  • Advertiser hereby agrees that Citrus would be irreparably damaged if the terms of this Advertiser Agreement were not specifically enforced, and therefore Advertiser agrees that Citrus shall be entitled to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this Advertiser Agreement, in addition to such other remedies as Citrus may otherwise have available to it under applicable laws.

  • This Advertiser Agreement, including accepted Bids and any amendments hereto, contain the entire agreement of the parties with respect to the subject matter of this Advertiser Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.

  • Any notice under this Advertiser Agreement must be given in writing. Citrus may provide notice to Advertiser via email, to the email address provided by Advertiser at registration or as updated by Advertiser through the Website from time to time, or through the Account. A notice given by Citrus will be deemed given upon the first business day after it is sent. Advertiser may provide notice to Citrus by email tosupport@citrusad.com or via the Website. A notice given by Advertiser is deemed given upon receipt by Citrus.

  • Nothing in this Advertiser Agreement shall constitute a partnership, agency or joint venture between Advertiser and Citrus.

  • The failure of Citrus at any time or times to require performance of any provision of this Advertiser Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

  • Advertiser may not assign this Advertiser Agreement or any rights hereunder. Citrus may assign this Advertiser Agreement to a related body corporate of Citrus, at Citrus’s discretion, without consent of or notification to Advertiser.

  • Citrus may amend the terms and conditions of this Advertiser Agreement from time to time, including any documents incorporated by reference. If an amendment meaningfully reduces Advertiser’s rights, Citrus will use reasonable endeavours to notify Advertiser (by, for example, sending an email to the billing or technical contact you designate in your account registration form or through Advertiser’s Account).  If Advertiser objects to the amended Advertiser Agreement, as its exclusive remedy, Advertiser may choose to cancel the Services under clause 7.

  • If any provision of this Advertiser Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this Advertiser Agreement will continue in full force and effect.

  • This Advertiser Agreement is governed by the laws of the State of New South Wales, Australia, without regard to choice of law principles. All disputes arising out of or related to Advertiser’s use of the System or the Service and/or this Advertiser Agreement shall be subject to the exclusive jurisdiction of the courts located in Sydney, Australia. Advertiser agrees to submit to the personal jurisdiction and venue of such courts.

12. Definitions

Unless defined elsewhere in this document, capitalised terms have the following meanings:

  • Account Details means the details of the Advertiser’s Account accepted by Citrus under clause 1, as amended from time to time.

  • Advertiser means the subscriber for the Services under this Advertiser Agreement, as detailed in the Account Details.

  • Advertiser Agreement means this Advertiser Agreement and any documents incorporated herein by reference.

  • Campaign means a single campaign by Advertiser to serve an Ad or Ads on a Site or Sites through the System. A Campaign may also offer discounts off the price of Advertiser’s products available from a Site or Sites or offer free samples.

  • Click Fees means the minimum £0.50 fee payable by Advertiser when a user clicks on an Ad of the Advertiser or as determined by Bids accepted through the System. In this context, a click will include any action taken across any device (desktop, mobile, tablet) in both browser and mobile app environments to initiate a redirect to the landing page of an Ad, to find out more information about the product the subject of the Ad or to put the product the subject of the Ad into the user’s cart.

  • Customers mean online retailers to whom the Advertiser supplies products that are subscribers to the System.

  • Documentation means the resources and documentation that Citrus makes available to Advertiser through the current versions of Citrus’ support pages, API documentation, and other pages on the Website.

  • Fees mean Click Fees and any other fees and charges payable by Advertiser as set out in the Documentation.

  • Intellectual Property Rights mean any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.

  • Service Description means the description of the System and the Services as set out in the Documentation from time to time.

  • Services means providing access to the System together with associated support services, as further described in the Service Description.

  • Website means Citrus’ website at www.citrusad.com, or such other website or websites notified by Citrus to Advertiser from time to time.

