Last updated: 17 December, 2024
These Advertiser Terms and Conditions (the “Advertiser Terms”), as amended from time to time, together with Privacy Policy, Cookie Policy, Terms of Use, Publisher Terms and Conditions, and any additional policies or rules published on the website or provided to you, collectively form the agreement (the “Agreement”) governing the relationship between Skyforge Digital AG, which has its registered office at Chamerstrasse 176, 6300 Zug, Switzerland, under registration number CHE-481.990.668, (referred to as the "Tacolo.co"), and you, the advertiser (“you”, “your”, or “Advertiser”). Each entity referred to in this Agreement shall be identified individually as a "Party" and collectively as the "Parties." By accessing the website at https://tacolo.co (the “Website”) or utilizing the services provided through the Website (the “Service” or “Services”), you confirm that you have read, understood, and agreed to these Advertiser Terms, as well as all other applicable rules and policies posted on the Website. Use of the Website and Services constitutes your acceptance of this Agreement. If you do not fully accept these Advertiser Terms and Conditions, you are prohibited from: a) engaging with the Website in any manner or form; b) accessing or using the Service; or c) registering as an Advertiser.
1. ELIGIBILITY AND AUTHORITY
By accessing, viewing, or using any of the Services or the Website, you confirm and warrant the following:
1.1. You are at least 18 years old or have reached the age of majority as defined by the laws of your state or country of residence, whichever is higher.
1.2. If you are accessing the Services on behalf of a legal entity, you represent and warrant that you have the authority to act on behalf of that entity and to legally bind it to the terms of this Agreement. Failure to meet these requirements may result in the restriction or termination of access to the Website and Services.
2. ACCOUNT
2.1. To access certain features or services on our Website, you may be required to create an account. By registering for an account, you agree to provide accurate, complete, and up-to-date information during the registration process. Additionally, you agree to promptly update this information to maintain its accuracy and completeness as necessary. As part of the registration process, you must confirm your email address. Failure to confirm your email may result in limited access to certain features or Services provided by the Website.
2.2. The Tacolo.co, at its sole discretion, may verify or validate the accuracy of any registration details submitted by the Advertiser. The Tacolo.co may, from time to time, request the account holder to complete an approval process, which may include providing additional details regarding promotional methods, identity verification, or participating in an interview with a Tacolo.co representative. The Advertiser acknowledges and agrees that Tacolo.co may, at any time, request Know Your Customer (KYC) verification, payment details, and supporting documentation to confirm the Advertiser's identity and compliance with applicable regulations. Tacolo.co may engage a third-party service provider to conduct KYC verification. Failure to comply with such requests, including providing the necessary documentation to the third-party service provider, may result in suspension or termination of the Advertiser’s Account and forfeiture of any remaining balance.
2.3. The Advertiser agrees to provide truthful, accurate, and complete information regarding their identity and location and to refrain from using fake names, aliases, or pseudonyms to conceal their identity or contact information. The Advertiser also agrees to keep their contact information current and to promptly notify Tacolo.co of any changes to this information.
2.4. In the event that Tacolo.co or a third-party payment provider requests that the Advertiser verify their identity and location, the Advertiser agrees to respond within two (2) business days and provide valid proof of identity and location. Should the Tacolo.co, in its sole discretion, determine that the Advertiser’s registration information is inaccurate, misleading, or untruthful, the Tacolo.co may restrict, deny, or terminate the Advertiser’s account and access to the Service. The Tacolo.co also reserves the right to suspend or terminate Your account if any information provided during the registration process or thereafter is found to be false, inaccurate, or misleading, or if Your use of the account violates these Advertiser Terms and Conditions.
2.5. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Tacolo.co of any unauthorized use of your account or any other security breach. The Advertiser acknowledges that their account is intended solely for their use and shall not allow others to access it, nor use another person’s or entity’s account for their own purposes. The Advertiser is only permitted to create one (1) account under their own identity details. Any additional accounts must receive prior written approval from a Tacolo.co representative. If Tacolo.co determines that multiple accounts have been created by the same individual or legal entity with the intention of misleading or deceiving the Tacolo.co or its partners, the Tacolo.co reserves the right to restrict, deny, or terminate such accounts. We may accept or reject your account registration at any time at our sole discretion for any reason.
3. SERVICES
3.1. The Tacolo.co operates an advertising platform designed to enable Advertisers via tools for campaign management to manage Advertising Campaigns and place the advertisements on third-party internet pages and other online resources by customizing features available for choice in the application form (the “Platform”). Upon the creation of an Advertising Campaign, each Advertising Campaign undergoes a review process conducted by Tacolo.co to ensure compliance with its established requirements. The Tacolo.co retains the exclusive right to reject any Advertising Campaign at its discretion without obligation to provide a justification.
3.2. If the Advertiser modifies the characteristics of an existing Advertising Campaign, including but not limited to its content, targeting parameters, or pricing, the campaign may, at the sole discretion of Tacolo.co, be subjected to a new moderation process. Tacolo.co reserves the exclusive right to accept or reject the modified campaign without providing a justification for its decision.
3.3. Advertising Campaigns that successfully pass the moderation process will proceed to the auction stage. The Advertiser agrees to utilize the Platform for placing and managing advertisements for their products and services on a cost-per-click (CPC) basis. Under this model, and/or under additional terms mutually agreed upon by the Parties, the Advertiser compensates for specified clicks or other conversions.
3.4. While the Tacolo.co provides the necessary infrastructure for the Advertiser to execute Advertising Campaigns, it does not guarantee specific outcomes. This includes, but is not limited to, (i) the placement, positioning, or timing of any advertisement, and (ii) the number of impressions, publications, conversions, or clicks an advertisement may receive on third-party websites or other online platforms. The performance of any Advertising Campaign is subject to various factors, such as market conditions, targeting parameters, and the appeal of the Advertiser’s offer.
