Terms and Conditions of 454 Commercials.
Terms and Conditions
1. Introduction
Welcome to 454 Commercials! These terms and conditions outline the rules and regulations for the use of 454 Commercials' website and services, including but not limited to https://www.454commercials.com and the 454 Commercials A.I Agent.
By accessing our website and using our services, you agree to comply with and be bound by these terms and conditions. If you do not agree with any part of these terms and conditions, please do not use our website or services.
2. Intellectual Property and Property Rights owned and produced under our trade mark.
2.1. Ownership: All content, trademarks, service marks, trade names, logos, and other intellectual property (collectively, the "Content") displayed on the website and related services are the property of 454 Commercials or its licensors. Unauthorized use of any intellectual property may violate copyright, trademark, and other laws.
2.2. License: Subject to your compliance with these terms, 454 Commercials grants you a limited, non-exclusive, non-transferable, revocable license to access and use the services for your personal, non-commercial use. This license does not include any resale or commercial use of the Content; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
2.3. Restrictions: You agree not to:
• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content on our website without explicit written permission from 454 Commercials.
• Use any meta tags or other hidden text utilizing 454 Commercials' name or trademarks without our express written consent.
• Reverse engineer, decompile, or disassemble any of our software or services.
2.4. Third-Party Content: The website may contain content owned by third parties. Any such content is the sole responsibility of the entity that makes it available. 454 Commercials does not claim ownership of any third-party content.
2.5. Copyright Law Compliance: All content on the website, including but not limited to text, graphics, logos, images, audio clips, video clips, and software, is protected by copyright laws and international treaties. Unauthorized copying, redistribution, or use of any copyrighted material without the express written consent of the copyright owner is strictly prohibited.
2.6. Fair Use and Permissions: Our educational videos and our AI libraries on this website may fall under the doctrine of "fair use" as defined by applicable copyright laws. If you believe your use of copyrighted material falls under fair use, you are still required to provide appropriate credit to the original author or creator. For uses beyond fair use, you must obtain permission from the copyright owner.
2.7. Reporting Infringement:
If you believe that your intellectual property rights have been infringed upon, please contact us at Contact@454commercials.com with the following information:
• A description of the intellectual property that you claim has been infringed.
• A description of where the material that you claim is infringing is located on the website.
• Your address, telephone number, and email address.
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the owner's behalf.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property.
2.8. Termination of Accounts for Repeat Infringers:
454 Commercials reserves the right to terminate the accounts of users who are found to be repeat infringers of intellectual property rights.
3. User Reviews and Testimonials
3.1. Responsibility: Users are solely responsible for the content they post, upload, or otherwise make available through our services. This includes ensuring that such content does not violate any applicable laws or the rights of others.
3.2. By submitting any reviews, testimonials, or related content (including but not limited to text, images, video, audio, and other materials) to 454 Commercials, you grant us a worldwide, non-exclusive, royalty-free, transferable, and sublicensable right to use, reproduce, distribute, prepare derivative works of, display, and perform that content in connection with the services provided by 454 Commercials and across different media. You represent and warrant that you own or have obtained all necessary rights and permissions to grant this license.
3.3. Monitoring: While 454 Commercials reserves the right to monitor and remove content that violates these terms, we do not guarantee that all content will be reviewed or removed.
4. Disclaimers and Limitation of Liability
4.1. Disclaimers: The services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
4.2. Limitation of Liability: To the fullest extent permitted by law, 454 Commercials shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:
• Your use or inability to use the services.
• Unauthorized access to or use of your content.
• Any content obtained from the services.
• Any conduct or content of any third party on the services.
In no event shall 454 Commercials, nor any of its officers, directors, employees, or collaborators, be liable to you for any damages arising out of or in any way connected with your use of our website or services, whether such liability is under contract, tort, or otherwise. 454 Commercials, including its officers, directors, employees, and collaborators, shall not be liable for any indirect, consequential, or special liability arising out of or in any way related to your use of this website or our services.
Please note that the final advertising products are governed by a separate legal agreement.
5. Indemnification
5.1. You agree to indemnify, defend, and hold harmless 454 Commercials, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, costs, demands, causes of action, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:
• Your access to or use of the services.
• Your violation of these terms.
• Your violation of any third-party rights, including intellectual property rights.
6. Changes to Terms
454 Commercials reserves the right to modify or replace these terms at any time. We will provide notice of any changes by posting the new terms on our website or by other means we deem appropriate. It is your responsibility to review these terms regularly. Your continued use of the services after any such changes constitutes your acceptance of the new terms.
