Legal Notice

    "Gadsbee Limited" is a limited liability company registered in Hong Kong. It operates a number of subsidiary and affiliate companies that are independent legal entities in their own right. For the purposes of this Legal Notice the name "Gadsbee Limited” covers all these subsidiaries and affiliates.
    "Gadsbee Limited" has global outreach and is engaged in the business of directing online advertisers to online publishers, which are suitable websites that have ad spaces to offer. The company functions through a proprietary system that operates in an automated manner. The advertiser clients create a personal user account, and then use the facilities provided to find the best publishers for their products or services.
    The use of our website is governed by our terms and conditions (including the Advertiser and Publisher Agreement) that are available on the website. Your acceptance of these terms and conditions is deemed to have been given when you start using the services, even if you have not specifically accorded the acceptance. Any person that accesses and uses our services through your account will also be bound by these terms and conditions, and it will be your responsibility to ensure compliance.
    The information displayed on this website is provided by "Gadsbee Limited" and we offer no explicit or implied representations or warranties about its completeness, correctness, reliability, suitability or availability. This applies to all forms of information, whether data, content, images, graphics or any other and placed on the website for any purpose. As a part of our services, we will always attempt to provide accurate information, but you alone will be responsible for any consequences arising from the use of the website.
    In order to offer better services, we provide links to other websites. We expressly make it clear that we are not recommending or endorsing these websites and you should use them at your discretion and risk. These websites are not managed by "Gadsbee Limited" and we are not responsible for the information presented there.
    Despite our endeavour to keep the website operating round the clock, it is possible that the services may be temporarily unavailable due to technical problems beyond our control. You explicitly agree not to hold us liable for any losses incurred by you as a result of such downtime.
    Before subscribing to our services and before making any decision based on the website content that could have financial implications for you, you should take the opinion of a qualified professional in this field. Neither "Gadsbee Limited" nor any of its subsidiaries or affiliates will be responsible for any loss incurred by anyone using this website or service.

General Terms and Conditions
    These General Terms and Conditions (these “Terms”) govern the purchasing of any traffic by "Gadsbee Limited", a Hong Kong entity (“Company”) and the person entering into this agreement as the Publisher (“Publisher”) pursuant to which Company may purchase traffic from Publisher, in accordance with specifics that may be further agreed between the parties. The following terms and provisions govern the purchase of the traffic by Company from Publisher and the relationship between Company and Publisher with respect to their relationship arising therefrom.
    As used herein, “Publisher” refers to the person or entity for whom the person entering into this agreement indicates is to be the Publisher.
    If Publisher is executing and/or agreeing to these Terms online, electronically, through Company’s website, or through any other means not as a manual signature, Publisher agrees and acknowledges that by affirmatively indicating Publisher’s agreement to this Agreement, including by selecting the button or box asserting the affirmation, such act shall stand in place of Publisher’s manual signature and that it shall be as equally binding on Publisher as if Publisher had signed these Terms manually. Publisher is hereby notified, and acknowledges, that Publisher may retain a paper or other permanent copy of these Terms for Publisher’s own records.

    1. Procedures and Campaign Information
1.1. Prior to acceptance of Publisher into Company’s program and technologies that allow for Publisher’s sale of traffic to Company in accordance herewith, Publisher must accept these Terms and provide Advertiser all requested information with regards to Company in the form, manner and time as requested by Company, including the legal name of Publisher, the legal address of Publisher, and contact information for Publisher, including a contact individual and such person’s telephone number and email address. Publisher represents and warrants that all such information is true, complete, and accurate, and Publisher covenants to update all such information promptly upon any change to the accuracy of such information.
1.2. Upon Company’s receipt of Publisher’s acceptance of these Terms, and all other information as required pursuant to Section 1.1 hereof, Company reserves the right to review Publisher’s information and determine whether, in its sole discretion, to purchase traffic from Publisher. Thereafter, from time to time, and in Company’s sole discretion, Company may inform Publisher of a campaign that it desires to engage in with Publisher, including the type of traffic to be purchased, the pricing model, start date, end date, and any additional terms. Such information may be provided in the form of an “Insertion Order” or such other form (collectively, an “Insertion Order”). Should Publisher accept such an Insertion Order, the Parties shall proceed with the campaign in accordance with these Terms and the provisions as set forth in the Insertion Order. In the event of any conflict between the Insertion Order and these Terms, the provisions of these Terms shall control.

