Advertising Agreement
These Advertising Terms of Use (the “Terms”) govern the cooperation between DETAILED GRAPHICS KFT, a private company limited by shares, organized under the laws of Hungary, registration number 13-09-204686, with its registered office at 2161 Csomad, Verebeshegy Street 11, Hungary (hereinafter – the “Advertiser”), and any third-party publisher, affiliate, webmaster, media buyer, traffic provider or similar entity that accepts these Terms (hereinafter – the “Publisher”).By (i) signing an Insertion Order (“IO”), (ii) clicking “Accept”, “Agree”, or similar confirmation, or (iii) placing, running, or distributing any Campaign for the Advertiser, the Publisher acknowledges and agrees to be legally bound by these Terms.
These Terms apply to all IOs, unless explicitly replaced or modified in writing by the Parties.
In case of conflict, the provisions of the IO take precedence over these Terms.
1. DEFINITIONS
1.1. “Advertiser”, “We”, “Us”, “Our” means DETAILED GRAPHICS KFT, the entity purchasing traffic and advertising services from the Publisher under these Terms and any associated IO.
1.2. “Publisher”, “You”, “Your” means any person or legal entity that accepts these Terms and provides advertising, promotion, traffic generation, or media placement services to the Advertiser.
1.3. “IO” (Insertion Order) means a short written document signed by the Parties, specifying Campaign parameters, payout model, volume, geos, traffic restrictions, and other operational terms.
Acceptance of any IO automatically incorporates these Terms by reference.
1.4. “Campaign” means an advertising activity launched by the Advertiser and promoted by the Publisher as defined in the IO.
1.5. “Advertising Materials” or “Ads” means any creatives (banners, texts, pre-landers, landers, videos, links, scripts or other content) provided by the Advertiser for use by the Publisher.
1.6. “User” means a natural person or legal entity that views, interacts with, or responds to the Ads distributed by the Publisher.
1.7. “Action” means a User’s completed activity defined in the IO, including:
• impression
• click
• lead
• registration/sign-up
• sale / conversion
• or any other measurable engagement.
1.8. “Deliverables” means the measurable units supplied by the Publisher (Actions, clicks, impressions, etc.) that are subject to compensation as set in the IO.
1.9. CPA, CPL, CPC, CPM Deliverables retain their standard industry meaning, referring to payout models (cost-per-acquisition, cost-per-lead, cost-per-click, cost-per-mille).
1.10. “Network” means the AdsEmpire Network and ecosystem through which Advertiser operates its advertising programs and collaborates with Publishers.
2. AMENDMENTS
2.1. The Advertiser may amend, update, modify or supplement these Terms at any time, including changes to payout rules, technical requirements, traffic restrictions, compliance obligations, or any other provisions. Unless otherwise stated, all amendments become effective immediately upon publication on the Advertiser’s website or platform. Notwithstanding the foregoing, if Advertiser and Publisher have entered into a specific Insertion Order (IO), the amendment procedure set forth in such IO shall prevail over this Clause 2.1 in the event of any conflict.
2.2. By continuing to:
(i) run traffic,
(ii) deliver any Deliverables,
(iii) access the Advertiser’s platform, tools or tracking links, or
(iv) accept or execute any IO after such amendments,
the Publisher automatically agrees to be bound by the updated version of the Terms.
2.3. It is solely the Publisher’s responsibility to regularly review the current Terms.
The Advertiser is not required to provide individual notice of updates, unless explicitly stated otherwise.
2.4. If the Publisher does not agree with the updated Terms, the Publisher must immediately cease delivery of traffic and notify the Advertiser in writing. Continued performance shall constitute full acceptance of the amended Terms.
3. ENGAGEMENT / SCOPE OF SERVICES
3.1. The Advertiser hereby authorizes the Publisher, on a non-exclusive and revocable basis, to promote the Advertiser’s Campaigns and to deliver traffic, impressions, clicks, leads, conversions and other Deliverables as defined in the applicable IO.