4. DEFINITIONS
4.1. For the purposes of this Agreement, the following definitions are used by the Parties unless otherwise specified:
4.1.1. Advertiser means any individual, company, or entity registering with Tacolo.co to access its Website or platform for the purpose of promoting its products, services, or brand. This includes, without limitation, any parent companies, owners, subsidiaries, publishers, predecessor or successor entities, as well as any authorized agents, media buyers, or agencies acting on behalf of themselves or third parties. The term also encompasses officers, directors, employees, or other representatives involved in running Advertising Campaigns through the Platform.
4.1.2. Advertising Campaign means a series of actions and strategies implemented by the Advertiser with the aim of driving traffic to the Advertiser’s or its affiliate’s website, increasing sales, and/or attracting new customers.
4.1.3. Content means all advertising materials, including but not limited to ad creatives, related technology, and tracking tags, provided by the Advertiser and utilized as part of the Services governed by these Advertiser Terms.
4.1.4. Tacolo.co’s Publisher means any individual, company, or legal entity that takes part in the Tacolo.co's publisher program by marketing and promoting the Advertiser's products, services, or platform through their own marketing channels.
4.1.5 User(s) means a user of the Advertiser’s website(s).
4.1.6 Web page means a distinct and integral part of a website, represented as a document on the Internet generated from HTML. It is identified by a unique address (URL) and contains various types of information, such as text, graphics, and multimedia files. Unless otherwise specified, the term “website” refers to an information resource on the Internet with a unique URL, consisting of interconnected web pages, thematically organized, and intended for publishing information via the Internet.
4.2. Other terms not defined in this Section will be interpreted in accordance with market practices. In case of any discrepancies or disputes regarding the interpretation of definitions, the Parties agree to rely on commonly accepted market practices and applicable standards in the field of digital advertising.
5. OWNERSHIP OF INTELLECTUAL PROPERTY
5.1. "Intellectual Property Rights" refers to copyrights, patents, know-how, trade secrets, trademarks, service marks, trade names, trade dress, associated logos, design rights, rights in get-up, database rights, chip topology rights, mask works, utility models, domain names, website addresses, and similar rights. This also includes all rights in copyrightable works, moral rights, and rights to confidential information (such as know-how and trade secrets), whether registered or not, and includes any applications to protect or register such rights. It also encompasses all renewals and extensions of such rights or applications, whether vested, contingent, or future, along with all copies and tangible embodiments of any of the aforementioned in any form, including electronic media.
5.2. As between the Parties, the Tacolo.co and/or its licensors (if applicable) retain all rights, title, and interest, including the Tacolo.co’s Intellectual Property Rights, in and to all components of the Tacolo.co's Website and any modifications, enhancements, improvements, and/or derivatives to any of the foregoing. Additionally, the Tacolo.co’s Confidential Information is included in these rights. All rights not expressly granted to the Advertiser under this Agreement are reserved to the Tacolo.co and its licensors (if applicable). If Tacolo.co engages publishers and/or advertisement distributors to perform services under this Agreement, the Parties acknowledge that such publishers, distributors, and/or their licensors (if applicable) retain all rights, title, and interest, including Intellectual Property Rights, in and to their own websites and any modifications, enhancements, improvements, and/or derivatives to those websites.
5.3. As between the Parties, the Advertiser and its licensors (if applicable) retain all rights, title, and interest, including all Intellectual Property Rights, in and to the Advertiser's proprietary products/services, Advertising Campaign, Content, websites, and any modifications, enhancements, improvements, and/or derivatives directly created by the Advertiser. This includes, but is not limited to, the Advertiser's Confidential Information (as defined below). All rights not expressly granted to Tacolo.co under this Agreement are reserved to the Advertiser and its licensors (if any). Nothing in this Agreement shall limit the Tacolo.co’s right to use these materials as specifically permitted under the terms of this Agreement.
5.4. Nothing in this Agreement shall be interpreted as a transfer or assignment of any Intellectual Property Rights between the Parties. Each Party acknowledges and agrees that the Intellectual Property Rights of the other Party will remain solely and exclusively with that Party.
6. RIGHTS AND RESPONSIBILITIES
6.1. The Advertiser’s Rights
The Advertiser is entitled to access and use the Tacolo.co Platform for the purpose of creating, managing, and monitoring Advertising Campaigns in accordance with the terms of this Agreement.
6.2. The Advertiser’s Responsibilities
6.2.1. The Advertiser shall designate an authorized representative to handle matters related to the rendering of Services under the Agreement.
6.2.2. The Advertiser shall deposit funds into their Advertiser Account in advance, ensuring a minimum initial deposit of $100 USD, in accordance with the terms outlined in the Agreement.
6.2.3. The Advertiser shall provide Tacolo.co with all necessary information and materials required for the fulfillment of the Agreement. The Advertiser must promptly notify Tacolo.co of any changes to the information or materials previously provided. The Advertiser acknowledges that failure to provide or properly configure the necessary information and materials may affect the accuracy and quality of the Services, for which Tacolo.co shall not be held liable.
6.2.4. The Advertiser shall supply the Tacolo.co with the Advertising Campaigns (technical information, and assistance required to establish a link to the Advertiser’s website. This must be done in accordance with the Tacolo.co’s guidelines and instructions, which may be updated from time to time.
6.2.5. The Advertiser bears sole responsibility for ensuring that the content of the Advertising Materials and Advertising Campaigns complies with all applicable laws, regulations, and ethical standards. The Tacolo.co shall not be held liable for any claims, damages, or penalties arising from the use or distribution of the Advertising Campaigns and Advertising Materials.
6.3. The Tacolo.co’s Rights
6.3.1. The Tacolo.co reserves the right to refuse acceptance and placement of any Advertising Campaigns at its sole discretion. Additionally, Tacolo.co may refuse the placement of any Advertising Campaigns if the advertised activity is reasonably suspected to violate the law, contains any signs of inappropriate advertising or clearly does not conform to generally accepted moral and ethical standards.
