This contract describes the Terms and Conditions (hereinafter “Terms and Conditions”) applicable to the use of the services provided by Mercado Libre Colombia Ltda. within the website http://mercadoclics.mercadolibre.com.co/ (hereinafter “Mercado Libre” or the “Website”) for its product “Mercado Ads”.

The Mercado Ads Terms and Conditions are part of the General Terms and Conditions of Mercado Libre.

Any person (hereinafter the “User” or in plural the “Users”) who wants to contract the Advertising services offered by Mercado Ads (hereinafter the “Service” or “Advertising”) may do so under these Terms and Conditions.

ANY PERSON WHO DOES NOT ACCEPT THESE GENERAL TERMS AND CONDITIONS THAT ARE MANDATORY AND BINDING WILL HAVE TO REFRAIN FROM USING THE WEBSITE AND/OR ITS SERVICES.

Before using Mercado Ads, the User must read, understand and accept all the conditions established in the Terms and Conditions as well as in other documents included by reference in it.

Object

The services subject to these Terms and Conditions are: (i) advertising on the websites www.mercadolibre.com.co, other websites that belong to Mercado Libre and/or its affiliates, for the users that advertise their products with the intention of selling their products and/or services (hereinafter the “Ads”) and ii) to facilitate direct contact between website visitors who are interested in purchasing products and services listed.

MercadoLibre is not a provider, owner or holder of any of the products or services listed by the users, it limits its activity to offering the Services mentioned above. 

Advertising Replication

The User declares to understand and accept that the Service contracted might be replicated, with no additional costs, in different websites, apps, or any other media owned or operated by a person outside of Mercado Libre and with whom Mercado Libre may maintain and/or generate a commercial relationship (hereinafter the “Partner Website”).

In these cases, the User declares to understand, accept and authorize that the placement of their ads will imply giving the Partner Websites access to the content of the ads, including –among others– any image, URL, contact information, or other information that may be obtained from the mentioned URL, as well as other details that refer to questions and/or clicks.

The User declares to understand and accept that any communication related to the ads on the Partner Website must be addressed directly and solely to Mercado Libre.

Mercado Ads does not guarantee: (i) the placement, position, or delivery time frame of any ad, nor (ii) the amount of impressions, listings, conversions or clicks on any ad, whether on the Partner Website or on the Website. 

Responsibility of the parties

MercadoLibre does not guarantee continuous or uninterrupted access to and use of the Website, which is why it may eventually be unavailable due to technical issues or Internet failures in the links or due to any other circumstance beyond MercadoLibre's control.

The User hereby expressly acknowledges that they will not hold Mercado Libre liable or demand compensation for the damages that they may suffer as a consequence of the mentioned difficulties.

Mercado Libre will not be responsible for any indirect damage, loss of profit, moral damage, or loss of chance, which in any way may result from or be directly or indirectly related to the Advertising on Mercado Clics.

The User declares that the Advertising content (keywords, information, URL, images, etc.) as well as websites, services and landing pages that can be accessed from Mercado Clics Advertising links are not illicit and do not infringe intellectual or industrial property rights or trademark rights, and that the User will be the only one responsible for them. 

The User undertakes to hold Mercado Libre harmless from any responsibility, as well as its directors, managers, employees, agents, operators, representatives and proxies from any expense or loss of any sort that Mercado Libre may have to incur due to a legal, extralegal and/or administrative complaint by third parties, as a direct or indirect consequence of the content of the Advertising contracted by the Mercado Ads Users.

Advertisement Refusal or Cancellation

Mercado Libre reserves the right to refuse or cancel the Advertising contracted by the User on Mercado Ads without stating the reason or giving prior notice and without it generating any right whatsoever in favor of the User to make any complaint for damages nor any other sort of compensation.

Cancellation

The User can cancel the Advertising at any given time without giving prior notice to Mercado Libre, through their Mercado Ads account. The online Advertising cancellation on behalf of the User will become effective in a time frame no longer than 24 working hours.

Prohibition of Transfer or Resale of the Advertising on Mercado Ads

The User may not resell or transfer under any form or title the rights and obligations set forth herein, except with the prior express written authorization of Mercado Libre.

Granting of License

The User states and guarantees being owner and grants Mercado Libre all rights (including but not limited to copyright, trademark, patents, advertising or other rights) over the Advertising contracted on Mercado Ads (including but not limited to the rights necessary to save cache, route, transmit, store, copy, edit, distribute, reproduce, publish, reformat, fragment) related to this Agreement.

Fees 

The price for the Advertising on Mercado Ads is variable since it will depend on the number of daily clicks received on each Ad and of the “cost per click” of each one, with the User determining during the contracting of Mercado Ads the maximum daily budget they are willing to pay for the Advertising services.

The fees of the clicks are generated daily and can be checked by the User in their Mercado Ads account. Mercado Ads reserves the right to determine the “cost per click” of each Ad without the need for prior notice, based on certain variables such as the category of the item, the time of the click, and the platform from which clicks are registered. The fees generated by Mercado Ads will be billed and paid by the User in the same manner and within the time frame applicable for the fees on their Mercado Libre account. 

