Terms & Conditions

Introduction

1. Before using the website www.coinzilla.com, please read in full and carefully the provisions of these Terms and Conditions ("T&C" and/or "Terms and Conditions").

   If you do not agree with the provisions of the Terms and Conditions, including any updates thereof, please stop using the Coinzilla online platform immediately.

2. Use of the Coinzilla online platform and Services provided through the platform represents the express agreement to accept these Terms and Conditions (including any updates thereof), even in the event of the User's failure to review the applicable Terms and Conditions.
3. In order to create an account, we ask you to agree to this set of Terms and Conditions by specific action, having the value of unequivocal consent (e.g. ticking a specific box).
4. BY USING THE COINZILLA PLATFORM AND ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO THE APPLICABILITY OF THE FOLLOWING CLAUSES:
   1. CLAUSES 7.2; 7.17, and 7.18;
   2. CLAUSES 8.2, 8.3 and 8.11;
   3. CLAUSE 9 (Representation and Warranties);
   4. CLAUSE 12 A) (Suspension and termination for reasons not attributable to the User) and 11.7;
   5. CLAUSE 14 (Limitation of liability);
   6. CLAUSE 16 (Applicable Law and Jurisdiction);
5. The Coinzilla Platform is an online advertising platform which has the main purpose of establishing a connection between Advertisers and Publishers (as such are defined in these Terms and Conditions) active in the field of finance and cryptocurrencies. Through Coinzilla, Advertisers can promote and/or present their websites/products to potential investors, and Publishers can sell the available advertising space on their websites.
6. How we carry out our operations within Coinzilla is as important as the results we achieve. In our activity, we are committed to complying with the highest advertising standards, national (ASAI Code of Standards for Advertising and Marketing Communications in Ireland) and international. These principles give us the guarantee of a high level of quality in the long term and the continuous achievement of outstanding results.

General Provisions

2. The present Terms and Conditions specify the conditions of use of the www.coinzilla.com website ("Website" or "Coinzilla Platform") and the services offered through it by the Company ("Services"), and represent a legally binding agreement (the "Agreement") between Sevio Digital Limited, a Private Company Limited by shares, with company registration number 729804 and tax registration number 4140525JH, headquartered in 20 HARCOURT STREET, DUBLIN, DUBLIN 2, D02 H364, IRELAND (hereinafter referred to as the "Company") and users of the Coinzilla Platform ("Users"), respectively:
   1. Individuals (at least 18 years old) or legal entities who wish to promote their website, products and/or services through the Coinzilla Platform or to have their press-releases published on cryptocurrency related websites ("Advertisers");
   2. Individuals (at least 18 years old) or legal entities who wish to commercialize all or part of the advertising space on websites owned and/or managed by them ("Publishers");
   3. Individuals who consult the Website, but do not register on the Website by creating a User account ("Visitors").

Terms and Definitions

3. These Terms constitute a legally binding agreement between you and the Coinzilla platform.
4. These Terms apply to any and all Services, information, texts, and other products, offered on the Website by the Company.
5. By accessing the Website, opening an Account on the Website, or ticking the "I agree to the Terms of Use and Privacy Policy" checkbox, you agree to be bound by these Terms and confirm that you have read, understood, and accepted all the provisions of these Terms, as well as provisions of our Privacy Policy, and other legally binding document publicly available on the Website.
6. You cannot use the Website and create the Account if you have not read, understood, and accepted all the provisions of these Terms.
7. KYC (Know your customer - individual/business) is the process of identifying and verifying customers. Identification means gathering a customer's personal/business data; verification means checking that this data is accurate. For individuals, the KYC process will be done through the UAB partner "iDenfy", a company registered under the number 304617621, headquartered in Gričiupio g. 7-212, Kaunas, https://idenfy.com. Regarding legal entities, they will upload the incorporation documents of the company with which they registered as a user, and these will be verified by Coinzilla's KYC team.

Description of the Services and Data Reporting

4. The Coinzilla Platform is an advertising network focused on connecting Advertisers and Publishers through such service globally. The Services provided by the Company through the Website allow (i) Publishers to market advertising space on websites owned and/or managed by them, by selling such services to the Company, and (ii) Advertisers to promote their website, services and/or products or to have their press-releases published on Publishers' websites, by buying such services from the Company.
5. The Company offers Advertisers the opportunity to set up and configure their advertising campaign (e.g. Advertisers can choose the type of banner they want to use or the country targeted by the advertisement). "Campaign" means the order issued by an Advertiser via the Coinzilla Platform, defined by a number of settings which are necessary for the broadcasting of an advertisement or sponsored content (press releases and various articles) on the Publishers' websites, intended at promoting Advertisers' projects.
6. Advertisers and Publishers will have access to the Services only after the creation of a User account on the Website, subject to the conditions set out below.
7. At the Advertisers' request, our Company's team may create unique press releases according to Advertisers' specifications and deliver them to the Publishers.
8. For Marketplace, the prices for the Services provided by the Company will be set by the User with the Company's representatives and will be paid in advance by the Users (in which case the Users may request such Services only if there are amounts paid in advance and not used, on the date of request, from which the price of the requested Services may be deducted) or paid in other manner, expressly agreed by the parties. For Display Campaigns, Advertisers may also choose a price for 1,000 impressions. The Advertisers are free to choose the bid that they want to pay. If another User offers a bigger bid, the Advertisers offering a lower one will not receive the requested traffic.
9. Other services that may be subsequently implemented on the Website are subject to this set of Terms and Conditions, unless they have specific terms and conditions that will be formulated separately.
10. All advertising Campaigns on the Coinzilla Platform are served, tracked, and reported by the Company. The data generated by a Campaign will only be available for 1 (one) year. After the expiration of this period the data will be deleted.