CitrusAd Privacy Policy

Version 1.0 Effective on and from 1st September 2017

 

We recognise that Your privacy is very important to You. We are committed to protecting the privacy of Your Personal Information in accordance with the Privacy Act, 1988 (Cth) (Privacy Act).

This Policy describes how We collect, hold, use and disclose Personal Information collected in Australia, consistent with the Privacy Act.

The Policy is also notification to individuals of the matters required to be notified by the Australian Privacy Principles.

An individual who provides Personal Information to Us is given access to this Policy.

By providing Personal Information to Us, and by having access to this Policy, an individual consents to Us collecting, holding, using and disclosing Personal Information in accordance with this Policy.

Definitions

In this Policy:

  • Admin Console means the Website located at https://retailer.citrusad.com, where Personal Information is collected from Advertisers and Customers.

  • Advertiser means any person (and where a company, includes its officers, employees, agents and representatives) who We provide Services to as an advertiser.

  • Customer means any person (and where a company, includes its officers, employees, agents and representatives) who We provide Services to as a customer.

  • Our, Us and We refers to Citrus International Pty Ltd ACN 614 763 307 and its Related Companies.

  • Personal Information means any information or an opinion that can identify an individual. It is still Personal Information whether or not it is true.

  • Related Company has the same meaning as Section 50 of the Corporations Act 2001 (Cth).

  • Services means services We provide to You.

  • You and Your refers to Advertisers, Customers, and prospective advertisers and customers. It also generally refers to users of our Websites.

  • Websites means all Websites used by Us through which the Services are provided.

Collection of Personal Information

As outlined in this Policy, We collect Personal Information only if You are an Advertiser or Customer. The types of Personal Information that We may collect from You and how We use it will depend on the Services, how You use the Services and upon Your status as an Advertiser, Customer or other user of our Services or Websites.

What Personal Information is Collected

  • Personal Information collected by Us includes Your first, middle and last names; address; email address; telephone number/s and credit card details.

  • If You do not provide this information We may not be able to provide the Services.

How we collect and hold Personal Information

  • Wherever possible We collect Personal Information directly from You. We may collect Your Personal Information via one of Our Websites, by telephone, facsimile, when You enter into an Advertiser Agreement or Customer Agreement, when You complete the account registration process, when You complete the online registration form, using the Admin Console.

  • There may, however, be occasions where We collect Your Personal Information from someone else. For example, where an agreement is in joint names, or where Personal Information is provided to Us by a third party with Your consent.

Web security

  • We are committed to keeping Your Personal Information secure and will use all reasonable precautions to protect it from interference, loss, misuse or unauthorised modification, including:

    • ensuring that the server on which Personal Information is stored is isolated on a network level from public networks;

    • implementing firewall rules to limit requests originating from trusted networks;

    • passwords being stores in encrypted storage for protection;

    • using asymmetric encryption to authenticate entities that connect to our platform from public networks; and

    • limiting access to Personal Information by Our staff.

Use of cookies

Cookies are unique identifiers that We transfer to Your device to enable Our systems to recognise Your computer and to review the manner in which You use the Services, engage with Advertisers (where You are a Customer) and to enhance the Services provided to You.

 

The Help feature on Your browser should let You know how to stop Your browser from accepting new cookies, how to have the browser notify You when You receive a new cookie, or how to completely disable cookies. Additionally, You can disable or delete similar data used by browser add-ons – such as Flash cookies – by changing the add-on’s settings or visiting the Website of its manufacturer. Because cookies allow You to take advantage of some of Our Websites’ essential features, We recommend that You leave them turned on. For instance, if You block or otherwise reject our cookies, You may not be able to use the Websites or the Services that requires You to sign-in.

Why we collect and how we use Personal Information

  • We generally collect Personal Information to provide the Services and to communicate with You when You initiate communications with Us using the ‘API call’ system. More specifically, We collect and use Personal Information in order to process applications, calculate and process payments, improve the quality of the Services, confirm identification and to satisfy legal requirements.

