NIMSES ADS TERMS AND CONDITIONS

Before using Nimses Ads, please read carefully these Nimses Ads Terms and Conditions and acknowledge general Nimses Terms and Conditions and general Nimses Confidentiality Policy.
These terms and conditions are focused on the Nimses Ads only and shall be a legally binding agreement ("Agreement") between you, or, if you represent a legal entity or other organization, that legal entity or organization ("Advertiser"), on the one part, and Nimses Inc. on the other part (separately called "Party", jointly – "Parties"). This Agreement provides the rules under which the Advertiser orders the services of Nimses Ads and Nimses Inc. provides the service for placement of the advertisement by the Advertiser (the "Service").
Should you have any questions, concerns or if something below is not clear to you, please contact us.

    TERMINOLOGY

      "Advertisement" or "Ad" or "Ads"– audiovisual, graphic, animation, text and any other works that are objects of copyright law under the laws of the country of which the advertiser is a resident, as well as informational messages of a different nature.

      "Advertiser" – an individual, business or other type of entity willing to advertise its brand or business products or services.

      "Business Account" – an account in Nimses Business Portal that gives you access to your accounts in all three services within Nimses Business Portal: Nimses Ads, Nimses Goods and Nimses Exchange. Business Account includes a wallet in which you can see the list of all accounts that are associated with your profile, including Nimses social account. Through you Business Account you can create, alter or delete ads for your goods and services within Nimses Ads.

      Any other definitions and terms are used in accordance with general Nimses Terms and Conditions.

  1. 1. GENERAL PROVISIONS
    1. By starting to use the Service and by clicking on the “Accept” button you acknowledge having thoroughly read, understood, and agreed to be bound by this Agreement as of the date on which you first click the "Accept" button ("Effective date").
    2. By entering into this Agreement, the Advertiser agrees to comply with the requirements for advertisements laid out in the “General Ads Rules”, which are an integral part of this Agreement, as well as all requirements of any law and regulations that may be applicable. When placing its Ad, the Advertiser should independently review the Ad against this Agreement and any laws and regulations that may be applied.
    3. If you do not agree to the terms of this Agreement, do not meet the requirements specified herein or if Nimses Inc. denies rendering it`s Service to you or rejects your Ads or terminates this Agreement, you are not allowed to order the Service under this Agreement.
    4. Nimses Inc. provides you with a platform within its ecosystem for placing the advertisements.
    5. Provided any additional agreements exist between the Advertiser and Nimses Inc. concerning the Service rendering, such additional agreements are seen supplementary to this Agreement. Whenever any conflict or discrepancies arise between this Agreement and any additional agreements, the terms of this Agreement shall prevail.
  2. 2. ELIGIBILITY
    1. General Eligibility
    2. Under this Agreement, Advertiser may be a natural person, a legal entity or other type of organization.