User Account Registration

5. In order to have access to the Services, you have to create a User account on the Coinzilla Platform following the steps communicated by the Company.
6. Upon registration, the User has to provide all the requested information in the registration form available on the Website and to confirm the email address in order for the User account to be created.
7. The confirmation that the email address used to create the account belongs to you will be done by entering the 6-digit code received on the provided email address, in the respective field.
8. THE INFORMATION PROVIDED TO CREATE THE USER ACCOUNT MUST BE REAL, COMPLETE AND CORRECT. If the information provided during the creation of the user account changes subsequently, the User is obliged to promptly update the respective information contained in the User's account.
9. For security reasons, any changes to the data regarding the User (Advertiser/Publisher) account, billing address, email address used to log in, etc., will be made through a request sent to our team from the email address used for the user's account, containing all the information to be modified. The email address to which the data change request will be sent is kyc@coinzilla.com.
10. The Company reserves the right to verify the information provided by the User upon registration and to also request supporting documents if any third parties (such as, without limitation, state authorities, banks, payment processors) so request for grounded reasons.
11. A User can create multiple user accounts for the Coinzilla Platform, respecting the KYC process for each account, according to point 3.5.
12. Through the User account created on the Coinzilla Platform, the User's access to the Services provided by the Company is ensured, with the account becoming functional after the User goes through the process of knowing the clientele, according to point 3.5. Moreover, the User account shall keep the record of all the amounts paid in advance by the Advertisers as per Clause 7 below, or, as the case may be, the record of all the amounts owed by the Company to the Publishers for the Services provided by them under Clause 8 below. For the avoidance of any doubt, the information on the value of such amounts is reflected in the User account for information purposes only, providing the User with the record of the amounts that can be further used for acquiring Services, or, for the Publisher, the record of the amounts owed by the Company at any given time. Depending on the operations made by the User, the information in the User account shall be appropriately updated. For the avoidance of any doubt, the User account does not store funds and does not allow the performance of any transfers or other operations in relation to them.
13. By creating the account, the User expressly declares and warrants that:
    1. Uses the Website for the specific purposes of its commercial activity which it is authorized to carry out;
    2. All information provided is complete, true, and accurate;
    3. Understands and agrees that, in addition to the provisions of the Terms and Conditions, certain Services may be governed by specific rules. Any such rules will be published separately;
    4. Understands that they are solely responsible for the security of the account and account password and will not allow other persons to access the account. Any breach or suspicion of breach of security of the User's account must be reported immediately to the Company. The Company will not be held liable for any damage caused as a result of the breach of account security due to the conduct of the User or any person accessing and/or using the User account, including but not limited to situations when: computer systems used are infected with viruses or other malware, or the device on which the User is logged in is accessed by anyone else, or the security of the email account associated with the User's account is in any way compromised.
14. The Company reserves the right to delete user accounts that have been inactive for a period of one year, with the provisions of Clause 7.18 being applicable in the case of Advertisers. The Publishers' accounts will be deleted under the conditions provided by Clause 8.11.
15. Without a valid and confirmed email address, the User account cannot function optimally. Confirmation of the email address also prevents unauthorized persons from using the email address.
16. Users shall not use automated means, including scripts, robot, bot, spider, crawler and /or any computer applications/programs that may deceive or simulate certain activities or statuses on the Website, or, in any way, exploit certain functions or vulnerabilities of the Website in order to obtain advantages, for themselves or for other Users, regarding the use of the Services offered through the Website.
17. The Company reserves the right to restrict or exclude Users' access to the Website, as well as to delete or restrict the user account, within the limits of the law, if it considers that based on the User's conduct or activity, access and existence of the account may harm in any way the Company or other Users.
18. IMPORTANT NOTE! The Company shall not accept the registration as Users and shall not perform any activities whatsoever (shall not collect amounts from or make payments to) individuals or legal entities with their domicile/residence/office in one of the following States: Afghanistan, Ivory Coast, Cuba, Eritrea, Guinea, Iraq, Iran, Liberia, Myanmar, Rwanda, Sudan, Sierra Leone, South Sudan, Syria, Zimbabwe, North Korea, Russia, Belarus, Ukraine (only for Donetsk and Luhansk).
19. Should the Company find out the certain Users have their domicile/residence/office in one of the States provided at Clause 4.13 above, the Company reserves the right to erase the User accounts of such Users.

