The web pages available at https://mobster.agency/ and all linked pages, including banners and advertisements on other websites with a hyperlink(s) to https://mobster.agency/ (hereinafter collectively referred to as the "Site"), are duly and legally operated and maintained by YELLOWLEAVES HOLDINGS LIMITED, a company incorporated in Cyprus, with a company number 407835 and with registered office at Themistokli Dervi, 12, Palais D’ivoire, 1st floor, 1066, Nicosia, Cyprus (hereinafter referred to as the “Mobster”, “We” or “Us”).
ARTICLE 1. DEFINITIONS
In addition to the other terms defined elsewhere herein, the following definitions shall have the meanings ascribed to them below:
Account shall mean the functional part of the Site that allows User to use the Site and/or to use or consume the Services available on or through the Site.
Affiliate shall mean with respect to any Person, an individual, corporation, partnership, firm, association, unincorporated organization or other entity directly or indirectly controlling, controlled by or under common control with such Person.
For the purpose of the above mentioned definition, the term “control” and any term derived means: (i) the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise and whether such power may be exercised alone or jointly with any other Person in order to give effect to the following) to appoint and/or remove all or such of the members of the board of directors or other governing body of a Person as are able to cast more than 50% of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that Person; or (ii) the holding and/or possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any Person (whether directly or by means of holding such interests in one or more other Persons), which confer in aggregate on the holders of more than 50% of the total voting rights exercisable at general meetings of that Person on all, or substantially all, matters.
For the avoidance of doubt a change in intermediate control without a change in the person exercising ultimate control shall not constitute a change of control for the purposes of this Agreement.
Agreement shall mean this Agreement between You (hereinafter referred to as “You” and/or “User”) and Mobster on terms and conditions contemplated herein, including all amendments, changes, and alterations that may be done from time to time in accordance herewith.
Business Day shall mean any calendar day other than Saturday, Sunday or any other day on which credit institutions are authorised to close in Cyprus.
Confidential Information shall mean any information that You receive or learn as a result of receiving the Mobster’s Services, or otherwise as a result of Your access and use of the Site, which is confidential or proprietary to Mobster, its Affiliates, and/or its third party licensors (including any Third Party Technology Provider), including any information derived from, or relating to, any of the Mobster’s Services or the Site (including business operations, business plans, pricing, fee schedule(s), commission, financial data, technology, IP Rights, regardless of whether or not such information is designated as confidential).
Data shall mean all data and other information accessible from or generated by or through the Site and/or otherwise provided to You by Mobster or its Affiliates.
Fee shall mean any rewards, charges, commissions or other amounts of Fiat money paid or to be payable to Mobster by Users for the provided Services.
Fiat money shall mean government-issued currency designated as a legal tender in its country of issuance.
Geoblocking shall mean a technology which enables site visitors to see a definite Internet advertisement a number of times only if their IP-addresses are registered within the territory of the chosen jurisdictions.
Governmental Authority shall mean any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory and/or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.
IP Rights shall mean all rights in and to: (i) the Site (and each component thereof); (ii) any and all of the Data; and/or (iii) all modifications, including custom modifications, whether made by or with the assistance of You or any other Person, to any of (i) and (ii), including in each case all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, copyrights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, look and feel, software (frontend and back-end), know-how, techniques, methodologies, trade secrets and other confidential information, rights in databases and all other intellectual property rights and proprietary rights of a similar or corresponding character, which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights.
Law shall mean all applicable laws, regulations, judgments, decrees, treaties, ordinances, orders and rulings, interpretations, and statements of policy of any Governmental Authority or regulatory or self-regulatory organization, authority, agency or body, in each case which has jurisdiction over the Mobster, User, their Affiliates or activity, including the User’s activity through the Site or the Account.
Parties shall mean the User and Mobster.
Person shall mean an individual, partnership, limited partnership, corporation, limited liability company, joint stock company, any other body corporate, unincorporated organization or association, trust or joint venture, or a Governmental Authority or political subdivision thereof. Person also means the Person's Representative, successor or permitted assignee.
Personal Data shall mean information that identifies an individual, such as name, address, e-mail address, etc. “Personal Data” does not include anonymized and/or aggregated data that does not allow to identify a specific User.
Remuneration shall mean any rewards, commissions or other amounts of Fiat money paid or to be payable to a User by Mobster on terms and conditions established hereby.
Representative shall mean a Person’s officers, directors, members, managers, employees, agents and/or any individuals authorized by the Law, constitutional documents, power of attorney or similar document, to act on behalf of such Person.
Services shall mean all and any services, possibilities or technical capability that from time to time may be provided by Mobster to a User and/or may be ordered through the Site by the latter.
Site shall mean set of information, texts, graphic and design elements, pictures, photo, video and other IP Rights creations, as well as set of computer programs contained in the information system, which ensures the accessibility of this information at https://mobster.agency/.