  • If We do not collect Your Personal Information, or if You provide Us with inaccurate or incomplete information, We may not be able to provide You with the Services, or fulfil the other purposes for which We collect Personal Information.

  • Your Personal Information may also be used by Us for purposes including research and statistical analysis and marketing.

  • From time to time We may use Your Personal Information to provide You with direct marketing information about the Services that We offer. If You do not wish to receive this information, You can unsubscribe by contacting Us on 1300 248787; or writing to Us at info@citrusad.com.

  • You will be reminded of Your option to opt out of receiving direct marketing materials each time You receive direct marketing communications from Us, or third parties engaged by Us.

  • From time to time We may disclose aggregated, anonymised data to third parties.

Disclosure of your Personal Information

  • WE NEVER SELL, RENT OR TRADE YOUR PERSONAL INFORMATION.

  • We may disclose Your Personal Information to Related Companies and third party service providers.

  • For example, We disclose Your Personal Information to third party service providers to perform activities in connection with the purposes described in this Policy. These disclosures include:

    • where a third party, such as a payment provider, external server providers, carry out activities on our behalf;

    • if disclosure is otherwise required in order to provide You with a particular service;

    • in order to ensure our ability to continue providing the Services;

    • if disclosure is required for the purposes of conducting business analysis in order to improve our Services;

    • if disclosure is required by law;

    • where You have provided Your consent which may be given expressly or may reasonably be implied by Your conduct.

  • We require related and unrelated third parties to whom Your Personal Information is disclosed to keep any Personal Information disclosed by Us, confidential and only use it for the same purposes We are permitted to use it.

  • We do not disclose Personal Information to any organisations located outside Australia. If in the future We intend to disclose Personal Information to related or unrelated parties outside Australia, We will notify You in writing (including by amending this policy) of the counties in which the recipients of Your Personal Information are located and We will take reasonable steps to ensure that all overseas recipients of Personal Information comply with the Australian Privacy Principles.

Access to your Personal Information

  • You may access the information We hold about You. This right is subject to the exceptions detailed in the Australian Privacy Principles.

  • In most cases, You may access Your Personal Information at no cost by visiting the Admin Console. You can correct, amend or update Your Personal Information through this facility.

  • You may also access a summary of Your Personal Information by contacting Us on telephone 1800 248 787 Attention Brad Moran, Chief Executive Officer, privacy@citrusad.com

  • For complex or more detailed requests for access to Your Personal Information, for example, changing bank account details or access to information that is archived, We may require You to place Your request in writing.

  • In all cases You will be asked to verify who You are before Your Personal Information is provided.

  • All requests to access Personal Information will be handled in a reasonable time.

  • If We deny You access We will let You know why in writing.

Correction of Your Personal Information

  • During the course of Your relationship with Us We will ask You to inform Us of any changes to Your Personal Information.

  • You may update Your Personal Information or advise Us that the information We have is not accurate, complete or up to date by contacting Us on 1800 248 787 or by writing to Us at Attention Brad Moran, Chief Executive Officer,privacy@citrusad.com

  • You can also make changes by accessing the Admin Console as outlined above.

  • There are circumstances in which We can refuse to correct Personal Information. If We do so, We will provide a written notice providing reasons for the refusal which You will have an opportunity to make a formal complaint about, if You feel it is necessary.

  • All requests to correct Personal Information will be handled in a reasonable time.

Complaints

  • You have a right to complain about how Your Personal Information has been handled. If You are concerned about a breach of Your privacy and wish to make a complaint, please provide a written complaint to Us at:

  • We will respond in writing within 30 days of receipt of a complaint.

  • If the complaint remains unresolved, then You have the option of notifying the Office of the Australian Information Commissioner (OAIC). Contact details can be found at the OAIC’s Website:  www.oaic.gov.au.

Currency and status of Our Privacy Policy

  • This Policy may change from time to time and all changes will be posted on the Website.