Website Acceptance and Eligibility

A) General Terms

1. After the registration process is completed, in the case of Publishers, the Company will check if their websites are eligible for hosting its advertising formats. As it is a finance & crypto advertising network, the Company reserves the right to accept Publishers that own only cryptocurrency and finance-related websites.
2. The Company does not accept any form of advertisement that can hurt or is inappropriate for the general audience, including both the available content on the Publishers' websites and the content provided by the Advertisers on their websites. In order for an advertising Campaign to be accepted, the Advertisers' landing page must comply with the present Terms and Conditions.
3. If you act as an advertising agent for another individual or entity, then you represent and warrant that: (a) you are authorized to, and do, bind that individual or entity to the Terms and Conditions; and (b) all of your actions in connection with these Terms and Conditions are and will be within the scope of the agency relationship between you and that individual or entity, and in accordance with any applicable legal and fiduciary duties.
4. When acting as an agent on behalf of an advertiser, we may request that you provide written confirmation of such and/or evidence of the advertiser's consent.
5. The general criteria on which the approval of a Campaign relies are as follows:
   1. the website of the promoted project must be functional, accessible, contain all the details in such page, such details must be conclusive and valid, and the buttons must be functional;
   2. the promoted website should not guarantee winnings to the users that access it;
   3. the promoted website should not contain adult-only items (Not Safe for Work - NSFW)
   4. the banners used in the Campaign must be professional and reflect the same ideas as the promoted project;
   5. the banners used in the Campaign should not contain flashy animations/effects that may disturb the users viewing those banners.
   6. in the case of investment websites (futures, contracts for difference (CFD)), the risk to which the user is exposed must be mentioned on the page;
   7. in the case of websites that sell mining equipment, these must demonstrate that they are an authorized reseller or the manufacturer of the equipment;
   8. websites that are based on a token must have:
      • sufficient liquidity to allow currency trading;
      • the token contract must be available for analysis by potential buyers and/or interested parties;
      • the project's team must be displayed on the website, and their information must be accurate and verifiable;
      • the website must not present integrations or the use of various services as partnerships;
      • the information presented on the website must be accurate and true, without misleading potential buyers;
      • the Company reserves the right to reject the campaign/campaigns of a project based on the token, even if the conditions mentioned above are met;
6. The Company reserves the right to deny any website from joining its display network or advertising Campaign, without providing any justification, including but not limited to sites/advertising aimed at promoting sites:
   1. that violate the laws, regulations, or any other applicable legal requirements;
   2. containing or linking to any form of illegal/inappropriate or violent content or sites with illegal, false, or deceptive investment advice and money-making opportunities;
   3. promoting any type of hatemongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based, personal, etc.);
   4. that participate in or transmit spam using any kind of online means;
   5. that ask users for clicks, that incentivize traffic, or direct/redirect them to any fraudulent activity that would bring the owner more earnings from our network;
   6. that are using free domain names;
   7. with no original content or generated on platforms like WordPress or Blogspot;
   8. represent URL Shorteners;
   9. contain: any popup/popunder or page blocker; scripts that alter the user's browser settings; any frame-breaking codes; multiple alert boxes or alert boxes with "Close" buttons that cannot be seen by users;
   10. that are automatic/manual traffic exchanges;
   11. that represent a coin, ICOs, or projects that raised funds from the community;
   12. that download, send, transmit or otherwise post and/or distribute any materials containing viruses or other computer codes, files or programs designed to breach, destroy or limit the operation of any computer or telecommunication equipment or software;
   13. that, after they were reviewed by our team, were not deemed suitable for our publisher program.

B) Special provisions applicable to Publishers

7. Publishers shall respect the following conditions regarding the placement of the advertising and website traffic:
   1. Banners must be placed in high-visibility zones (e.g. above the fold), Publishers not being allowed to hide or distort a banner in any way, shape, or form;
   2. Banners must be placed alone in the selected position; Placing other banners together with the Company's banners is forbidden;
   3. Publishers are not allowed to display more than 3 banners at the same time on their website (this also include the header and the sticky banners);
   4. Publishers are not allowed to use more than one banner size per page (e.g. the Publishers are not allowed to display two 300x250 banners on the same page, but they can display a 300x250 banner together with a 728x90 one);
   5. Publishers are not allowed to display a banner on a different website than the one it was approved for (e.g. if a banner was approved for website1.com, you are only allowed to display it on website1.com);
   6. Publishers are not allowed to purchase any type of traffic from other sources (advertising networks or other websites) to send it to our Advertisers' websites through their banners;
   7. Publishers are not allowed to auto refresh their website to increase the impressions of the banners they display;
   8. Publishers are not allowed to generate artificial traffic or use unethical methods to generate income (this includes, but is not limited to: autosurfs, iframes, bots, proxies, auto-hit services, traffic exchange systems);
   9. If the sponsored content was deleted by the Publisher without a valid reason, i.e. without complying with Clauses 7.1 and 8.2 of these Terms and Conditions, the Publisher must fully refund to the Company the amounts paid by the Advertiser for such article.
8. If your website is rejected, you can open a ticket and ask for a second review, but only after 1 (one) week has passed from the date of the denial. If you request to be rechecked faster than 1 (one) week, your request will be rejected.
9. If the Publisher's website changes its content so that it may violate the above provisions, the Publisher is obliged to immediately notify these changes to the Company via email or through our ticket system. If after the verifications the Company comes to the conclusion that the modifications violate the present Terms and Conditions, the Company has the right to suspend the advertising Campaign and/or block the Publisher account.
10. Websites that have been accepted by the Company have to respect the provisions of these Terms and Conditions for the entire period of validity of the Agreement. The Company reserves the right to amend or modify the Website acceptance policy (as stipulated in this Clause 6) based on its internal and international rules, subject to communicating such to the Users as per the present Terms and Conditions.

Special clauses applicable to Advertisers

A) Advertising exposure

7. The Company shall make its best efforts for the articles purchased through the Coinzilla Marketplace Platform to remain live on the Publisher's website(s) (as long as the Company has a contractual relationship with the Publisher and the Advertisers are paying the requested fees). However, the Publisher will be allowed to remove the article in the cases provided for in Clause 8.2 below.
8. If, under the conditions laid down in Clause 7.1 above, the Publisher deletes an article acquired via the Coinzilla Platform, the Advertiser will not be entitled to a refund of the amounts paid for the purchase of such article. The Company will not be responsible in any way for this action.

B) Price of the Services

9. The Company may offer Advertisers discounts, rebates, or other promotions in respect of the Services offered, in accordance with its commercial policy. Any such discounts or other types of promotions will be displayed on the Website.
10. In order to start using the Services, Advertisers have to pay to the Company, in advance, a minimum amount of EUR 100. The amounts paid may be spent on any campaign type offered by the Company. For the amounts paid in advance to the Company by the Advertiser (which represent the counter-value of the Services provided by the Company through the Platform), the Company will issue relevant invoices. Advertisers' active campaigns will receive traffic as long as the price for the supply of these Campaigns is paid in advance. For information purposes, the value of the amounts paid to the Company by the Advertiser is recorded in the User account of the Advertiser. The value standing to the balance of the User account shall be updated to the extent that the Company provides Services to the Advertiser, as per the latter's instructions. The balance of the User account shall indicate at any time the value of the amounts paid in advance by the Advertising Agent and in consideration for which no Services have been provided yet by the Company. If the Advertiser's User account balance becomes zero, i.e. there are no further amounts paid in advance by the Advertising Agent and not used, all Campaigns activated through its user account will be stopped immediately.
11. The price for the Services provided by the Company is calculated based on the price model of the advertising Campaign type chosen by the Advertiser (i.e., CPM) and statistics gathered by the Company. For details, please refer to Insertion Order form that you can find on the Website.