7. User Accounts
To access most features of our website including AI tools, you are required to create an account. You must provide accurate and complete information and keep your account information updated. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password.
8. AI and Power Virtual Agent(Copilot) Usage
We utilize Artificial Intelligence (AI) and Power Virtual Agents to enhance our services. While we strive to ensure the accuracy and reliability of these technologies, we do not guarantee their performance and are not liable for any errors or omissions that may occur.
9. Client Obligations
Our clients are exclusively companies worldwide. By engaging our services, you warrant that you are a legitimate business entity with the authority to enter into agreements. You agree to provide accurate information and adhere to all applicable laws and regulations.
10. Severability
If any provision of these terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.
11. Assignment
454 Commercials is allowed to assign, transfer, and subcontract its rights and/or obligations under these terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these terms without prior written consent from 454 Commercials.
12. Governing Law
12.1. Jurisdiction: These terms and conditions are governed by and construed in accordance with the laws of Cyprus, and you irrevocably submit to the exclusive jurisdiction of the courts in that location for the resolution of any disputes.
12.2. Dispute Resolution: Any disputes arising out of or in connection with these terms, including any questions regarding their existence, validity, or termination, shall be resolved by the competent courts of Cyprus.
If you have any questions about these Terms and Conditions, please contact us at:
454 Commercials
Digeni Akrita street, n 22, Postal Code 8011, Cyprus
Email: Contact@454commercials.com
Phone: +35796123454
13. Confidentiality
Both parties agree to keep all information exchanged during the course of business confidential and not to disclose it to any third party without prior written consent, except where required by law. This includes, but is not limited to, business strategies, project details, and proprietary technologies.
14. Termination
We reserve the right to terminate your access to our website and services, without notice, for conduct that we believe violates these terms and conditions or is harmful to other users of the website, us, or third parties, or for any other reason.
15. Payment Terms
All services provided by 454 Commercials are subject to payment terms outlined in our agreements with clients. Payments must be made in accordance with the agreed terms, and any late payments may incur interest and additional charges. We reserve the right to suspend services until full payment is received.
16. Use of Subcontractors
454 Commercials reserves the right to use subcontractors to fulfill its contractual obligations. We ensure that any subcontractors we use are bound by confidentiality agreements and adhere to our standards of quality.
17. Communication
All notices and communications shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by electronic mail, or mailed by registered or certified mail (return receipt requested) to the respective parties at their respective addresses.
18. Force Majeure
454 Commercials shall not be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, or interruption or failure of electricity or telephone service.
19. Entire Agreement
These terms and conditions, together with any additional agreements you may enter into with 454 Commercials in connection with our services, constitute the entire agreement between you and 454 Commercials concerning our website and services and supersede all prior agreements and understandings with respect to the same.
20. Compliance with Digital Services Act (DSA)
In accordance with the Digital Services Act (DSA) of the European Union, 454 Commercials is committed to ensuring a safe, transparent, and accountable online environment. The following points outline our compliance with the DSA:
20.1. Transparency and Reporting
454 Commercials ensures transparency in its operations by regularly publishing reports on the moderation of content, removal requests, and other relevant activities. These reports are made available to the public to foster trust and accountability.
20.2. Notice and Action Mechanism
We provide a clear and user-friendly mechanism for users to report illegal content. Upon receiving a notice, we will act expeditiously to remove or disable access to the content, if it is deemed illegal under applicable laws. Users will be informed of the action taken.
20.3. User Rights and Redress
Users have the right to contest decisions made by 454 Commercials regarding content removal or other moderation actions. We offer an internal complaint-handling system and provide users with information on how to seek judicial redress if needed.
20.4. Protection of Minors
454 Commercials takes special care to protect minors using our platform. We implement age-appropriate measures and ensure that any content harmful to minors is restricted accordingly.
20.5. Transparency of Advertising
We ensure that all advertisements on our platform are clearly identifiable as such. Users are informed about the entities behind advertisements and the parameters used to target them, in compliance with the transparency requirements of the DSA.
20.6. Cooperation with Authorities
454 Commercials cooperates with national and EU authorities in their efforts to ensure compliance with the DSA. We provide requested information and support investigations as required by law.
20.7. Risk Mitigation
We conduct regular assessments to identify and mitigate any systemic risks associated with our services, such as the dissemination of illegal content or adverse effects on fundamental rights. Appropriate measures are implemented to address identified risks.
20.8. Data Protection and Privacy
454 Commercials adheres to the principles of data protection and privacy as outlined in the General Data Protection Regulation (GDPR). We ensure that user data is handled responsibly and transparently, with appropriate security measures in place.
