General Terms and Conditions of PROGEX
1. Subject of the cooperation
The use of Progex services shall be constituted by the acceptance of the present General Terms and Conditions by the party, recipient of the services. The service user, by accepting the present General Terms and Conditions, acknowledges, that he/she had previously read, understood, and by the act of registration, accepts all provisions of the General Terms and Conditions as legally binding upon himself/herself.
In the present Agreement “You” means any natural person or entities with or without legal personality (and / or any person, company, successor of those, agency or network which represents You) using the service, “We” or “Progex” means Newdigital Services DMCC (seated at: United Arab Emirates, Dubai, DMCC Business Centre, Jewellery & Gemplex, 3.; registration no.: DMCC101603), „Parties” mean You and Newdigital Services DMCC altogether. If You initiate the use of the services and You are a natural person, then You state that You have neither completely nor partially limited capacity and You are over 18 years of age (major) and furthermore declare that You are not considered as a consumer.
The services in the legal relationship arising from the present General Terms and Conditions mean: “Displaying advertisements and creating/purchasing data packages via your website or your mobile site” (furthermore: “Services”).
2. Use of the Services
You are entitled to use the Services in accordance with the present General Terms and Conditions, as permitted by this General Terms and Conditions and according to the relevant law. Misuse of the Services is prohibited. You are required to act as reasonably expected during the usage of the Services. The abuse of rights is prohibited. At any time You are entitled to give up the use of the Service by removing the relevant code from your site.
3. Access to the Services
You may use the Services by creating and accepting a Progex account (“Account”). The Account shall be created in accordance with the instructions on the Progex website, which is available on the following webpage: www.prgoex.media
You shall use only one Progex Account. Progex is entitled to refuse or restrict the right of access to the Services. You are obliged to enter your Account at least once a month.
4. Modification of the Services; modification of the General Terms and Conditions
We continuously update and develop our Services. We are entitled to remove any functionality or application of the Services at any time, or add new function or application to the Services, and furthermore we have the right to suspend or terminate to provide the Services, of which Progex will posteriorly inform You.
We shall amend the present General Terms and Conditions at any time. Any amendment – either on the Services or on the General Terms and Conditions – shall be disclosed on the present site. The amendments have no retrospective effect and they enter into force on the 14th day after their publishing. However, those modifications, which are related to the new functionality of the Services and those, which, are necessary for legal reasons, shall enter into force at the same time with their disclosure. Should You disagree with any amended provision of the General Terms and Conditions, You have the right to withdraw from the agreement containing this General Terms and Conditions by removing the code.
5. Payment
Under the General Terms and Conditions You are entitled to a fee based on the number of valid events (mainly, but not limited to, clicks, and impressions) on the advertising content (“Advertisement”) displayed on your site/application where a Progex code has been incorporated, and furthermore after any other valid action which are in connection with the publication of the Advertisements on your sites in a way specified by Progex.
You will be remunerated if the balance of the Account arising after the number of visitors associated with the published Advertisement achieved / performed by You in the current month shall reach or exceed the payment limit or threshold specified by Progex. The settlement shall take place between the 25-30th day following the reference month. The threshold is 100 EUR. In case of termination of the relationship between the Parties during the accounting period, for the way of settlement the provisions of the section “Termination” of the present General Terms and Conditions shall be applied.
Calculation of fees shall be based only on our records and bookkeeping. Any amount generated in connection with any invalid action or event shall be deducted from the fee You are entitled for just as determined by Progex at its discretion. In all cases it is Progex who shall identify the invalid action or event which shall be – including but not limited to – the following:
(i) spam, invalid query (search), invalid presentation of Advertisement or invalid click on an Advertisement by any person, or on a way generated by a robot, automated program or by using a similar device, including any click or presentation originated from your IP address or any computer under your control;
(ii) those clicks, presentation which the users provided or encouraged by paying off or deceiving of them or where the users were prompted to click on the Advertisement or do something else;
(iii) providing Advertisement for users whose browser has disabled JavaScript;
(iv) when a third party reports the invalid act; and
(v) those clicks, impressions that are significantly affected or related to the acts specified in the above mentioned (i, ii, iii) points.
Should You wish to dispute any payment or deduction related to the Services, You have to notify Progex about it in writing within 30 days of the payment. If you do not object to the complained payment or the deduction within the above deadline, then after the expiry of the deadline for objection You have no right to dispute the mentioned payment or deduction anymore. If any advertiser whose Advertisement has been published on any device fails to comply with its payment obligation to Progex, Progex shall deduct from your payment or withhold it until the advertiser completely complies with its payment obligations.
