General Terms and Condition for Business Users
for Advertising or Trade Marketing Purposes
Effective Date: August 28, 2019
Blu Vela SA is a technological company active in the field of new technologies, digital marketing and new forms of advertising and multimedia communication, which exploit technologies and infrastructures such as the blockchain to create new experiences and forms of communication and sharing between brands and consumers.
Blu Vela SA has designed and developed the AD: VANTAGE platform (“Platform”) and the related Mobile Applications for Android and iOS (“Mobile App”, “App”), which aims to interconnect the main brands and consumers through innovative forms of advertising and commercial communication and in general of multimedia content relating to the world of fashion and luxury and advanced forms of couponing and other marketing strategies based mainly on the blockchain.
This AD:VANTAGE General Terms and Conditions for Business Users (“Terms”) apply to Advertiser (“advertiser” or “Advertiser”) access to and use of Services (as defined in below) provided by Blu Vela SA, a Switzerland company (“Company” or “BV”). By accessing to Platform or using Company’s Services, Advertiser agrees to these Terms. If Advertiser does not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16, it can not access or use Company’s Services. The Terms and conditions apply to all Services Company deliver to Advertiser entered into after the Effective Date above, and may be updated from time to time.
If Advertiser has any questions about these Terms, it can contact Company at: email@example.com
Advertiser and Company agree as follows:
These Terms govern the services (the “Services”) that Company makes available to Advertisers who establish an Advertisers’ Account or Merchants’ Account with Company, including the ability to activate different Call-To-Action (“CTA”) and to place Call-to-Action Content (“CTA Content”) and obtain related services through the Platform.
2. Representations and Warranties; Compliance with Laws
Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to Company as CTA Content do not contain any computer viruses or other damaging code; (d) all CTA Content and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) it is familiar with and all CTA Content and campaigns comply with all applicable laws, regulations, and industry guidelines. By way of emphasis, Advertiser represents and warrants that it has obtained all necessary consents and releases before submitting CTA Content, and all statements and direct and indirect claims made in each CTA Content are accurate and true and supported by competent and reliable substantiation.
3. Platform Mechanism
Basic mechanism of Platform works in the way where Advertiser reward Users for certain action they do on the Platform.
Advertiser choose Call-To-Action from the list of available CTA on the Platform, for regions where it would like to activate Services. Without limiting the foregoing, Call-To-Action (“CTA”) could include: watching a video, watching a slide show, App Installation invitation, newsletter subscription, voting, online/offline store visiting, making reservation, invitation on Advertiser site etc.
Moment where User Complete with success CTA is called CTA Threshold.
Advertiser choose reward for the User who reach CTA Threshold.
Reward is presented in the number of ADVN Coins which User would receive in the moment of CTA Threshold.
ADVN Coin is cryptocurrency which makes integral part of AD:VANTAGE blockchain.
Platform would automatically send ADVN Coins from Advertiser ADVN Wallet (“Wallet”) to User’s ADVN Wallet as Reward in the moment of CTA Threshold.
For each transaction registered in the AD:VANTAGE Blockchain sender is obligated to pay 0,5% transaction fee denominated in ADVN Coin. The same transaction fee is applied when Advertiser send reward in ADVN Coins to the User who reached CTA Threshold. For example, if Advertiser send 100,00 ADVN reward to the User in the moment of CTA Threshold, Advertiser would also pay 0,50 ADVN transaction fee to blockchain nodes which process transaction.
4. Advertiser Account
Advertiser Wallet and Advertiser Dashboard makes integrate part of Advertiser Account.
4.1. Advertiser Wallet
Advertiser Wallet is a decentralised Crypto Wallet on AD:VANTAGE blockchain where all ADVN coins for Users rewards would be hold. By activating its Advertising Account Advertiser receives wallet address and confirms to Company right to keep Privat Key of that Advertisers wallet. This means that Company would have full control on the transactions made by this wallet.
Advertising Wallet becomes suspended in the moment when it balance is lower than 10,00 ADVN Coins.
Advertiser could suspend Wallet voluntary in any moment, following procedure to send all remains ADVN Coins from Advertiser Wallet to another AD:VANTAGE Wallet.
Advertising Wallet become active again when Advertiser recharge Wallet Balance to amount higher than 10,00 ADVN.
4.2. Advertiser Dashboard
Advertiser Dashboard is web back-office where Advertiser (1) choose the type of CTA it would like to use in the campaign; (2) insert CTA Content; (3) Define Rewards for CTA Threshold, for each campaign it launches.