Auctions

Some or all the Advertising placements on Mercado Libre might be subject to auctions that determine the order and exhibition of the Ads.

The auction is carried out according to the score each Ad has (the “Ranking”) at the time of the search on the Website. This Ranking is made up of objective variables that are predetermined by Mercado Libre, such as:

• i) the context of the search performed, the quality and content of the Ad (“AdScore”) and ii) the cost per click that the User is willing to pay, which will be calculated according to the objective and predetermined variables, among which is the percentage of investment in relation to the income of the campaign that the User sets as target, which must be higher than the minimum required by Mercado Ads. 

This means that, given a search on the Website, the Ads that comply with these requirements will compete with each other and the Ranking will determine whether they are displayed or not, and in each case, in what order they will do so and the cost per click charged for the Ad. 

No fees will be charged to Users whose Ads are not displayed on Mercado Libre as a result of the auction. Nor will there be any fees to participate in the auction. 

The process of the auction is repeated for each search so that the selection of the winning Ads and their positions can vary according to the existing conditions at the time of each search. 

Moreover, it is noted that the predetermined yield percentage by User is merely a reference. Mercado Libre does not provide any guarantee or promise about the profitability that the User may obtain at the moment of displaying the Ad.

Advertising Bonus 

Mercado Ads at its sole discretion may grant and/or agree to advertising bonuses ("Advertising Bonus" or "Bonus" without distinction) for Users that Mercado Ads chooses to that effect, which will consist of a sum of money available to use exclusively for campaigns on the Website.

In the event that a User is the beneficiary of an Advertising Bonus, the phrase “Advertising Bonus Available” will be displayed in their account along with the Bonus amount expressed in local currency, the period of validity and other conditions. 

The User will be able to make use of the Bonus by activating at least one campaign within the period of validity. The election of the campaign and the moment in which to use the Advertising Bonus is at the sole discretion of the User, who can activate or pause campaigns at any given moment within the period of validity. The Fees generated as a consequence of this activation will be offset up to the amount of the available Bonus. In the event that the Fees exceed the amount of the available Bonus, they will be billed and the User will have to pay for the Service with their usual payment method.

So as not to incur additional fees, the User must pause the campaign before or at the moment in which the Advertising Bonus is used up. Mercado Ads will not notify the User when the Bonus is used up nor when the period of validity is over.

The Advertising Bonus that is not used within the period of validity will expire automatically on its expiry date. 

The Advertising Bonus can only be applied to Fees generated after it is granted and in no case apply retroactively. The Advertising Bonus cannot be transferred, sold or exchanged for money. 

The User can check the status of the Bonus, its use and conditions from their account at any given time.

The use of the Advertising Bonus entails the understanding and acceptance of the present Terms and Conditions. 

Taxes

The User is responsible for the payment of all taxes and governmental fees that might apply.

Applicable Law. Jurisdiction

These Terms and Conditions shall be governed by the laws in force in the Republic of Colombia and any discrepancy that may arise between Mercado Libre and the User shall be subject to the jurisdiction of the competent Courts of the City of Bogotá, expressly waiving any other jurisdiction and/or venue.

Brand Ads Terms and Conditions

• General Conditions

1.1. These particular conditions (the “Terms and Conditions”) establish the rules by which MercadoLibre Colombia LTDA., will offer Mercado Ads advertising placement with a specific format that will be described in the “Object” clause (MercadoLibre Colombia LTDA. and its related companies will also be referred to as “Mercado Libre”).

1.2. Any person or company (hereinafter the “Advertiser” or in plural “Advertisers”) wishing to contract the aforementioned advertising placement for their own use or on behalf of a third party may do so subject to these Terms and Conditions (the "Service"). The electronic acceptance of the Terms and Conditions implies that the Advertiser has read and understood them and that they agree to their application as a whole.

1.3. In a complementary manner, the Mercado Ads Terms and Conditions, which are included in the following link, together with their corresponding and successive updates, shall apply to these Terms and Conditions.

• Object

2.1. This Service implies the offer of an advertising placement that will be displayed in the search results on www.mercadolibre.com.co and its mobile app and eventually on other websites and/or mobile apps belonging to Mercado Libre and/or its affiliates in the future. 

The creative will include the brand logo, a placement to include a relevant idea or message that the Advertiser wants to convey, the possibility to include a collection of up to 3 (three) items/sponsored products and the phrase “Advertising” (the “Ad”).

2.2. The Advertiser will create the Ad by choosing one of the 3 (three) following options: (1) Automatic: in this case, Mercado Libre will pull the whole item (products and services) inventory that the User has active; (ii) Category: in this case, the Advertiser defines the categories of items (products and services) to advertise and then Mercado Libre pulls all the active items within those categories; and (iii) Personalized: in this case, the Advertiser selects up to 5 (five) items (products and services) manually to advertise them.