    CPM = Cost per thousand impressions.

12. For Marketplace, the Company reserves the right to change at any time all advertising prices. We recommend to always check the price mentioned on the Website before placing an order. For Display Campaigns, when selecting the price, you will find information on the Coinzilla Platform on the highest price existing at that time (Bid/CPM). The amount of Campaigns spending will be deducted automatically from the amounts you paid in advance and recorded for informative purposes in the balance of the User account, in accordance with Clause 7.4 above.

C) Deposits

13. Advertisers can transfer funds to the Company for the payment in advance of the price of the Services via bank transfer or using cryptocurrency (BTC, BCH, ETH, LTC, USDC, USDT, and others) which will be converted automatically into EUR via an authorized third-party payment processor, and will be collected by the Company in EUR. For fund transfers using other cryptocurrencies, please contact your account manager.
14. In order to be able to make a payment to the Company, your profile needs to be filled in with your real personal information (first and last name, email address, country of residence, and full address). If the user account created is a company account, the company details need to be completed as well. Should the Advertiser refuse to fill in this information, the Company reserves the right to suspend or/and delete the user account.
15. The currency for all Coinzilla accounts balance is EUR, therefore, any funds transferred to the Company will automatically be converted to EUR. All the exchanges fees will be supported by the User, which will be retained from the amounts initially paid in advance by the Advertiser.
16. Any funds you transfer using cryptocurrency will be automatically converted to EUR after the payment is confirmed by the network, and not when the deposit is initiated. The exchange rate is the one communicated and used by our authorized payment processors, i.e. Spectro Finance OÜ (www.spectrocoin.com) and UAB "Decentralized" (www.coingate.com), as stipulated on their websites.
17. The amounts paid in advance should be transferred in a single full transaction. Should you transfer funds through numerous micro payments, the Company reserves the right to suspend and/or delete the account.

D) Bonuses

18. All bonuses earned or granted to Advertisers on the Website are not eligible for payment to such Advertisers. Bonuses can be used for advertisement acquisition and are the last to be used (i.e. when Advertisers create a Campaign, the price of the Service shall be first deducted from the amounts transferred in advance by the Advertiser, and then from their bonus).

E) Refund Policy

19. ALL AMOUNTS PAID BY ADVERTISING AGENTS AND REFLECTED IN USERS' ACCOUNTS ARE NON-REFUNDABLE.
20. Advertisers may pause or stop their Campaign(s) at any time, without having to give any explanation, using the dashboard offered. The Campaign(s) can be resumed at a later time. If no changes have been brought to the Campaign(s), then they will be resumed instantly. If there were changes brought to the Campaign(s), they will have to go through the review process.
21. Advertisers are solely responsible for stopping/pausing their Campaign(s). Otherwise, the Campaign will remain active until all the funds transferred in advance to the Company, the value of which is shown for informative purposes in the User account, are spent. If the amounts paid in advance by an Advertiser were fully used for the payment of the Services provided, all the Campaigns will be suspended/will not receive traffic until the Advertiser transfers new funds to the Company, unless they have been stopped/paused.
22. All advertising Campaigns are moderated within 24 hours from the moment of the registration during working days, but it may take up to 72 hours during weekends or legal holidays.
23. Advertisers agree that if any kind of malware, exploits, hijacks, or viruses are detected on any of the promoted pages, their user accounts will be blocked and they will not be entitled to a refund of the amounts paid in advance.
24. If a user account stays inactive for one year, it will be permanently deleted, with no way of retrieving it or the paid and unused amounts, upon expiry of the 1-year term. The Company will send several emails on this subject to the User as follows:
    • 14 days before expiry of the 1-year term of inactivity;
    • 7 days before expiry of the 1-year term of inactivity;
    • 48 hours before expiry of the 1-year term of inactivity;
    • 24 hours before expiry of the 1-year term of inactivity;
    • upon deletion of the account;
25. When an Advertiser, a legal entity, or an individual makes deposits, the customer's information regarding his identity and activity is verified by our team to comply with our legal obligations and tax responsibilities.
    1. In the case of legal entities, if the data from public sources proves that the company no longer exists/is dissolved or has ceased or suspended its activity, our compliance team will withdraw the verification and pause the deposits until the other way is confirmed.
    2. The refund of his balance from their Coinzilla user account can only be made after the verification of the account, and at the same time, if a representative of the Advertiser (an associate/shareholder/member of senior management) creates an account on the Coinzilla platform and completes the KYC verification, providing the necessary identification documents, as well as a document proving his position in the Advertiser's company. After fulfilling the above-mentioned conditions, the refund will be made only by bank transfer.
       
       As a rule, all our legal partners have the obligation and the responsibility to announce any change of business nature which could affect their relationship with the Company. In this case, you can contact our Compliance team using the following email address: kyc@coinzilla.com.
    3. In the case of individuals, our team checks whether the KYC process has been completed following the requirements of our verification provider. Depending on the particularities of each account, our compliance team may block the account or ask the individual Advertiser to repeat the personal identification process.
26. Compliance team could cancel the payment or / and deactivate the account of a Coinzilla Ad network Advertiser without being limited to the following situations:
    • The legal entity registered in Coinzilla no longer exists/is dissolved, suspended, or has any other status with which the Company could not be part of a business relationship.
    • The legal entity registered as a user of Coinzilla refuses to collaborate and update its billing information with accurate information.
    • Or any other situation that could affect the Company, the Ad network of Coinzilla or its Publishers.
    Please note, that our compliance team is continuously monitoring the clients of Coinzilla as a part of the Company's responsibility to comply with the anti-money laundering laws, protect our clients, by offering them security in making transactions with Coinzilla, and ensure our integrity is never compromised by unlawful activity on Coinzilla.
27. Users cannot change their account type in Coinzilla from an individual to a company account or from a company account to an individual account and neither transfer the balance from one account to another account, except the case when the same legal entity or individual is behind that Coinzilla accounts.
28. Users who are individuals and not legal entities should ensure that the address introduced in the address field matches the address from the identity document used during the KYC verification. If we discover during our verifications that the address needs to be completed or corrected an e-mail will be sent from us for the correct information within five days. In case the user does not provide accurate information within this term, the verification of the account will be withdrawn and the user must contact our compliance team to reactivate it.