Advertiser could activate unlimited number of Campaigns for unlimited number of its Brands by Advertiser Dashboard. For each Campaign Advertiser would receives new Advertiser Wallet.
4.3. Advertiser Account Activation
Advertiser can request to establish an Advertiser Account with the Company by Company’s internet site at https://advnatage.is/advertiser Company will process these requests at discretion. If Advertiser Account is enabled for activation, Advertiser will need to provide to Company information to establish an Advertiser Account (“Account Information”), including Advertiser’s business name, address, tax number, contact phone, e-mail, web, facebook page. Company may ask for additional Account Information at Company’s discretion. The Account Information Advertiser provide must be true and accurate. Advertiser must promptly inform Company whenever Advertiser Account Information changes.
When Advertiser establish Advertiser Account, Company may provide Advertiser with information related to the Services which is confidential. Advertiser have confidentiality obligations with respect to this information and these obligations are described in Section 10.
Advertiser must maintain the security of Advertiser Account and promptly notify Company if Advertiser discover or suspect that someone has accessed Advertiser Account without Advertiser’s permission. If Advertiser permit others to use Advertiser Account, Advertiser are responsible for the activities of such people that occur in connection with Advertiser Account. Advertiser are responsible for providing and maintaining accurate contact information for Advertiser Account.
If Advertiser wish to delete or deactivate Advertiser Account, Advertiser may do so according to Section 16, but note that Company may retain certain information as permitted by law, regulation or court order.
5. Call-To-Action Content
Advertiser alone are responsible for the CTA Content submitted for the Platform by Advertiser Account . Advertiser must ensure that Advertiser’s CTA Content are truthful, not misleading, comply with all applicable laws, and, when appropriate, backed by scientific evidence.
Advertiser grant a non-exclusive, worldwide, royalty-free license to Company to reproduce, distribute, publicly display, and modify (as needed for display on the Platform) Advertiser’s CTA Content for the purpose of displaying Advertiser’s CTA via the Platform and otherwise providing the Services to Advertiser under these Terms.
6. CTA Content Preparation and Acceptance for Distribution by the Platform
6.1 No Legal Review
Company does not assume any obligations to perform legal review of CTA Content.
6.2 CTA Preparation
On request, Company may assist Advertiser in preparing its CTA Content for publication. This assistance may include design, composition, text and artwork. Company retains all rights, including copyright, to all CTA layouts and other elements that represent the creative effort of Company or contain material prepared by Company. Advertiser remains solely responsible for the contents of the CTAs and for compliance with any laws regulating such advertising as represented by Advertiser in Section 5 above.
6.3 CTA Acceptance
Submission of CTA Content by Advertiser in Advertiser Dashboard does not constitute a commitment by Company to publish or distribute the CTA Content. Company accepts CTA Content only by publishing or distributing such CTA Content by the Platform.
6.4 Rejection and Alteration of CTA Content
To ensure the integrity of Company’s publications and for the benefit of Company’s Users and Advertisers, Company reserves the right to revise, reclassify, edit or reject any CTA Content or any portion thereof at any time. Company at all times reserves the right to refuse to publish any CTA video, photo or text or other content for any reason and regardless of whether any such CTA Content was previously accepted by Company.
Company reserves the right to alter any CTA Content in order for the material to conform to Company’s current technical specifications.
6.5 CTA Content Position Requests
CTA Content placement or location on the Platform is not guaranteed. Any specific CTA Content placement condition shall not be legally binding upon Company but will be treated as a request only and Company shall not be deemed in breach of this Agreement if it does not publish or distribute an CTA Content in a requested position.
7. Campaign Management and CTA Analytics
7.1 Campaign Management
Advertiser is sole responsible for effect of their Campaigns and Company shall not be deemed in breach of this Agreement for any potential Advertiser’s revenue, income, profit or any other benefit Advertiser wants to reach by its campaign on the Platform.
Advertiser could stop any CTA in real-time by Advertiser Dashboard. Company does not guarantee that campaign would be stoped immediately as certain CTA need time to be stoped, like time to end-current-User-session.
7.2 User Reward Analytics
Confirmation CTA Threshold process will be done according to Company’s standard practices for chosen CTA. Without limiting the foregoing, a CTA Threshold is reached after User spends chosen number of the seconds on Advertiser Page watching their CTA Content or by clicking on external link or by clicking on selecting button, or by scanning QR code on Advertiser Point-of-Sale or by inserting Coupon number on Advertiser’s e-commerce page etc.