The Advertiser grants the Publisher a limited, non-exclusive, worldwide, non-transferable, royalty-free license to use, display, transmit and distribute the Advertising Materials solely for the purposes of executing the Campaign and strictly in accordance with these Terms and the IO.
No other rights are granted. All intellectual property rights remain the exclusive property of the Advertiser.
3.2. The Advertiser reserves the right, at its sole discretion and at any time, to reject, suspend, restrict, or cancel:
• any Campaign,
• any traffic source,
• any placement,
• any creative usage,
• or any part of the Publisher’s activity
if the Advertiser considers such activity to be non-compliant, inappropriate, risky, misleading, illegal, harmful to the Advertiser’s reputation, or otherwise unsuitable.
The Advertiser may also suspend or cancel a Campaign if the Publisher’s traffic appears to pose legal, compliance, reputational, fraud-related, or technical risks.
Such suspension may occur with or without prior notice.
3.3. Unless expressly stated in the IO, the Publisher shall have discretion regarding the timing, positioning, distribution channels, and methods used to deliver the Advertising Materials.
However, all such distribution must comply with:
• the IO,
• these Terms,
• all traffic restrictions communicated by the Advertiser,
• and all applicable laws and regulations.
The Publisher may not alter, modify, copy, clone, re-brand, or adapt the Advertising Materials without the Advertiser’s prior written approval.
4. PUBLISHER REQUIREMENTS
4.1. Publisher’s websites, traffic sources and placements must not contain or promote illegal activity, explicitly violative or obscene materials, hateful or discriminatory content, deceptive advertising, piracy, defamatory statements, any content that may infring someone’s intellectual property rights, or any content that may harm Users or negatively affect the reputation of the Advertiser.
4.2. Publisher shall not use any mechanisms that install software, files, scripts or other elements on a User’s device without the User’s explicit knowledge and consent.
4.3. Publisher must ensure that its websites, traffic generation methods, and advertising practices comply with all applicable laws and regulations related to electronic communications, advertising, email marketing, consumer protection, and data protection in the jurisdictions where traffic is generated or delivered.
4.4. If Publisher’s activities fall under EU data protection laws (including GDPR and the ePrivacy Directive), Publisher is solely responsible for obtaining all legally required user consents, providing users with the necessary notices, and ensuring that its use of cookies, tracking technologies, and data processing practices comply with applicable legal standards.
4.5. Where Publisher uses cookies, pixels, redirects, or other tracking technologies, Publisher represents and warrants that such technologies are implemented lawfully, and that Users are properly informed and able to provide or withdraw consent in accordance with the applicable legal framework.
4.6. The Advertiser may, at its sole discretion and without prior notice, suspend or terminate cooperation with the Publisher if the Advertiser considers the Publisher’s activities to be non-compliant with these Terms, unlawful, misleading, harmful, or otherwise creating legal, financial, technical or reputational risks for the Advertiser.
5. PAYMENT TERMS
5.1. Unless otherwise agreed in writing, the Publisher shall issue invoices to the Advertiser for the services rendered at monthly intervals, or at any other intervals specified in the applicable IO.
5.2. The Advertiser agrees to pay the Publisher the amounts set out in the IO, including any applicable taxes or mandatory charges, without set-off or deductions, in accordance with these Terms and the IO.
5.3. Payments shall be made within thirty (30) days from the date of receipt of a valid invoice, by wire transfer, Paxum, Payoneer, or any other method agreed by the Parties. All bank fees, payment provider fees and transfer charges on the Publisher’s side shall be borne by the Publisher; fees on the Advertiser’s side shall be borne by the Advertiser. The Advertiser reserves the right to reject invoices that are incomplete, inaccurate, not properly supported by Deliverables, or issued contrary to the IO.
5.4. Deliverables and corresponding fees are determined based on the Advertiser’s tracking data, which constitutes the primary and binding record of performance.
