to enter into a contract
edition as of 29.06.2021
Truffles FZCO , a company incorporated in United Arab Emirates, registration number 2735, license number: 4736, registered at: United Arab Emirates, Dubai, Dubai Airport Freezone, 8E East/Side, unit number 8E 101-SD19, (hereinafter referred to as "We") hereby invites you, a natural person or entity who owns websites, applications, (hereinafter referred to as "the Resource"), who is not a resident of Mainland of United Arab Emirates, to enter into a contract for the provision of services to us on terms set out below, by accepting this offer (hereinafter referred to as "the Offer").
Please read the terms and conditions carefully before using Our website https://truffle.bid (hereinafter referred to as the "Site") and its’ functions and services. By accessing the Site and using its functionality as defined below, you agree to the terms of the Offer. If you have read the text of the Offer and do not understand it, fully or partially, please do not accept the Offer, and refrain from using the Site.
1. Terms and definitions used in the Contract
"Contract" – the contract for the provision of advertising services to Us, which is concluded after you accept the Offer.
"Offer" means the Company's present offer to enter into a Contract.
"Publisher" – means you (also – “You”, “Your” etc.), a legally capable natural person or entity who owns Internet resources (websites, applications, etc., hereinafter referred to as the "Resource") using the Site for integration with your Resource in order to provide Us with advertising services.
"Services" - advertising services provided using the relevant materials, both Our own and those provided by Our contractors — the advertisers, posted by the Publisher on the Site. The Service is provided via the Resources integrated with Our Website and the https://truffle.bid system that belongs to Us. Access to https://truffle.bid is made through the Publisher's Personal Account.
The "Publisher's Personal Account" is a closed part of the https://truffle.bid system, access to which is provided to you on the Site by identifying and verifying you with the "login/password" combination after accepting this Offer and entering into a Contract with you.
"Cookies" - a type of personal data represented by small text files sent to the user's device (computer, smartphone) when visiting Internet sites, which serves to collect technical information, including about the user's device and his actions on the Internet site.
2. Subject of the Contract
2.1. Under the Contract, You agree to provide Us with advertising services (hereinafter referred to as Services), which are expressed in receiving Advertising Materials in the https://truffle.bid system and placing them on the Resources for the period established by the terms of placement of Advertising materials as reflected in the Personal Account of the Site.
2.2. The Services are provided by placing Advertising Materials and Cookies to collect and transmit to Us the technical data of users, which serve to personalize the Advertising Materials shown to users in order to attract users to Our Internet sites.
2.3. The Services are provided outside the territory of United Arab Emirates.
3. Acceptance of the offer, requirements for the Publisher
3.1. The Contract is entered into by accepting the Offer, registering on the Website and submitting an application for the conclusion of the Contract, subject to Our approval of the application. Approval of the Contract application is Our right, but not Our obligation. The Contract is considered concluded from the moment the User performs all of the above actions and We approve the application for the conclusion of the Contract, provided that the Publisher meets the requirements set out in this paragraph.
3.2. Entering into Contract means that You have read the Offer and fully agree with it. The Site is programmed in such a way that without confirmation of reading the terms of the Offer, You can not enter into a Contract.
3.3. You, the Publisher, must be a person or an entity not restricted in legal capacity, have a valid bank account, email address, phone number.
3.4. Your Resources must have an established mechanism for obtaining consent from users to process their personal data before the start of the provision of Services.
3.5. You must have equipment that allows You to perform actions on the Site via the Internet. Responsibility for the operation of the hardware and software necessary for effective integration with the Site and placement of Advertising Materials is Your responsibility.
4. Registration in the Personal Account and Application for the conclusion of the Contract
4.1. When registering on the Site, You provide Us with the following data: Your first name, last name, patronymic (if applicable), email address, phone number, address(s) of your Resources, bank details (if You are a legal entity and will receive payments by bank transfer), the necessary details for making payments through the payment systems selected by You (if you are an individual).
4.2. You are responsible for the accuracy of the data provided by you. Any failure to receive information, inability to contact You, or resolve issues related to the provision of services or receipt of payments due to the unreliability of the information provided by You is Your responsibility.
4.3. If You change your information, You must notify Us of the changes to Your data no later than one (1) business day from the date of the changes.
4.4. After registering in Your Personal Account on the Site, You will be asked to confirm familiarization with the terms of the Offer and their acceptance by checking the appropriate box. Completion of the registration procedure means that You send an Application for the conclusion of the Contract in accordance with the terms of the Offer.