Each Reward delivered for CTA Threshold would be registered as transaction in AD:VANTAGE Blockchain.
Advertiser has real-time analytics of all transaction registered as delivered reward for CTA Threshold.
7.3 Digital Third Party Analytics and Tracking
Company could decide to activate Third Party Analytics to run on its Platform with a goal to give more segmented information to Advertiser. Information given by Third Part Analytics are non-official and could not change official analytics based on transaction registered on AD:VANTAGE blockchain.
7.4 Digital Collected Data Usage
Provided that Advertiser complies with all applicable laws, rules and regulations, and applicable industry guidelines Advertiser may use data presenting in Analytics on Advertiser Account regarding a campaign for retargeting a User. Advertiser may use advertising performance data for internal media planning purposes only, and may disclose qualitative evaluations of such data to its clients and potential clients only for the purpose of media planning and only when aggregated with other campaign data.
7.5 Digital Ownership
As between the parties, Company owns all right, title and interest in and to all CTA on the Platform (except for CTA Content) and all other content, html and code. Nothing in this Agreement or otherwise precludes Company from using any code, design, idea, concept or material used in connection with this Agreement on behalf of itself or any third party. Company owns all right, title and interest in and to any data about users of its Platform. Advertiser authorises Company to bring any claims Company may in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertiser Account, without Advertiser’s consent.
8. Financial Terms
8.1 Platform Usage Rates
Platform can be used by Advertisers only for Advertising purposes. Usage of the Platform is calculate as a number of ADVN Coins Advertiser would like to deliver to Users as Reward. Advertiser purchase ADVN coins from the Company. The price of Platform usage rates and ADVN Coins is published on Company’s internet site at: www.advantage.is/merchants
8.2 Shopping Card Bonus
For each purchase of ADVN Coin, Company would deliver to Advertiser Shopping Card Bonus.
AD:VANTAGE Shopping Card has digital format, presented and used only in the AD:VANTAGE App.
Shopping Card could be co-branded with Advertiser’s brand name or Advertiser business Name.
Each Shopping Card delivers to User: (a) Shopping Limit – which s right to use certain amount of ADVN coins in AD:VANTAGE online store in the AD:VANTAGE App denominated in ADVN Coins; (b) ADVN Coins.
Nominal value of each Shopping Card denominated in ADVN coins is calculated as: 1 ADVN = 0,50 EUR.
Advertiser could chose nominal value of single Shopping Card and all Gift Cards from one Payment would have that value.
For Beginner Pack total nominal value of Gift Cards, calculated as product of number of Gift Cards and their Nominal value, would be 50% of the value Advertiser has purchased from the Company.
For Enterprise Pack and E-Commerce Pack total nominal value of Gift Cards, calculated as product of number of Gift Cards and their Nominal value, would be 100% of the value Advertiser has purchased from the Company.
Actual Platform usage rates and Shopping Card Bonus could be find on Company’s Internet site: www.advantage.is/merchants
8.3 Payments and Disputes
8.3.1 Advertiser Account Activation Payment
Advertiser agrees to pay Company’s 30% of its First Invoice in advanced for purpose of preparation and activation of Advertiser Account.
Company would inform Advertiser when its account is ready, delivering also log-in credentials for Advertiser Account.
Company would accredited 30% of ADVN Coins from Advertiser’s First Purchase to Advertiser’s Wallet on Advertiser Account before Advertiser makes its first Log-in to Advertiser Account.
Advertiser shell pay the rest of First Invoice in 15 days after Activation of Advertiser Account and Company would deliver the rest of 70% of ADVN Coins from First Purchase and all Gift Cards from Shopping Card Bonus in 5 working days after Invoice is paid.
8.3.2 Pre-paid Advertiser Account
After first activation of Advertiser Account, Advertiser could recharge their account in any moment.
Payment in the form of credit card or ACH must be received in advance of space deadline from accounts that have not established credit with Company. Advertisers with established credit terms wishing to pay their account by using a credit card must make payment by the due date on the Invoice.
8.3.3 Invoice Disputes
Advertiser waives any dispute regarding any item included in an Invoice unless notice and amount of such dispute is provided to Company within thirty (30) days of the Invoice date. Send such notices to firstname.lastname@example.org or call the number on the Invoice.