Term shall mean the term of the Agreement between User and Mobster, that shall commence upon acceptance by You of these Agreement according to the procedure defined herein and shall continue as long as You are authorized to use the Site and/or to use or consume the Services available on or through the Site.
Third Party Technology Provider shall mean a party, third party software and/or technology provider, whose products or services might assist Mobster in providing the Site to the User.
User shall mean any Person, who registered the Account on the Site and has concluded the Agreement with Mobster either as an advertiser (see Clause 3.1 hereof) or as a publisher (see Clause 3.2 hereof).
User Account Data means the User’s data necessary to access and use the Account – login, password, Skype, Telegram, email and other data indicated during the registration process, as well as after it.
Clause, schedule and paragraph headings do not affect the interpretation of this Agreement. The titles of different sections (articles) of the Agreement have been put with the only objective to make the text more comfortable for the reader and do not have any literal legal effect.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words "without limitation" following them.
Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
ARTICLE 2. ACCEPTANCE OF THE AGREEMENT AND REGISTRATION OF USER
2.1. By use of the Site, registration of Account on the Site or by using of the Services available on or through the Site, You irrevocably acknowledge and agree that You have read carefully, understood, and completely agree to be bound by this Agreement with any amendments, changes and alterations which may be done from time to time hereto.
2.2. IF YOU DO NOT AGREE WITH TERMS AND CONDITIONS OF THIS AGREEMENT AND/OR ANY AMENDMENTS, CHANGES OR ALTERATIONS HERETO, PLEASE DO NOT: (1) USE THE SITE, (2) REGISTER AN ACCOUNT ON THE SITE, (3) USE YOUR ACCOUNT, (4) USE THE SERVICES AVAILABLE ON OR THROUGH THE SITE.
2.3. Mobster provides each User with an access to the information of his/her Account. Access to the Services is granted only through Account. In order to create an Account, You have to complete all registration procedures foreseen by the Site and provide Mobster with all the required User Account Data.
2.4. To register, You must provide Mobster with Your User Account Data, as well as accept this Agreement. You agree to provide complete and accurate information when registering with Mobster. Unless otherwise agreed separately between Mobster and the User in writing, each registration is for a single User only. Any breach of the mentioned requirement shall be treated as essential breach of this Agreement. Should the User be a Person other than individual, such User shall be allowed to act through its Representative for the purpose of registration on the Site and access to its Account.
2.5. You are responsible for setting up a user name and password during the registration process. You are also entitled to change the password at any time after the registration process is completed. You commit to safeguard password and other User Account Data from unauthorized access of any Person and You are the one to determine the best way to save this data and to take steps in order to prevent it from illegal or unauthorized disclosure or usage.
2.5.1. You agree to consider Your User Account Data as confidential information and not to disclose such information to any third party. You also agree that You are alone responsible for taking necessary safety precautions to protect Your own Account and User Account Data and consequences triggered by non-compliance with the mentioned requirements.
2.5.2. By creating an Account, and concluding this Agreement, You hereby agree that You will notify Mobster immediately if You are aware of any unauthorized use of Your Account and User Account Data by any Person or any other violations to the security rules; until Mobster receives the corresponding message from You, all the actions made from Your Account will be considered as made by You as the holder of the Account.
2.6. In consideration of Your use of the Site and Services, You represent that You are of legal age to enter this Agreement and are not a Person barred from receiving the Services under the Laws of the country of Your residence or other applicable Law.
2.7. Mobster allows to register two types of Account, one for a User who is an advertiser (see Clause 3.1 hereof) and another for User who is a publisher (see Clause 3.2 hereof).
2.8. Services are available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized Representative of other Person. If You do not so qualify, do not attempt to register an Account or use the Services.
ARTICLE 3. SUBJECT MATTER
3.1. Advertisers. Mobster enables each User who is an advertiser to create ads from the articles published at the original website where the news and articles were published (hereinafter the “advertiser”). The content of the ad's post / caption / announcement / headline / hyper-link / photo (hereafter referred to as "Link") may differ from the content of the article for which the link was made.
3.1.1. Advertiser сan use in a Link any picture or image which is published on the same page of the website where the original article is published and is relevant to the article. This picture or image will be published as a thumbnail. Advertiser who publishes the Link and the website where the aforementioned article was published bear complete liability for any infringement of a third party's IP Rights (including, copyright of a Person(s) who own(s) the content of the article or photo) if such an infringement occurs.
3.1.2. Advertiser is allowed to use any picture or image within a Link which is NOT published on the same page of the website where the publicized article is published. In this case the picture or the image must be taken from open resources only (licensed free resources) and will be published as a thumbnail in the Link.
3.1.3. The content of the picture or image in a Link may differ from the topic of the Link's caption, from the Link's short description, from the original article's caption, and from the content of the original article. The person(s) shown in the photo in the Link may differ from the person(s) shown or mentioned in the article. The picture used in the Link may be unrelated to the content of the original article.
