Advertiser Terms of Service

PARTIES:

Tecophone LTD with a registered office at: 20 Ionos Street, 4th floor, Office 401, Egkomi, Cyprus Incorporated under the laws of Cyprus registered in the entrepreneurs register under the number: HE249690

AND

Advertiser Purchaser of any traffic available on Bidmag.net Platform (further reffered to as: “Advertiser”, “your” and “you”)

Definitions

The following words and phrases used in these Terms of Service (further reffered to as: “ToS”) shall mean:

ToS – these Terms of Service, including all and any modifications and/or attachments to it. Advertiser – purchaser of any traffic available on Bidmag.net Platform

BidMagnet (also reffered to as: “BidMagnet Platform)- a website (https://bidmag.net) owned and operated by Tecophone, which provides services and features to be used by Advertiser.

Fraud – any actions of Advertiser in breach of these ToS and/or applicable laws as to the Traffic sources, types, volumes, etc.

Links – Segments of text or a graphical item that serves as a cross-reference between the Source and Landing Page.

Traffic - the flow of Visitors who have seen and/or interacted with an ad in any way. The traffic may vary by type and source.

Traffic Source – web, mobile, or other resources publishing Advertiser’s ads through the Bidmag.net.

Advertiser’s Campaign - a type of operation by which Advertiser bids on available within Tecophone domain or other-source traffic. Campaign has its settings such as name, daily and total budget, geo-targeting, bid maximum price and destination URL which points a webpage, assumed to be owned/managed by Advertiser.

Bidding - a Tecophone auction mechanism allowing Advertisers to offer their maximum bid on a given traffic without revealing its maximum value to opponent bidder(s) (other Advertiser). Thanks to Bidding, Advertiser pays only outbid price for desired traffic, not stated directly maximum (until another Advertiser outbids his maximum bid).

Clicks - a click by an End User. “Clicks” do not include clicks which are invalid as determined by Tecophone’s internal tracking system and traffic quality scoring process or for which Tecophone does not recognize revenue from its advertiser partners. Invalid Clicks may include clicks (i) generated by automated crawlers, robots or click generating scripts providing traffic which has no intent to sign-up, purchase or otherwise act upon a product or service offering; (ii) multiple clicks on the same advertisement within a brief period of time, or (iii) that an advertiser receives and rejects for a valid business purpose (e.g., a Click which was not generated by an End User).

Impressions - an ad impression shown to the End User. “Impressions” do not include impressions which are invalid as determined by Tecophone’s internal tracking system and traffic quality scoring process or for which Tecophone does not recognize revenue from its advertiser partners.

Domain Owner Website - any website associated with a domain name owned by a Domain Owner which participates in the services or features of BidMagnet.

Visitor or End User - a bona fide living human Internet user. An “End User” excludes any person or any mechanical, artificial or fraudulent means (such as a so-called robot, spider, software or scraper) lacking an intention to purchase, sign up or otherwise act upon a product or service of the marketer contained on a Landing Page or Search Results Page.

Landing Page - an html page or a framed html page hosted by or on behalf of Tecophone displaying search links, search results and/or other content from Tecophone servers or such servers as Tecophone uses.

Net Revenue - Revenue adjusted for any bad debt, net credits or returns from previous payment periods, less any amount Tecophone determines, in its sole discretion, was the result of improper use of Domain Owner Websites and as such revenue is otherwise calculated or adjusted by Tecophone to take into account (i) any exclusions set forth in these Terms of Service, (ii) the results of Tecophone’s traffic quality scoring process and (iii) any other adjustments made by Tecophone in its sole discretion. Tecophone may exclude from Net Revenue monies from traffic that originates from countries where traffic is, in the sole discretion of Tecophone, suspect or difficult to track in the normal course of business or is determined to be invalid on a consistent and regular basis by Tecophone or its Advertiser.

Revenue - estimated gross revenue to be received by Tecophone for a particular calendar month as a direct result of Clicks on an advertisement or other promotional link attributable to traffic from Landing Pages or Search Results Pages hosted on a Domain Owner Website pursuant to BidMagnet as reported by Tecophone’s Advertiser as of the end of such calendar month.

Search Results Page - an html page hosted by or on behalf of Tecophone displaying search results pulled from Tecophone servers (or such other servers as Tecophone elects to use), which has resulted from a typed in search or a keyword click from and only from a Landing Page. Search Results Pages accessed by End Users through BidMagnet shall be solely through Tecophone’s servers (or such other servers as Tecophone in its sole discretion may use, hosted on Tecophone’s servers or domains, meaning that Tecophone shall host or on its behalf provide for hosting of all Search Results Pages in response to valid queries entered by End Users).