If the Publisher’s statistics differ from the Advertiser’s by more than ±10%, the Parties shall attempt to reconcile the discrepancy in good faith within ten (10) days following the end of the reporting month. If the Publisher does not raise a discrepancy within this period, the Advertiser’s tracking data shall be deemed final.
5.5. The Publisher may dispute the Advertiser’s tracking data only within the limits of Clause 5.4 and only if supported by clear and verifiable evidence. Any dispute must be submitted no later than the tenth (10th) day of the following month and must specify the disputed entries and the grounds for each. Disputed Deliverables may not be unilaterally scrubbed or reduced by the Publisher; discrepancies shall be resolved exclusively through the reconciliation process.
Undisputed Deliverables are final and fully payable, and may not be contested after the deadlines described above.
6. TERMINATION
6.1. The Advertiser may suspend or terminate any Campaign, IO, or cooperation with the Publisher at any time, with immediate effect, by written notice (including email). No minimum term, volume commitment or continued purchasing obligation shall arise from these Terms or any IO.
6.2. The Publisher may cease cooperation by providing written notice to the Advertiser. Such termination shall not affect the validity of any Deliverables already accepted by the Advertiser.
6.3. Upon termination, all rights granted to the Publisher to use the Advertising Materials shall immediately cease. The Publisher shall promptly stop all traffic and disable all placements related to the Advertiser’s Campaigns.
6.4. Termination does not release the Parties from their respective obligations regarding payment for valid Deliverables supplied before the effective termination date, or any other obligations intended to survive termination.
6.5. The Publisher shall not be entitled to any compensation, expectation damages, loss-of-profit claims, or other payments arising from the Advertiser’s decision to terminate cooperation or to stop purchasing traffic.
7. RELATIONSHIP
7.1. The Parties are independent, non-exclusive contractors. Nothing in these Terms or any IO shall be interpreted as creating any agency, partnership, joint venture, employment, franchising, fiduciary or representative relationship between the Parties. Neither Party has the authority to act for, bind, or enter into any commitments on behalf of the other Party, and neither Party shall hold itself out as having such authority.
8. LIMITATION OF LIABILITY
8.1. To the maximum extent permitted by law, the Advertiser shall have no liability under these Terms except as expressly set out herein.
8.2. The Advertiser is not liable for any damage arising from or related to the Publisher’s actions, omissions, inaccurate information, technical failures, non-compliance with applicable laws, or any other circumstances beyond the Advertiser’s reasonable control.
8.3. The Advertiser is not responsible for any unauthorized access to the Publisher’s accounts, credentials or systems, nor for any resulting loss or damage.
8.4. The Advertiser shall bear no liability for installation errors, malware, viruses, or any harmful components affecting the Publisher’s hardware, software or systems, except in cases of proven intentional misconduct by the Advertiser.
8.5. The Advertiser shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of revenue, profit, goodwill, business opportunity or interruption.
8.6. The Advertiser is not responsible for payment delays or errors caused by incomplete, inaccurate or outdated payment details provided by the Publisher. The Publisher is solely responsible for providing correct and complete billing information.
8.7. If, notwithstanding the above, the Advertiser is found liable for any claim, the Advertiser’s total aggregate liability shall not exceed the amount actually payable to the Publisher for valid Deliverables confirmed by Publisher’s invoices or Advertiser’s reports.
8.8. No action or claim may be brought against the Advertiser more than one (1) year after the date on which the underlying event occurred.
9. INDEMNIFICATION
9.1. The Publisher agrees to fully indemnify, defend and hold harmless DETAILED GRAPHICS KFT, including its directors, officers, employees and agents, from and against any and all claims, damages, liabilities, losses, penalties, fines, costs, complaints, investigations or expenses (including reasonable legal fees) brought by any third party, governmental authority, platform, user or consumer arising out of or relating to:
• the Publisher’s actions, omissions, traffic sources, methods of promotion or advertising practices;
• any breach of the quality and content requirements set forth in Section 4.1 of these Terms, including but not limited to any illegal, obscene, hateful, infringing or harmful content and placements;
• any breach of these Terms or of any applicable laws or regulations;
• any violation of privacy, data protection, marketing, or consumer-protection rules;
• any misleading, unlawful, harmful or non-compliant material, content or traffic distributed by the Publisher;
• any spam, unauthorized email campaigns, deceptive practices, fraud, incentivized activities or invalid conversions originating from the Publisher or its sub-sources.