21. Compliance with E-Commerce Directive
In accordance with the E-Commerce Directive (Directive 2000/31/EC) of the European Union, 454 Commercials is committed to ensuring transparency, accountability, and consumer protection in its online services. The following outlines our compliance with the E-Commerce Directive:
21.1. Information Requirements
454 Commercials provides clear and accessible information about our company, including:
• Our company name: D.I. 454 Commercials LTD
• Registered office address: Philopappou 5, FL43, Postal Code 1041, Cyprus.
• Contact information: Email: contact@454commercials.com, +35796123454
• Company registration number: ΗΕ 347114
•VAT identification number: 10347114h
21.2. Electronic Contracts
We facilitate the formation of electronic contracts through our platform. Key steps in this process include:
• Providing a clear description of the services offered.
• Ensuring that clients can review and correct any input errors before submitting an order.
• Promptly acknowledging receipt of orders by electronic means.
• Providing clients with the terms and conditions and other contractual information in a durable medium.
21.3. Liability of Intermediary Service Providers
454 Commercials acts as an intermediary in certain aspects of our services, especially when collaborating with other content producers . In line with the E-Commerce Directive:
• We do not monitor the information transmitted or stored by our collaborators.
• We are not liable for third-party content unless we are aware of its illegal nature and fail to act promptly to remove or disable access to it.
21.4 Unsolicited Commercial Communications
454 Commercials adheres to the regulations regarding unsolicited commercial communications (spam). We ensure that:
• Commercial communications are clearly identifiable as such.
• The natural or legal person on behalf of whom the commercial communication is made is clearly identifiable.
• Promotional offers, such as discounts and gifts, are clearly identifiable as such, and the conditions which are to be met to qualify for them are easily accessible and presented clearly and unambiguously.
21.5 Codes of Conduct
We adhere to industry codes of conduct to ensure best practices in our services. These codes of conduct are accessible to our clients and stakeholders, promoting transparency and trust in our operations.
22. External Links
Please note that while it is not our standard practice, our website may contain links to third-party websites or services that are not owned or controlled by 454 Commercials. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that 454 Commercials shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such websites or services.
23. Advertising Compliance
23.1. Compliance with EU Regulations
454 Commercials ensures that all advertising content is compliant with the following EU regulations and guidelines:
• Audiovisual Media Services Directive (AVMSD).
• European Advertising Standards Alliance (EASA).
• Misleading and Comparative Advertising Directive.
• IAB Guidelines & Technical Standards.
• National Regulations: We adhere to additional national regulations and standards in each EU member state where our content is distributed, protecting both the viewers and the integrity of the media services.
23.2. Compliance with US Regulations
All advertising content created, distributed, or managed by 454 Commercials is compliant with the following US laws and regulations:
• Federal Trade Commission (FTC) Guidelines.
• Children's Online Privacy Protection Act (COPPA).
• ePrivacy Directive.
• California Consumer Privacy Act (CCPA).
• Digital Advertising Alliance's (DAA)
• Americans with Disabilities Act (ADA)
• Other Relevant US Laws and Regulations: We adhere to all other relevant US laws and regulations governing advertising practices, ensuring compliance and protecting consumer rights.
24. Contractual Terms for Advertising Content
24.1 Individualized Contracts for Each Project
24.1.1 Customization of Contractual Terms:
• At 454 Commercials, we recognize that each advertising project is unique and requires tailored contractual terms to address the specific needs and circumstances of the project.
• For every advertisement video or other content that we produce, we draft a separate and individualized contract that is attached to the product sold.
• This approach ensures that all relevant aspects of the project are clearly defined and agreed upon by both parties, minimizing the risk of misunderstandings or disputes.
24.1.2 Key Factors Influencing Contractual Terms:
• Country of the Client: Contracts may vary based on the legal and regulatory requirements of the client’s country. This includes compliance with local advertising standards, data protection laws, and intellectual property regulations.
• Country of Advertisement Display: The contractual terms will take into account the advertising laws and cultural considerations of the country where the advertisement will be displayed. This ensures that the content is appropriate and compliant with local regulations.
• Products or Services Advertised: Different products or services may require specific terms related to claims, endorsements, and representations. For example, advertisements for healthcare products may need to comply with medical advertising regulations.
• Target Audience: Contracts will consider the characteristics of the target audience, such as age, demographics, and sensitivities. Special considerations may be needed for advertisements targeting children, vulnerable populations, or specific cultural groups.