Domain Monetization Services

BidMagnet is a service that empowers domain name owners and other traffic providers to generate earnings based on appropriate incoming traffic to their domains or other sources, as described herein.

BidMagnet allows Advertisers to bid on available web traffic to redirect it to their own domains, pop ups or other sources. The traffic is redirected from domains and other sources cooperating with BidMagnet and may be generated by desktop or mobile users. Tecophone does not guarantee any effects of Advertiser’s Campaign, in particular Tecophone does not guarantee to deliver any number of visitors or Clicks. Advertiser also understands that Tecophone does not guarantee sales or sign-ups (i.e., conversions) and will not issue a refund if none are achieved. Tecophone does not guarantee any sales and will not be held responsible if sales are not generated.

In no event Tecophone shall be liable for any consequential, direct, indirect, incidental, punitive, or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of information or other pecuniary loss) arising out of the use or inability to use Advertiser’s Campaign, even if Tecophone or Advertiser has been advised of the possibility of such damages.

For the duration of the contract, Tecophone grants the Advertiser the revocable, non-exclusive, non-transferable and non-sub-licensable right to use the BidMagnet for own business purposes in accordance with these Terms and Conditions.

Financial terms

Payment.

Advertiser prior to buying traffic must deposit funds to his BidMagnet account. The amount of the deposit is solely a decision of Advertiser. Deposited funds are ring fenced within Tecophone accounts and within the accounting ledger. To facilitate the depositing of funds, the Advertiser is provided with multiple payment options such as Bank Wire, E-payments, WebMoney. The currencies accepted by Tecophone are Euro and United States Dollars. The currency used within BidMagnet platform is United States Dollars. Deposited funds can be used only for purchase of traffic via different types of campaigns available in BidMagnet. Deposited funds do not expire and can be used to purchase traffic at any time. Advertiser may request to obtain a credit limit and can be granted with it base on individual decision of Tecophone. Tecophone reserves the right to cancel the credit limit in its absolute and sole discretion at any time.

Payments are based on Clicks or Impressions and depend on Bidding results. Advertiser understands and agrees that the statistics system provided by Tecophone shall serve as the official record of traffic, Clicks and/or Impressions delivered throughout the Advertiser’s Campaign. Other ways of tracking the traffic are acceptable based on individual request from Advertiser and after written approval from Tecophone.

Factors Affecting Payment.

Advertiser acknowledges and agrees that different funds deposit options – such as Bank Wire, or Webmoney, or E-payments – may hold additional costs of transactions which are subjected to change without explicit notice from Tecophone. All costs related to payments, depositing funds or refunds shall be borne by the Advertiser.

In the event that Advertiser’s site or Landing Site becomes unavailable for any reason (e.g., server hosting the provided URL is down or unavailable, timed out, or shows to be active but with internal server errors, 404 errors and other types of common or uncommon errors associated with the internet, Advertiser’s website, Landing Site, the Advertiser’s network, and/or its underlying infrastructure), Advertiser will not hold Tecophone or its partner sites responsible for these errors.

All and/or any web traffic delivered to the Advertiser’s site during this down time will not be refunded.

Tecophone cannot be held responsible for factors beyond its control that may interfere with its ability to deliver visitors to the Advertiser’s site. Such factors include, but are not limited to, downtime on Advertiser’s server, overuse of Advertiser’s bandwidth quota (if applicable), errors on Advertiser’s site, pop-up killers, and/or network outages beyond Tecophone’s servers.

Taxes and Withholding.

Advertiser understands and agrees that taxes with respect to commissions or any other payments made to Tecophone hereunder will not be withheld or paid directly or indirectly by Tecophone unless Tecophone determines in its sole discretion that Tecophone or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify Advertiser of such withholding. Advertiser understands and agrees that it is Advertiser’s responsibility to pay all applicable local, state, federal, and/or foreign taxes on commissions and other expenses to Tecophone pursuant to these Terms of Service.

Advertiser agrees to promptly reimburse and indemnify Tecophone from any claim or assessment of taxes by any foreign, United States, Republic of Cyprus, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section 1.1.

Payment Disputes.

Advertiser understands and agrees to address any questions Advertiser may have with any payment of commissions under these provisions to Tecophone within thirty (30) days of the date of such payment, in writing or by e-mail to payments@bidmagnet.com. Failure to notify Tecophone within such period will constitute an acceptance of, and agreement with, the applicable payment.