The Publisher is solely responsible for the legality, quality, origin and compliance of all traffic and materials used to promote the Advertiser’s Campaigns.
9.2. The Publisher acknowledges that it cannot derive any rights or expectations from agreements, terms, arrangements or conditions that the Advertiser may have with other publishers, advertisers or partners.
10. CONFIDENTIALITY
10.1. The Publisher shall treat as strictly confidential any non-public information disclosed by the Advertiser, including but not limited to: campaign details, payout rates, CPA/CPL/CPC/CPM amounts, performance data, conversion rates, volumes, targeting information, technical requirements, creatives, links, landing pages, account access details, business processes, pricing structures, internal communications, and any information contained in or related to an IO.
10.2. The Publisher may not disclose, share, publish, transfer or make available any confidential information to any third party without the Advertiser’s prior written consent. Confidential information may not be used for any purpose other than the performance of the Publisher’s obligations under these Terms.
10.3. Confidentiality obligations shall remain in force during the entire term of cooperation and for three (3) years after its termination, or for as long as the information remains confidential by its nature — whichever period is longer.
10.4. Upon request of the Advertiser, the Publisher shall promptly execute a separate non-disclosure agreement (NDA) to provide additional protection for specific projects or materials.
10.5. The Publisher shall not use confidential information to compete with the Advertiser, to benefit any third party, or to create competing products or services.
11. REMEDIES
11.1. If the Advertiser, at its sole discretion, identifies any traffic, placements, or activities of the Publisher that violate Section 4.1, breach any representation or warranty, or are otherwise deemed fraudulent, invalid, or non-compliant, the Advertiser shall have the right to:
а) Withhold any outstanding payments, exclude non-compliant traffic from invoicing, and void any commissions or balances associated with the period of violation or the specific fraudulent activity.
b) Immediately suspend or terminate active Campaigns, disable tracking links, block specific traffic sources or sub-affiliates, and/or terminate the Publisher’s access to the platform without prior notice.
c) Offset any losses, damages, fines, or costs incurred by the Advertiser due to such violations against any outstanding balances due to the Publisher.
11.2. In addition to the measures set forth in Clause 11.1, the Publisher shall be liable to fully compensate the Advertiser for all resulting losses (whether actual, alleged, or potential), including but not limited to:
• Direct financial losses;
• Fines and penalties imposed by regulatory authorities (e.g., GDPR fines), payment systems (Visa/Mastercard), or digital platforms;
• Costs related to the restoration, blocking, or suspension of the Advertiser’s accounts, domains, or technical infrastructure;
• Reasonable legal fees, professional costs, and expenses incurred in investigating the violation, responding to regulatory inquiries, or defending against third-party claims.
11.3. Except as otherwise provided, the rights and remedies available to the Advertiser under these Terms are cumulative and operate in addition to, and not in place of, any rights or remedies available under applicable law or equity.
12. NOTICE
12.1. All notices, requests, demands and other communications under these Terms, including notices of termination, suspension, policy updates or other legally relevant information, shall be in English and in writing. Notices may be delivered by email and shall be deemed valid and effective upon sending, unless the sending Party receives an automatic delivery failure message.
12.2. Notices to the Advertiser shall be sent to the email address indicated on the Advertiser’s website or in the relevant IO, unless otherwise specified by the Advertiser in writing.
12.3. Notices to the Publisher shall be sent to the email address provided by the Publisher during onboarding, in the IO, or in any subsequent written communication. It is the Publisher’s responsibility to keep its contact details current.