    2. Participation Conditions
2.1. Company has the right to reject and disable the purchase of any and all traffic that it determines, in its sole discretion, does not comply with the Insertion Order, its purchase requirements and the additional conditions and requirements set forth herein. Without limiting the generality of the foregoing, in the event that Company determines that the traffic it is receiving from Publisher does not satisfy Company’s requirements, including for quality of traffic, Company may disable or limit its purchase of traffic from Publisher.
2.2. Publisher represents and warrants that is has the necessary ownership, licenses, permissions, rights, and consents to sell and deliver the traffic to Company. Publisher is solely responsible for selling the traffic to Company hereunder.
2.3. Without limiting the generality of any of the foregoing, Publisher must satisfy all of the following requirements in connection with any and all traffic sold to Company hereunder: (a) Publisher may not cheat, defraud, or mislead, or attempt to cheat, defraud, or mislead, Company or any of the traffic, in any manner; (b) Publisher may not engage in any activities that may be harmful to Company’s image, goodwill, or reputation as determined by Company in its discretion; (c) Traffic may not be directed from any sexual or erotic content that depicts any persons under the age of 18 years or in a manner that suggests that they may be under the age of 18 years; (d) Traffic may not be directed from any content that is obscene, vulgar, illegal, unlawful, defamatory, fraudulent, misrepresentative, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, infringing of any intellectual property, or otherwise inappropriate as determined by Company; (e) Traffic may not be directed from content that depicts illegal activities, promotes or depicts physical harm or injury to any group or individual, or promotes or depicts any act of cruelty to animals; (f) Traffic may not be directed through means of or from content that contains software viruses or any computer code, file, or program that is designed to interrupt, destroy, limit, monitor, or inappropriately access or redirect any computer software, hardware, or other equipment; (g) All traffic must be real and natural (human) – no bots or other forms of non-human traffic is permitted; (h) Publisher must abide by all applicable local, national, and international laws and regulations; (i) No auto-bookmarking, auto-refreshing, auto-focusing, homepage changing, 404 traffic, fake video players, or i-frames; (g) Publisher may not use any method to artificially or fraudulently inflate the volume of traffic, including, without limitation, framing a banner’s click-through destination, auto-spawning browsers, running spiders, automatically redirecting users, or any other technique that may generate automatic or fraudulent traffic; (h) No encouraging or incentivizing end users to visit, click or engage in any other action for the purpose of generating traffic.
2.4. Publisher represents, warrants, and covenants that all information provided to Company in connection herewith, including in an Insertion Order, is correct, complete, and current, and will be kept correct, complete, and current.

    3. Payment Provisions
3.1. Company shall only have an obligation to pay Publisher for traffic that complies with all of the following: (a) The traffic is traffic that is ordered by Advertiser hereunder and subject to any caps imposed by Company (and no more than the traffic ordered by Company hereunder – accordingly, if Publisher directs any more traffic to Company hereunder than is ordered, Company is under no obligation to pay for such traffic); (b) The traffic complies with the Insertion Order and all the requirements hereof, including, without limitation, Section 2 hereof; (c) Publisher directs the traffic through the specified link or links designated for Publisher by Company, as the same may change from time to time upon notice to Publisher; and (d) Company is able to measure and attribute the traffic to Publisher using Company’s methods and practices to measure traffic as selected and implemented by Company in its reasonable discretion.
3.2. Company may, in its discretion, from time to time, provide Publisher with a dashboard or reports that track and review traffic attributed to Publisher. Company does not represent and warrant that the information available in the same will be “real-time” and Company always reserves the right to recalculate traffic based on a number of factors, including, without limitation, the discovery of fraudulent traffic or technical errors. The form, content, and frequency of updates to any such information is subject to change in Company’s discretion.
3.3. Following each calendar month, Company will make a good faith attempt to provide Publisher, within ten (10) days of the close of that month, with finalized measurements of traffic purchased from Publisher in that month (a “Stats Notice”). If Publisher disputes any portion of the Stats Notice, Publisher must notify Company of such dispute within thirty (30) days of Company sending the Stats Notice, setting forth in good faith and reasonable detail the basis for the dispute. In the event that Publisher does not dispute the Stats Notice within thirty (30) days of Company sending the same, Publisher shall be deemed to have accepted the measurements therein as correct and binding. Advertiser reserves the right to recalculate and reissue Stats Notices at any time in good faith.
3.4. Following Publisher’s receipt of the Stats Notice, Publisher may issue an invoice to Company for the traffic sold and accounted for in the Stats Notice.
3.5. Payments Procedure Order
3.5.1 Notwithstanding anything else herein, Company may set a reasonable “Payment Floor.” Unless otherwise notified, the Payment Floor shall be US$500. Company shall be under no obligation to make any payments to Publisher until such time as the total amount outstanding and due to Publisher is at least the amount of the Payment Floor.
3.5.2 Notwithstanding anything else herein, in the event that Publisher fails to sell traffic to Company in an amount of at least the Payment Floor within any twelve (12) month period, then Company may, at the end of that period, charge Publisher a maintenance fee of the amount in the Publisher’s account, close out Publisher’s account, and Company shall be released of any obligation to make any payments to Publisher.
3.5.3 Notwithstanding anything else herein, in the event that Publisher fails to make a payment request for any amounts accrued to Publisher within twelve (12) months of accrual, such amounts shall automatically be deemed to be automatically forfeited at the end of the twelve (12) month period and Company shall be released of any obligation to make payment to Publisher for such accrued amounts.
3.5.4 Company may, in its discretion, refuse to process a payment or place a payment hold for any good faith reason, including, without limitation, if it has a reasonable suspicion that Publisher has breached these Terms. If Company makes a payment to Publisher and subsequently determines that some or all of the payment was earned in breach of these Terms, Company may set-off the amount of the payment accrued from the breach, plus any related fees (including the costs of investigation and attorneys’ fees), from any future payments to Publisher or Company may invoice Publisher for the set-off amount and Publisher must pay the same within fourteen (14) days of invoice.
3.6. Publisher is responsible for all taxes, banking commissions and fees incurred in connection with the sending and receipt of any payments from Company hereunder.
3.7. Nothing herein, nor anything issues in connection herewith, shall constitute or shall be deemed to constitute any promise or guarantee by Company that it will purchase any amount of traffic.