3.1.4. Each advertiser understands and agrees to bear full liability for any information, data, written text, pictures, images, video and other content (hereinafter referred to as the "Content") which he/she publishes on the Internet using the Services. This means that only advertiser, and in no event Mobster, bears full liability for all Content which such advertiser publishes, uploads, sends, transfers, receives, shares or otherwise makes public using the Services of Mobster.
Mobster shall not monitor the Content published, posted, uploaded, sent, transferred, received, or shared through or using the Services and therefore does not guarantee the accuracy, completeness, comprehensiveness or quality of any Content. Each advertiser understands that while using the Services he/she/it might come into contact with Content that could be legally proved to be strictly prohibited, absolutely (without social-determined exceptions, i.e. for sexual minorities) indecent (that can not be deemed acceptable as normal and not indecent in any case) or directly objectionable as illegal or injuring. Mobster shall have no liability for any Content created in course of use of the Services by any advertiser under any circumstances.
3.1.5. Each advertiser agrees that Mobster is not obliged to check any of the Content before it is published. Advertiser also agrees that Mobster has the right (but shall have no obligation) to refuse or remove any or all Content (which is available through the Services of Mobster) at its own discretion. An advertiser agrees that Mobster is not liable for the accuracy, reliability, completeness or usefulness of the Content displayed on the Site or through the Services.
3.1.6. Advertiser agrees and understands to use the Services at its own risk.
3.1.7. Advertiser takes into account that the Services technology may require transfer of the Content (which advertiser desires to publish) through a computer network or modification thereof in order to meet specific technical requirements.
3.1.8. The following special terms apply to each advertiser:
a. User’s ads should fully comply with this Agreement.
b. All payments will be calculated based on Mobster’s tracking or other system applicable or used for this purpose.
c. Mobster does not state or guarantee that the ads placed by the User will receive any number of intended impressions/clicks.
d. Mobster is not responsible for the people that interact with User’s ads, and is not responsible for click fraud or other improper actions that affect the cost of running ads.
e. User can cancel an order at any time through Account, considering that it may take up to 48 hours before the ad stops running. User is responsible for paying for those ads.
f. Mobster can use User’s ads and related content and information for marketing or promotional purposes.
g. User will not issue any press release or make public statements about User’s relationship with Mobster without prior written permission of Mobster.
h. All ads are subject to our review and approval. We reserve the right to reject, remove, or change the format of any ad in our sole discretion for any reason. We also reserve the right to request modifications to any ad, and to require factual substantiation for any claim made in an ad.
i. If User is placing ads on someone else's behalf, Mobster needs to make sure that User has permission to place those ads.
j. User warrants having legal authority to bind the advertiser. User agrees that if the advertiser violates this Agreement, Mobster may hold User responsible for that violation.
3.2. Publishers. A User may act as a publisher of ads from third-party advertisers, or his own ads, for display on the Mobster’s network via the Site or the Services that allow for delivery of ads (hereinafter the “publisher”). The following special terms apply to each publisher:
3.2.1. Each publisher will be paid Remuneration on terms and conditions hereof.
3.2.2. As a condition of the publisher's use of the Services, the publisher shall not use the Services for any purpose, or in connection with any application, that is unlawful or prohibited by these Terms. Each publisher is responsible for complying with all applicable rules, Laws, and regulations.
3.2.4. Publisher may not: (i) edit, modify, truncate, filter or change the order of Content Recommendations; (ii) obscure, modify or redirect Users away from a Destination Page, (iii) minimize, remove or otherwise inhibit the full and complete display of the advertising materials; (iv) artificially inflate clicks on Content Recommendations, or encourage or require any person to click on Content Recommendations using incentives or other methods; (v) remove, deface, obscure, or alter any notices of intellectual property rights included in the advertising materials; (vi) ) use the services for any purpose not authorized by Mobster; vii) usage of non-human traffic (including crawlers and parsers). Such traffic will not result in any revenue accrual; viii) usage of auto-refresh will not result in any revenue accrual and is considered as material violation of present agreement.
3.2.5. Publisher will not deploy the advertising on any properties that display adult, obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities. Mobster reserves the right in its sole discretion to disable the it’s services on any property at any time.
3.2.6. Mobster’s system will automatically adjust ads size, appearance, and format to fit available ad spaces. We may periodically change/transform ads format based solely on our advertising goals.
3.2.7. All payments will be calculated based on Mobster’s tracking system. Ad unit should be fully loaded on a page in order for Mobster to count an impression. Webpage visits that last less than 3 seconds will not be counted toward Publisher's revenue calculation.
3.2.8. Should a publisher performs any of fraud or fraudulent misrepresentation which results or may result in increase of the amount of Remuneration payable or paid to such publisher (for instance, artificially inflated clicks, Artificially Inflated Traffic etc.) Mobster shall have the right to charge the penalty in full amount of the Remuneration payable and paid to the publisher’s Account on the date of fraud or fraudulent misrepresentation detection as well as the right to block such publisher’s Account and immediately terminate this Agreement with such publisher.