Special clauses applicable to Publishers

A) Advertising exposure

8. Publishers are obliged to expose the banners and/or press releases on their websites as long as the contractual relationship with the Company still exists. If a Publisher wants to delete a sponsored article delivered to his website through the Coinzilla Platform, he is required to immediately notify the Company this intention as well as the justification.
9. If the Publisher does not provide a valid reason for deleting the article, he will be required to fully refund the cost of the said article to the Company. Valid justifications for article deletion include, but is not limited to:
   1. The Advertiser's project was proven to be a scam;
   2. The Advertiser's project is no longer active;
   3. The Advertiser changed his domain of activity and the content is no longer reflecting the current activity of the Advertiser;
10. The Publisher will present to the Company the justification for deleting the article with concrete evidence that attests to the fraud, the inactivity of the project, the change of the Advertiser's domain of activity, or any other circumstance that would make the article unsuitable for the promotion of the Advertiser.
11. If the Publisher does not refund the cost of the deleted article, his account(s) on the Coinzilla Platform will be blocked and he will remain liable towards the Company to fully cover any damages the latter may have due to such situation.

B) Fees

12. Under these Terms and Conditions, Publishers may earn money from the Company each time a user views a banner placed on their websites, within the limit of the available campaigns. There is no limit on the number of websites a Publisher can deliver ads on.
13. The fee for displaying Advertisers' ads is based on the type of services offered by the Publisher (i.e. advertising services that allow CPM), and the minimum CPM shall be agreed with the Publisher. The amount of the relevant advertising services fee will be determined based on the statistical data gathered by our reporting system only.
14. The Company may request access to your Google Analytics account or other programs/instruments whereby traffic authenticity may be proved, in order to verify the quality and authenticity of your traffic, if the Company has reasons to believe your data is fraudulent.
15. Publishers' earned fees according to the statistical data will be recorded in their user account immediately, for information purposes. Publishers fully acknowledge the correctness of the statistical data in the Company's reports, which shall prevail in the event of a dispute regarding the measurement of all impressions.
16. If at the end of the validity of the Agreement, including the termination at the Publisher's initiative, there are amounts which have still not been paid to the Publisher, as per the records in the user account, related to advertising services which have been provided but not invoiced, the Publisher can request their payment. Payment will be made within 30 days of termination of the Agreement, provided that the amount to be paid to the Publisher meets the minimum threshold of EUR 50.
17. However, if the Agreement has been terminated due to the violation of its provisions by the Publisher, the Company shall be entitled to retain the unbilled amount as a contractual penalty.
18. The Company reserves the right to make adjustments to the amounts payable to the Publishers (the value of which is recorded for informative purposes in the user account as well) in one of the following cases: (a) deduct payment and/or transaction fees; (b) as a consequence of the fraudulent activity of a Publisher; (c) as a consequence of Advertiser's complaints or refunds made to Advertisers; (d) due to technical reasons, and € any other justified cases.
19. Publishers must keep their user accounts active. If a Publisher hasn't logged during 1 year, the Company may deem the user account inactive. In such case, the Company will permanently delete the account, with no way of receiving the amounts in consideration for the services provided and not yet invoiced, as such are recorded in the user account, upon expiry of the 1-year term. The Company will send several emails on this subject to the Publisher, as follows:
    • 14 days before expiry of the 1-year term of inactivity;
    • 7 days before expiry of the 1-year term of inactivity;
    • 48 hours before expiry of the 1-year term of inactivity;
    • 24 hours before expiry of the 1-year term of inactivity;
    • upon deletion of the account;
20. Under these Terms and Conditions, Publishers expressly agree that the Company may issue self-billed invoices on their behalf from the date of acceptance of these Terms and Conditions, if they do not issue invoices within the legal terms. Self-billed invoices will contain any information required by the applicable law and will be issued in EUR. The Publishers are obliged to notify the Company immediately regarding any change in the information initially provided to the Company and included in the self-billed invoices or regarding any additional information that needs to be provided in the self-billed invoices in order to comply with the applicable law. Each self-billed invoice will be considered accepted if the Publisher does not reject it within 24 hours from the date of issue. Publishers agree to not issue separate invoices for the transactions covered by the self- billed invoices.