    3. Age Eligibility
      1. The Advertiser who is a natural person must be over the age of 18 and meet all other requirements specified in this Agreement. If you are 13 or older but younger than 18, then you may order the Service only if you have your parents’ prior permission or permission of holder of parental responsibility over you.
      2. By entering into this Agreement, you warrant that you are at least 18 or that you are at least 13 and have your parents' prior permission or permission of holder of parental responsibility over you to do so.
    4. If you are a parent or holder of parental responsibility providing permission for a child aged 13 or older to enter into this Agreement and order the Service, then you agree to accept full responsibility for that child's execution of this Agreement. If you do not want your child to order the Service under this Agreement, please contact us.
  3. 3. REGISTRATION
    1. To order the Service:
      1. The Advertiser must be a registered user and have a valid social account in Nimses network. If the Advertiser is a legal entity or other type of organization, the authorized representative of such entity, who is a natural person, shall register in Nimses network.
      2. Advertiser shall create Business Account and provide Nimses Inc. with accurate and complete information and submit necessary documents. If you open Business Account on behalf of legal entity or other type of organization (a) "you" includes you and that entity and (b) you promise that you are authorized to grant all permissions and licenses provided in this Agreement and bind the entity to this Agreement, and you agree to this Agreement on the entity’s behalf.
    2. Nimses Inc. may review and check the accuracy, validity and completeness of the information provided by you. NIMSES INC. RETAINS THE RIGHT AT SOLE DISCRETION TO REQUEST AT ANY TIME ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY YOU.
    3. PLEASE NOTE: NIMSES INC. RETAINS THE RIGHT TO DENY THE DELIVERING OF THE SERVICE TO YOU AS TO AN ADVERTISER UNDER THIS AGREEMENT AT ITS SOLE DISCRETION WITHOUT ANY ADDITIONAL EXPLANATIONS OR COMMENTARIES. IN THAT CASE, YOU WILL NOT BE ALLOWED TO ORDER THE SERVICE UNDER THIS AGREEMENT. Nimses Inc. will not consider any complaints or claims concerning the denial of Service.
  4. 4. YOUR CONTENT
    1. Advertiser is obliged:
      1. To place only original Ads that meet the rules specified in the General Ads Rules;
      2. To provide users with actual and complete information regarding goods or services that you advertise;
      3. To conduct a fair business that is not contrary to applicable law of the country, where the Ad was placed, and which complies with the general Nimses Terms and Conditions and general Nimses Confidentiality Policy;
      4. To be responsible for (i) all Ads and content submitted by you through the Nimses Ads or otherwise to Nimses network, including the creatives, trademarks, images, etc., (ii) all Ad targeting decisions made by you, (iii) all content and property to which Ads direct users and (iv) all services and products advertised;
      5. To maintain on your account the balance of nims necessary to cover the Fees as specified in clause 5 (Fees) below;
      6. To receive from any individuals that will be able to use Nimses Ads on behalf (under Advertiser’s Business Account) of Advertiser (Advertiser’s employees, contractors, representatives etc.) confirmation that they have read, understood and accepted all terms and conditions of this Agreement in the same scope as Advertiser before such individuals will be able to use Nimses Ads.
    2. NIMSES INC. RESERVES ITS UNCONDITIONAL RIGHT TO DELETE FROM ITS PLATFORM OR TO REJECT ANY ADVERTISEMENT OF ANY ADVERTISER AT ANY TIME EITHER ON A REQUEST OF ANY THIRD PARTIES, OR AT ITS SOLE DISCRETION FOR ANY REASON WHATSOEVER (including, but not limited to, belief by Nimses Inc. that any placement thereof may subject Nimses Inc. to criminal or civil liability). Nimses Inc. also reserve the right to reject, approve or remove any Ad for any reason, in our sole discretion, including Ads that negatively affect our relationship with our users or that promote content, services, or activities, contrary to our competitive position, interests, or advertising philosophy. Nimses Inc. does not have an obligation to notify the respective Advertiser, nor does it need to explain the reason of such a decision to delete.
    3. Advertiser is solely responsible for moderating any comments, responses or other feedback from any third parties in response to any of the Advertiser’s Ads.
    4. Advertiser is solely responsible for the fulfilment of all promises and statements offered by the Advertiser to third parties. IT IS EXPRESSLY AGREED AND EMPHASIZED THAT THE ADVERTISER IS NOT ENTITLED TO ACT ON BEHALF OF NIMSES INC. THE ADVERTISER IS NOT ALLOWED TO MAKE ANY STATEMENTS, OFFERS, PUBLIC OFFER, CLAIMS, PROMISES, GUARANTIES, REPRESENTATIONS AND WARRANTIES ON BEHALF OF NIMSES INC. AS WELL AS THE ADVERTISER IS NOT ALLOWED TO CONDUCT ANY ACTIONS THAT CAN CAUSE MISLEADING OR CONFUSION AMONG THE INTERNET USERS AND MAY CAUSE PERCEPTION BY PUBLIC OF THE ADVERTISER AS NIMSES INC.’S OFFICIAL, ATTORNEY, REPRESENTATIVE, ETC.
    5. Actions of the Advertiser related to this Agreement must comply with the requirements of the legislation on advertising being effective in the country of registration of the Advertiser or in the country where Ads will be viewed. If such requirements are to be observed directly by Nimses Inc. and the legislation does not allow the Advertiser to execute them, the Advertiser shall immediately notify Nimses Inc. thereof. FOR THE SAKE OF CLARITY, IT IS EXPRESSLY EMPHASIZED THAT THE ACTIONS OF THE ADVERTISER DURING THE FULFILLMENT OF THE TERMS OF THIS AGREEMENT SHOULD NOT CREATE FOR NIMSES INC. ANY NEGATIVE CONSEQUENCES, INCLUDING FINANCIAL OBLIGATIONS TO ANY CONTROLLING BODIES AND/OR THIRD PARTIES IN CONNECTION WITH NON-COMPLIANCE BY THE ADVERTISER WITH THE REQUIREMENTS OF THE LEGISLATION ON ADVERTISING AND/OR INCONSISTENCY OF THE SERVICES AND/OR CONTENT AND/OR THE RULES FOR PROMULGATING/PUBLISHING OF THE CONTENT WITH THE REQUIREMENTS OF THE ADVERTISING LEGISLATION.
    6. The Advertiser under no circumstances shall promote Nimses Inc. and engage new users for Nimses network by cheating, unfair, fraudulent actions among Internet users.
  5. 5. FEES
    1. All advertising activities within Nimses Ads are paid for with nims ("Fee"). To run an Advertising campaign, you need to buy nims for payment of applicable Fee.
    2. You as an Advertiser grant Nimses Inc. a right without any prior notifications or approvals to deduct nims form your account to perform the following transfers:
      1. Fees in nims for ordering the Service in favor of Nimses Inc;
      2. an amount of nims as you bid on an Ad in favor of the users that have viewed this Ad.
    3. For usage of the Service and payment of the Fees, nims shall not be considered as currency, electronic money or other form of money in the meaning of the relevant laws, and their value is not connected with any currency, exchange rate fluctuations, and inflation. Nims are exclusively virtual conventional units, which provide the Advertiser an opportunity to use the functionality of Nimses Ads. The correlation between the nims and national currencies is provided for informative purpose exclusively and is not a confirmation of the backing of the nims by such currencies or any other property or property rights.
  6. 6. REFERENCES