Mercado Libre will define the 3 (three) items that will be displayed in the Ad considering the most relevant ones for the search.

In the same way, the Advertiser will set the relevant idea or message included in the Ad considering the Listing Policies and the rules in these Terms and Conditions. 

2.3. Prior to listing an Ad, the Advertiser may have to request the approval of Mercado Libre.

2.4. The Ad cannot contain or advertise discounts of any of the Advertiser’s products. It cannot contain phrases that compare the Advertiser’s products to those of the competitors. 

2.5. Mercado Libre can reject or cancel the Advertiser’s Ads without stating the reason and without this generating any rights in favor of the Advertiser to complain for damages or any other compensation.

2.6. The Ads will be displayed according to the creation flux selected by the Advertiser. If the Advertiser selects the option "Automatic" or "By Category", Mercado Libre will define the keywords related to the Ad. If the Advertiser selected the "Personalized" option, the Advertiser selects the keywords for their Ads display manually. 

• Auctions: Some or all of the advertising placements on Mercado Libre may be subject to auctions through which the display of the Ads is granted.

The auction is carried out according to the score each Ad has (the “Ranking”) at the time of the search on the Website. This Ranking is made up of objective variables that are predetermined by Mercado Libre, such as:

 

• i) the context of the search performed, the quality and content of the Ad (“AdScore”) and ii) the cost per click that the User is willing to pay (“Maximum CPC”).

This means that, given a search on the Website, the Ads that comply with these requirements will compete with each other and the Ranking will determine whether they are displayed or not.

No fees will be charged to Users whose Ads are not displayed on Mercado Libre as a result of the auction. Nor will there be any fees to participate in the auction. 

The process of the auction is repeated for each search so that the selection of the winning Ads and their positions can vary according to the existing conditions at the time of each search. 

Moreover, it is noted that the predetermined yield percentage by User is merely a reference. Mercado Libre does not provide any guarantee or promise about the profitability that the User may obtain at the moment of displaying the Ad.

• Responsibility

4.1. The Advertiser is liable to Mercado Libre and to any third party for all the content in the Ads (including, to serve as examples, keywords, information, URLs, images of products or people, phrases, brands, slogans, designs, third party rights, any other content related to the Ad, etc.) as for the products, services, websites, and landing websites to which one may access from the links on Mercado Libre. They cannot be illegal nor violate copyright or intellectual or industrial property rights belonging to third parties and cannot include images of minors in any way. Neither should they be contrary to morals, good customs, honor or the image of a person, nor contain offensive and/or discriminatory messages.

4.2. The Advertiser manifests and guarantees being the owner of or having the rights to use any content included in the Ads protected by intellectual property. In order to allow Mercado Libre to provide the Service, the Advertiser grants Mercado Libre a non-exclusive, free and global authorization over the mentioned intellectual property rights (including, but not limited to intellectual property, trademark, slogans or others) and the Ads, in general, including all their content and related information to be used, saved in Mercado Libre or third parties’ systems anywhere in the world (for example, to be able to provide the Service and be accessible to that end), save them as cache, route, transmit, store, copy, edit, create derivative works based on the Ads (for example, with different formats or translations), distribute, show publicly, communicate, reproduce, publish, execute, sublicense to other users and/or third parties to ensure services work as designed, reformat, fragment, within the framework of the provision, management, promotion and improvement of the Service.

4.3. In the event that the Ads include or relate to information, content, names, brands, logos, images, keywords and, in general, any third-party rights, the Advertiser declares that all the necessary authorizations to use intellectual property or third-party rights have been obtained prior to the scheduling of any Ad. The Advertiser shall hold harmless and indemnify Mercado Libre if any complaint or sanctioning procedure should arise based on the infringement of intellectual property or third-party rights or in which the infringement of any regulation is alleged. The indemnity will include reasonable costs and expenses for lawyers, experts, consultants or technicians that Mercado Libre may hire for its defense or consultancy. Notwithstanding the above, Mercado Libre may make suggestions to improve the effectiveness of the Advertising campaign or to comply with the applicable regulations, without that affecting the Advertiser’s liability committed above.

4.4. Moreover, the Advertiser shall be exclusively responsible for the use Authorized Third Parties make of the Platform.

4.5. In addition, the Terms and Conditions for the Use of the Site, which are attached in the following link, together with their corresponding and successive updates, shall apply to the present.

•  Taxes

The Advertiser is responsible for the payment of all taxes and governmental fees that might apply.

6. Platform use: the Advertiser must have a Mercado Libre account to be able to operate on the Brand Ads Mercado Libre technology platform (hereinafter the “Platform”). The Advertiser will be able to authorize third parties to use the Platform and to contract Advertising in their representation (the “Authorized Third Parties”). In any case, the authorization for the use of the Platform is revocable at any time, is not exclusive and is limited to the access of the Service in the territory where the advertising takes place. The Advertiser and the Authorized Third Parties cannot copy, edit, distribute, sell or rent the whole of the Platform or Service or any of its parts.