C) Use of funds

21. The minimum amount for which you can request payment for the services provided is EUR 50. For the Company to be able to pay such amounts, your profile needs to be filled in with your real personal information (first and last name, email address, country of residence, and full address). If your user account is a company account, your company details need to be filled in as well. After the transfer of the amounts owed by the Company to you, the information recorded in the user account shall be updated by deducting from the existing balance the equivalent of the amounts already paid as per the information above.
22. All payments related to the services provided through the Coinzilla Platform shall be made by the Company in EUR. The amounts requested in ETH, BTC, or other similar cryptocurrencies shall be converted via an authorized third-party payment processor. The Company will not cover the fees and commissions related to any transaction (including conversion costs) for the amounts requested in ETH and BTC or other similar cryptocurrencies. The Company will not cover the fees or commissions applied by the bank to transfer the amounts owed for the advertising services earned where the Publishers has the account opened. Any such fees and commissions borne by the Company for the transfer of the amounts to the Publishers shall be deducted from the amounts owed by the Company to the Publishers.
23. In order for us to be able to pay the sums representing the prices of the services provided, you must have filled in all the information required when creating the user account, including the choice of the payment interval, respectively, weekly or monthly.
24. Each type of currency corresponds to a type of address. Requesting the payment of the amounts owed to you to an address that does not support the selected currency will result in a permanent loss of your funds.
25. The payment request solicited by the Publisher will be made automatically according to the settings in the user's account, with regards to the payment interval, respectively, weekly or monthly. Such a request is generally processed within 1-2 business days, but can take up to a week, depending on the working conditions of the network.
26. When the payment request is generated for the Publisher (legal entity or an individual), the customer's information regarding his identity and activity is verified by our team to comply with our legal obligations and tax responsibilities. These checks ensure the security and the accuracy of the information in the account and minimize any discomfort that could arise later in the case of tax discrepancies.
    
    1. In the case of legal entities, if the data from public sources proves that the company no longer exists/is dissolved, has ceased, or has suspended its activity, our compliance team will withdraw the verification and cancel the payment until the other way is confirmed.
    2. In the case of individuals, our team checks whether the KYC process has been completed following the requirements of our verification provider. Depending on the particularities of each account, our compliance team may block the account or ask the individual Publisher to repeat the personal identification process.
    Following these verifications carried out by our compliance team, the Company reserves the right to withhold or block the amounts from the Publisher's account and cancel the payment request or deactivate the user account.
    
    The Publishers (legal entities or individuals), corroborating these provisions with clause 5.10, have one year from being notified until their account is deleted for inactivity.
    
    As a rule, all our legal partners have the obligation and the responsibility to announce any change of business nature which could affect their relationship with the Company. In this case, you can contact our Compliance team using the following email address: kyc@coinzilla.com.
27. Our Compliance team could cancel the payment or / and deactivate the account of the Publisher without being limited to the following situations:
    • The legal entity registered in Coinzilla no longer exists/is dissolved, suspended, or has any other status with which the Company could not be part of a business relationship.
    • The legal entity registered as a user of Coinzilla refuses to collaborate and update its billing information with accurate information.
    • The Company discovers that the Publisher's websites registered on Coinzilla account receive bot traffic.
    • Or any other situation that could affect the Company, the Ad network of Coinzilla or Coinzilla’s Advertising activity and its Advertisers.
    Please note, that continuously, our compliance team is monitoring the clients of Coinzilla as a part of the Company's responsibility to comply with the anti-money laundering laws, protect our clients, by offering them security in making transactions with Coinzilla, and ensure our integrity is never compromised by unlawful activity on Coinzilla.
28. Users cannot change their account type in Coinzilla from an individual to a company account or from a company account to an individual account and neither transfer the balance from one account to another account, except the case when the same legal entity or individual is behind that Coinzilla accounts.
29. Users who are individuals and not legal entities should ensure that the address introduced in the address field matches the address from the identity document used during the KYC verification. If we discover during our verifications that the address needs to be completed or corrected an e-mail will be sent from us for the correct information within 5 days. In case the user does not provide accurate information within this term, the verification of the account will be withdrawn and the user must contact our compliance team to reactivate it.

Representation and Warranties

9. Users represent and warrant that they have full authority and power to enter into this Agreement and perform their obligations hereunder.
10. Users represent and warrant that they are not using the Coinzilla Platform for any illegal purposes that may violate any applicable laws or rights of any third parties (including intellectual property rights).
11. Users accept and acknowledge that the Company will not be liable in any way for any damages, losses, costs of any kind, arising from the violation by the Publishers of their obligations to Advertisers or vice versa.
12. Users accept and acknowledge that the information provided by the Company through its Website, especially in the Coinzilla Academy section, does not constitute professional, financial and/or investment advice, nor does any information on the Website constitute a comprehensive, complete, or correct statement of the matters discussed. By using the Website and/or the Services, Users agree not to hold the Company liable for any potential damage arising from any decision Users make based on information or other content made available to them through the Website.
13. Publishers represent and warrant that they have the necessary permits and licenses for the display of the advertising and/or to publish press releases.
14. Advertisers represent and warrant that all materials content provided to the Company as well all promoted material and products comply with all applicable laws and regulations and do not breach any third-party rights.
15. Advertisers represent and warrant that their servers support the traffic directed to their websites through the Publishers' websites. Advertisers acknowledge the Company takes no responsibility for the consequences arising in case their servers cannot support the traffic. In such a situation, please contact the Company at the below-mentioned email address. Upon receipt of such e-mail, the Company will have the right to suspend your advertising campaign. All information mentioned will be transmitted at the email address: office@coinzilla.com
16. IMPORTANT NOTE! The Company draws the attention to Advertisers who make deposits and to Publishers who accumulate funds in the Coinzilla platform that these amounts - available in each customer's account - have a notional value, calculated and administered at our discretion. Therefore, this value doesn't represent an effective amount the Advertisers and/or Publishers are entitled to spend or to withdraw. The Company reserves the right to limit the clients' access to these amounts depending on the circumstances and to conduct additional checks on the users' activity on Coinzilla platform before providing services to Advertisers or validating the withdrawal requests of Publishers.

Confidentiality

10. The Users agree to keep all the details of this contractual relationship confidential (any information or data, including, but not limited to, data that may result from both the submitted documents and the exchange of e-mails between us: information about our customers and business partners, our products and services, technology, software, statistics, price rates and any other information that is non-public, sensitive, or should be considered by them a commercial secret and should therefore be confidential), and not to disclose information of any nature exchanged (including communication sent to them by us) before or during the term of the Agreement to any third parties.
11. The Users will take reasonable steps to ensure the confidentiality of the sensitive information, including but not limited to at least the same measure of protection that they apply to their data of similar nature, and shall not disclose confidential information to any person or entity other than their officers, employees, and consultants who need access to such confidential information to effect the intent of this Agreement and who have entered into written confidentiality agreements with them consistent with this section.
12. The Users undertake not to use or share any information about the Advertisers or the Publishers directly or indirectly for their own/third party’s commercial benefit or to compete or cause prejudice to our activities or clients in any manner whatsoever.
13. The obligation of confidentiality will not apply in the case of authorized use or disclosure when it is required by law or the competent authorities or if the information is already or becomes available to the general public other than through unauthorized disclosure.