3.3. General Terms. Any User shall in no event use the Site, Account or the Services to:
a. post, upload, email, transmit, share or otherwise make public any Content which is recognized as illegal, harmful, threatening, slanderous, infringing upon someone's IP Rights, popularizing armored violence and/or any sort of discrimination (racial, social or any other sort of discrimination, judicially recognized to be of such nature), and/or insulting a particular person or organization;
b. infringe upon the rights of minors and/or cause any sort of harm to minors;
c. discriminate against minorities;
d. give untruthful information about his/her identity or identify himself/herself as a representative of an organization/company (including introducing himself/herself as a Mobster Representative, Mobster employee, Mobster forum moderator, or Mobster owner) without having the right to do so, and to offer any false representation of the properties and/or characteristics of other Persons or their products;
e. post, upload, email, transmit, share or otherwise make public any Content which is forbidden to post, upload, email, transmit, share or otherwise make public according to the law or a contractual agreement with a third party;
f. post, upload, email, transmit, share or otherwise make public any Content which affects a third party's license, trademark, commercial secret, copyright or any other sort of possessive rights (rights of ownership);
g. post, upload, email, transmit, share or otherwise make public any Content which encourages, promotes or propagates ethnic strife, incites violence against a certain Person(s) or group of people, violence against animals, and/or encourages the abuse of Law;
h. post, upload, email, transmit, share or otherwise make public any Content which contains computer viruses, threats or other codes, files, or software which are intended to harm, destroy or restrict the functionality of any hardware or software, or which can be used for unauthorized access/data trespassing, or which contain serial numbers for licensed software, cracked software, logins, passwords or other tools for unauthorized access to any licensed protected software or data on the Internet;
i. abuse of any local, state or international Laws of the location for the materials to be exposed, published, distributed or demonstrated;
j. hold, process, collect and store the personal and private data (including essential personal data) of any Person, except if it is done in strict accordance with the respective Law;
k. engage in the unauthorized use of advertising, commercial or promotional Content without an agreement with, or permission from, the respective Person;
l. post, upload, email, transmit, share or otherwise make public any Content containing crude or offensive words, phrases or sentences.
m. post, upload, email, transmit, share or otherwise make public any content, specially intended for a qualified consumers/viewers groups or categories (especially, but not limited to adult content of any nature) without the prescribed filters of access, minors-access preventing soft or settings, or other specific means of isolating the undesired and unintended access.
3.3.1 Mobster shall have the right (but shall have no obligation) to refuse or remove any or all Content from the Services at its own discretion if the said Content does not meet the requirements of this Agreement. Mobster is not obliged to notify the User of the reasons for removing or rejecting any Content.
3.3.2. When accessing or using the Site, Account and/or the Services, You agree that You will not violate any Law, contract, IP Rights and/or other Person’s rights or commit a tort, and that You are solely responsible for Your conduct while using the Site and Services. Without limiting the generality of the foregoing, You agree that You will not:
▪ Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Persons from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
▪ Use our Services to support or otherwise engage in any illegal activities, fraud, money-laundering, terrorist activities or other illegal activities;
▪ Use or attempt to use another User's Account unless You are the Representative of such other User;
▪ Attempt to circumvent any content filtering techniques We employ, or attempt to access to any service or area of our Services or the Site or the Services that You are not authorized to access to;
▪ Develop any third-party applications that interact with our Services without our prior written consent;
▪ Provide false, inaccurate, or misleading information;
▪ Encourage or induce any Person to engage in any of the activities prohibited hereunder or forbidden by the Law.
3.3.3. Detecting by Mobster any type of fraud, fraudulent misrepresentation or any security violations, such as malicious URLs, malware files, phishing attempts, pop-ups which prevent users from exiting the browser, automatic downloads or redirects; or any brand safety violation issues will lead to the immediate blocking of Your Account and freezing all funds (including full amount of Remuneration) on Your Account balance.
3.3.4. Mobster is entitled to select markets and jurisdictions where the Services are (any part thereof is) available to operate and may restrict or deny the Services in certain countries at its sole discretion, including through Geoblocking.
3.3.5. The User agrees not to reproduce, copy, sell or use for commercial purposes any parts of the Services, not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Mobster, unless the User is granted special rights by Mobster specifically in order to do so. Mobster does not bear any liability for any legal agreements between the User and any other Person.
ARTICLE 4. PAYMENT SETTLEMENTS
4.1. Advertisers. Advertiser is responsible for choosing the appropriate Services that appropriately meets his/her/its needs for corresponding Fee.
4.1.1. The Fee for Services and any and all other charges associated with Mobster Services incurred by any advertiser will be appropriately charged to the advertiser. The length of billing cycle depends on the scope of Services chosen by advertiser.