24.2 Components of the Contract
24.2.1 Scope of Work:
• The contract will clearly define the scope of work, including the type of content to be produced, project timelines, deliverables, and any specific requirements or guidelines provided by the client.
24.2.2 Compliance with Regulations:
• Each contract will include provisions ensuring compliance with applicable laws and regulations in the relevant jurisdictions. This may cover advertising standards, data protection, consumer rights, and intellectual property.
24.2.3 Intellectual Property Rights:
• The contract will address ownership and usage rights of the produced content. It will specify whether the client receives exclusive or non-exclusive rights and outline any restrictions on the use of the content.
24.2.4 Payment Terms:
• Detailed payment terms will be included, covering the total cost, payment schedule, and any additional fees or expenses. This ensures transparency and mutual agreement on financial aspects.
24.2.5 Confidentiality and Non-Disclosure:
• Confidentiality clauses will protect sensitive information shared between 454 Commercials and the client. Non-disclosure agreements (NDAs) may be included to prevent unauthorized disclosure of proprietary information.
24.2.6 Termination and Amendments:
• The contract will outline conditions for termination, including breach of terms, mutual agreement, or force majeure. It will also provide a process for making amendments to the contract if necessary.
24.2.7 Dispute Resolution:
• Provisions for dispute resolution will be included, specifying methods such as mediation, arbitration, or legal proceedings. This ensures a clear process for resolving any disagreements that may arise.
25.3 Importance of Tailored Contracts
24.3.1 Legal Protection:
• Customized contracts provide legal protection for both 454 Commercials and our clients by clearly outlining rights, responsibilities, and expectations. This reduces the risk of legal disputes and ensures compliance with relevant laws.
24.3.2 Flexibility and Adaptability:
• Tailored contracts allow us to be flexible and adapt to the specific needs and circumstances of each project. This ensures that we can effectively address diverse requirements and deliver high-quality content that meets our clients’ goals and complies with all necessary regulations.
24.3.3 Clear Communication:
• By specifying all terms and conditions in a detailed contract, we ensure clear communication between 454 Commercials and our clients. This transparency helps build trust and fosters a collaborative working relationship.
24.3.4 Risk Management:
• Individualized contracts help manage risks by addressing potential issues upfront. This proactive approach allows us to identify and mitigate risks related to legal compliance, intellectual property, and project execution.
24.4 Process for Drafting and Approving Contracts
24.4.1 Initial Consultation:
• The process begins with an initial consultation with the client to understand their needs, objectives, and specific requirements for the advertisement project. This helps us gather all necessary information to draft a comprehensive contract.
24.4.2 Drafting the Contract:
• Based on the initial consultation, our legal team drafts a contract tailored to the specific project. This includes detailing the scope of work, compliance requirements, intellectual property rights, payment terms, and other relevant provisions.
24.4.3 Client Review and Feedback:
• The draft contract is shared with the client for review. The client can provide feedback, request clarifications, or suggest amendments to ensure the contract aligns with their expectations and requirements.
24.4.4 Negotiation and Finalization:
• Any necessary negotiations take place to address the client’s feedback and reach a mutual agreement on the terms. Once both parties are satisfied, the contract is finalized and signed.
24.4.5 Implementation and Compliance Monitoring:
• After the contract is signed, we proceed with the project as per the agreed terms. Throughout the project, we monitor compliance with the contractual terms to ensure all obligations are met and deliverables are produced to the required standards.
By drafting individualized contracts for each advertisement project, 454 Commercials ensures that all legal, regulatory, and client-specific requirements are thoroughly addressed. This approach not only enhances the quality and effectiveness of our advertising content but also protects the interests of both our clients and our company.
This detailed and flexible contracting process allows us to deliver customized solutions that meet the diverse needs of our clients while adhering to the highest standards of legal and ethical compliance.
**Definitions**
454 Commercials| 454 | : Refers to the company operating the website, providing various services and content to users.
| D.I. 454 COMMERCIALS LTD | Cyprus.
Advertising product: A digital video and material created for the purpose of promoting a product, service, or brand.
Client or Customer: A business entity or individual purchasing products for commercial use.
Order: A request to purchase a product submitted by customer through the website.
Account: The personal profile created by a user to access certain features or services on the Website operated by 454 Commercials.
User: Any individual or entity that accesses or uses the website operated by 454 Commercials.
Power Virtual Agent| Copilot | 454 Commercials A.I Agent |: Refers to the AI-powered chatbot service integrated into the 454 Commercials website, designed to assist Users by providing automated responses, information, and support based on user queries. The Power Virtual Agent Bot leverages natural language processing to understand and respond to user inputs, enhancing the overall user experience on the website.