Termination of the Agreement at the initiative of the User/the Company

11. The User has the right to terminate the Agreement established with the Company under this set of Terms and Conditions at any time, subject to a notice period of 14 days. The termination may be accomplished by requesting the Company to delete the user account.
12. If an Advertiser terminates the Agreement, the amounts owed for the Campaigns requested before the termination date and for which the invoice was issued are not refundable, according the paragraph 7.13.
13. If a Publisher terminates the Agreement and this is not due to its fault, he has the right to request payment of the due fee for the advertising services provided, Clause 8.8 being applicable.
14. The Company reserves the right to terminate this Agreement at any given time, subject to a 24h notification sent via email to the User. In such case, the User will be entitled to a refund of all the amounts paid in advance and not used (in the case of the Advertisers) or the amounts owed by the Company for the services provided (in the case of the Publishers), in case of termination for reasons not attributable to the User. The amounts owed to the Advertiser or Publisher is given by the value recorded for informative purposes from time to time in the user account of the Advertiser or Publisher.
15. The refund to the Advertiser will be made in the same way as the transfer performed by the User, as follows:
    • if the funds were sent via bank transfer, the refund will be also made via bank transfer;
    • If the funds were transferred by the User via cryptocurrencies, and their collection by the Company was made in Euro through the payment processor, the User will also receive the funds returned in cryptocurrencies, with the amount refunded in Euro by the Company being converted into cryptocurrencies through the payment processor, using the exchange rate used by the processor.

Modification and termination of the Agreement at the initiative of the Company

A) Suspension and termination for reasons not attributable to the User

12. The Company may periodically modify and improve the Website and/or the Services provided through it. The Company may add or remove functionality or functions to the Website. The Company may also suspend or terminate partially or completely temporarily or permanently the operation of the Website and/or the provision of any of the Services.
13. At least 15 days prior to any amendment to the Terms and Conditions (made, e.g., to correspond to changes in the legislation or Services provided by the Company), the Company will publish a notice on the Website regarding the change in the Terms and Conditions. The information will cover the provisions to be amended and the date on which the updated version of the Terms and Conditions will enter into force by publication in accordance with the above provisions. Please check the Website frequently to stay informed on all the updates of the Terms and Conditions.
14. During the notice period regarding the modification of the Terms and Conditions, the User has the right to terminate the Agreement by sending a written notification. In this case, the Agreement terminates within 15 days from the transmission of the written notice of termination (and Users will no longer be able to use the Company's Website and/or Services), unless a shorter period has been provided for in the notice, the provisions of Clause 8.8 remaining applicable. Continuance to use the Website after expiration of such terms is considered acceptance of the relevant amendments.
15. The minimum notice period of 15 days shall not apply if:
    1. the amendment is subject to a legal or regulatory obligation under which there is an obligation to amend the Terms and Conditions;
    2. the change must be implemented to deal with an unforeseen and imminent threat to the protection of the Services or Users from fraud, malware, spam, data security breaches, or other cyber security risks.

B) Termination for reasons attributable to the User

16. The Company reserves the right to terminate the Agreement established under this set of Terms and Conditions (or any other set of additional applicable terms and conditions), based on prior written notice, if the User does not comply with these Terms and Conditions and/or any other sets of additional terms and conditions or applicable legal provisions.
17. In such cases, the Company may limit or exclude User access to the Company's Website and/or Services, or may deactivate, temporarily or permanently, and/or delete the User's account.
18. The Company reserves the right to deactivate, temporarily or permanently, and/or to delete the user account, based on prior written information, in particular, in the following cases:
    1. The User repeatedly violates the provisions of this set of Terms and Conditions, including other terms and conditions applicable to the Services;
    2. The User does not apply technical security measures to protect the account registered on the Website;
    3. The User uses the Website to copy its content or information about the Services provided through the Website;
    4. The User is involved in the analysis and/or automatic reading of software, directories, data or content concerning the Website and/or the Services offered through the Website and/or, in any way, violates the provisions of the Terms and Conditions;
    5. In any other way, the User carries out an illegal, fraudulent, or manipulative activity in the context of using the Website and/or any Service.

Force Majeure

13. In cases of force majeure, the Company will be released from its obligations.
14. All unforeseen events shall be considered force majeure events. Such events will include in particular legal measures in strike situations, also when they occur within third companies, official measures taken by the authorities, failure of communications networks and other providers' portals, disruptions to network operators and other failures, also where such events occur at the level of subcontractors, sub-suppliers, and their subcontractors.

Limitation of liability

14. The Company wants to offer access to the Website and its Services to as many potential Users as possible. However, given the technical diversity of hardware devices, operating systems, and other technical specifications, the Company does not guarantee the compatibility and proper functioning of all devices and operating systems used by Users.
15. Liability for the proper functioning of the Website as well as for the availability of any Service is excluded. In particular, the Company excludes any warranty that:
    1. the Website will operate without interruption;
    2. the defects will be remedied, that the Website or the server that makes it available does not contain viruses and other harmful components;
    3. the information available on the Website and the materials provided as part of the Services offered are correct, accurate, provided in real time or secure in any other way.
16. The Company reserves the right to deny Users access to the Website at any time, for justified reasons or reasons out of its reasonable control.
17. The Company cannot be held liable for any malfunctions or difficulties in using the Website or any Service caused by the operation of the IT devices used by Users, power outages, malfunctions of communication networks, and other technique problems related to the equipment/services offered by third parties directly to the Users and for which the Company is not responsible.
18. Except for intentional conduct or gross negligence, the Company's liability will be limited to the damages foreseeable at the time of concluding the contract, but not exceeding the amount of fees paid by the User for the relevant Services for the corresponding contract period.
19. The Company shall not be liable for any loss or damage incurred by Advertisers or Publishers, resulting from or in connection with the use/provision of the Services. The Company is not responsible and does not have the capacity and/or obligation to control or influence the Advertisers or Publishers in respecting the legislation in force and/or the rights of third parties.