  • Whenever You use our Websites You should read our Privacy Policy in conjunction with the Acceptable Use Policy on the Website.

Acceptable Use Policy

Version 1.0 Effective on and from 1st September 2017

 

This Acceptable Use Policy (Policy) describes prohibited uses of the services, products and systems (Services) offered by Citrus International Pty Ltd ACN 614 763 307 (Citrus). You should read the Policy carefully. If you do not agree to the Policy, you may not use the Services. Citrus may modify this Policy from time to time as the Services change, as applicable law changes, or for any other reason. All modifications to this Policy are effective immediately when posted.

 

If you do not agree to this Policy as modified, you may not continue to use the Services.

If you breach this Policy or authorise or help others to do so, Citrus may disable your use of the Services in accordance with the terms of the Customer Agreement or the Advertiser Agreement (as applicable

Unacceptable Usage

You may not use the Services to: (a) violate the security or integrity of any network, computer or communications system, software application or network or computing device (each, a System); (b) to engage in, foster, or promote illegal, abusive, or irresponsible behaviour; or (c) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions. Prohibited activities include (without limitation):

  • using any automated means or form of scraping or data extraction to access, query or otherwise collect Citrus advertising related information from any websites and mobile applications accessed through the Services (Site) except as expressly permitted by Citrus;

  • using spam, invalid queries, invalid impressions or invalid clicks on advertisements, links and other content (Ads);

  • generating invalid impressions or invalid clicks on Ads by any person, bot, automated program or similar device, including through any clicks or impressions originating from your own IP addresses or computers under your control;

  • soliciting clicks or generating impressions by payment of money, false representation or requests for end users to click on Ads or take other actions;

  • any other activity that results in the generation of false impressions, inquiries, clicks or conversions;

  • using an internet account or computer without the owner’s authorisation;

  • collecting or using email addresses, screen names, other identifiers, or personal information without the consent of the person identified (including phishing, Internet scamming, password robbery, and harvesting);

  • accessing or using any System or Site without permission, including attempting to probe, scan, or test the vulnerability of a System or Site or to breach any security or authentication measures used by a System or Site;

  • distributing, publishing, sending, or facilitating unsolicited mass e-mailings, promotions, advertising, or solicitations in breach of any applicable anti-spam law;

  • distributing of software that attempts to cause damage, harassment, or annoyance to persons, data, Systems or Sites, this includes the distribution of viruses, Trojan horses, worms, time bombs, or denial of service attacks; and

  • any activities, whether lawful or unlawful, that Citrus determines to be harmful to its Customers, Advertisers, users, resellers, partners, operations, reputation, goodwill or reputation

Illegal, Harmful, or Offensive Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful, or offensive use, or to transmit, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include (without limitation):

  • content that contains, or contains links to, nudity, pornography, adult content, sex, extreme violence, profane language or that advocates illegal acts, violence or discrimination towards other people;

  • content that is misleading or deceptive, unfair or unconscionable under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;

  • content that is defamatory, harassing, abusive, or threatening or violates a person’s privacy;

  • content that creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;

  • improperly exposing trade secrets or other confidential or proprietary information of another person;

  • activities or content that is intended to assist others in defeating technical copyright protections; infringes on another person’s copyright, trade or service mark, patent or other intellectual property or proprietary right;

  • activities or content that promote illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;

  • activities or content that is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Citrus; or

  • activities or content that are otherwise malicious, fraudulent or may result in liability to Citrus.

Copyrighted Material

You may not use the Services to download, publish, distribute, or otherwise copy or use in any manner any text, music, software, art, image or other work protected by copyright law unless: (a) you have been expressly authorised by the owner of the copyright for the work to copy the work in that manner; or (b) you are otherwise permitted by established copyright law to copy the work in that manner.

Compliance with Other Terms of Service

You must comply with the terms of service, terms of use, and similar policies and rules of any other website or network you access or participate in using the Services.