These advertising terms and conditions are incorporated into and made part of an agreement (referred to herein as “this Agreement”)
This Agreement together contains the entire agreement between the Publisher and the Client, as defined below, to the exclusion of any other written and/or verbal representation or statement.
Words and phrases used in this Agreement shall, where the context allows, have the following meanings:
1.1 “Client” means the person, firm or company whose products, goods or services are the subject matter of the Advertising Material. Client shall include advertisers or the agencies enters into this Agreement with Publisher.
1.2 “Publisher” means Adflex. Publisher shall select and purchase advertising space or advertising time on behalf of Client and is jointly and severally responsible with the Client for payments of accounts.
1.3 “Advertising Material” means materials to be supplied by Client to Publisher for publication.
1.4 “Publisher’s Property” means the Publisher’s mobiles, computers or web applications, websites, newsletters and any other media agreed with the Client.
1.5 “Campaign” means a form of advertising or advertising campaigns from Publisher to improve sales performance, and increase visiting turns.
1.6 “Publication Log” means the information technology system or other record used by Publisher which records the date, time and identity of advertisements, and other materials published on the Publisher’s Property.
1.7 “Publish” or “Publication” for all purposes under this Agreement means the sending of the advertisement from Publisher’s publication suite and, by whatever means, its publication within the Territory.
1.8 “Rule” means Publisher’s advertising rules and standards and includes any laws, regulations, codes, guidelines or rules regarding advertising standards or practice issued by regulatory authorities within the Territory, as may from time to time be in force during the term of this Agreement.
1.9 “Technical Requirement” means technical requirements issued by Publisher from time to time for the Advertising Material delivered by the Client to be published by Publisher.
1.10 “Territory” means the geographical area where the Publisher’s Property are promoted.
1.11 “Working Day” shall mean Monday to Friday inclusive, except any bank or public holidays.
2.1 All Advertising Material shall be submitted in their final form to Publisher’s Advertising department for approval prior to publication with Optimize Media’s Advertising Guidelines referenced in Exhibit A of this Agreement, unless otherwise approved by an authorized representative of Publisher.
2.2 Publisher hereby reserves the right, in its absolute discretion, and without incurring any liability to the Client therefor, to refuse to publish any advertisement without giving any reason. The Client shall not be liable to pay for any advertisements which Publisher declines to publish.
3.1 The delivery of Advertising Material shall be made by the Client (at its sole risk and expense) to in the form specified by Publisher not less than ten (10) Working Days before the date of intended publication.
3.2 In no event shall Publisher be liable for any delay in delivery, loss of or damage to any of the Advertising Material.
3.3 Client irrevocably and unconditionally grant Publisher the right to make and retain copies of the Advertising Material for Publisher’s records and any regulatory or legal purpose.
4.1 If an advertisement is not published by Publisher, at the times or on the Publisher’s Property booked by the Client, Publisher shall endeavor to publish the advertisement at some other time and/or date. If any offer of an alternative time or date for such publication is not acceptable (or not made by Publisher), Publisher shall not charge the Client for such booking.
4.2 To the fullest extent permitted by law, Publisher shall incur no liability whatsoever for any failure to publish all or any part of any advertisement whether throughout the entirety of the Territory or to any particular country in the Territory. Publisher also shall not be liable for any publication error in respect of any advertisement published across the Territory.
4.3 Publication of Advertising Material for all purposes under this Agreement shall be deemed to have taken place if the Publication Log records that publication has taken place.
4.4 Without prejudice to the foregoing, Publisher reserves the right, in its absolute discretion, to make any alterations to an advertisement for regulatory purposes or any other reason not affecting the advertising message.
5.1 All orders accepted by Publisher shall be firm and be paid for, as expressly provided for in this Clause 5.
5.2 As an exception to Clause 5.1 above, the Client may cancel the order without penalty by written notice given to Publisher within seven days from signature date of this Insertion Order but not later than the date of Publication.
5.3 Any request for postponement, variation or rescheduling of any advertisement shall be at the sole discretion of Publisher, and the Client hereby agrees to meet all costs and expenses incurred by Publisher arising out of such postponement, variation or rescheduling.
6.1. The Client shall pay to publisher the service fee from time to time due to Publisher's tracking data.
6.2. Invoice shall be provided by Publisher within 03 working days as from the date of completing Campaign. 30 working days after receiving invoice, Client shall pay the service fee by bank transfer.