4.1.2. Unless advertiser makes prepayment for the Services, advertiser shall provide the valid payment method. Advertiser always bears personal liability for any and all charges associated with the chosen Services. Failure to perform the outstanding payment obligations for purchased Services may result in Account suspension. Each advertiser is hereby on notice that certain payment methods may lead to additional financial surcharges, thus the advertiser has to check with his or her payment method service provider to verify transactional costs of payment.
4.1.3. Unless advertiser makes prepayment for the Services, the advertiser shall keep the valid and accurate payment method during the life of this Agreement. Mobster may update payment method based on information provided by the payment service providers. Upon any updates of payment methods, the advertiser authorizes Mobster to continue to charge the appropriate updated payment method(s).
4.1.4. The advertiser is responsible for his or her choice of billing method (if available) to satisfy any and all Fees and charges associated with the ordered or used Services. Thus, the advertiser shall choose a billing method (if available) that meets all needs of such advertiser. Therefore, the advertiser irrevocable agrees and gives its consent on automatic bill charges and payments which from the time may be done for the purpose of payment of the applicable Fee.
4.1.5. The advertiser acknowledges that Mobster may utilize third-party electronic payment processors and/or financial institutions to process financial transactions. A third-party payment processor is an entity that helps Mobster to receive payments online from advertiser without setting up merchant and/or other accounts.
4.1.6. The advertiser hereby agrees to pay the ordered or used Services using Fiat money.
4.2. Publishers. Each publisher will be paid Remuneration in amount agreed with Mobster in writing or indicated on the Account. Payment of the Remuneration shall be made on each Monday during the term hereof, unless the Mobster and the respective publisher have agreed otherwise in writing.
ARTICLE 5. IP RIGHTS AND LIMITED RIGHT OF USE
5.1. You acknowledge and agree that Mobster is the sole owner (except to the extent owned by third-party licensors (including any Third Party Technology Providers)), of all rights, title and interest in and to the Mobster’s IP Rights. You shall not obtain any rights in or to the IP Rights of Mobster, except for those limited rights licensed to You hereby.
5.2. Subject to Your compliance with the terms and conditions of this Agreement, You are granted a limited, revocable, non-exclusive, royalty-free and non-transferable license to access and use the Site during the Term for the purposes set out in, and in a manner consistent with, this Agreement. All rights not expressly granted hereunder are hereby reserved. You are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by this Agreement. Unless otherwise specified, all materials on this Site are the property of Mobster and are protected by copyright, trademark and other rights pursuant to the applicable Laws.
5.2.1. You may view, print and/or download a copy of the materials from this Site solely for Your personal, informational and/or non-commercial use, provided that You comply with all copyright and other proprietary notices. The trademarks, service marks and logos of Mobster and others used in this Site ("Trademarks") are the property of Mobster or its Affiliate(s), unless otherwise defined. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on this Site belong to Mobster. The Trademarks and materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such materials on any other web-site or networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, trademark and other applicable Laws.
5.3. You acknowledge and agree that Mobster shall have sole discretion and absolute control over, and the right to modify at any time, the Site’s functionality, configuration, appearance and content, including: (i) the parameters and protocols by which Services are available and may be used; and (ii) the availability of the Site and the Services to You or with respect to particular place, time or locations.
5.4. We do not represent that this Site will be available 100% of the time to meet Your needs. We will strive to provide You with the Service as soon as possible, but there are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or a loss of transmitted information. We will use reasonable endeavours to ensure that the Site can be accessed by You in accordance with these Agreement.
However, We may suspend use of the Site for maintenance and will make reasonable efforts to give You notice of this. You acknowledge that this may not be possible in an emergency, and accept the risks associated with the fact that You may not always be able to use the Site or use the Services, Your Account.
5.5. Mobster makes no representations whatsoever about any external or third-party website You may access through the Site. Occasionally, the Site may provide references or links to other websites ("External Websites"). Unless otherwise expressly stated by Us, Mobster do not control these External Websites or third-party websites or any of the content therein.
You agree that We are in no way responsible or liable for the External Websites referenced or linked from the Site, including, but not limited to, website content, policies, failures, promotions, products, opinions, advices, statements, prices, activities and advertisements, services or actions and/or any damages, losses, failures or problems caused by, related to, or arising from those websites. You shall bear all risks associated with the use of such external content and External Websites.
5.6. Any use of the Internet may be subject to a virus attack and/or communication failure. Mobster shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, Trojan horses, worms or other malware that may affect Your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. Mobster recommends that You use a reputable and available virus screening and prevention software at all times.
5.7. Although We intend to provide accurate and timely information on the Site, the Site (including, without limitation, its content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
In an effort to continue to provide You with as complete and accurate information as possible, information may, to the extent permitted by applicable Law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and Services. Accordingly, You should verify all information before relying on it, and all decisions based on information contained on the Site are Your sole responsibility and We shall have no liability for such decisions.