    Nimses Inc. may reference Advertiser as a user of the Service and use the Advertiser’s name, likeness and logo in listings of advertisers appearing on Nimses Inc.’s website and for other marketing and promotional purposes.

  7. 7. LICENSES
    1. You as an Advertiser hereby grant to Nimses Inc. a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to display, perform, copy, transmit, distribute, and promote the Ads.
    2. Nimses Inc. hereby grants to Advertiser the non-exclusive, non-transferable, non-sublicensable right and license during the term of this Agreement to access and use the Service and its software solely for placing of Ads in accordance with this Agreement.
  8. 8. REPRESENTATIONS AND WARRANTIES
    1. Each Party represents, warrants, and covenants to the other Party that:
      1. such Party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement;
      2. this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such Party is a party or by which such Party is bound;
      3. such Party will comply with all laws, rules, and regulations applicable to such Party in its performance under this Agreement.
    2. The Advertiser represents, warrants, and covenants to Nimses Inc. the following and undertakes to maintain the relevance and validity of the following representations and warranties:
      1. the Advertiser will comply with the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising ("FTC Guides”), including any updates, additions, modifications, or supplemental guidance to the FTC Guides, in connection with their performance hereunder;
      2. the Advertiser will not target its Ads to sanctioned jurisdictions, including, as of the date hereof, Iran, Cuba, Syria, Sudan, North Korea and the Crimea region of the Ukraine, or other countries and territories subject to U.S. trade sanctions, other U.S. export control laws and sanctions consistent with U.S. law imposed by the governments of the country where Advertiser are using the Service.
      3. the Advertiser has all the rights and/or permissions that are necessary for the performing of the activities necessary for the execution of this Agreement;
      4. the intellectual property rights to the Advertisement and or/any parts of Advertisement, that are objects of intellectual property, belongs to the Advertiser and/or the Advertiser has been received them from the rights holders of such Advertisement and/or such objects and/or the Advertiser has received from the rights holders of other intellectual property objects that were used by the Advertiser for the creation of the Advertisement, all permissions, licenses and/or rights necessary for the creation and usage of advertisement and using the Service.
      5. if the Advertiser is entering into this Agreement on behalf of a legal entity or other type of organization, the Advertiser represents that the Advertiser is duly authorized to do so.
      6. the Advertiser have received from all individuals that will be able to use Nimses Ads on behalf (under Advertiser’s Business Account) of Advertiser (Advertiser’s employees, contractors, representatives etc) confirmation that they have read, understood and accepted all terms and conditions of this Agreement in the same scope as Advertiser before this individuals will be able to use Nimses Ads.
      7. The Advertiser is not banned from consuming and using the Service due to the applicable sanctions. In other words, you represent and warrant that you:

        a) are not listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member state;

        b) are not residing or acting in sanctioned jurisdiction, including, as of the date hereof, Iran, Cuba, Syria, Sudan, North Korea and the Crimea region of the Ukraine;

        c) are not banned from consuming and using the Services due to any another similar prohibitions or sanctions.

    3. In case any complaints and/or claims of third parties arise in connection to the violation by the Advertiser of the representation and warranties provided in this section or other terms of this Agreement, the Advertiser agrees to settle such claims and/or complaints independently and at its own expense without engaging the Nimses Inc. IF THIS IS NOT POSSIBLE AND/OR AS A THE RESULTS OF SUCH SETTLEMENT, NIMSES INC. WILL STILL BE SUBJECT OF CLAIMS OF THIRD PARTIES AS WELL AS SUBJECT OF ANY AND ALL THIRD PARTY DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES, THE ADVERTISER SHALL COMPENSATE NIMSES INC. FOR ALL LOSSES, EXPENSES AND COMPENSATIONS, REGARDLESS OF THEIR FORM, WHICH NIMSES INC. HAS INCURRED OR WILL HAVE TO INCUR IN CONNECTION TO VIOLATION BY THE ADVERTISER OF THE PROVISIONS OF THIS AGREEMENT. THE VALIDITY OF THIS PROVISION IS NOT LIMITED TO THE TERM OF THE AGREEMENT AND/OR ANY OTHER PERIOD ESTABLISHED IN THIS AGREEMENT.
    4. The Advertiser agrees to refrain from making any public or private statements about Nimses Inc. or its officers, directors, employees, agents, successors and assigns that is disparaging, negative, or malicious, or that would be injurious to Nimses Inc. or reputation, or which would, directly or indirectly, interfere with the business of Nimses Inc.
  9. 9. CONFIDENTIALLITY
    1. For purpose of this clause, Confidential Information shall include: a) any and all non-public business and technical information regarding Nimses Inc. and its software products, technology and business, know-how, objects of intellectual property, contractors, beneficial owners, employees, investors of the Nimses Inc. b) information that may give Nimses Inc. competitive advantage over others who do not have access to this information; c) information about cooperation between the Advertiser and Nimses Inc., as well as the non-public terms of such cooperation; d) Service features that are identified as “Beta” or as otherwise unsupported or confidential, including the fact of existence of any non-public Beta features; e) any other information the provided by Nimses Inc., as well as its counterparties, employees marked as confidential or would normally under the circumstances be considered confidential information.
    2. The Advertiser shall use Confidential Information of Nimses Inc. only for the purpose of receiving of the Service under this Agreement. Advertiser may not disclose or divulge any Confidential Information to any third party or make any Confidential Information public or available or accessible to any third party.
    3. The obligations set forth in this clause 9 (Confidentiality) shall survive the termination of this Agreement and shall be effective for so long as the relevant information retains its confidential nature.
  10. 10. INDEPENDENT COUNTERPARTIES
    1. None of the Parties of this Agreement is an agent, attorney or other intermediary, representative of the other Party, None of the Parties of this Agreement has the authority to act on behalf of the other Party, including, but not limited to perform any actions that create rights and/or obligations for the other Party.
    2. Under this Agreement the Parties shall act as independent counterparties in the ordinary course of their business activities. The conclusion of this Agreement is not intended to create a separate legal entity, partnership, joint venture or conduct joint activities with the union deposits or without it.
  11. 11. LIMITATION OF LIABILITY
    1. AAs Nimses Inc. does not authorize the placement of any Advertisement, Nimses Inc. shall not be responsible for any advertising materials and related technology, trafficking or targeting decisions of the Advertisement placed by the Advertisers as well as properties to which Ad directs users.
    2. Nimses Inc. shall not be liable to the Advertiser for indirect, incidental, consequential, special or exemplary damages, even if the Advertiser has been advised of the possibility of such damages, arising from breach of this Agreement, or arising from any other provision hereof, such as, but not limited to, damages for loss of profits, loss of business opportunities, loss of goodwill, loss of revenue or anticipated profits or lost business.
    3. Nimses Inc. disclaims all warranties, express or implied, including, but not limited to, the warranties of merchantability, fitness for a purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.
    4. Service, Nimses Inc. software, any targeting, bidding, reporting possibilities and all the content, contained on the Service, are provided by principles “AS IS” and “AS AVAILABLE”. You enable to use only those types of targeting, bidding and/or reporting which will be available via Nimses Ads platform. Nimses Inc does not provide any direct and indirect guarantees, concerning the applicability and convenience of the use of the Service, its software or any content, accessed through the Service.
    5. Nimses Inc makes efforts to ensure the uninterrupted operation of the Service. However, Nimses Inc is not liable for the temporary unavailability of the Service because of the technical malfunctions, which are resulted from the circumstances, undependable on Nimses Inc.
  12. 12. INDEMNIFICATION
    1. The Advertiser agrees to defend, indemnify and hold Nimses Inc. harmless from any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following:
      1. the Advertiser's Ads placed on the Nimses Inc's platform, portal, Service; or
      2. actions and/or violations of third parties engaged by the Advertiser for the purposes of fulfillment of this Agreement; or
      3. the Advertiser's breach of this Agreement; or
      4. the Advertiser's violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or
      5. the Advertiser's violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or
      6. any misrepresentation made by the Advertiser.
    2. The Advertiser will cooperate as fully required by Nimses Inc. in the defense of any claim. Nimses Inc. reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Advertiser, in such case the Advertiser will not settle any claim without the prior written consent of Nimses Inc.
  13. 13. WAIVER
    1. Any failure by Nimses Inc. to exercise any of its respective rights, powers, or remedies under this Agreement, or any delay by Nimses Inc. in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Nimses Inc. does not prevent either from exercising any other rights, powers, or remedies.
  14. 14. TERM AND TERMINATION

