Advertising and Business Services Terms and Conditions

Welcome to the Scinup™ marketing and advertising solutions, which also incorporates deScinerNet™ online advertising sale and management service, (collectively the "Service"). An Advertiser places a text, image or rich media advertisement ("Advertisement") via the Service into an Ad Space that is displayed on Scinup™ web sites, newsletters, or any other deSciner™ Business Network Limited online media services and publications, affiliate media services and partner web sites, (collectively the "Site(s)"). Advertisements are viewed by individuals ("Viewers"), who access Advertisements via the World Wide Web.

The following sets forth the Terms and Conditions under which advertisements may be published through deSciner™ Business Network Limited (BioCity Nottingham, Pennyfoot Street, Nottingham, NG1 1GF, United Kingdom) in association with its partners, affiliates, subsidiaries, third party contractors and licensees (collectively, the "Publisher") by advertisers (”Advertiser”) and/or, if applicable, advertising agencies (”Agency”). Ad Spaces placed on Scinup™ web sites, newsletters, or any other deSciner™ Business Network Limited online media services and publications, are managed by the Publisher. The Service is run by deSciner™ Business Network Limited (BioCity Nottingham, Pennyfoot Street, Nottingham, NG1 1GF, United Kingdom in association with Adify Corporation (1100 Grundy Lane, Suite 300, San Bruno, CA 94066, USA), their subsidiaries, third party contractors and licensees (together, the "Service Provider").

deSciner™ Science Network enables publishers and Advertisers to create, execute, and manage online advertising transactions. Service Provider is not involved in the actual transaction between an Advertiser and a Publisher, is not the agent of, and has no authority for or control over either party for any purpose. Any Publisher who uses the Service to sell and/or manage Advertisements, and any Advertiser who uses the Service to buy and/or manage Advertisements must accept the Terms and Conditions set here in as part of this agreement, in full. By registering for and using the Service, you agree to be bound by all terms and conditions of this Agreement.

Service Provider reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Service, at any time and in its sole and absolute discretion. You are responsible for reviewing any applicable changes. Changes may be posted without notice to you. Your continued use of the Service following Service Provider's posting of any changes will constitute your acceptance of such changes or modifications.

If you wish to join the Service as a Publisher or Affiliate, please refer to deScinerNet™ Terms and Conditions. THIS AGREEMENT IS ONLY VALID FOR ADVERTISERS AND AGENCIES, NOT PUBLISHERS JOINING OR WISHING TO JOIN THE SERVICE. Detailed Guidelines and FAQs (the "Guidelines") cover the specific use of deScinerNet™ can be found at Guidelines and FAQs. The Guidelines, as they may be modified from time to time, are incorporated herein by reference, and have the same force and effect as if they were fully part of this Agreement.

1. Submission of Advertisement

Submission of Advertisement to the Publisher constitutes your acceptance of the following terms and conditions:

1.1 The Publisher shall provide services as set out in these Terms and Conditions either subject to a quotation provided or on the basis of an order received from the Advertiser or Agency, but in any case, always subject to these Terms and Conditions, which shall govern any contract to the exclusion of any other terms subject to which any quotation is accepted or purported to be accepted or any order is made or purported to be made by any Advertiser or Agency. No variation to these terms shall be binding unless agreed in writing and signed by an authorised representative of the Publisher.

1.2 Any typographical, clerical or other error or omission in any literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Publisher shall be subject to correction without any liability on the part of the Publisher.

1.3. All advertisements are accepted and published by the Publisher on the understanding that the Advertiser and/or Agency are properly authorised to publish the entire contents and subject matter thereof. All copy, text and illustrations are subject to the Publisher’s approval before execution of order. The Publisher reserves the right to, at any time, reject or exclude any material that is in the Publisher’s opinion, illegal, misleading, unfair or harmful to any third party or which, for any other reason, is considered unsatisfactory. This condition shall apply whether or not the same has already been acknowledged and/or previously published. The rejection of copy by the Publisher for any reason whatsoever shall not be considered a breach of contract but shall require the Advertiser and/or Agency to submit new material acceptable to the Publisher.

1.4. All advertising orders must be paid for in advance of the advertising date set forth in the advertising order. Payment as set forth in the advertising order shall be made to the Publisher within 30 days of the date of invoice. All advertisement will be published subject to receipt of payment.

1.5. The Publisher will not accept any responsibility for any quality discrepancy perceived in the published material. We strongly advise you to follow our Advertising Specifications to minimise any such discrepancies.

1.6. The Publisher reserves the right to refuse or alter any incorrectly supplied material and hold the advertiser, agent or supplier liable for any additional production charges incurred.