Reference to other Person’s materials (including without limitation any websites) may be provided as a convenience but are not controlled by Us. You acknowledge and agree that We are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to or from the Site.
5.8. Should You upload any Content though the Site or in course of use of the Services, including without limitations, any text, photo, or other material, You represent and warrant that such content will not consist of: (i) false, misleading information or misappropriation; (ii) copyrighted material which You are not authorized to post publicly; (iii) obscene, offensive, unlawful content or any content which, subject to the Mobster’s sole discretion, may harm or risk the Mobster’s good name and reputation; or (iv) anything that is otherwise prohibited by any applicable Law.
Without relieving You of Your responsibility as abovementioned, Mobster may, subject to the Mobster’s sole discretion, remove any content which is in violation of the above detailed requirements in addition to any further action which Mobster may consider necessary. Mobster does not undertake to review any such content nor assumes any responsibility in connection therewith. You acknowledge and agree that Mobster may not and does not endorse or guarantee the authenticity, identity or reliability of any content and information either posted by any User through the Site or the Services or attributed to any User, thus relying on Users’ content is solely at Your own discretion and risk.
5.9. Unless agreed otherwise, the User retains the IP Rights and any other rights he/she already holds in the Content, which he/she submits, posts or displays on or through the Services. The User is solely responsible (as established by the current applicable Law) for the use of Content which does not belong to him/her and for the breach of any IP Rights of other Person. If the User is found to have published Content which does not belong to him/her, it may be removed at the request of the owner of the content (or the Person affected).
ARTICLE 6. SUSPENSION OR TERMINATION
6.1. You may terminate this Agreement, and close Your Account at any time, following settlement of any Fee payable to Mobster and withdrawal of the Remuneration in full from Your Account.
Notwithstanding any other provision of this Agreement, You acknowledge that Mobster shall have the right to restrict Your access to, or to impose limits or suspend Your use of the Account, Site or Services, either generally or by discontinue transmitting any Data or other information, or to refuse to provide the Services, if in Our sole discretion any of the following circumstances occur or Mobster considers such circumstance to be likely to occur:
(i) full or partial failure of the Site, including failure of any of the technology constituting the Site and/or the Services or any of the communications links within the Site and any other Person or counterparty, or any other circumstance where Mobster considers in its reasonable discretion that it is not practicable for Mobster to provide access to the Site;
(ii) a breach in the security of the Site and/or the Account;
(iii) a breach by You any of Your obligations under this Agreement;
(iv) in order to comply with the Law (including but not limited to the prohibition of or restrictions in respect of any of the available Services);
(v) detection of unusual activity with Account;
(vi) detection of unauthorized access to the Account;
(vii) due to governmental proceeding in respect of a particular Account and/or the User, criminal investigation and/or other pending litigation;
(viii) a requirement to do so by a court order or by a Governmental Authority; or (ix) due to market conditions, or conditions with respect to any of the Services, which render it necessary or desirable, in the ’s sole discretion, to do so.
Any action taken by Mobster pursuant hereto shall continue for such time as Mobster shall in its reasonable and sole discretion consider necessary or desirable. You agree that (i) it shall be a material breach of this Agreement to evade, or attempt to evade, any suspension, restriction or limitation imposed hereunder; and (ii) Mobster shall not at any time be obliged to take any action permitted hereunder.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES
7.1. As of the date hereof You represent and warrant to Mobster and agree for the benefit of Mobster, its Affiliates and their respective Representatives that:
You have read all the documents supplied to You in connection with the Services and registration of Account on the Site and You understand and agree that Your relationship with Mobster will be governed by these documents as amended from time to time.
The execution (by electronic acceptance or other means via the Site or email) of this Agreement and performance of all obligations contemplated under this Agreement have been duly authorized by all necessary actions by You; and the Representative executing this Agreement (or authorized to accept its terms electronically or otherwise) and using the Account and/or the Services hereunder on Your behalf has been duly authorized to do so.
All information provided by You to Mobster at any time, including but not limited to the information provided in Your Account, is in all material respects true, accurate and not misleading.
This Agreement constitutes a legal, valid and binding obligation on you, enforceable against You in accordance with its terms.
Execution by You of this Agreement and performance of all of Your obligations contemplated under this Agreement and Your use of the Site and the Services hereunder, will not violate any applicable Law.
You have obtained, and will comply with the terms and conditions of, all licenses, consents, registrations, authorizations, recognitions, exemptions and memberships necessary for the conduct of Your activity using the Site and the Services on terms hereof.
You are (or the Person accessing the Site or Account is) acting as principal and not on behalf of any third party, unless You are the Representative of the User.
7.2. Mobster represents and warrants that is shall provide the Services and shall carry out its obligations with reasonable care and skill.