Refunds.

You may ask for a refund of the remaining funds on your account by contacting support@bidmagnet.com. This only includes funds that you have deposited using the payment methods described in Payment section. This does not include bonuses, or any other form of credit from Tecophone. The minimum deposit required is 100 USD. The first deposit is nonrefundable.

The remaining balance of any accounts banned due to advertiser guideline violations will not be refunded.

The Advertiser agrees that Tecophone shall not reimburse funds Advertiser already spent on purchased traffic.

Restrictions and Rights

All of the following terms and conditions must be adhered to and are legally binding, immediately upon acceptance of these Terms of Service.

General Restrictions

The Agreement for participation in BidMagnet is concluded for an indefinite period. The parties can terminate the agreement at any time in writing. Tecophone reserves the right to terminate Advertiser’s participation in BidMagnet in its absolute and sole discretion at any time.

Tecophone may suspend or terminate Advertiser’s access to BidMagnet at any time, without advance notice, for any reason that Tecophone finds valid in its sole discretion until cured, including but not limited to where Tecophone believes that: (A) Advertiser is in any way in breach of the Terms of Service; (B) Advertiser, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations. Regardless of the circumstances, such termination by Tecophone shall not give rise to liability.

In the event of any termination Advertiser shall not be entitled to any form of refund.

Advertiser is prohibited to use, purchased via BidMagnet, traffic to promote sites containing illegal and/or socially unacceptable content such as violent pornography, child pornography, hate or violence related, racism, harassment, illegal drugs and other acts and contents banned by laws of Cyprus, European Union and/or United States of America.

Advertiser shall not use BidMagnet in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias) (D) violates any applicable law, ordinance, rule, regulation or treaty.

Tecophone reserves the right to control and verify compliance with these restrictions and limitations. Advertiser shall be responsible for all damages incurred by Tecophone arising from violation of any of the provisions herein, including the loss of business profits caused by termination of contracts by Tecophone’s business partners.

Tecophone shall not be obligated to provide Advertiser with any support, but may elect to do so at its sole discretion. In the event, technical support shall be delivered in English and refers to the working days Monday through Friday, from 11:00 to 19:00, Eastern European Time.

Account

BidMagnet can be accessed via special website: bidmagnet.com. When Advertiser uses the services provided by Tecophone, Advertiser will be required to create an account with Tecophone to use its web-based interface. Advertiser shall provide true, accurate and current information to Tecophone and shall maintain all account information, insuring it is true, accurate and up-to-date. When an individual, Advertiser represents and warrants: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. Advertiser is not a consumer).

When a person signing to BidMagnet acts on behalf of their employer or an entity, this person represents and warrants he/she has a full legal authority to bind their employer or such other entity to these Terms and Conditions.

Advertiser shall not permit any 3rd party to use or gain access to BidMagnet and shall use reasonable security measures to protect against unauthorized usage and/or access.

Advertiser is responsible for selecting and continuously managing its password and security settings to protect Advertiser’s account and Advertiser’s campaigns settings (including Advertiser’s contact information) from unauthorized changes. Advertiser is entirely responsible for maintaining the confidentiality and secrecy of Advertiser’s password and account security settings, as well as Advertiser’s other information. All consequences of Advertiser’s voluntary disclosure of password and account information as well as all activities that occur in Advertiser’s account are Advertiser’s responsibility. Advertiser agrees to notify Tecophone immediately of any unauthorized use of Advertiser’s account or any other breach of security.

Advertiser agrees that it shall be responsible for all activity that arises from Advertiser’s account, whether initiated by Advertiser or others on Advertiser’s behalf and Tecophone shall be entitled to rely on any requests which have been initiated from Advertiser’s account. Tecophone disclaims any liability for any activity in Advertiser’s account, whether initiated or authorized by Advertiser or not. Advertiser is solely responsible for use of BidMagnet by their employees or any unauthorized person.

Every new account created in the BidMagnet system is manually approved or denied by one of BidMagnet’s agents. The Advertiser acknowledges and agrees that all their campaigns participating in BidMagnet will be subject to review by Tecophone’s employees. Tecophone reserves the right to accept or reject Advertiser’s campaign at any time based solely on Tecophone judgment on compliance with the Terms of Service.

Accounts or Advertiser’s Campaigns will be verified within 72 hours. Requests submitted during holidays will be considered as submitted on the following working day.