    4. Confidentiality; Non-Solicitation.
4.1. Publisher covenants and undertakes that, during the Term and thereafter, absent Advertiser’s prior written consent, all information, written or oral, relating directly or indirectly to the order, these Terms, Advertiser or its business (actual or planned), disclosed to it by the Company, developed by it or which otherwise became known to it in connection with the performance hereunder, including, without limitation, any and all advertiser and publisher information (including the identities of other advertisers or publishers), patent applications, drawings, specifications, techniques, diagrams, computer software, codes, charts, plans, statements, assessments, analyses, estimates, views and opinions, know-how, processes, machines, practices, inventions, improvements and records (“Confidential Information”), shall be maintained by it in full and absolute confidence, and it shall not use such Confidential Information, directly or indirectly, in whole or in part, for its own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. Publisher will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors, and affiliates. Publisher undertakes not to transmit or transfer the Confidential Information to any third party, including but not limited to, daughter companies, sister companies and mother companies, without Company’s prior written consent in each instance. Upon the termination of the Term, for any reason whatsoever, Publisher shall return to the Company any and all Confidential Information, including all records, products, and samples received, and any copies thereof, as well as any notes, memoranda, or other writings or documentation which contain or pertain to the Confidential Information or any portion thereof. Notwithstanding anything else to the contrary herein, the obligations under this Section shall survive the termination of these Terms and the Term.
4.2. Without limiting the generality of the foregoing, in order to aid in the protection of Company’s goodwill, confidential information, trade secrets, and other legitimate business interests, Publisher hereby further agrees that during the Term hereof and for a period of two (2) years following the termination of the Term for any reason, Publisher shall not directly or indirect, for itself or on behalf of any person or entity, for compensation, or gratuitously, anywhere in the world attempt to sell traffic to any downstream traffic purchaser of Company, the identify of which was disclosed to Publisher by Company in connection herewith.
4.3. Publisher acknowledges and agrees that the above restrictions are reasonable as to duration and geographical restriction and waives any objection thereto. It is expressly understood and agreed that although Publisher and Company consider the restrictions set forth above to be reasonable, if a final judicial determination is made by a court or tribunal of competent jurisdiction that the time or territory or any other restriction contained in these Terms is an unenforceable restriction against Publisher, the provisions of these Terms shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court or tribunal may determine or indicate to be enforceable. Alternatively, if any court or tribunal of competent jurisdiction finds that any restriction contained in these Terms is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
4.4. Publisher further acknowledges and agrees that, to the extent Publisher is found to have violated any of the above provisions, the court or other tribunal shall, in addition to all other remedies available to Company, extend the term of these provisions for an amount of time equal to the amount of time that Publisher was in breach of the provisions. Company shall also be entitled to seek further equitable and injunctive relief, which shall be issued without the need for the posting of a bond.
4.5. Publisher acknowledges and understands that, in the event of its breach of its obligations set forth in this Section 4, it may be difficult or impossible to determine the true extent of the damages suffered by Company. Accordingly, in the event of Publisher’s breach of this Section 4, and in addition to any other remedies that may be available to Company hereunder and in law, Publisher agrees that it shall be subject to liquidated damages of Ten Thousand Dollars (US$10,000) per violation. These liquidated damages are not intended to be a penalty, but an attempt by the Parties to reasonably ascertain the amount of actual damages that could occur from such a violation. Publisher acknowledges and agrees that these liquidated damages are a minimum and that if actual damages can be determined to be greater, then Publisher shall be liable for the greater amount.