12.4. The Advertiser may, at its discretion, provide notices through additional channels, but email shall in all cases constitute a sufficient and binding method of notification.
13. FORCE MAJEURE
13.1. Neither Party shall be considered in breach of these Terms, nor liable for any delay or failure in the performance of its obligations, if such delay or failure is caused by events or circumstances beyond that Party’s reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, strikes, network or infrastructure failures, widespread outages, or similar events. In such cases, the affected Party shall be entitled to a reasonable extension of time to fulfill its obligations. If the period of delay or non-performance exceeds thirty (30) consecutive days, the non-affected Party may terminate cooperation by providing fourteen (14) days’ written notice.
14. DATA PROTECTION
14.1. Each Party shall comply with all applicable data protection and privacy laws, including, where relevant, the EU General Data Protection Regulation (GDPR), the UK GDPR, and any other mandatory data protection or privacy requirements applicable to its activities.
14.2. For the purposes of these Terms, each Party acts as an independent data controller with respect to the business-contact data of its personnel shared for the performance of these Terms (including names, positions, email addresses, phone numbers and billing details).
Nothing in these Terms creates joint controllership or a processor–controller relationship.
14.3. These Terms constitute the full and exclusive understanding between the Parties regarding the processing of business-contact data. The Advertiser does not rely on or incorporate any privacy policies published by the Publisher for the purposes of this cooperation.
14.4. The Advertiser may process the Publisher’s business-contact data solely for administering and performing these Terms and any IOs, including invoicing, campaign management, fraud-prevention, compliance and financial/accounting purposes.
14.5. Where required by law, the Advertiser may transfer such business-contact data to its affiliates or service providers (including those located outside the Publisher’s jurisdiction), provided that appropriate safeguards are implemented, such as EU/UK Standard Contractual Clauses where applicable.
14.6. Each Party shall implement appropriate technical and organizational measures to protect any personal data it processes under these Terms against unauthorized or unlawful processing and against accidental loss, destruction or damage.
14.7. Nothing in this clause requires either Party to process, store, access or transfer any consumer or end-user personal data on behalf of the other Party. The Advertiser does not act as a processor for the Publisher, and the Publisher does not act as a processor for the Advertiser.
14.8. More detailed information on how the Advertiser processes personal data, including business-contact information, is set out in the Advertiser’s Privacy Policy available at:
https://adsempire.com/policy.html
15. MISCELLANEOUS PROVISIONS
15.1. Waiver. No waiver of any breach or default shall be deemed a waiver of any other or subsequent breach. No voluntary action, omission or provision of benefits by either Party shall create any rights by custom, estoppel or otherwise.
15.2. Governing Law and Jurisdiction.
These Terms, any IO, and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by the laws of Hungary. The Parties irrevocably agree that the courts of Hungary, including the competent court having jurisdiction over the registered seat of DETAILED GRAPHICS KFT, shall have exclusive jurisdiction.
15.3. Interpretation. These Terms shall be interpreted according to their plain meaning and not strictly for or against either Party.
15.4. No Third-Party Beneficiaries.
Nothing in these Terms creates any rights or benefits for third parties.
15.5. Authority. Each Party represents that it has the legal authority to accept and perform these Terms. Individuals acting on behalf of a Party represent that they are duly authorized to do so.
15.6. Invalidity. If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force. Any invalid term shall be modified only to the extent necessary to render it enforceable.
15.7. Compliance with Law. Each Party shall comply with all applicable laws, regulations and industry requirements related to its activities and shall obtain any necessary permits or approvals.
15.8. Severability. The provisions of these Terms are severable. Any invalid or unenforceable provision shall be deemed modified or removed as necessary while preserving the remainder of the Terms.
15.9. Entire Agreement. These Terms, together with any applicable IOs, constitute the entire agreement between the Parties regarding advertising services performed for the Advertiser.
Any other online terms, policies or publisher-facing conditions not expressly incorporated by reference do not apply to the Parties’ relationship.
15.10. Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
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