6.3.2. The Tacolo.co is entitled to engage third parties to provide Services or perform works under the Agreement, including but not limited to advertisement distributors and Publishers.
6.3.3. The Tacolo.co may unilaterally suspend the provision of Services if there is a failure in the operation of the tracking system, integration mechanism, or related technical functionality. Such suspension may last until the circumstances surrounding the issue are clarified and resolved.
6.4. The Tacolo.co’s Responsibilities
6.4.1. The Tacolo.co shall provide the necessary infrastructure that ensures the permanent and accurate management of Advertising Campaigns and shall refrain from taking any intentional actions that could disrupt or impair the proper functioning of these systems.
6.4.2. The Tacolo.co shall provide statistical information via the Advertiser’s account. The Advertiser acknowledges and agrees that, since Tacolo.co does not own the websites where the Advertising Campaigns are placed, it cannot control the content of the posted information. As a result, Tacolo.co shall not be held liable for any failure to enforce restrictions on the types of information posted by website owners.
7. USE OF ADVERTISING CAMPAIGNS AND MATERIALS
7.1. The Advertiser hereby grants Tacolo.co and its publishers a sublicensable, non-exclusive, royalty-free, worldwide license and right to reproduce, use, display, perform, transmit, modify, copy, and distribute the Advertisement, including all content, trademarks, images, trade names, and brand features (collectively referred to as the "Advertising Material"), as well as any trademark, logo, and graphics belonging to the Advertiser, in accordance with the terms outlined in this Agreement. The Advertiser warrants that it possesses all necessary rights, licenses, and permissions to grant the rights specified above and agrees to indemnify and hold Tacolo.co harmless from any claims or liabilities that may arise from such use.
7.2. The Tacolo.co reserves the right to edit or modify the Advertising Campaigns and/or the Advertising Materials solely to ensure compliance with technical standards, without altering the substantive content of the materials. Additionally, Tacolo.co retains the right to reject, suspend, or cancel any Advertising Campaign or Advertising Material at any time if, in the opinion and discretion of Tacolo.co, the material is deemed unsuitable or inappropriate for publication for any reason. The Tacolo.co also reserves the right to reject, suspend, postpone, or cancel any advertisement that may expose the Tacolo.co to criminal or civil liability, or any other form of liability, or that may damage its reputation. The Tacolo.co may also refuse, reject, suspend, or cancel any Advertising Campaign if it is considered offensive or objectionable. Any rejection, suspension, or cancellation of Advertising Materials or Advertising Campaign in accordance with this provision shall not entitle the Advertiser to claim damages or reimbursement.
7.3. The Tacolo.co does not guarantee the placement, positioning, or timing of the delivery of any Advertising Campaign, nor does it guarantee the specific quantity or quality of traffic, publications, conversions, or clicks associated with the Advertising Campaign and Advertising Materials. The timing, positioning, and distribution of Advertising Materials for any Advertising Campaign shall be at the sole discretion of Tacolo.co unless specific details regarding timing, positioning, and distribution are mutually agreed upon by the Parties. The Tacolo.co shall not be liable for any delays or deviations in the timing, positioning, or distribution of the Advertising Campaign caused by third-party factors or technical issues.
7.4. The Advertiser is solely responsible for (i) all content created by or on behalf of the Advertiser; (ii) any properties to which such content directs users, including, but not limited to, the content of domains or landing pages accessed via the content's URLs; and (iii) the Advertiser’s services. To avoid any doubt, Tacolo.co shall not be liable for the content of Advertising Materials provided by the Advertiser or created and used by Tacolo.co's Publisher. The Tacolo.co disclaims all liability for any direct or indirect, foreseeable or unforeseeable damages that may arise from the inappropriateness or unlawfulness of the Advertising Campaign and the Advertising Materials. The Advertiser shall be solely responsible for ensuring that the Advertising Campaign and the Advertising Materials comply with all applicable laws, regulations, and ethical standards. The Advertiser expressly agrees to indemnify and hold Tacolo.co's and its publishers harmless from any claims, damages, penalties, or liabilities resulting from the use, publication, or distribution of the Advertising Campaign and the Advertising Materials.
8. PAYMENTS TERMS
8.1. All statistics for the purposes of billing and general delivery reporting are based on Tacolo.co’s reporting system. The prices and rates for the Advertising Campaigns are determined based on the chosen pricing model, frequency of impressions, ad placements, number of acquisitions, targeted GEOs, and other applicable campaign parameters.
8.2. Before using the Service provided by Tacolo.co the Advertiser shall make a deposit of funds to its Advertiser Account in advance. The minimum amount of initial deposit is $100 US Dollars. Before replenishing the account, the Advertiser must fill in the billing information, including name, surname, and address. Tacolo.co enables Advertisers to make payments through various payment service methods, including card payments or payment systems, depending on the options available in the payment section of your Account. The payment shall be made in the currency of US Dollars. However, the Advertiser acknowledges and agrees that Tacolo.co assumes no responsibility for the actions or policies of the selected payment service provider, including, but not limited to, additional transaction fees, banking commissions, or currency conversion charges associated with the transaction. All payments made to Tacolo.co do not include any such fees or commissions, where applicable, and the Advertiser remains solely responsible for covering these costs. If such fees or commissions arise during transactions, the amount credited to the Advertiser's balance will be reduced accordingly.
8.3. You acknowledge and agree that setting limitations on the Advertising Campaigns budget and spending for Advertising Campaigns is solely your responsibility. In the event that the funds in the Advertiser’s account are depleted, all active Advertising Campaigns may be suspended immediately unless specific spending limits have been applied. Spending limitations set by the Advertiser are not legally binding on Tacolo.co, and Tacolo.co assumes no responsibility for any expenditures exceeding the designated budget. It is the Advertiser's duty to monitor and manage their account balance and Advertising Campaigns spending at all times.