1.7. The Publisher at its option, may terminate its relationship with Advertiser and /or Agency for the breach of any of the terms thereof, it being specifically understood without limitation that failure on the part of the Advertiser and/or Agency to pay each bill on or before its due date shall constitute a breach. Should the Publisher terminate its relationship with the Advertiser and/or Agency, all charges incurred together with short-rate charges shall be immediately due and payable.

1.8. The Publisher reserves the right to adjust the rates set forth herein at anytime.

1.9. The Publisher shall not be liable to any Advertiser or Agency or be deemed to be in breach of contract by reason by any delay in performing or any failure to perform any of the Publisher’s obligations if the delay or failure was due to any cause beyond the Publisher’s reasonable control. Without limiting the foregoing, the following shall be regarded as beyond Publisher’s reasonable control:-
Act of god, fire or accident, war or threat of war or civil disturbance, any act, restriction, regulation, bylaw or prohibition of any governmental parliamentary or local authority, strikes, lock outs or other industrial action, difficulties in obtaining raw materials, labour, fuel, parts or machinery or any power failure or breakdown in machinery.

1.10. If the Publisher unintentionally or inadvertently fails to publish any advertisement or advertising material, then the Advertiser or Agency shall have no liability to make payment under the relevant order, however, this shall not otherwise constitute a breach of contract or otherwise subject the Publisher to any liability whatsoever, including not limited to any indirect or consequential loss or profit or damages whatsoever or howsoever arising.

1.11. The Advertiser and/or Agency may not cancel any orders or make changes to advertisements after a date specified in the rate card prior to the first date on which the advertising is scheduled to appear. Covers and preferred position placements are non-cancelable. When change of copy is not received by the closing date, copy run in the previous campaign will be inserted.

1.12. Except as otherwise expressly provided in the advertising order, positioning of advertisements within the Publisher’s websites, newsletters or any other medias products and publications is at the sole discretion of the Publisher, except when a request for a specific preferred position is accepted by the Publisher in writing.

1.13. Dealines -- All advertising orders must be received no later than 5 working days prior to the agreed campaign start date. This allows sufficient and adequate testing of the supplied files.

1.14. Cancellations -- Written cancellations must be received no later than 3 working days prior to the agreed campaign start date. Cancellations received after the online advertising closing date will be invoiced and the full amount will be paid by the advertiser and/or agency.

2. General Advertiser and Agency Terms and Conditions

2.1 Advertiser shall be liable for all charges that accrue based on the Advertisements and other services actually purchased. All prices and charges listed by Publisher/Service Provider or entered by Advertiser (including, but not limited to, Maximum Bid, Daily Budget, etc.) are exclusive of Value Added Tax (VAT) unless stated otherwise. Advertiser agrees to pay all applicable charges under this Agreement, including VAT and any other applicable taxes or charges imposed by any government entity. Service Provider provides tracking tools, and in the event of any dispute in the running of an ad, the number of impressions, click-through or transaction on any Advertisement, Advertiser hereby agrees that the tracking metrics provided by Service Provider shall be the official tracking metrics for resolving the dispute.

2.2 Publisher and Service Provider reserve the right to, and in their sole discretion may, at any time review, reject, or remove any Advertisement. The sole liability of Publisher and Service Provider to Advertiser for removal of any Advertisement is limited to a refund of any fees paid for Advertisements that have not yet run, if any. Notwithstanding the foregoing, Publisher cannot remove an Advertisement that was purchased on a sponsorship basis and still has time to run unless it is in breach of these terms and conditions.

2.3 Payments are to be made via PayPal, with credit card, or, upon special arrangement, by cheque or wire transfer to the account designated by Service Provider. If an Advertisement is not accepted, Service Provider shall return the fee paid upon submission of the Advertisement to Advertiser via either 1) the PayPal system to the PayPal account Advertiser used for payment, or 2) by refunding the credit card purchase, or 3) by mailing Advertiser a cheque to the postal address registered with Service Provider via the appropriate Service Provider form, if the ad was paid for by cheque or wire transfer. Any cheque not cashed within its expiry period will be forfeited and the payment is cancelled. Other than as specifically described above, all fees paid for Advertisements are non-refundable.

2.4 Advertiser may not use the Service in order to transmit, distribute, store or destroy material, including without limitation material or content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, including any information that personally identifies any consumer, or (c) that is defamatory, obscene, threatening, libellous, abusive, hateful or otherwise illegal, or (d) any personal data. Service Provider reserves the right to restrict, suspend, or terminate Advertiser's access to all or any part of the Service at any time, for any or no reason, with or without prior notice, and without liability.

2.5 Advertiser agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Service Provider's servers. Advertiser agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service's hardware, bandwidth or software. Advertiser agrees not to impede or interfere with others' use of the Service. Advertiser further agrees not to alter or tamper with any information or materials on or associated with the Service.