ARTICLE 8. LIMITATION OF LIABILITY
8.1. You understand and agree that the Site and Services, its components, interfaces, any related equipment, any documentation, the data and other materials and the existing technology are provided on an "as is" and "as available" basis with all faults. Neither Mobster nor any Third Party Technology Provider makes any warranty of any kind to you, whether express or implied, including, any warranties of fitness for a particular purpose, non-infringement or any warranty arising from a course of performance of the Service hereunder.
Without prejudice to the foregoing, Mobster does not make any representations or warranties as to the timeliness, accuracy or completeness of any of the Data or other information on the Site or as to the results to be attained by You from access to or use of the Site and the Services. Mobster shall have no any liability whatsoever for any claims relating to any software, any technology, any equipment, the Site, the existing technology, Data or any other information, materials, Content or that the Site and the Services meet Your requirements or shall be uninterrupted, timely, secure, complete, accurate or free from errors or defects.
You acknowledge that certain software and equipment used by You may not be capable of supporting certain features of the Site and the Services.
8.2. You understand and agree that, provided We have exercised reasonable care and skill in the performance of our Services and in carrying out our obligations under this Agreement, Mobster shall have no liability for any indirect, incidental, punitive, special or consequential damages, for any loss of profits, lost data, loss of use of the Site and the Services, business interruption, loss of business reputation or goodwill, costs of substitute services, or downtime costs suffered by you, Your Affiliates and any other Person as a result of, or arising in connection with, this Agreement, even if you, Your Affiliate or such other Person had previously been advised of the possibility of such loss arising.
Notwithstanding any other provision of this Agreement, the aggregate liability of the Mobster for any loss incurred or suffered by you, Your Affiliates or any other Person for any reason whatsoever relating to or arising out of this Agreement or the use of or otherwise resulting in any way from the Site and/or Services, and regardless of the form of action, shall be limited to the amount of the Fees paid by You to Mobster during 3 (three) months prior to the event giving rise to the liability.
8.3. Nothing in this Agreement shall or shall be construed to exclude or limit either Party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by its negligence or (iii) any other liability that cannot be excluded or limited by Law.
ARTICLE 9. INDEMNIFICATION
9.1. You agree to defend, hold harmless and hereby indemnify Mobster from and against any loss, damage, cost, claim, proceeding, penalty, fine or expense, including legal fees, incurred by or suffered by any Mobster, which arises out of, or relates to, directly or indirectly: (i) Your use of the Site; (ii) Your failure to fully and timely perform any of Your obligations hereunder; (iii) any of Your representations or warranties made hereunder being, at any time, untrue or incorrect; (iv) Your use of the Site and Services and/or Your Account by any Person using Your password or any other User Account Data, whether or not with Your knowledge or authorization; (v) any violation by You of any Law, rule, regulation, or the rights of any other Person, including IP Rights.
ARTICLE 10. APPLICABLE LAW AND DISPUTE RESOLUTION
10.1. This Agreement, any non-contractual obligations arising out of or in connection with this Agreement and any pre-contractual matters shall be governed by, construed and interpreted in accordance with the laws of England and Wales.
10.2. Should there be any disputes regarding matters stipulated herein, the Parties shall take all measures possible to resolve them by negotiations.
10.3. Should the Parties fail to reach an agreement by means of negotiations, any dispute arising from this Agreement or related hereto, including any matters concerning essence, existence, validity or termination of this Agreement or this Section 15 shall be considered and finally resolved in accordance with the Rules of London Court of International Arbitration (LCIA) in the wording effective as of the moment of consideration, deemed to be part of this Section 15 by reference. The number of arbiters shall be three (3), elected in accordance with the LCIA Rules. The place of arbitration shall be London, United Kingdom. The arbitration shall be held in English, the decision shall be executed in English. The Parties shall agree that the information of arbitration, including but not limited to the information of any arbitration decision, shall be deemed confidential and not disclosed to any third parties without the written consent of the Parties, unless required by Law. This decision shall be final and binding for both Parties, and may be used or produced for enforcement at any court having respective jurisdiction; an application concerning enforcement order may be filed to such competent court, if required.
10.4. If any dispute occurs as to the performance or interpretation of the present Agreement that cannot be resolved amicably or in arbitration, Mobster is entitled to demand the dispute to be settled by a competent court in Cyprus.
ARTICLE 11. AMENDMENTS OF THE AGREEMENT
11.1. Mobster has the right to unilaterally change the terms of the Agreement. The changes shall take effect on the 3 (third) day after the moment of publication on the Site of the new version hereof.
11.2. At each successive visit to the Site and before starting the use of the Account and the Services You commit to become familiar with the effective version hereof. If You continue using the Site and/or the Services through Your Account, You agree with the new version hereof.
11.3. If You do not accept new versions of the Agreement, You should stop using the Site and the Services.
ARTICLE 12. CONFIDENTIALITY AND DISCLOSURE
12.1. You agree that You will keep secret and confidential any Confidential Information concerning the Site and the Services, Mobster or its Affiliates, received as a result of this Agreement or of any investigations made in connection herewith and, if applicable, You will also cause Your officers, employees and consultants to whom such information has been disclosed to comply with such commitment.