Intellectual property rights

15. Intellectual property rights over the Coinzilla Platform:
    1. The content, design, structure, software platform, as well as any other materials used within the Website are protected by the national and international laws regarding intellectual property rights.
    2. The Company offers Users a personal, global, free, non-transferable, and non- exclusive license to use the Website. This license is for the sole purpose of enabling the User to access the Company's Website and/or Services, as provided by the Company, in accordance with the provisions of this set of Terms and Conditions;
    3. The User has no right to copy, modify, distribute, sell, or rent any part of the Website. The User has no right to redo or attempt to extract the source code of the Website, unless the User has the written permission of the Company.
    4. Any trademarks, signs, or logos (hereinafter collectively the "Trademarks") displayed on the Website or in connection with the Company's Services are registered and/or unregistered Trademarks belonging to the Company. No content or section of the Website and/or any reference to the Services may be construed as representing a license or other right granted to the User to use any Trademarks or any derivative thereof.
    5. With the written consent of the Company, Users may use the Trademarks, but under no circumstances are they allowed to label the Company as: "Official Partner", "Investor", "Advisor" or in any other similar way. The Users may use terms such as: "Partner", "Traffic Partner" or "Marketing Partner". If the Users have been allowed by the Company to use the Trademarks, the Users are obliged to respect the Coinzilla Branding Guidelines, available on the Company's Website.
16. Intellectual property rights granted by the Advertiser to the Publisher:
    1. As an Advertiser, if you choose to use any content (e.g. image, logo, press- release etc.) in your advertising Campaign, verify that you have the necessary rights, that the content complies with applicable laws and does not infringe the rights of any third party;
    2. The content (e.g. images, trademarks, the text in the press releases) belongs to you, which means that you retain all intellectual property rights in it, but by using the protected materials in the advertising Campaign, you (as Advertiser) grant the Publisher a license to use this content;
    3. The license granted by the Advertiser to the Publisher is international (i.e. valid anywhere in the world), non-exclusive (i.e. the Advertiser can grant other people a license to use the content) and exempt from royalty (i.e. does not incur any costs from the Publisher or any other remuneration paid to the Advertiser);
    4. The license granted to the Publisher allows him to host, reproduce, distribute, publish, communicate, and use the content provided by the Advertiser for the purpose of providing the advertising services.
17. Following the provisions of the Copyright and Related Rights Act, 2000, as amended, Advertisers guarantee that the content provided to us (text, information, data, graphics, images, audio, video, design, logos, compilations, and others) does not violate any copyright, trademark, trade secret or any other personal or proprietary right of any third party. The Company will consider in good faith that the advertising content is legal and usable for the purposes established with the Advertiser.
18. Depending on the circumstances in which the advertising services must be performed, their characteristics and nature, and the type of content provided by the Advertiser, the Company reserves the right to solicit the Advertiser's proof that it owns all the intellectual property rights necessary to use the content for promotion.
19. If there is reasonable suspicion or the Advertiser is found guilty of violating the Copyright Law, it will not be entitled to a refund of the amounts paid in advance. In addition, the Company reserves the right to:
    1. Suspend/terminate the advertising services in which the illegal content is used.
    2. Engage the responsibility of the Advertiser for all costs, expenses, and fees paid by the Company in removing the illegal content or in the context of a dispute before the competent courts in Ireland regarding copyright infringement.

Applicable Law and Jurisdiction

16. This set of Terms and Conditions will be governed by and construed in accordance with the laws of Ireland, and any disputes or litigations between the Company and Users in connection therewith shall be settled by the Irish courts having jurisdiction over Company's headquarters.

Final provisions

17. Users cannot assign the rights and obligations under this set of Terms and Conditions (or any part thereof) without the written consent of the Company. The Company may assign the rights and obligations under this set of Terms and Conditions.
18. If any term or provision of this set of Terms and Conditions or of any document included or referred to in this set of Terms and Conditions is considered by a competent court to be contrary to law, the respective term will be removed from this set of Terms and Conditions, and the rest of the provisions in this set of Terms and Conditions will not be affected. Also, to the extent permitted by law, the application of that provision to individuals/legal entities or circumstances other than those to whom it is invalid or inapplicable shall not be affected by its nullity. Each provision of this set of Terms and Conditions shall be valid and applicable to the extent permitted by law.
19. In the event of discrepancies between this set of Terms and Conditions and the specific terms and conditions, the specific terms and conditions will prevail.
20. This set of Terms and Conditions governs the relationship between the Company and the User. Unless expressly stated otherwise, it does not create any rights for third parties. No provision of this set of Terms and Conditions shall be construed as establishing between the User and the Company a partnership, a joint venture, a principal-agent, or employee-employer relationship. Neither party shall have any right, power, or authority, express or implied, to legally represent the other.
21. In addition to this set of Terms and Conditions, we also publish a Privacy Policy. Although not part of this set of Terms and Conditions, we encourage you to read it to understand how we may process your personal data, what your rights are, and how you can exercise them.

Contact

18. The company can be contacted regarding these Terms and Conditions at the e-mail address: legal@coinzilla.com
19. Unless the User communicates any changes, notifications will be sent to the contact details provided by the User, and such notifications will be deemed received by the User.