8.3.4 Late Payment and Collections
Except for invoiced payments that Advertiser has successfully disputed, Advertiser shall be responsible for all costs incurred by Company in connection with the collection of any amounts owing hereunder, including without limitation, collection fees, court costs and reasonable attorneys’ fees.
8.4 Rate Changes
Company shall have the right to revise the Platform usage rates, presented in the number of ADVN Coins and Shopping Card Bonus sent to Advertiser for any Pack, set forth in this Agreement at any time upon notice to Advertiser of such rates. Advertiser may terminate this Agreement on the date the new rates become effective by giving written notice within 30 days of such termination. In the event of such termination, Advertiser shall be liable for CTA Content published prior to such termination.
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser pursuant to this Agreement. Advertiser shall be responsible for all such charges, costs and taxes and all amounts paid and payable by Company in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.
9. Merchant Account
Merchant is any retailer with online or offline Point-Of-Sales (“Stores”) who would like to activate its Merchant Account on AD:VANTAGE Platform.
Merchant Account allows AD:VANTAGE to organise Merchant promotion which includes advertising and Special CTA, with a goal to bring AD:VANTAGE Users to Merchant’s Point-Of-Sale.
Merchant could apply for activation of Merchants Account on Company’s internet site: www.advantage.is/merchants Company will process these requests at discretion.
9.1. Merchant Account Mechanism
Merchant authorise Company to create and manage its Merchant Account, including Merchant Dashboard and Merchant Wallet.
Company is allowed to choose and activate any CTA and Merchant is responsible to deliver all CTA Content and other Materials on Company request. Merchant is solely responsible for CTA Content like it is explained in Section 2 and Section 5. Company does not assume any obligations to perform legal review of CTA Content.
Company would manage User Rewarding system for any CTA it uses.
Company would manage and fund Merchant Wallet with ADVN coins.
Company keeps right to suspend or close Merchant Account and all active campaigns at any moment.
Merchant could request to upgrade Merchant Account to Advertiser Account at any moment and Company would allowed or decline this request in 30 working days.
Merchant has right to close its Merchant Account at any moment by sending closing request. Company has 30 working days to suspend Merchant Account after it receives closing request from Merchant.
9.2 Merchant Account Plans
AD:VANTAGE offers two plans for activation of Merchant Account:
- Low Reward Plan – based on 10% Success Fee for AD:VANTAGE
- Standard Plan – based on 25% Success Fee for AD:VANTAGE
9.2 Special CTA for Merchants
AD:VANTAGE would activate on the name of Merchant Special CTA called “Shop & Get Shopping Card as Reward” (“Special CTA”).
Special CTA means that AD:VANTAGE invite Users to buy and pay 100% of their bills to Merchants.
Merchants are obligated to register this transactions by POS AD:VANTAGE App.
AD:VANTAGE would automatically create and deliver Shopping Card to User who made transaction in the Merchant POS. Shopping Card would have status Pending, until it become Available, like it would be explained in article 9.3 of this Agreement.
The value of Shopping Card depends on the Plan, Merchant has activated:
- Shopping Card for Standard Plan:
- Shopping Limit: valued 50% of nominal value of the Bill made by User in Advertisers points-of-sale, confirmed by POS AD:VANTAGE APP as transaction in Merchants point of sale.
- ADVN Bonus: valued 25% of nominal value of the Bill made by User in Advertisers points-of-sale, confirmed by POS AD:VANTAGE APP as transaction in Merchants point of sale.
- Shopping Card for Low Reward Plan:
- Shopping Limit: valued 20% of nominal value of the Bill made by User in Advertisers points-of-sale, confirmed by POS AD:VANTAGE APP as transaction in Merchants point of sale.
- ADVN Bonus: valued 10% of nominal value of the Bill made by User in Advertisers points-of-sale, confirmed by POS AD:VANTAGE APP as transaction in Merchants point of sale.
Calculation of the number of Shopping Limit and ADVN coins is based on proportion: 1,00 EUR = 2 ADVN. This means that if Users spend on the Merchant Store who has activated Standard Plan 100,00 EUR, User would get Shopping Card with: 100 Shopping Limit (50% of 100 EUR = 50 EUR x 2 ADVN = 100) and 50 ADVN as ADVN bonus (100 EUR x 25% = 25EUR x 2 ADVN = 50 ADVN).