8.4. Tacolo.co reserves the right to adjust the Advertiser’s account balance under the following circumstances: (i) to account for the payment of bonuses; (ii) to deduct transaction fees; (iii) to address technical corrections or discrepancies; (iv) to account for fraudulent activity or misuse; (v) upon mutual agreement between the Parties.
8.5. Each Party shall be solely responsible for its own taxes, duties, and any other governmental charges, as well as any penalties and interest arising from the payment under this Agreement.
8.6. Payments under this Agreement are non-refundable unless specifically agreed otherwise in writing by the Tacolo.co. Refunds and compensations may only be requested through a written submission sent to the designated email address provided by Tacolo.co. The request must include a detailed explanation of the reasons, supported by any relevant evidence or documentation to substantiate the claim.
8.7. Refunds and compensations will only be considered under the following circumstances:
- If it is determined that a technical error occurred due to a fault in Tacolo.co's systems or Services, such as inaccuracies in Advertising Campaign delivery, improper billing, or malfunction of the Platform’s tools;
- If it is proven that fraudulent traffic, such as automated bots, invalid clicks, or other deceptive practices, significantly impacted the Advertiser’s Campaign.
8.8. Tacolo.co reserves the right to conduct an internal audit to verify the validity of the refund or compensation request and confirm whether a technical error or fraudulent activity occurred. If the claim is substantiated by the Platform, the refund or compensation will be processed by crediting the Advertiser’s account within thirty (30) working days.
8.9. Refunds and compensations will not be issued for errors or downtime related to the Advertiser’s website or any third-party websites.
8.10. Any remaining balance in the Advertiser’s account may be refunded within thirty (30) working days, provided the account termination is not due to a breach of these Advertiser Terms by the Advertiser and is approved by the Tacolo.co. In such cases, a commission fee equivalent to 10% of the refund amount (but no less than $20 US Dollars) will be deducted.
8.11. All refunds and compensations will be processed through the original payment method used by the Advertiser. If a refund or compensation via the original payment method is not feasible, the Advertiser is required to contact Tacolo.co 's support team for further assistance. In such cases, the refund or compensation process will be handled on a case-by-case basis to identify and implement an alternative solution.
9. REPRESENTATIONS, WARRANTIES, AND COVENANTS
9.1. Without limiting or derogating from the representations, warranties, or covenants of the Advertiser set forth herein, the Advertiser hereby represents and warrants to the Tacolo.co that:
(a) it has the full right, power, and authority to enter into this Agreement;
(b) this Agreement constitutes a valid and binding obligation of the Advertiser;
(c) it has obtained and will maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals, and consents required to enter into and perform its obligations hereunder, ensuring compliance with all applicable laws, rules, and regulations;
(d) it owns or holds sufficient rights in the technology, products, services, and content necessary to fulfill its obligations under this Agreement, and such rights will not infringe on any third-party copyrights, trademarks, patents, or other proprietary rights;
(e) there is no action, suit, or legal proceeding pending or, to its knowledge, threatened against it that could materially impair its ability to operate its business as contemplated by this Agreement, or that could adversely affect its financial condition or operations;
(f) it will comply with all laws and regulations applicable to Internet advertising, including but not limited to the Children's Online Privacy Protection Act, the Can-Spam Act, the Federal Trade Commission Act, the Digital Millennium Copyright Act, General Data Protection Regulation (GDPR), Unfair Commercial Practices Directive, Consumer Rights Directive, and ePrivacy Directive. The Tacolo.co shall not be held liable for any breaches of representations, warranties, or covenants made by the Advertiser.
9.2. The Advertiser further represents and warrants that:
9.2.1. The Advertising Material and/or Advertising Campaign and/or the Advertiser’s website do not contain: (i) any misrepresentations or content that is defamatory or violates privacy or publicity rights; (ii) any pornography, child pornography, or links to such content; (iii) links to software piracy or illegal activities; (iv) links to any form of illegal activity (e.g., bomb-making instructions, hacking, etc.); (v) content that violates any applicable law or regulation, particularly regarding sweepstakes, lotteries, betting, gambling, promotions, or other regulated activities; (vi) gratuitous displays of violence, obscene or vulgar language, abusive content, or content that endorses or threatens physical harm; (vii) content promoting hate speech, including racial, political, ethnic, religious, gender-based, sexuality-based, or personal hate; (viii) false or deceptive advertising or any machine-readable code, including but not limited to malware, viruses, Trojan horses, or other self-executing programs, or harmful code that could damage users or disrupt or impair the operation of the Tacolo.co’s or any third party’s systems.
9.2.2. The Advertiser’s website and/or Advertising Material and/or Advertising Campaign do not participate in or transmit inappropriate newsgroup postings or unsolicited emails (spam);
9.2.3. All content, including third-party content, used in the Advertising Material and/or Advertising Campaign and/or the Advertiser’s website complies with applicable laws, does not infringe third-party rights, and adheres to the standards outlined in this Agreement;
9.2.4. All data collected through the Advertising Material and/or Advertising Campaign and/or the Advertiser’s website is obtained and processed in accordance with applicable data protection and privacy laws, including the GDPR and similar laws where applicable.
9.3. During the term of this Agreement, the Advertiser shall maintain a privacy policy that complies with current industry standards and applicable laws and shall prominently display such policy on its website. The Advertiser’s collection of user information shall be limited to the extent permitted by the privacy policy of the applicable website and in full compliance with applicable laws and regulations.
