This Globale Media Advertiser Terms & Conditions (“Advertiser Agreement”), shall govern the relationship between Globale Media Pte Ltd, 5001 Beach Road #08-11,Golden Mile Complex,Singapore – 199588 (“Globale Media Pte Ltd???) and the advertiser (“Advertiser”), whereby Advertiser may obtain access to the Globale Media Advertising Network (“Globale Media Advertising Network”) of registered third party affiliates and publishers (“Publishers”), and related technology and software (“Globale Media Advertising Network Ad Server”), to market customized advertisements and links provided by Advertiser and/or Globale Media (“Ads” as further defined below). The Globale Media Advertising Network, as well as the services provided by Globale Media in connection therewith (“Services”), are further described in the Insertion Order (“IO”) which refers to these Advertiser Terms & Conditions (the IO, together with this Advertiser Agreement, the “Agreement”). The terms of the IO shall supersede all contrary terms set forth in this Advertiser Agreement, unless expressly set forth to the contrary. In any instance where Advertiser is an agency entering into the Agreement on behalf of a client, any reference to “Advertiser” shall refer jointly to Advertiser as well as the applicable underlying client.
1. Globale Media Advertising Network/Services
Advertiser agrees to accept and pay for, and Globale Media agrees to provide, the Services identified and set forth in the Agreement. In connection with the Services, Globale Media shall undertake marketing campaigns with Advertiser (each an “Ad Campaign”) whereby Globale Media will distribute Advertiser’s proprietary advertising materials including, without limitation, banners, buttons, text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic files and similar online media (collectively, “Advertiser Ads”) and/or, where applicable, Globale Media Advertising Network Ads (as defined below) through the Globale Media Advertising Network either:
Upon the execution of the Agreement, Globale Media will register Advertiser on the Globale Media Advertising Network website and create a unique, password-protected account (“Account”). Globale Media will manage this Account on behalf of Advertiser. In case Advertiser receives the login data to this Account, Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password.
Advertiser shall remain fully and solely responsible for any and all actions taken under Advertiser’s Account, if they were performed by Advertiser or authorized by him. The same applies to any actions taken under Advertiser’s Account if the login data to this Account was given to any third party by Advertiser. Advertiser must immediately notify Globale Media of any unauthorized use of Advertiser’s Account. Advertiser is responsible for keeping the Account information provided to Globale Media current, complete and accurate, and Advertiser acknowledges and agrees that Globale Media will have no responsibility or liability, directly or indirectly, for failure to deliver notices as a result of inaccurate Account information.
Advertiser shall develop all aspects of the Advertiser Ads, other than where the parties agree that Globale Media shall assist in the development of Ads. The parties understand and agree that Advertiser is the sole owner of any and all intellectual property rights associated with any Advertiser Ads; other than those portions that Globale Media or any Publisher prepares on Advertiser’s behalf (such portions hereinafter referred to as, the “Globale Media Advertising Network Ads” and together with the Advertiser Ads, the “Ads”). The parties understand and agree that Globale Media or the respective Publisher is the sole owner of any and all intellectual property rights associated with the Globale Media Advertising Network Ads, other than Advertiser’s trademarks, logos, copyrights and other pre-existing Advertiser intellectual property incorporated in the Globale Media Advertising Network Ads. Under no circumstances shall Globale Media or the respective Publisher be authorized to use the Ads other than in connection with Advertiser’s Ad Campaigns as set forth in the IO(s). Globale Media reserves the right, in its reasonable discretion and without liability, to: change any of its Ad Guidelines at any time; and to reject, omit, exclude or terminate any Ad for any reason at any time, with subsequent notice to the Advertiser, whether or not such Ad was previously acknowledged, accepted or published by Globale Media. Such reasons for rejection, omission or exclusion of Ads include, but are not limited to, where Globale Media deems, in its reasonable discretion, that the Ads, including the applicable products and/or services promoted by such Ads (“Advertiser Products”), and any website linked to from such Ads, are in violation of any applicable law, rule, regulation or other judicial or administrative order or where the content thereof may tend to bring disparagement, ridicule or scorn upon Globale Media or any of its Publishers.
The positioning, placement, frequency and other editorial decisions related to Ads shall be made by Globale Media and/or its Publishers, as applicable, in their respective sole discretion. The applicable IO may set forth the particular place(s) where Ads may appear and/or be distributed. Advertiser agrees that in a case where no points of placement or distributions are set forth in the applicable IO or, in cases where “Run of Advertizing Network” or similar designation is specified in the applicable IO, the Ads may appear at any point of placement and/or distribution that Globale Media and/or its Publishers may determine, in their respective sole discretion.