All Shopping Cards would be branded with Merchant Name.
9.3. Process of Activation of Shopping Card
AD:VANTAGE would prepare Daily Report for Merchant on the base of all transactions made in all Point-Of-Sale of the Merchant for each day.
Merchant could accept or decline whole report or any transaction in report.
If Merchant Accept and Pay to AD:VANTAGE Invoice made on the base of Daily report, AD:VANTAGE would change status of all accepted Shopping Cards from Pending to Available in 48 hours.
9.4 Activation of Merchant account and Basic advertising of Merchant Account
Merchant is obligated to pay Activation of its Merchant Account (“Activation”) and Basic Merchant Advertising Fee (“Basic Advertising”) before its activation.
Activation and Basic Advertising includes all services necessary to build places on AD:VANTAGE Platform where AD:VANTAGE present all point-of-the sale of the Merchant to AD:VANTAGE Users.
Activation and Basic Advertising could have different price on different markets based on AD:VANTAGE decision and could not be refunded even in case of closing account by Merchant.
Merchant pays Activation and Basic Advertising Fee on the yearly base.
If Merchant do not activate or renew its Merchant Account, AD:VANTAGE has right to block or delete Merchant Account.
9.5 Financial Terms
Merchant agrees to pay Success Fee to AD:VANTAGE on the base of Chosen Plan.
- Success Fee for Standard Plan is 25% of total value of all transactions reported in Daily Report. This amount would be converted to EUR amount from any local currency and Advertiser is obligated to pay it in EUR.
- Success Fee for Low Reward Plan is 10% of total value of all transactions reported in Daily Report. This amount would be converted to EUR amount from any local currency and Advertiser is obligated to pay it in EUR.
If Advertiser missed to pay Success fee, Company would have right to block Merchant Account immediately and inform all the Users with a Pending Shopping Card that Advertiser failed to activate Shopping Card like it was promoted on AD:VANTAGE Platform. In that case Merchant Account would be suspended until resolution of this issue.
If Advertiser delay to make a payment of all Pending Gift Cards in 48 hours 3 times in one month or total 10 times in calendar year its account would be permanently blocked and Advertiser could not use any kind of Services on the Platform.
In the course of Advertiser’s use of the Services, Company may disclose to Advertiser information which Company consider confidential. Confidential information (“Confidential Information“) includes any information, details, facts, documents, messages, correspondence, or other material which:
- Company have not previously deliberately disclosed publicly;
- Company indicate is confidential at the time Company share it with Advertiser;
- is marked as private, confidential, restricted, or with similar indicators; or
- Advertiser should reasonably conclude Company intend to keep confidential.
Advertiser agree to use this Confidential Information solely for the purpose of exercising rights or fulfilling obligations under these Terms. Advertiser also agree to protect this Confidential Information and to keep it secret, using no less than the same degree of care that Advertiser use when Advertiser protect Advertiser’s own similar confidential information, and in any event at least a reasonable degree of care.
In the event that Advertiser receive a valid order from a court or other government body which legally compels Advertiser to disclose any Confidential Information, Advertiser agree to make every lawful attempt to inform Company of the order and to assist Company in seeking to narrow the scope of the order, or obtain a protective measure to protect the secrecy of the Confidential Information. But if Advertiser are legally prevented from informing Company or Company’s attempt to limit the scope of the order unsuccessful, then Advertiser may disclose Confidential Information as specifically required by the order.
If Advertiser cease to be a AD:VANTAGE Advertiser, Advertiser will promptly destroy all copies of Confidential Information in Advertiser’s possession. But Advertiser’s confidentiality obligations will persist so long as Advertiser have access to or recall any Confidential Information.
11. Prohibited Conduct
While using or accessing Company’s Services, Advertiser will not:
- (a) violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
- (b) engage in, encourage or promote any activity that violates these Terms;
- (c) attempt to circumvent any content-limiting techniques Company employ;
- (d) develop or use any non-Brave scripts or applications designed to scrape or extract data from the Services;
- (e) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from utilising the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- (f) use the Services for benchmarking purposes or for the purpose of developing a competitive product; or
- (g) manipulate, or attempt to manipulate, the Services in any way.