10. INDEMNITY
10.1. The Advertiser (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless Tacolo.co, its publishers, group companies, officers, directors, employees, agents, independent contractors, service providers, licensors, affiliates, and publishers (collectively referred to as the "Indemnified Party"), at its own expense, against any claims, actions, damages, and costs (including but not limited to attorneys' fees and related expenses) arising from or related to:
(i) any claim that the Advertiser's property, including but not limited to services, technology, products/services, and Advertising Material and Advertising Campaign (collectively referred to as the "Infringing Property"), infringes upon the intellectual property rights of third parties or violates applicable laws or regulations;
(ii) the content or subject matter of the Advertising Material and/or Advertising Campaign that leads to any claims, causes of action, or results in actual damages or losses;
(iii) the Advertiser’s breach of any representation or warranty set forth in this Agreement (collectively referred to as the "Claim"); or
(iv) any third-party claims arising from the use of any data provided by the Advertiser, including, but not limited to, Advertiser data.
10.2. In the event a Claim is brought against the Indemnified Party, the Indemnified Party shall notify the Indemnifying Party of the Claim as soon as reasonably possible. However, failure by the Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement. The Indemnifying Party may not settle, compromise, or adjust any Claim brought against the Indemnified Party without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld.
10.3. In the event a Claim of infringement is brought, or if the Indemnifying Party believes such a Claim may arise, the Indemnifying Party has the option, at its own expense, to: (i) modify the Infringing Property to avoid the alleged infringement; (ii) obtain, at no cost to the Indemnified Party, a license allowing the continued use and display of the Infringing Property in accordance with this Agreement; or (iii) request that the Indemnified Party immediately remove the Infringing Property from the applicable websites.
10.4. Notwithstanding the indemnification obligations, the Indemnified Party may choose to assume control of the defense of any claim or liability. In such case, the Indemnifying Party shall fully cooperate with the Indemnified Party in any legal proceedings or disputes.
11. PRIVACY POLICY OBLIGATIONS FOR ADVERTISERS
11.1. In the event the Advertiser operates, manages, or otherwise exercises control over the website, the Advertiser must ensure that its website(s) feature a privacy policy that is easily accessible, with a clear link from the home page. The privacy policy must explicitly indicate its availability and detail the types of personal information the Advertiser collects. This includes, but is not limited to, cookies, tracking technologies, and any other data gathered through advertising activities. The policy must specify the purposes for which the data will be used, such as targeting advertisements, measuring campaign performance, and delivering personalized content. Additionally, it must disclose whether data is shared with third parties, including publishers or data processors, and explain how users can opt out of certain data collection methods. The policy should also outline the process for users to access, correct, or request the deletion of their personal data and describe how users will be notified of any significant changes to the privacy policy.
11.2. In the event the Advertiser operates, manages, or otherwise exercises control over the website, the Advertiser must ensure compliance with all relevant privacy laws, including, but not limited to, the California Online Privacy Protection Act (“CalOPPA”), the Children’s Online Privacy Protection Act (COPPA), the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and any other applicable legislation. The Advertiser must clearly and transparently inform users of their data rights. The Advertiser is obligated to fully adhere to the privacy policy consistently posted on its website(s). In the event of any changes to the privacy policy, the Advertiser must provide the Tacolo.co with written notice at least three (3) business days in advance.
11.3. If the Advertiser acts on behalf of third parties, the Advertiser is responsible for notifying those third parties of their obligations to comply with applicable laws and regulations, including, but not limited to, the California Online Privacy Protection Act (CalOPPA), the Children’s Online Privacy Protection Act (COPPA), the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and any other relevant legislation, as well as for ensuring continuous monitoring of their compliance.
12. DISCLAIMER
12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TACOLO.CO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (WHETHER IN FACT OR BY OPERATION OF LAW), CONCERNING THE SERVICES IT PROVIDES UNDER THIS AGREEMENT. THE TACOLO.CO'S SERVICES AND WEBSITE ARE PROVIDED TO THE ADVERTISER "AS IS" AND "AS AVAILABLE," AND THE TACOLO.CO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, CONDUCT, OR TRADE CUSTOM, AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT. THE TACOLO.CO SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS IN CONNECTION WITH THE SERVICES PROVIDED. THE TACOLO.CO DOES NOT GUARANTEE THAT THE ADVERTISER OR ANY THIRD PARTY WILL BE ABLE TO ACCESS ITS WEBSITE OR ANY THIRD-PARTY WEBSITES WHERE THE ADVERTISER'S API IS LOCATED AT ANY SPECIFIC TIME.
12.2. THE TACOLO.CO SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACTIONS, CONTENT, OR OPERATIONS OF PUBLISHERS, INCLUDING BUT NOT LIMITED TO THE SITES OR SERVICES THEY PROVIDE. PUBLISHERS OPERATE INDEPENDENTLY AND ARE NOT AGENTS, EMPLOYEES, OR REPRESENTATIVES OF THE TACOLO.CO.
12.3. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA СIVIL СODE, WHICH STATES THAT A GENERAL RELEASE DOES NOT COVER CLAIMS THAT THE RELEASING PARTY IS UNAWARE OF, AND IF KNOWN, COULD HAVE MATERIALLY AFFECTED THE SETTLEMENT. IN JURISDICTIONS WHERE IMPLIED WARRANTIES CANNOT BE EXCLUDED, OR WHERE LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES CANNOT BE LIMITED OR EXCLUDED, TACOLO.CO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. LIMITATION OF LIABILITY
13.1. Under no circumstances shall the Tacolo.co be liable to the Advertiser or any third party for any indirect, incidental, special, consequential, punitive, or tort damages of any kind whatsoever, including, but not limited to, lost profits, loss of goodwill, arising out of or in connection with this Agreement or the use or performance of the Services, Website, or otherwise, whether such liability is based on contract, warranty, tort (including negligence), service liability, or any other theory of liability, even if the Tacolo.co has been advised of the possibility of such damages. In addition, Tacolo.co shall not be liable for any failure of publishers to comply with applicable laws, regulations, or contractual obligations. The Tacolo.co disclaims all responsibility for any unauthorized, fraudulent, or malicious activities carried out by publishers.