2.6 By submitting an Advertisement to the Service, the Advertiser grants Service Provider the right to reproduce, publish, display and distribute, without additional charge, the Advertisement on any of the Service Provider sites or in any Service Provider collateral materials, including but not limited to www.adify.com. In addition, Advertiser hereby agrees that Publisher and Application Provider may display the Advertisements, free of charge, on other sites maintained by Publisher or by Service Provider. If you wish to opt out from providing Service Provider such additional rights, please contact Service Provider by sending an email to\n This e-mail address is being protected from spambots. You need JavaScript enabled to view it This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

2.7 Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertisements and further represents, that the contents are not unlawful, do not infringe the rights of any person or entity and that the Advertiser has obtained all necessary permission or releases to display the Advertisement.

2.8 Advertiser further represents and warrants that any Web Site linked to Advertiser's Advertisement(s) complies with all laws and regulations in any state or country where the Advertisement is displayed and is not false, misleading, defamatory, obscene, libellous, slanderous, threatening, abusive, hateful or otherwise illegal.

2.9 Advertiser hereby grants Publisher, Service Provider and their agents the right to publish the Advertisement.

3. Intellectual Property

3.1 All Advertisements uploaded to the Service by Advertiser including, without limitation, all intellectual property rights in the same, shall remain Advertiser's sole and exclusive property.

3.2 All software, equipment, data, information and materials, developed or provided by Service Provider or its suppliers under this Agreement or used by Service Provider to provide the Service, including all intellectual property rights in the same, shall remain the sole and exclusive property of Service Provider or its suppliers, as the case may be.

4. Liability/Warranties/Indemnification

4.1 The Advertiser shall indemnify Service Provider with respect to all liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with a breach of your obligations under this Agreement.

4.2 The Advertiser acknowledge that they are using the service at their own risk. The Service is provided "as is", and Service Provider and its affiliates hereby expressly disclaim any and all warranties, express and implied, including but not limited to any warranties of accuracy, reliability, title, merchantability, non-infringement, fitness for a particular purpose or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form, including but not limited to the accuracy or completeness of any information contained therein or provided by the service. Service Provider, its affiliates and its third party service providers do not represent or warrant that access to the Service will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses will be transmitted on the Service.

4.3 No advice or information, whether oral or written, obtained from the Service Provider through or from the Service shall create any warranty not expressly stated in this Agreement.

4.4 Service Provider shall not be liable to Advertiser for any direct, indirect, special or consequential damages allegedly sustained arising out of this Agreement, Publisher's access to or inability to access the Service, including for viruses alleged to have been obtained from the Service, your use of or reliance on the Service or any of the information or materials available on the Service, regardless of the type of claim or the nature of the cause of action, even if advised of the possibility of such damages. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

4.5 Service Provider reserves the right to remove from its servers any Advertisement or Publisher Content which it determines to be in violation of its rules and guidelines.

4.6 Publisher and Advertiser are each responsible for all usage or activity on their account management tools, including use of the account by any third party authorized to use their user name and password. Publisher and Advertiser are each advised to maintain the confidentiality of their account management password and are responsible for ensuring that the account is exited at the end of each session.

5. Termination

5.1 Service Provider reserves the right to terminate Publisher or Advertiser’s use of the Service and remove your Ad Space or your Advertisement from the Service without notice for any reason, or for no reason.

5.2 A Publisher may terminate this Agreement for any reason, or for no reason, by sending an e-mail to This e-mail address is being protected from spambots. You need JavaScript enabled to view it This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Termination will take effect 2 months after receipt of your email. Notwithstanding the foregoing, a Publisher cannot terminate this Agreement if it has any outstanding Sponsorship Advertisements running in its Ad Spaces, or if it purchased Sponsorship that is active. If a Publisher discontinues or suspends Ad Space into which Sponsorship Advertisements have been displayed, the Publisher agrees to reimburse all such Advertisers the total amount of their Sponsorship purchase.

5.3 On termination, the Publisher shall remove its Ad Space from its Site(s) and stop all current and pending advertising purchases.

6. Miscellaneous

6.1 This Agreement shall be governed in all respects by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts. If any provision of these Terms & Conditions are held by a court of competent jurisdiction to be illegal or unenforceable under applicable law, that provision shall be limited or eliminated to the minimum extent necessary under such law so that these Terms & Conditions shall otherwise remain in full force and effect and enforceable.

6.2 This Agreement constitutes the entire agreement between the Publisher, the Advertiser and Service Provider with respect to the subject matter hereof and there are no representations, understandings, or agreements that are not fully expressed in this Agreement.