      This Agreement shall commence on the Effective Date and shall continue until terminated by either party. The Advertiser may terminate this Agreement at any time by deleting the Advertiser's Account in Nimses network. Nimses Inc. may terminate this Agreement at any time providing the relevant notice to the Advertiser.

  15. 15. APPLICABLE LAW AND DISPUTES RESOLUTION
    1. All the disputes between the Advertiser, on the one part, and Nimses Inc, on the other part, during the execution of this Agreement shall be resolved by negotiations.
    2. If the Parties fail to agree in negotiations within 30 (thirty) calendar days from the date of their beginning, the dispute shall be considered and settled by the competent court under the applicable law.
    3. Any dispute related to this Agreement can be resolved as an individual dispute only. YOU AS AN ADVERTISER WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION ABOUT ANY ISSUES RELATED TO OR ARISING FROM THESE TERMS OF USE.
    4. This Agreement shall be interpreted and regulated in accordance with the material law of the USA, Delaware State. All disputes related to the conclusion, execution, interpretation, validity of this Agreement and/or its individual provisions are considered by the relevant courts of the State of Delaware, USA, in accordance with the material and procedural legislation of USA.
  16. 16. MISCELLANEOUS
    1. Nimses Inc. reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline hereunder or referenced herein, at any time and at its sole discretion. Any changes will be effective immediately upon posting by Nimses Inc. or upon notice by Nimses Inc. If you continue to order the Service following the posting of changes, it will constitute your acceptance of such changes.
    2. This Agreement constitutes the entire agreement between the Advertiser and Nimses Inc., superseding any prior agreements between the Advertiser and Nimses Inc. The Advertiser will not assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Nimses Inc. Any purported assignment or delegation by the Advertiser without the appropriate prior written consent of Nimses Inc. will be null and void. Nimses Inc. may assign this Agreement or any rights hereunder without consent of the Advertiser.
    3. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such provision will be deemed severable from this Agreement and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of this Agreement remain in full force and effect. Neither the course of conduct between the Parties nor trade practice will act to modify this Agreement.
    4. This Agreement is written in English. Provided any translated version of this Agreement conflicts with the English version, the English version prevails.