13.2. Due to the use of third-party computer equipment, communication channels, and/or software, the Parties agree that the Tacolo.co shall not be liable for any delays, interruptions, direct or indirect damages resulting from electronic or mechanical equipment or software defects, or any technical difficulties, actions or inaction of third parties, data transmission or connectivity issues, or power failures arising through no fault of the Tacolo.co.
13.3. The Advertiser shall be fully liable for ensuring that the Advertising Material and Advertising Campaign complies with all applicable legislation. The Advertiser warrants to Tacolo.co that it is not engaged in any unlawful business practices or propaganda.
13.4. The scope of the Tacolo.co’s liability under this Agreement shall be limited to the cost of services provided during the reporting period in which a failure to perform by the Tacolo.co results in loss sustained by the Advertiser. Only actual damages shall be rectified. The Advertiser understands and agrees that Tacolo.co cannot guarantee that the Advertising Campaign will achieve specific results, as campaign performance is directly influenced by internet user activity. Projections are based on statistical data and are inherently probabilistic. The Advertiser acknowledges and agrees that Tacolo.co shall not be held liable for any failure to meet projected campaign performance estimates.
13.5. Any disputes regarding the quality of traffic provided by Tacolo.co must be raised within 10 (ten) calendar days after the end of the reporting period in which the questionable traffic was provided. The Tacolo.co shall consider deductions in good faith only if declared within the above terms and supported by a detailed fraud report. The fraud report must include verifiable evidence to substantiate claims of fraudulent activity, including specific data, logs, and other acceptable evidence. Claims lacking such evidence shall be considered invalid. The Tacolo.co has the sole discretion to determine whether the evidence meets the required standard for deductions or adjustments. If the evidence is deemed insufficient, no deductions shall be made, and all traffic shall be considered valid and payable. Any disputes, claims, or objections not within the terms of this clause shall be voided, and all traffic shall be paid for. Additionally, Tacolo.co shall not be liable for any indirect, incidental, consequential, or punitive damages arising from traffic provision or traffic quality assessment, including but not limited to loss of revenue, business, or reputation. The Advertiser agrees to hold Tacolo.co harmless from third-party claims regarding traffic quality.
13.6. The Tacolo.co shall not be responsible for resolving any claim or dispute between the Advertiser and a third party. Any disputes between the Advertiser and a third party shall be handled solely by the Advertiser and the third party. The Advertiser agrees that Tacolo.co has no obligations or liability arising from such disputes.
13.7. Both Parties acknowledge and agree that they entered into this Agreement in reliance on the disclaimers and limitations of liability stated herein, which form a material part of this Agreement and fairly represent the allocation of risk as agreed between the Parties. These limitations shall apply even if the essential purpose of any remedy is found to have failed.
13.8. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, and as such, the limitations above may not apply to you. In such cases, the Tacolo.co's liability shall be limited to the maximum extent permitted by law.
14. CONFIDENTIAL INFORMATION
14.1. Either Party (hereinafter referred to as the "Disclosing Party") may, from time to time, disclose to the other Party (hereinafter referred to as the "Receiving Party") certain information related to the Disclosing Party's business, customers, publishers, subsidiaries, agents, or employees; business and marketing plans, strategies, methods, and processes that are not standard industry practice or are not generally known in the industry or to the public; or studies, charts, plans, or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (collectively referred to as "Confidential Information"). The Disclosing Party and Receiving Party agree and acknowledge that such Confidential Information will be provided solely at the Disclosing Party’s discretion, and nothing in this Agreement obligates the Disclosing Party, its directors, agents, or employees to disclose or grant access to any Confidential Information to the Receiving Party. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party agrees:
(a) to use the Confidential Information solely for the purposes expressly outlined in this Agreement;
(b) that no Confidential Information will be disclosed to any third party, publisher, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party.
The Receiving Party acknowledges that the Disclosing Party retains sole ownership of all rights, title, and interest in the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or reproduced without the express prior written consent of the Disclosing Party, except for one (1) backup copy made for archival purposes.
14.2. Each Party agrees to limit access to the Confidential Information to its officers, directors, employees (including those of its related bodies corporate) (collectively referred to as "Employees"), and employees of other contractors or consultants it retains (including those retained by its related bodies corporate) who have a "need to know," have been instructed about the confidential nature of such information, and are bound by written confidentiality obligations that are at least as stringent as those imposed on the Parties. Each Party shall be liable to the other Party in the event that any of its Employees or any employees of contractors or consultants breach these confidentiality obligations. Upon termination of this Agreement for any reason, or upon the request of the Disclosing Party, the Receiving Party shall return all Confidential Information in its possession, in any form, to the Disclosing Party or, at the Disclosing Party's discretion and request, destroy the Confidential Information and certify the destruction to the Disclosing Party.
14.3. The obligations and undertakings of each Party under this Section shall not apply to any information that the Receiving Party can demonstrate to have:
(a) become publicly known through no action on the part of the Receiving Party;
(b) been known by the Receiving Party prior to receipt, as evidenced by the Receiving Party’s written records;
(c) been independently developed by the Receiving Party, as demonstrated by the Receiving Party’s written records;
(d) been approved for public release by the written authorization of the Disclosing Party;
(e) been rightfully obtained by the Receiving Party from third parties authorized to disclose it without restriction; or
(f) been required to be disclosed by law or to a competent court, government, or regulatory body with the right to demand such disclosure, provided that the Disclosing Party is immediately notified of the required disclosure and is given the opportunity to seek a protective order.
14.4. Unless Tacolo.co has provided prior express written consent, the Advertiser shall keep the terms of this Agreement strictly confidential and may not disclose them to any third party without authorization.
14.5. The Confidential Information provision shall survive the termination of this Agreement for a period of three (3) years.
15. RESTRICTION ON SOLICITATION
15.1. During the term of this Agreement and for a period of one (1) year following its termination, the Advertiser agrees not to take any action that would undermine the business standing or goodwill of the Tacolo.co. Specifically, the Advertiser shall not, either directly or indirectly: (a) solicit, entice, or attempt to solicit or entice any employee of the Tacolo.co to enter into employment or service with the Advertiser or with any competitor of the Tacolo.co; or (b) enter into any agreement or contract, whether written or otherwise, with any publisher of the Tacolo.co, without the prior written consent of the Tacolo.co.