The duties foreseen by this Clause 12.1 do not apply to Confidential Information that is: (i) lawfully within Your possession prior to this Agreement; (ii) voluntarily disclosed to You by a third party so long as that party does not breach any obligation not to reveal such information; (iii) voluntarily disclosed to the public by Mobster or (iv) already generally known to the public.
12.2. Mobster will not share or otherwise transfer information regarding the Site’s and/or Users and/or prospective Users, except to its Representatives as required in the ordinary course of business, including, but not limited to. Mobster may also share Your Personal Data with law enforcement, data protection authorities, government officials, and other Governmental Authorities when: required by Law; compelled by subpoena, court order or decision, or other legal procedure; Mobster believes that disclosure is necessary to prevent damage or financial loss; disclosure is necessary to report suspected illegal activity; or disclosure is necessary to investigate violations of this Agreement or any applicable Law.
ARTICLE 13. FINAL PROVISIONS
13.1. With the exception to the cases defined by this Agreement and the current legislation, all the notifications, messages and documents related to the fulfillment of obligations arising out of this Agreement should be sent to and are considered as received by the Parties if they have been sent via email from the authorized address of one Party to the authorized address of the other Party. An authorized address can be:
• for the User: the email address indicated in the User Account;
• for Mobster: firstname.lastname@example.org.
Notices and other communications required to be given or made under or in connection with this Agreement or the matters contemplated by this Agreement shall be in writing and shall be personally delivered or sent by email or prepaid first class post (air mail if posted to or from a place outside the United Kingdom) as follows:
(i) in the case of notices to Mobster, to email@example.com or to the following address: Themistokli Dervi, 12, Palais D’ivoire, 1st floor, 1066, Nicosia, Cyprus; and
(ii) in the case of notices to you, to Your current address as reflected in Mobster’s records (You shall notify Mobster immediately of any change in Your address by e-mail to firstname.lastname@example.org) and shall be deemed to have been duly given or made as follows:
(a) if personally delivered, upon delivery at the address of the relevant party;
(b) if sent by first class post, two (2) Business Days after the date of posting;
(c) if sent by air mail, five (5) Business Days after the date of posting; or
(d) if sent by email (from emails email@example.com), on the receipt by the sender of a read receipt or the respective recipients response, provided that:
• if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. local time at the place of receipt, such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day; or
• if the above referred e-mail receipts and/or response are not received by the sender within two (2) Business Days following sending a respective e-mail, the email shall be deemed to have been duly given on the third Business Day.
Mobster may provide to You through the Site or Account information, notifications and confirmations with respect to Services and its use. Such information, notifications and confirmations will be deemed to have been received by You as soon as they are available for You to access through the Site.
13.2. This Agreement, and any other documents referred to therein shall constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each Party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (“presentation”) of any Person (whether a party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement.
13.3. If any provision of this Agreement is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction: (i) the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and (ii) the validity, legality and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental Authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
13.4. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy.
13.5. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law.
13.6. You agree that damages alone would not be an adequate remedy for breach of this Agreement or for any unauthorized use by You of any of the IP Rights, and that Mobster shall (subject to the discretion of the court) be entitled, without proof of special damages, to the remedies of injunction, specific performance or any other equitable remedy for any threatened or actual breach of any relevant provisions of this Agreement or unauthorized use.
13.7. In the event that Mobster is acquired by or merged with a third party entity or Mobster’s assets and/or business (wholly or in part) are acquired by other Person, Mobster reserves the right, in any of these circumstances, to transfer or assign the information that Mobster has collected from you, including Your Personal Data, User Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of control.
13.8. You shall not assign this Agreement in any manner without the prior written consent of Mobster, and any purported assignment in contravention of this Clause 13.8 shall be null and void. Mobster may assign this Agreement to another Person in connection with the transfer of all or part of the Mobster‘s assets or business to an Affiliate of Mobster or to any third party. By accepting the present Agreement, You give Your irrevocable consent for the above mentioned assignment and/or transfer, including for the transfer of Your Personal Data, User Account Data and other information.
13.9. For all purposes, this English language version of this Agreement shall be the original, governing instrument and understanding of the Parties. In the event of any conflict between the English language version of the Agreement and its translation into Russian or any other language, the English language version hereof shall always prevail, govern and control.
13.10. You acknowledge and agree that any and all telephone conversations and other communications between You and Mobster, including technical support desk may, at the option and in the sole discretion of Mobster be recorded with or without the use of an automatic tone warning device. You further irrevocably agree and allow Mobster to use such recordings and any transcripts thereof as evidence in connection with any dispute that may arise in relation to any matter arising under or in relation to this Agreement, the Site or Services hereunder.