4.5. We reserve the right to reject Your Application when it is reviewed and Your data is verified, without explaining the reasons for rejection. Rejection of the Application does not prevent You from further attempts to apply for the conclusion of the Contract in accordance with the terms of the Offer.
5. Financial terms
5.1. We pay for views of Advertising Materials on Your Resources using the CPM (cost per mille) system. The cost of each thousand views is paid according to the details of the advertising campaign in relation to the Advertising materials You place.
5.2. If the number of views of the Advertising Material is less than 1000, such views are not subject to payment.
5.3. You can choose the payment methods in your Personal Account:
5.3.3. International interbank transfer.
Please note that the method of transferring funds must be selected in Your Personal Account before the last day of the current month in which You accepted the Offer, as well as provide the information and details necessary for making money transfers. If You do not choose a payment method by the last day of the current month, Your payment will be delayed by 30 days.
6. Liability of the Parties
6.1. You agree to protect, defend, and reimburse Us and our related entities, as well as their respective officers, directors, shareholders, employees, agents, and other representatives, for the amounts of any third-party claims, liabilities, claims, judgments, or causes of action, and related expenses (including reasonable attorneys 'fees and expenses) (collectively, "Claims") arising out of:
6.1.1. violations by You or Your representative of any applicable law or failure to inform users of the requirements of any applicable law;
6.1.2. any gross negligence or willful misconduct by You, as well as any violations of related organizations or any of their respective directors, officers, employees, contractors, agents or other representatives.
6.2. We agree to protect, defend and indemnify You and Your associated organizations, as well as their respective officers, directors, shareholders, employees, agents and other representatives, from any claims arising out of:
6.2.1. any breach of the Agreement on Our part;
6.2.2. Our gross negligence or willful misconduct of our associated organizations or any of their respective directors, officers, employees, contractors, agents or other representatives.
6.3. Upon making a claim for damages under this agreement, the Indemnified Party shall immediately provide the Indemnifying Party with a written notice of any сlaim that, in the opinion of the Indemnified Party, falls within the scope of the above sections. The indemnified Party may, at its own expense, assist in the defense if it so wishes, provided that the Indemnifying Party controls such protection and all negotiations related to the settlement of such claim, and provided that any non-monetary settlement intended to bind the Indemnified Party is not final without the written consent of the Indemnified Party.
6.4. Neither Party shall be liable to the other Party, or to any third party plaintiff, for any indirect or incidental damages, including lost profits, arising out of or related to the Contract, whether or not caused by, and whether or not such damages are known to be possible. In any event, Our liability to you or any third party plaintiff for any damages arising out of or related to the Contract, whether in connection with the Contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the aggregate payment actually made by Us for the Services within 6 months prior to the claim.
6.5.For the avoidance of doubt, nothing in this Offer and this Contract excludes or limits the liability of either Party for fraud, gross negligence, death or personal injury, or any other matter to the extent that such exclusion or limitation would be unlawful.
7. Processing of personal data
8. Term of the Agreement and its’ modification
8.1. The Contract is valid for 3 (three) years from the date of its conclusion. If by the time of termination of the Contract, neither Party has notified the other Party of its unwillingness to renew the Contract, its validity is extended for the next 3 (three) years.
8.2. Amendments (additions) to the Contracts are made by Us unilaterally by publishing a new version of the Offer on the Website. All changes (additions) made by Us to the Contract come into force and become binding on the Parties after 10 (ten) days from the date of publication of the new version of the Offer. If You do not explicitly express your disagreement with the amended terms and conditions within this period, the Agreement is valid for the Parties in the amended form.
8.3. Unless otherwise expressly stated in the amendments made by the Company, they shall apply to the relations of the Parties that arose before their entry into force.
9. Procedure for termination of the Contract
9.1. The Contract may be terminated unilaterally at the initiative of either Party.
9.2. In case of early termination, the Party must notify the other Party in writing at least fifteen (15) days in advance. After the specified period, the Parties make mutual settlements based on the Site statistics on the services provided. The Contract is considered terminated on the date of fulfillment of the obligations under mutual settlements.
9.3. Termination of the Contract terminates the obligations of the Parties under it, except for those that have not been fulfilled.
9.4. Termination of the provision of services. If We violate the terms of the Offer, You have the right to remove the Advertising Materials by sending us a notice 48 hours before the date of termination of the placement, notifying Us of the violation. If We do not resolve the violation within 48 hours, We will make calculations on the date of termination of the provision of services, and the Contract is considered terminated on this date.