    5. Term and Termination
The Term of the purchasing of the traffic shall begin on the Start Date set forth in the campaign terms and end of the latest End Date set forth in any Insertion Orders, unless earlier terminated by Company for any or no reason upon forty-eight (48) hour notice to Publisher or by Company upon notice to Publisher in the event of Publisher’s breach hereof.

    6. Indemnification
To the fullest extent of the law, Publisher accepts full responsibility for, shall indemnify Company and hold Company (including its subsidiaries, affiliates, officers, managers, agents, directors, employees, contractors, partners, licensees, and licensors) harmless for any damages, third-party claims, expenses, reasonable attorneys’ fees and all other costs, and all threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that Company believes may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise, or any other expenses or damages that Company suffers (hereinafter, collectively, a “Claim”) by reason of, connected to, or arising in part or in whole out of any aspect of Publisher’s traffic, Publisher’s actions or omissions, or Publisher’s breach hereof. Publisher shall indemnify Advertiser (including its subsidiaries, affiliates, officers, managers, agents, directors, employees, contractors, partners, licensees, and licensors) against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney’s, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such a Claim or for any other damages that Company may suffer out of any of the foregoing.

    7. Disclaimers of Warranties and Limitations of Liability
7.1. Company’s activities and services provided hereunder or made available in connection herewith are provided or made available “AS IS” and without any warranty or condition, express, implied, or statutory. Company specifically disclaims to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, information accuracy, integration, interoperability, and quiet enjoyment. Company disclaims any warranties for viruses or other harmful components in connection herewith.
7.2. Under no circumstances will Company be liable for indirect, incidental, special, consequential, punitive, or exemplary damages (even if Advertiser has been advised of the possibility of such damages), including loss of revenue or anticipated profits or lost business. Company is no in no way responsible for any websites, applications, or other material that is not under the direct control of Company, including any websites, applications, or other material to which purchase traffic may later be directed.
7.3. In no event will Company’s liability arising here-from from any cause of action whatsoever exceed the aggregate amount of the lesser of (a) the amounts actually paid by Company to Publisher hereunder during the three (3) months prior to the date that the claim arose; and (b) Five Thousand Dollars ($5,000).

    8. Disputes
To the maximum extent permitted by law, these Terms, as well as any claim, cause of action, or dispute that may arise between Company or Publisher or from these Terms, shall be governed by the laws of the Hong Kong without regard to conflict of law provisions. For any claim between the Parties, each Party agrees to submit and consent to the personal and exclusive jurisdiction in, and the exclusive venue of, the courts located in the Hong Kong. Notwithstanding the foregoing, in the event that Company must bring a cross-claim or similar claim against Publisher for indemnification in a cause of action already pending against Company, Company may bring such claim and any other related claims against Publisher in the jurisdiction and venue where the cause of action is already pending. PUBLISHER AGREES THAT IT MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

    9. Miscellaneous
Nothing herein is deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party has any authority to make or accept any offers or representations on the other Party’s behalf. Neither Party shall hold itself out as the agent of the other Party. Neither Party shall take any action or make any statement that contradicts anything herein. Each Party acknowledges and agrees that they are an independent affiliate to the other Party in all manners and respects. Any waiver by either Party of a breach of any provision hereof shall not operate or be construed as a waiver of any subsequent breach hereof. If one or more of the provisions herein shall for any reason be held to be excessively broad as to scope, activity, or subject matter so as to be unenforceable at law, such provision(s) shall be construed and reformed by the appropriate judicial body by limiting and reducing it (or them), so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. Publisher may not assign or transfer its obligations or rights hereunder without the prior written consent of Company. This document represents the entire agreement of the Parties with regards to the matters set forth herein. Any modification of hereof must be in writing and signed by both parties. The section headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. As used herein, the term “including” is illustrative and not limitative. If this document is translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.

Company responsible for serving Managed service clients and other campaign management:

Gadsbee Limited
SUITE C, LEVEL 7, WORLD TRUST TOWER, 50 STANLEY STREET, CENTRAL, HONG KONG

This agreement was last updated on January 31, 2024