Advertiser shall not access, or attempt to access, BidMagnet by any means other than through the website or interface provided by Tecophone.

Advertiser shall not attempt to obstruct, disrupt or interfere with the operation of BidMagnet (in particular with the results of Bidding) or other services provided by Tecophone.

Advertiser shall not attempt to gain unauthorized access to accounts registered to other users, or any servers, systems or networks connected to BidMagnet or Tecophone’s website.

Advertiser shall not obtain or attempt to obtain: (A) any information from the BidMagnet, including without limitation: email addresses or phone numbers of other account holders or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol or bidding mechanisms used by BidMagnet, Tecophone’s website or servers, (C) use any software that is designed to provide a means of unauthorized access to, or distort, delete, damage or disassemble BidMagnet or Tecophone’s website or servers.

General Terms

Representations & Warranties

Tecophone represents and warrants that it has full power and authority to enter into these Terms of Service. Advertiser represents and warrants that it has full power and authority to agree to these Terms of Service.

BIDMAGNET, TECOPHONE AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, ADVERTISERS AND AGENTS (COLLECTIVELY THE “BIDMAGNET PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF BIDMAGNET PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF BIDMAGNET OR PERFORMANCE OF THE ADVERTISER WEBSITES REMAINS WITH ADVERTISER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BIDMAGNET PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF BIDMAGNET, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH BIDMAGNET, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF BIDMAGNET. BIDMAGNET IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY YOU SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SITE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE BIDMAGNET, EVEN IF TECOPHONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL, CUMULATIVE LIABILITY OF BIDMAGNET PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO ADVERTISER.

Intellectual Property

As between Tecophone and Advertiser, Tecophone (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to BidMagnet (and any derivative works or enhancements thereof), including but not limited to, all software, technology, processes, materials, guidelines, documentation, relating in any way to BidMagnet. For purposes of these Terms of Service, “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Advertiser shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to BidMagnet or Tecophone; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any site, or any other technology, software, materials and documentation related to BidMagnet or Tecophone; (iii) crawl, index or in any non-transitory manner store or cache information obtained from BidMagnet; (iv) transfer, sell, lease, lend, disclose, or use for co-branding without explicit written permission from Tecophone, any aspect of BidMagnet under any timesharing, service bureau or other unauthorized method or access thereto; (v) directly or indirectly access, launch and/or activate BidMagnet through or from any software application or means other than the Advertiser Website; or (vi) engage in any action or practice that reflects poorly on BidMagnet, Tecophone or its Traffic Providers, or otherwise disparages or devalues the reputation or goodwill of the same.

All algorithms, methods of computation used by BidMagnet to measure network traffic (in particular Clicks) or used for Bidding are and shall remain the sole and exclusive property of Tecophone, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. All rights not expressly granted to Advertiser herein are reserved to Tecophone.

Advertiser’s materials (i.e. ads, campaigns, labels etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.

Confidentiality

Advertiser agrees to safeguard and, except for the benefit of BidMagnet, not to disclose to anyone outside BidMagnet any proprietary or confidential information acquired from Advertiser’s access to BidMagnet. Such information includes, without limitation, principles of operations of BidMagnet, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as Confidential Information).

Advertiser shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. Advertiser agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Tecophone’s rights therein. Advertiser shall use its best efforts to assist Tecophone in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, Advertiser shall advise Tecophone immediately in the event Advertiser learns or has reason to believe that any person to whom Advertiser has given access to Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other the proprietary rights of Tecophone, and Advertiser will, at Advertiser’s expense, cooperate with Tecophone in seeking injunctive or other equitable relief in the name of Advertiser or Tecophone against any such person. Advertiser agrees to maintain the confidentiality of Tecophone’s Confidential Information using at least as great a degree of care as Advertiser uses to maintain the confidentiality of Advertiser’s own most confidential information (and in no event less than a reasonable degree of care).

Advertiser acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation BidMagnet or any other Confidential Information referred to herein, or any information which, at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to Tecophone inadequately compensable in damages at law, and Tecophone is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Tecophone may immediately terminate Advertiser’s account and all license rights granted herein, in the event Advertiser breaches any of its confidentiality obligations.