15.2. The Advertiser acknowledges and understands that Tacolo.co has invested significant resources in establishing its publisher network and in providing services for the benefit of its clients. In the event of a breach of this section by the Advertiser, the Advertiser agrees to pay the Tacolo.co liquidated damages in an amount equal to the total amount paid by the Advertiser to the Tacolo.co during the 6 (six) billable months immediately preceding the breach. The liquidated damages described herein do not preclude Tacolo.co from seeking injunctive relief or other remedies available under law.
16. FORCE MAJEURE EVENTS
16.1. In the event of force majeure circumstances, including but not limited to fires, floods, earthquakes, natural disasters, acts of God, strikes, governmental restrictions, substantial power outages, damage to the server where Advertising Campaigns are stored, or any other events beyond the reasonable control of the Parties, the performance of this Agreement shall be suspended for the duration of such circumstances.
16.2. If such force majeure circumstances persist for longer than two (2) months, either Party shall have the right to terminate this Agreement by providing the other Party with five (5) days' prior written notice, provided that all payment obligations are settled within reasonable timeframes. In such an event, the Agreement shall be considered terminated, and neither Party shall be entitled to claim compensation for any losses from the other Party, except as specified in Section 10 (Indemnity).
16.3. The Party affected by force majeure circumstances shall promptly notify the other Party of the occurrence and cessation of such circumstances within 3 (three) business days. Failure to provide timely notification shall forfeit the affected Party’s right to invoke force majeure as an excuse for non-performance of its obligations under this Agreement.
17. TERMINATION
17.1. This Agreement shall become effective upon the date of adoption by Advertiser terms of this Agreement or in the absence of its signature, the date when the Advertiser sets up an Advertiser Account with Tacolo.co and shall remain in full force and effect until it is terminated in accordance with the provisions set forth herein. If Tacolo.co does not provide the Services for any period during the term of this Agreement, such non-performance shall not be deemed a breach of the Agreement, nor shall it result in any loss or damage to the Advertiser. Either Party may terminate this Agreement without providing any reasons for such termination, by giving three (3) working days' prior written notice to the other Party. In the event of such termination, any amounts, fees, commissions or compensations owed by the Advertiser shall be settled within fifteen (15) business days from the date of the termination's effectiveness.
17.2. The Tacolo.co may immediately terminate this Agreement by providing written notice to the Advertiser if it determines that the Advertiser has breached any of the terms of this Agreement. Additionally, the Tacolo.co may terminate if it believes the Advertiser has acted or managed the Advertising Campaign in a manner that:
(a) violates or contravenes applicable laws, regulations, or rules;
(b) is defamatory, obscene, misleading, deceptive, fraudulent, or otherwise inappropriate; or
(c) could harm the good reputation of Tacolo.co, its directors, affiliates, or any other individual or entity for which Tacolo.co is legally responsible.
17.3. The Tacolo.co may also unilaterally terminate the Agreement without judicial proceedings in the following circumstances: (a) the Advertiser utilizes the Service in a manner that constitutes a criminal offense; (b) the Advertiser’s use of the Service results in losses or poses a risk of loss to Tacolo.co; (c) it is reasonably suspected that the Advertising Campaign violates applicable laws; (d) the Advertiser, despite reminders, fails to pay agreed fees or any other due amounts to Tacolo.co within the stipulated timeframe; (e) the Advertiser materially breaches any terms of this Agreement; or (f) the Advertiser is declared insolvent, undergoes liquidation, or otherwise demonstrates insolvency.
In such cases, Tacolo.co reserves the right to immediately block the Advertiser’s account and impose a fine by withholding any remaining funds in the account.
17.4. This Agreement will be terminated if the Advertiser’s Account remains inactive for more than three (3) months. Upon logging into an inactive account, you will receive a notification stating that your account has been blocked due to "Inactive Account Status." Following deactivation, you will have ninety (90) calendar days to restore your account. To reactivate, you must log in and complete the required steps outlined in the notification. If your account is not reactivated within ninety (90) calendar days, it will be permanently deleted without the possibility of restoration. If your account balance is zero ($0 US Dollars), the system will automatically block your account unless otherwise agreed upon by the parties. If your account balance exceeds zero ($0 US Dollars), the remaining funds will be fully deducted from your account.
17.5. Survival. All representations, warranties, and provisions that, by their nature, are intended to survive the termination of this Agreement shall remain in effect, including, but not limited to, sections 5 (Ownership of Intellectual Property), 10 (Indemnity), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Confidential Information), 15 (Restriction on Solicitation), and Clause 17.5 (Survival).
18. THIRD-PARTY LINKS
18.1. Our Website may include advertisements, promotions, and links to third-party websites or resources, as well as non-commercial references to third parties within its content. We do not accept responsibility for the availability, content, or functionality of these external websites or resources. Furthermore, we do not endorse, and we shall not be liable for, any products, services, or information provided by such third-party websites or resources. If you choose to interact with third parties through our Website, their respective terms and conditions will govern your engagement with them. We hereby disclaim any responsibility or liability for the actions, omissions, or terms of such third parties.
19. JURISDICTION AND DISPUTE RESOLUTION
19.1. This Agreement shall be governed by and construed in accordance with the laws of Switzerland. The Parties agree to comply with all applicable laws, rules, regulations, and other requirements imposed by any relevant governmental body or entity in connection with the performance of services under this Agreement.