6.3. In case the time of Campaign is longer than a month, the service fee shall be calculated on month basis. Therefore, Invoice shall be provided to Client by Publisher before the third day of the next month. 30 working days after receiving invoice, Client shall pay the service fee by bank transfer.
6.4. Taxes and bank fees relating to the payment which are incurred shall be bear by its own parties.
The Client jointly and severally warrant, represent, and undertake to Publisher as follows:
7.1 The Advertising Material shall not infringe any copyright or be defamatory of any third party;
7.2 All necessary consents, licenses and permissions for the publication of the Advertising Material have been obtained and paid for;
7.3 The Advertising Material shall comply with all applicable laws and regulations of Territory including, without limitation, the Technical Requirement and the Optimize Media’s Advertising Guidelines;
7.4 Client shall take all necessary steps before submission of the Advertising Material to Publisher to ensure that nothing is, or will be, contained in the Advertising Material which might make its publication illegal or actionable for any reason in any of the countries within territories of the Territory;
7.5 Client will jointly and severally fully indemnify and keep Publisher fully harmless against all actions, proceedings, costs, damages expenses, penalties, claims, demands and liabilities (including any costs, damages and payments whatsoever made on advice of counsel to settle any claim) arising from any breach of the Client’s warranties or obligations contained in this Agreement, or as a consequence of the use, recording, publication, in the form submitted or prescribed, of any Advertising Material or materials supplied by or published for Client.
8.1 Publisher shall reserve the right in its absolute discretion to adjust existing bookings in order to avoid any product conflicts. The Client may either move the booking or cancel without penalty in such cases.
8.2 Publisher shall reserve the right to announce special charges and conditions which shall pre-empt all normal charges and conditions from time to time for particular Publisher’s Property. The Client may either move the booking or cancel without penalty in such cases.
9.1 Publisher shall at its discretion suspend and/or terminate this Agreement by giving 7 working days' notice in writing email to Client in the event that:
(i) Client breaches any terms of this Agreement; or
(ii) Client becomes insolvent, placed in receivership, liquidation or bankruptcy, compounds with its creditors or fails to satisfy any judgment entered against it.
Any termination under this Clause shall be without prejudice to all rights and/or remedies of Publisher.
9.2 If this Agreement is terminated for whatever reason, then:
(i) The mutual obligations of the parties hereto shall cease provided that any moneys due to either party by the other before such termination shall continue to be owed.
(ii) Client shall not bring any proceedings or claim against Publisher or its employees or agents, arising out of or in connection with any direct approach by Publisher to the Client’s advertiser clients.
(iii) No Client discount shall be deducted by the Client other than in respect of the advertising published before termination.
10.1 Client shall give immediate notice to Publisher of:
(i) Any inability to pay its debts or any defaults which have occurred or are likely to occur in the payment of its debts; and
(ii) Any proposed arrangement or compromise to be made in relation to all or any of its creditors.
10.2 Client shall represents, warrants and undertakes that it has been appointed and authorized to act as the agent of the Publisher in respect of this Agreement.
11.1 The content and availability of the Publisher’s Property shall be entirely within the discretion of Publisher and Publisher shall not be liable for any temporary or permanent unavailability or withdrawal of any Publisher’s Property.
11.2 Publisher shall reserve the right for whatever reasons to cease or interrupt publication of any of Publisher’s programming without prior notice to Client.
This Agreement is personal to and may not be assigned by Client except with the prior written consent of Publisher. Publisher shall reserve the right at any time to assign this Agreement to any other person without requiring consent.
Publisher shall not be liable for any breach of this Agreement caused by any reason whatsoever beyond the control of Publisher (an “Event of Force Majeure”).
If an Event of Force Majeure prevents, restricts or curtails the publication of Advertising Material in accordance with the terms of this Agreement, Publisher shall be entitled at its sole option to forthwith terminate or suspend this Agreement until the Event of Force Majeure ends. In the event that Publisher chooses to suspend this Agreement and the Client agrees to it, all other terms of this Agreement – including, without limitation, to Client’s obligation to make payment to Publisher - shall remain in full force and effect. In case of an Event of Force Majeure that prevents publication of Advertising Material for more than thirty days, Client shall have the right to terminate this Agreement.