Modifications

Tecophone reserves the right to change these Terms of Service at any time in its sole discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon posting at BidMagnet.com/terms-and-conditions, and when such changes are deemed to be material by Tecophone, such information will be stated on main page of BidMagnet.com. Your continued use of BidMagnet after the effective date of any such changes will constitute your acceptance of and agreement to such changes. If ADVERTISER DOES NOT WISH TO BE BOUND TO ANY NEW TERMS, IT MUST TERMINATE THESE TERMS OF SERVICE BY IMMEDIATELY CEASING USE OF BIDMAGNET. Tecophone reserves the right to modify BidMagnet and its functions or services at any time in its sole discretion and without any liability. Tecophone agrees to use commercially reasonable efforts to minimize unscheduled modification and maintenance interruptions. However, Tecophone reserves the right to modify or maintain BidMagnet at any time, with or without notice to Advertiser.

Indemnification

Advertiser shall indemnify, defend, and hold harmless BidMagnet Parties from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by BidMagnet Parties, known or unknown, contingent or otherwise, directly or indirectly arising from Advertiser’s breach of any term or provision of these Terms of Service or any way related to Advertiser’s use of BidMagnet, including but not limited to any claim that the Advertiser’s website is owned by someone other than Advertiser or that the website infringes on the intellectual property rights of a third party. Tecophone shall notify Advertiser of any such claim and shall cooperate with Advertiser, at Advertiser’s expense, in defending or settling such claim. Advertiser may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Tecophone rights without Tecophone’s prior written consent. Tecophone may join in defense with counsel of its choice at its own expense. If Advertiser does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, Tecophone may defend against such claim in such manner as it may deem appropriate at Advertiser’s expense, including, without limitation, settling such claim, after giving notice of the same to Advertiser.

Miscellaneous

Governing Law. These Terms of Service shall be governed by, and construed in accordance with, the laws of the Republic of Cyprus, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

Jurisdiction and Venue. Any litigation based hereon, or arising out of, under, or in connection with these Terms of Service, shall be brought and maintained exclusively in the courts of the Republic of Cyprus. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the courts of the the Republic of Cyprus for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms of Service and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

No Third Party Beneficiaries. These Terms of Service are made solely for the benefit of Advertisers and BidMagnet Parties and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms of Service. Prohibition of Assignment. Advertiser may not assign any of its rights or delegate any of its duties under these Terms of Service without the prior written consent of the Tecophone. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under these Terms of Service.

Successors and Assigns. Except as otherwise expressly provided in these Terms of Service, these Terms of Service shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of the parties to these Terms of Service.

Independent Contractor. The relationship of Advertiser and Tecophone is established by these Terms of Service is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riot, act of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms of Service shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Tecophone in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Entire Agreement. Except as may be set forth in a written agreement signed between Tecophone and Advertiser, these Terms of Service constitute the final, complete, and exclusive statement of the terms of the use of BidMagnet between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. Severability. If a court or an arbitrator of competent jurisdiction holds any provision of these Terms of Service to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Terms of Service or affecting the validity or enforceability of such provision in any other jurisdiction.

Attorney’s Fees. If Tecophone prevails in any action, suit, or proceeding arising from or based upon these Terms of Service, Tecophone shall be entitled to recover from Advertiser Tecophone’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.

Headings. The headings in these Terms of Service are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms of Service nor affect any of the rights or obligations of the parties these Terms of Service. Notice. Any notice, communication or statement relating to these Terms of Service shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or other confirmed electronic transmission; (iii) when delivered by certified mail or postage prepaid to the address of the respective party as indicated herein (or in the case of Domain Owner, as last provided to Tecophone); (iv) in the event of non-material changes to this Agreement, notice shall be deemed effective upon posting at BidMagnet.com; (v) and in the event of material changes to this Agreement, notice shall be effective upon the sending of an email from Tecophone to the email address last provided by Advertiser. Copies of all notices shall be sent to: Tecophone LTD 20 Ionos Street, 4th floor, Office 401, Egkomi, Nicosia, Cyprus. Survival. Sections 2.1, 2.3, 2.5, 2.7, and any other obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of these Terms of Service shall survive and remain in effect after such happening.

Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms of Service. These Terms of Service shall not be construed against either party by reason of its drafting.

Enquiries & complaints.

If you have an enquiry or complaint about our Website, please contact our customer services team at supply@bidmag.net and we will try to answer your enquiry or resolve any complaint as soon as possible. If you have any suggestions for improvements or additions that you would like to see on the Website, please email us at supply@bidmag.net. Bidmag.net is a brand owned by Tecophone LTD. Registered address: 20 Ionos Street, 4th floor, Office 401, Egkomi, 2406, Nicosia , Cyprus.




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