10. Disputes under the Contract
10.1. All disputes arising out of or in connection with the Contract must be resolved by the Parties in a mandatory pre-trial claim procedure.
10.2. The Party that received the claim must provide a written response to it to the other Party, within 5 (five) working days from the date of receipt.
10.3. Resolution of unresolved disputes. If there is no agreement on the disputed issue, the Party that considers that its rights have been violated sends a written claim to the other Party, to which the latter is obliged to respond within 10 (ten) days from the date of receipt of the claim. If the Parties fail to resolve the dispute by means of a written claim, any dispute, dispute or claim that may arise from or in connection with the Contract, as well as its performance, violation, termination or invalidity, shall be resolved by the Dubai International Arbitration Centre (DIAC) in accordance with its arbitration rules. The arbitration court consists of a sole arbitrator. The place of arbitration is Dubai, United Arab Emirates. The language of the arbitration shall be English, unless the Parties have agreed to use other. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
11. Other Terms and Conditions
11.1. The Contract and any disputes, disagreements or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of United Arab Emirates.
11.2. All notices, changes, instructions, requirements, consents, approvals and other communications to be transmitted or delivered in accordance with the provisions of this Contract by either Party must be made in writing and shall be deemed to have been transmitted by e-mail to the contact person. All notices and other communications required or otherwise provided for in this Contract must be made in English.
11.3. A Party's failure to exercise any right or remedy does not constitute a waiver of the rights of such Party or the obligations of the other Party.
11.4 Neither Party may directly or indirectly assign or otherwise transfer its rights or obligations under this Contract in whole or in part without the express written consent of the other Party. Any assignment, transfer or attempt to assign or transfer this Contract or the rights granted therein without the written consent of the other Party is void.
11.5. You must provide the Services in accordance with the applicable laws of the jurisdiction in which the Services are provided.
11.6. The Contract is considered to have been drawn up initially in English. If necessary, it can be translated into other languages. If there is any conflict, ambiguity or discrepancy between the English version and the version in any other language, the English version shall prevail.
11.7. The Contract concluded by accepting this Offer constitutes the entire agreement between the parties regarding the subject matter of the Contract, and completely replaces any previous oral or written agreements, communications or negotiations between the Parties.
11.8. This Contract and all related documents are executed in English. All documents related to the Contract are issued in electronic form, unless otherwise expressly required by applicable law or the Contract.
11.9. You may, at your discretion, enter into separate written agreements with Us regarding the subject matter set forth in this Offer. In this case, all matters and conditions not directly covered by this Offer and the implied Contract will be governed by these written agreements. In the event of any discrepancy between the Offer and the implied Contract and the written agreement on the above subject matter, the terms of the written agreement shall prevail. If the Parties have already entered into a written agreement on the declared subject before you accepted the Offer, the written agreement shall prevail.
APPENDIX No. 1 to the OFFER to enter into a contract.
In addition to the Offer and in accordance with its terms, Truffles FZCO (hereinafter referred to as "We") recommends that you post the following documents and consent to the installation of cookies on the Resources in any form that is visible to the visitors of the Resources.
1. A COOKIE PROCESSING POLICY that specifies, at a minimum, Your use of the following types of cookies:
«Functional cookies - are used to store the options selected by the user of the site (language preferences, country or other network settings) of the site. Functional cookies may be used to offer you online services or to prevent you from being offered services that you have declined in the past. They are not transferred to third parties.
Advertising cookies - used for targeted advertising. Cookies for targeted advertising, managed by third parties, collect information about users' navigation on various websites and online services. The information collected by these cookies for targeted advertising does not personally identify the user. Advertising cookies are transmitted to third parties when the user expresses consent.
Operational and statistical cookies - collect anonymous information about how the user uses the site and its functions, about the pages and sections of the site that the user visited most often. They do not collect personal information, i.e. the information collected can be used to personalize your online experience so that certain content is shown to you. They are transferred to third parties when the user expresses consent.»
2. CONSENT FORM FOR THE INSTALLATION OF COOKIES:
I agree to the setting of statistical and operational cookies to collect and process anonymous information about how I use the site and its’ features;
I agree to the installation of functional cookies and the processing of the data received, which are used to store the Site settings I have selected, and to provide me with the individual or optimized functions I have selected;
I agree to the installation of advertising cookies, collection and processing of the received data about my interests (without identifying and identifying my identity), and the transfer of the received data to third parties to send me targeted advertising of works and services.
Please note that failure to comply with these requirements is the basis for termination of the Contract on Our part, as related to the violation of the requirements of the legislation on the processing of personal data.