5. Ad Codes, Conversion Tracking and Tracking
Unless otherwise stated in writing by Globale Media, each Ad or link used by Globale Media in connection with a Campaign must include, in unaltered form, the special transaction tracking computer code or tracking link provided by Globale Media (“Ad Codes”). Advertiser will not knowingly modify, circumvent, impair, disable or otherwise interfere with any Ad Codes and/or other technology and/or methodology required or made available by Globale Media to be used in connection with any and all Ads in order to track actions such as installs, leads or other conversion events.
If Advertiser is working with several marketing partners he has to ensure that for all campaigns run through Globale Media the “last click wins principle” applies, i.e. the conversion event will be attributed to the marketing partner which generated the last click of the respective user before the conversion event.
In case so-called “server-to-server” tracking is employed in order to track the conversion events (“Actions”) defined in the IO, Advertiser has to ensure that all defined Actions are accurately tracked and timely reported to Globale Media’s system including the correct unique click ID used by Globale Media in the tracking URL. In case technical problems or outages caused by either of the parties’ systems lead to a non-restorable loss of conversion data, one of the following methods should be used to determine the correct number and attribution of conversion events (applied in the order of their listing):
6. Technical and Commercial Limitations; Changes; Availability
Unless otherwise provided for in the Agreement, Globale Media provides the Globale Media Advertising Network through which it renders it services on an “AS IS” and “AS AVAILABLE” basis.
Globale Media offers the Advertiser use of its Globale Media Advertising Network over the Internet subject to technical and commercial limitations as defined below.
Globale Media may modify the Globale Media Advertising Network without prior notice. Therefore, the Advertiser is granted a right of use only for the then current version. The Advertiser may reduce or cease its use of the Globale Media Advertising Network in the event that it is modified.
Globale Media reserves its right to cease operation of the Globale Media Advertising Network at any time, without giving reasons or prior notice. Any balance owed to the Advertiser will be paid out. Any other claims are excluded, unless otherwise provided for in the Agreement.
Globale Media undertakes to assure an availability of the Globale Media Advertising Network of 90% (ninetyfive percent) as a yearly average. Periods during which the Globale Media Advertising Network is not available because of technical or other problems outside Globale Media’s control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. Globale Media may restrict access to the Globale Media Advertising Network if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Advertiser’s rights in case of intent or gross negligence remain unaffected.
The rates for Actions shall be set forth in the applicable IO(s). Globale Media will invoice Advertiser once monthly. Unless otherwise set forth in the applicable IO, payment will be due to Globale Media within seven (15) days of the date appearing on each invoice.
In connection with CPA/CPL-based Ad Campaigns, Advertiser will pay Globale Media for all Actions generated; provided, however, that Advertiser shall have no obligation to pay for any Lead/CPA/CPL-based Action that:
Globale Media retains the right to charge additional fees and interest for the delay of payments as applicable by the Singaporean Law.
The Agreement shall continue for the term set forth in any underlying IO, provided that either party may terminate the Agreement and/or any IO at any time, upon five (3) business days’ prior written notice. The right to an extraordinary termination of this Agreement for good cause remains unaffected.
Upon termination or expiration of the Agreement for any reason:
9. Warranty/Limitation of Liability
10. Representation and Warranties
Advertiser represents and warrants that:
Each party agrees to indemnify and hold the other party harmless from and against any losses, costs, liabilities and expenses, including reasonable attorneys’ fees, arising out of any third party claims resulting from the breach of obligations or the warranties made by such party in the Agreement. The indemnifying party has the right, at the indemnifying party’s expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party. The indemnified party agrees to cooperate with the indemnifying party’s defense of such claims.
12. Claims Based on Defects
Globale Media grants the Advertiser access to the Globale Media Advertising Network in the then current version only. The Advertiser cannot claim that a given state or functional range is maintained or achieved. The Advertiser acknowledges that the Globale Media Advertising Network, as any other software, can never be completely free of bugs. Therefore, the Globale Media Advertising Network can only be considered to be defective if its usability is affected severely and for a significant period of time.
The Advertiser will notify Globale Media of any faults, without undue delay upon discovery, in writing (fax, letter or e-mail). To comply with this, it is sufficient that the report is sent in time. If no notice has been given within this deadline, all claims based on such defects shall forfeit.
Globale Media is not liable for defects caused by external influences, faulty handling, force majeure or changes or manipulations which are not carried out by Globale Media.
Globale Media does not assume any warranties.
No party shall disclose any Confidential Information of the other party during the term of this Agreement and for a period of time of five years following the termination or expiration of this Agreement. For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
15. Force Majeure
Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Advertizing Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
16. Changes to the Agreement
IN WITNESS WHEREOF, Globale Media and Advertiser have caused this Advertiser Agreement to be executed by their duly authorized representatives.
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