Any waiver given by Publisher with regard to a term or condition must be in writing to be effective and shall not be deemed to be a waiver of any other term or condition of this Agreement, or a subsequent breach of such term or condition.
15.1 Client and Publisher agree to:
(i) Maintain the confidentiality of Confidential Information (as defined below);
(ii) Not use Confidential Information for any purposes other than those specifically set out in this Agreement;
(iii) Return materials received from other party on the expiration date of this Agreement.
15.2 "Confidential information", for the purposes of this Agreement, means any information shown in all its forms, sent or received by Client or Publisher, including but not limited to information relating to this Agreement and the information that a party may have in the process of negotiating, signing and implementation of this Agreement.
This Agreement shall be construed in accordance with law of Territory. Any disputes between Publisher and Client (is any) shall be resolved in the first instance through amicable negotiation. In failure to reach the settlement through negotiations, either party may refer the dispute to the competent arbitration in Territory for settlement.
PUBLISHER’S ADVERTISING CONTENT PUBLISHING GUIDELINES
1. The following Advertisements are prohibited to be advertised/displayed on or through the Publisher’s Property:• Pornography • Tobacco • Weapons • Alcohol • Drugs and drug paraphernalia • Advertisements that incur a significant and specific fee to the user - e.g., premium SMS fee that a user is charged when unsolicited Advertising is sent to mobile device user • Illegal products • Misleading Advertisements • Illegal Advertisements (Advertisements that do not comply with all applicable local/national laws).
1. The following Advertisements are prohibited to be displayed on or through the Application. Advertisements that infringe the rules below require written approval from an authorized representative of Publisher. If it is unclear whether an Advertisement breaches any of these areas, please contact the Publisher Application Manager:• Advertisements specifically directed at children • Advertisements for adult content • Religious Advertisements • Political Advertisements • Gambling Advertisements • Advertisements promoting violence, crime or other violent behavior • Drug/pharmaceutical Advertisements • Comparative Advertising
This General Terms (hereinafter as “Terms”) is published by Eway (hereinafter as “Eway”) regulating obligations to partners of Eway (hereinafter as “Partner”), including the following terms and conditions:
Article 1: Definition
In cooperation scale, the terminologies shall be defined:
Article 3: Term of cooperation
The Terms takes effect from 01 September, 2016.
Any amendment, replacement, supplement to a part or all of the Terms shall be notified by Eway to Partner at adflex.vn at least 07 (seven) days before coming into force.
Article 4: General rights and obligation
1. Partner must be the owner or legal representative of website, applications or materials used to cooperate with Eway.
In case of any claims or breaches due to dispute of these materials, Eway shall have rights to withdraw or decline to pay Partners any incomes for Partners’ services. Moreover, Partner has to pay compensation for every damages that Eway suffers because of Partner’s breaches.
2. Partner is responsible for its provided contents, services and products.
Partner is responsible to promote products/services under the scope of works. Partner guarantees the advertisment is not fraud, violates custom or laws, and not breach Eway’s policies published on website of Eway.
3. Partner must obey the law of its country and regions it provide advertisment to. Partner shall hold Eway harmless from its violation. Eway shall have right to terminate cooperation or fine Partner for not completing its obligations under this Terms.
Article 5: Signing up account
Article 6: Recording policies
Recording policies is made to bring healthy environment of CPI/CPC advertisment to all Partners. Eway provides products and tools supporting Partners by using CPI Storage, Smart Ads 3.0, SDK Wrapper, APK.vn and others.
Revenue of Partner, on campaign basis, is recorded on install- number of install – and click – number of click. Partner must follow the recording policies as described in details below. In case of Partner’s disagreeing or unfollowing, Eway shall have right to terminate cooperation or give penalty to income and Account of Partner.
Article 7: Classification of Traffic sources
Eway does not accept Traffic from mobile/ computer store. If any Partners own mobile/ computer store with turn-over from 2,000 device/ a month, please contact to Eway to get the suitable campaign.
Article 9. Prohibited advertisment
The deliberate act of violating policies noted by Eway or the unauthorized intervention of Eway’s system shall be put in deliberately destructive behavior towards Eway's business, including (but not limited to):
Any claims about payment must be sent to Eway within 30 days as from the date of payment. After 30 day, all claims will not be accepted.
Partner may contact to Eway by:
Article 12. Supporting fund for payment
Article 13. Confidentiality