Advertiser Terms and Conditions
The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising ("Ad") as set forth in the Insertion Order submitted by the Advertiser. The Insertion Order and the Advertiser Terms and Conditions are collectively referred to herein as the "Agreement".
This Agreement is entered by and between Unruly Media Limited, a company incorporated in England and Wales with registered number 5411297 and whose registered office is at 91 Brick Lane, London E1 6QL (“Unruly Media”) and the company named as advertiser in the Insertion Order (“Advertiser”) for the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged. Unruly Media and the Advertiser agree as follows:
1. Terms of Payment. Payment is due within thirty (30) calendar days of receipt of invoice. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by Unruly Media shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, except for income taxes.
2. Delivery of Ads. The Advertiser will, at its sole cost and expense, create and deliver all content required for any Ad to Unruly Media. If such content does not conform to Unruly Media's technical specifications or does not arrive timely enough to deliver such Ad on the agreed dates, then Unruly Media, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming content is corrected, or (ii) the late-arriving content is received. The Advertiser may use a third party to serve, track or administer an Ad only with Unruly Media's prior written consent, which shall be given or withheld in Unruly Media's sole discretion.
3. Advertiser Representations and Warranties. The Advertiser is solely responsible for any liability arising out of or relating to any Ad provided by the Advertiser hereunder and any material to which users can link through such Ad ("Linked Content"). The Advertiser represents and warrants that no part of the Ad or Linked Content will: (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libellous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. The Advertiser further represents and warrants that the product or service that is being promoted through any campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities. The Advertiser agrees to defend, indemnify and hold harmless Unruly Media, its subsidiaries, affiliates and parent companies and their respective directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation reasonable legal fees and expenses) incurred or arising from: (i) any breach of the foregoing representations and warranties; (ii) any claim arising from the sale or license of the Advertiser's goods or services; or (iii) any other act, omission or misrepresentation by the Advertiser. Unruly Media may participate in such defence at its own expense. Unruly Media reserves the right to reject or remove any Ad or URL link embodied within an Ad at any time in the event Unruly Media determines in its sole reasonable discretion that such Ad or Linked Content does not meet its standards or comply with the Insertion Order, or that such Ad or Linked Content is unlawful or inappropriate. Unruly Media also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Agreement in the event that such verification is not promptly provided or is unsatisfactory, in Unruly Media's sole discretion.
4. License. For the term of this Agreement, the Advertiser hereby grants to Unruly Media and its affiliates and partners a non-exclusive, royalty-free, worldwide license to (a) use, perform and display any Ad delivered hereunder in accordance with the terms of the Insertion Order, and (b) use all associated Advertiser intellectual property in connection therewith. Title to and ownership of all intellectual property rights of any Ad and associated Advertiser intellectual property shall remain with the Advertiser or its third party licensors. In addition, the Advertiser agrees that Unruly Media may, during the term of this Agreement and thereafter, include the Advertiser's name (including any trade name, trademark, service mark and logo) and any Ad provided hereunder on Unruly Media's customer list and in its marketing materials and sales presentations.
5. DISCLAIMER OF WARRANTIES. UNRULY MEDIA PROVIDES ITS SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD, UNRULY MEDIA'S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. UNRULY MEDIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
6. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL UNRULY MEDIA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OR USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF UNRULY MEDIA WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL UNRULY MEDIA BE LIABLE TO THE ADVERTISER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED HEREUNDER. IN LIEU OF REFUND, UNRULY MEDIA SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF "MAKE-GOOD" ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
7. Termination. In addition to any other remedies that may be available to it, Unruly Media may immediately terminate the Agreement in the event of any breach by the Advertiser of the representations and warranties contained herein or non-performance of any of its obligations hereunder.
8. Indemnity. The Advertiser agrees to indemnify, defend, and hold harmless Unruly Media for any claims, liabilities, costs and expenses (including reasonable legal fees) made against Unruly Media by a third party or parties as a result of the acts or omissions or breach of this Agreement by the Advertiser. Unruly Media agrees to indemnify, defend, and hold harmless the Advertiser for any claims, liabilities, costs and expenses (including reasonable legal fees) made against the Advertiser by a third party or parties as a result of acts of gross negligence or wilful misconduct by Unruly Media. In the event either of these indemnities include claims against the employees, agents or affiliates of Unruly Media or the Advertiser, those employees, agents, or affiliates shall be indemnified just as their principal would be.
9. Confidential Information. “Confidential Information” shall mean any and all oral or written information that is identified as confidential and is provided by one party to the other. Neither the Advertiser nor Unruly Media shall disclose or use the other party’s Confidential Information for any purpose other than the purposes contemplated by this Agreement, unless such disclosure or use is allowed by written permission of the other party. Notwithstanding any other provisions hereof, either party may disclose the other party’s Confidential Information to the extent required by applicable law, but only after five (5) business days prior written notification to the other party of such required disclosure. Upon termination, cancellation or expiration of this Agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed. The Advertiser’s Confidential Information shall remain the property of the Advertiser, and Unruly Media’s Confidential Information shall remain the property of Unruly Media.
10. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of England and Wales. The Advertiser and Unruly Media agree to submit to jurisdiction in England and Wales. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Advertiser may not assign this Agreement without the prior written consent of Unruly Media. The parties' rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. This Agreement may be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures.
11. Other Agreements. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this.