In order to ensure the appropriate payment without any delay, it is your responsibility to provide and keep up-to-date information on your contact details and payment information in your Account. It is your obligation to pay any cost charged by your bank or financial service provider, these cannot be charged to Progex in any case.
6. Rights attached to intellectual products
Unless otherwise provided in the present General Terms and Conditions, neither of the Parties shall acquire right, title or entitlement to the right attached to the intellectual products of the other party.
You shall have right of use only in order to use and benefit the Services provided by Progex as permitted by the present General Terms and Conditions. You are not entitled to copy, modify, sale, distribute or lease the Services, including the entire software or any part of it, nor You have right to decrypt or reverse-engineer the software or to get to know the source code. By accepting the present General Terms and Conditions You expressly agree to list your name or brands (logo, commercial name etc.) in our presentations, marketing leaflets and lists of customers without any further permission.
7. Data protection
Our privacy policy contains the regulation of the way We handle your personal data when using our Services and how We protect the right of privacy. By using the Services You acknowledge that You have become aware of and understood the privacy policy of Progex.
It is your duty to assure that whenever You use the Services, your site contains a clearly titled and easily available privacy policy which provides users clear and complete information on cookies, device-specific information, data on geographical location or any related information which is stored on, accessed from or collected from the user’s device in connection with the Service, including the information on the cookie management options of the user. You are obliged to make economically reasonable efforts to obtain the consent of the user, if the applicable law requires it, to store or access cookies, device-specific information, data on geographical location or any other data on the device of the user in connection with the Services.
8. Confidentiality
You agree not to disclose any Confidential Information of Progex without our prior written consent. “Confidential Information of Progex” means inter alia: (a) any software, technology or documentation in connection with the Service; (b) data on clicks and any other statistical data which are in connection with the efficiency of the page related to the Services; (c) any other information which Progex makes available and is classified as confidential or what generally shall be considered confidential under the circumstances of the transfer, in particular the business secret and proprietary knowledge according to Act LIV of 2018 on the protection of trade secrets. An information shall not be considered Confidential Information of Progex where You have been lawfully aware of prior to using the Services, which is not disclosed as result of your fault, which You independently developed or which has been legally transferred to You by a third party.
9. Termination
You shall terminate the agreement based on the present General Terms and Conditions at any time by removing the codes. The Parties agree that the agreement ceases when there are no impressions registered in your Account within 30 days after the codes have been removed. If You terminate the agreement and your balance reaches or exceeds the applicable threshold, We will pay You the relevant fee within 90 days of the end of the month of the termination, if You have not committed an invalid act or event. In case of a balance not reaching the threshold, You are not entitled to any payment.
Progex is entitled to terminate the agreement at any time or to suspend or terminate for any reason the participation of any site in the Services. If the termination of the agreement is based on your breach of contract or any illegal (invalid) activity, We have the right to deny the payment of the fee based on your balance or to debit your balance up to our claim against You. If You breach the contract or Progex suspends or terminates your right to participate in the Services, You will no longer be entitled to create a new Account under the present General Terms and Conditions.
10. Obligation of remediation of the recipient of the service
You agree to compensate Progex and its advertisers for the claims of any third parties arising out of or connected to the site, including any content of the site provided not by Progex, and furthermore those which are in connection with your use of the Services or your breach of any provision of the present General Terms and Conditions. The advertisers of Progex as third parties are the beneficiaries of the present provision on remediation.
11. Declarations of the Parties
By acceptance of the present General Terms and Conditions You declare that (i) You are authorized to conclude this agreement; (ii) You are the owner of the site or in the possess of the right to represent the owner in case of every site; (iii) in case of every site where the Services are implemented You shall make the technical and editorial decisions and You have right to exercise control over how the Services are implemented on each site; (iv) Progex has never previously noticed or otherwise terminated any account which You created due to your breach of the General Terms and Conditions or the agreement based on it or because of your invalid activity; (v) the conclusion or the performance of the General Terms and Conditions or the agreement based on it does not contravene any contract concluded with third parties or does not prejudice the rights of third parties; (vi) every information provided by You to Progex is valid and accurate.
UNLESS THE AGREEMENT EXPRESSLY OTHERWISE PROVIDES IT, WE DO NOT MAKE ANY PROMISES OR TAKE RESPONSIBILITY IN CONNECTION WITH THE SERVICES PROVIDED. IN PARTICULAR WE ARE NOT LIABLE FOR THE CONTENT IN THE SERVICES, THE SPECIAL FUNCTIONS OF THE SERVICES OR THEIR PROFITABILITY, RELIABILITY, ACCESSIBILITY AND COMPLIANCE WITH YOUR REQUIREMENTS. WE PROVIDE EVERY SERVICE IN THE CONDITION WHEN THE PRESENT GENERAL TERMS AND CONDITIONS ARE ACCEPTED.