19.2. Any disputes or disagreements arising in the performance of this Agreement shall first be addressed through negotiations between the Parties. If such disputes or disagreements cannot be resolved through negotiations, they shall be finally settled through arbitration conducted under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in effect at the time the Notice of Arbitration is filed. The arbitration shall be conducted by a sole arbitrator and shall be held in English. At the Tacolo.co's request, the arbitration proceedings shall be confidential, with all documents, testimony, and records kept under seal and accessible only to the parties involved their attorneys, and any experts who have agreed in writing to maintain confidentiality. The arbitrator shall have the authority to grant equitable relief, including temporary restraining orders, injunctions, and the award of damages, with or without an accounting of costs. The Tacolo.co shall be entitled to recover its reasonable costs and expenses, including attorneys' fees, in connection with any arbitration or proceeding arising from this Agreement.
19.3. To the extent permitted by law, you agree not to initiate, join, or participate in any class action lawsuit against Tacolo.co, its employees, officers, directors, members, representatives, or assigns. You consent to the issuance of injunctive relief to prevent or terminate such a lawsuit or to remove you as a participant. You further agree to reimburse Tacolo.co for any attorneys' fees and court costs incurred in seeking such relief. This provision does not waive your right to pursue individual claims through binding arbitration as set forth above and shall be treated as an independent agreement.
20. OTHER POLICIES
20.1. We value and prioritize the protection of your personal information. Your privacy is important to us, and we are committed to maintaining transparency about how your data is handled. Our Privacy Policy outlines in detail the types of personal information we collect, the purposes for which we use it, and the steps we take to ensure its security. Additionally, our Cookie Policy provides comprehensive information about the use of cookies and similar technologies on our Website, explaining how these tools collect and store data, and how you can manage or control your preferences regarding their use. By using our Website and services, you acknowledge and agree to the practices described in both policies. We encourage you to review these documents periodically to stay informed about how we handle your personal information and cookies.
21. NOTICES
21.1. The Parties agree that all notices, instructions, demands, approvals, or any other communications required or relating to the matters outlined in this Agreement shall be made in writing. Such communications will be considered properly delivered:
(a) when personally handed over;
(b) when sent via an internationally recognized courier service to the designated addresses specified herein; or
(c) when sent via email to the designated representative of the other Party, provided that the email allows for proper identification of both the sender and the recipient of the communication.
Either Party may change its notice address or the designated contact person by providing written notice to the other Party.
22. AMENDMENTS
22.1. Any amendments or additions to the Insertion Order, including the processes for agreeing on service parameters, scope, and deadlines, shall form an integral part of the Agreement. These amendments and additions will only be considered valid if made in writing and signed by both Parties, and they may not be changed without mutual written consent.
22.2. The Tacolo.co reserves the right to modify the Website, the Service, and this Agreement at any time without prior notice. The most current version of the Agreement will be made available on the Website. By continuing to use the Website and/or the Service after any modifications, You signify Your acceptance of the updated terms. Therefore, it is recommended that You frequently check the Website for any updates or changes.
23. ASSIGNMENT
23.1. The Advertiser shall not assign this Agreement or the Insertion Order (IO) without the prior written consent of Tacolo.co. The Tacolo.co may, at its discretion, assign or transfer this Agreement, in whole or in part, to a publisher with whom the Tacolo.co has entered into its standard publisher agreement. Such an assignment may occur without the prior written consent of the Advertiser, although the Tacolo.co may choose to notify the Advertiser of the assignment at its discretion.
24. ENTIRETY AND SEVERABILITY
24.1. This Agreement represents the complete and exclusive understanding between the Parties regarding the campaigns and supersedes all prior or contemporaneous discussions, negotiations, representations, and agreements, whether oral or written, between the Parties. In the event that Tacolo.co is required to digitally sign or accept additional terms while using the Advertiser’s network, site, or platform, the Parties agree that such digital acceptance is merely a technical procedure to view statistics or access advertising content. Therefore, any digital acceptance of terms or click-through agreements that appear on the Advertiser’s platform or network site will not have any legal effect on the Parties under this Agreement, will not govern their relationship, and shall be disregarded, with such terms being deemed non-binding and superseded by the terms of this Agreement.
24.2. If any provision of this Agreement is found to be invalid, illegal, or unenforceable under any applicable law, the invalid provision will be severed and replaced with a provision that most closely aligns with the original intent of the Parties. The remaining provisions of this Agreement will continue in full force and effect.
25. MISCELLANEOUS
25.1. The Tacolo.co retains the right to include the Advertiser’s name in any advertisements, publications, press releases, or promotional materials, without needing to obtain prior consent from the Advertiser. Should Tacolo.co require the creation of promotional materials, it may request that the Advertiser provide at least one (1) digital copy of any artwork and/or other promotional materials that could be reproduced, printed, and/or distributed at conferences, events, mailings, trade shows, or similar activities.
25.2. The Parties agree to promptly notify each other of any changes to their legal entity status, registered address, phone or fax numbers, email addresses, authorized representatives, or any other identifying or financial information. Such notifications must be made no later than five (5) working days after the change occurs.
25.3. You are strictly prohibited from using any device, software, or routine to interfere with or attempt to disrupt the normal functioning of the Website. Furthermore, you may not take any action that would impose an unreasonable or disproportionately large load on the Tacolo.co’s infrastructure. Any unauthorized or unlawful use of the Website or Service is considered to cause irreparable harm to Tacolo.co, for which monetary damages alone would not suffice. In such cases, Tacolo.co reserves the right to seek immediate injunctive relief against you, without the need for posting a bond, in addition to pursuing any other available legal remedies under this Agreement.
25.4. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or any other fiduciary relationship between the Parties. Neither Party shall be considered an employee, agent, partner, or joint venture of the other. It is understood and agreed that the relationship between the Parties is that of independent contractors.
26. YOUR QUESTIONS OR FEEDBACK
26.1. If you have any questions, require additional clarification, or need further information regarding these Advertiser Terms and Conditions, we encourage you to reach out to us. We are here to assist you and ensure that all your concerns are addressed promptly. Please feel free to contact us via email at [email protected], we will respond to your inquiry as soon as possible.