In the course of using or accessing the Services, Advertiser must not:
- (h) commit a criminal offence; violate any local, state, national, or international law; encourage others to do so; or provide instructions for doing so;
- (i) infringe any patent, trademark, trade secret, copyright, or other similar exclusive or proprietary right protected by law;
- (j) distribute malicious software or malformed data which is intended to or has the effect of disrupting the operation of other computer systems; or
- (k) take any action which poses, in Company’s sole judgment, a reasonable risk of exposing the Services or others to any harm or liability of any type..
Advertiser shall defend, indemnify and hold harmless Company and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (Company and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or wilful act or omission of Advertiser or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any CTA or any website linked to from an CTA; and any other claims of any nature arising from or attributable to the publication or distribution of any CTA.
13. Limitation of Liability
Except with respect to Advertiser’s indemnification and confidentiality obligations, in no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Company be liable to Advertiser for any amount greater than 50% of the amount paid by Advertiser to Company under this Agreement.
PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ONLINE ADVERTISEMENT, ON ANY PUBLISHER WEBSITE OR THE ADVERTISER WEBSITE; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.
14. Advertiser Represented by Agency
Agency’s representative represents and warrants that he or she has all necessary authority to enter into this Agreement on behalf of Agency. Agency represents and warrants that it has all necessary authority to enter into this Agreement on behalf of Advertiser.
Any obligation of Advertiser pursuant to this Agreement may be satisfied by an advertising agency which has been duly appointed by Advertiser to act on Advertiser’s behalf (the “Agency”) and shall be deemed to be an obligation of Advertiser and the Agency. Additionally, any right of Advertiser pursuant to this Agreement may be exercised by the Agency, and shall be deemed to be a right of Advertiser and the Agency. Collectively, the Advertiser and Agency will be referred to as “Advertiser.” Each shall be jointly and severally liable for the obligations of the other.
15. License to CTA Content
Advertiser grants Company a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all CTA Content provided by Advertiser or its agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to Company’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.
Company has no obligation to return any material (including CTA Content) submitted to Company by or on behalf of Advertiser to Advertiser or any other party, and Company shall have no liability for its loss or destruction. Company and its service providers shall have the right to use any CTA published in or distributed by a Company publication for the purpose of promoting any of the products and services of Company or applicable service provider.
(a) Company shall have the right to terminate this Agreement at any time, with or without notice to Advertiser, for Advertiser’s failure to remit payment for Invoices by the due date of such bills. (b) Company reserves the right to review the volume of advertising placed on a quarterly basis and to cancel the Agreement in its sole discretion if advertising placed falls bellow 10% of the quarterly average volume from other Advertisers in its industry in its region. Failure of Company to review the frequency of advertising or cancel the Agreement for any reason shall not be deemed a waiver of the right to cancel in the future or to impose any applicable rate adjustment. Advertiser shall be liable for use of the Platform until its Advertiser Account is active (d) Advertiser shall have the right to terminate this Agreement at any time by written notice to Company. Advertiser shall be liable for use of the Platform until its Advertiser Account is active (e) Company shall have the right to terminate this Agreement for any reason and at any time by written notice to Advertiser. Advertiser shall be liable for use of the Platform until its Advertiser Account is active.
17 Other Terms
17.1 Force Majeure
Except for payment obligations, neither party will be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor disputes or strikes, unavoidable accident, government action, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of any third party system or product, or any other cause beyond the control of that party.
Advertiser may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Company. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns. Company keeps right to resell, assigns, or transfer any of its rights or obligations under this Agreement to another company without the prior written consent of Advertiser.
If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision.
17.4 Relationship of Parties
Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Company is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
17.5 Governing Law & Venue
This Agreement, including all Order documents, and all matters arising out of or relating to this Agreement, is governed by, and construed in accordance with the substantive law (excluding choice of law provisions) of the state of the relevant publication. Both parties hereby consent to exclusive jurisdiction and venue of the state and federal courts in the county of the relevant publication.
17.6 Complete Agreement, Modification, and Waiver
This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorised representative of both parties. Waiver of any of the terms of this Agreement by Company in any instance shall not prevent Company from subsequently enforcing any provision of this Agreement in accordance with its terms.
Sections 2 (Representations and Warranties; Compliance with Laws), 7.4 (Digital Ownership), 7.3 (Digital Collected Data Usage), 8.3 (Payments and Disputes), 8.5 (Taxes), 11 (Indemnification), 12 (Limitation of Liability), 13 (Advertiser Represented by Agency), 14 (License to CTA Content), 9 (Confidentiality), 15 (Termination) and 16 (Other Terms) shall survive termination or expiration of this Agreement.