IN THE FULLEST EXTENT PERMITTED BY LAW WE EXCLUDE OUR LIABILITY, BE IT IMPLIED, EXPRESSED OR LEGISLATIVE. WE EXPRESSLY EXCLUDE OUR LIABILITY OR COMMITMENT ABOUT INFRINGEMENT, MERCHANTABILITY AND SUITABILITY FOR SPECIFIED PURPOSES.
12. Limitation of liability
IN THE FULLEST EXTENT PERMITTED BY LAW WE EXCLUDE OUR LIABILITY - EXCEPT REMEDIATION BASED ON THE PRESENT AGREEMENT - OR THE RESPONSABILITY FOR THE BREACH OF ANY (OWNERSHIP) ENTITLEMENT CONNECTED TO THE MAINTAINANCE OF THE RIGHT ATTACHED TO INTELLECTUAL PRODUCTS, OBLIGATION OF KEEPING CONFIDENTIAL INFORMATION AND FURTHERMORE DATA PROTECTION REGULATION AND / OR RELATED TO THE AGREEMENT.
(i) THE PARTIES AGREE THAT NEITHER OF THEM SHALL PRESENT A CLAIM TO THE OTHER PARTY FOR THE BREACH OF CONTRACT OR FOR ANY OTHER NON-CONTRACTUAL DAMAGES, THOUGH
(ii) THE PARTIES DECLARE THAT THEIR LIABILITY IS LIMITIED, WHICH MEANS THAT ANY OF THEM SHALL BE LIABLE ONLY UP TO THE AMOUNT SPECIFIED IN THE PRESENT SUBSECTION AND OVER THIS AMOUNT IS NOT REQUIRED TO PAY ANY ADDITIONAL COMPENSATION OR IS NOT OBLIGED TO MAKE A PAYMENT UNDER OTHER TITLE. THE PARTIES STATE THAT THE MAXIMUM AMOUNT OF THE LIABILITY IS THE NET AMOUNT WHICH THE PARTY IN QUESTION HAS ACQUIRED OR RECEIVED IN CONNECTION WITH THE PRESENT AGREEMENT OR FOR WHICH HAS BECOME ENTITLED DURING A THREE-MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM. Both Parties acknowledge that the other Party concluded the present Agreement with regard to and taking into account the provisions of the Agreement on limitation of liability and that these restrictions constituted an essential basis for the agreement of the Parties.
13. Miscellaneous
Completeness clause; amendments. The present General Terms and Conditions shall be considered our complete agreement on your use of the Services and it replaces any prior or contemporaneous agreement concluded on the same subject. The present General Terms and Conditions shall be modified as follows: as set out in Section 4.
Assignment. You are not entitled to assign or transfer your rights established under the agreement based on the present General Terms and Conditions.
Independent parties. The parties are independent contractual partners and the agreement based on the present General Terms and Conditions shall not create an agency relationship, partnership, association or joint venture.
Exclusion of third party beneficiaries. With the exception as set out in Section 10, the agreement based on the present General Terms and Conditions does not create beneficiary rights related to third parties.
Lack of waiver. With the exception as set out in Section 5, if any party fails to enforce a provision of the agreement based on the present General Terms and Conditions, it shall not result in a waiver.
Invalidity. If any provision of the agreement based on the present General Terms and Conditions is invalid, the rest of the agreement shall not be affected.
Applicable law; relevant court. The Hungarian law governs any dispute arising in connection with the agreement based on the present General Terms and Conditions or related to the provided Services; the rules on conflict law of Hungary shall be excluded; for the purpose of deciding on the disputes the parties consent on the exclusive jurisdiction – depending on the amount in dispute - of the District Court of Székesfehérvár or the General Court of Székesfehérvár.
Force majeure. Neither Party shall be liable for non-contractual performance, if (and to the extent) it is due to causes without any fault on the party (such as natural disaster, war or terrorist act, rebellion, governmental action or disorder of internet).
Notifications. With respect to your use of Service we may approach you on service announcements, administrative messages and other information. For information on contacting Progex please visit the home page of our website which shall be available as follows: www.progex.media
14. Notification
Progex hereby specifically informs You that the underlined provisions of Section 9, 11 and 12 of the present General Terms and Conditions differ significantly from legislation and the standard contractual practice