“DisplayMediaSolutions.com” Standard Terms and Conditions for Internet Advertising
1). INSERTION ORDERS AND INVENTORY AVAILABILITY
1.1. The parties, from time to time, may negotiate Insertion Orders, under which DISPLAYMEDIASOLUTIONS will deliver in accordance with terms agreed to herein and within Insertion Orders, advertisements to its affiliated site(s) for the benefit of Advertiser. At DISPLAYMEDIASOLUTIONS’s discretion, an “Insertion Order” (IO) may either be submitted by DISPLAYMEDIASOLUTIONS or signed by the Advertiser/Agency or be submitted by the Advertiser/Agency and signed by DISPLAYMEDIASOLUTIONS. Each IO shall specify:
(a) The type(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions);
(b) The price(s) for such inventory;
(c) The maximum amount of money to be spent pursuant to the IO (the “Total Spend”)
(d) The start and end dates of the campaign.
Other items that may be included are: reporting requirements such as impressions or other performance criteria; any special ad delivery scheduling and/or ad placement requirements; and specifications concerning ownership of data collected.
In the clauses that follow, the term agency refers to agency / advertiser; depending upon the form of Insertion Order received.
1.2. DISPLAYMEDIASOLUTIONS will make best efforts to notify Agency within two business days of receipt of an insertion order (IO) if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon written or electronic approval of the IO by the DISPLAYMEDIASOLUTIONS and Agency.
2). AD PLACEMENT AND POSITIONING
DISPLAYMEDIASOLUTIONS shall comply with the IO, including all ad placement restrictions, so that, consistent with the scope of the IO, an advertisement provided by Agency (the “Advertisement”) is provided to the site (s) (the “Site”) specified on the IO when such Site is called up by an internet user.
2.1. DISPLAYMEDIASOLUTIONS’s technical specifications shall be made available to the Agency upon request. Unless otherwise agreed to in writing, DISPLAYMEDIASOLUTIONS shall not be obligated to display any advertising which does not meet the published technical specifications.
2.2. The DISPLAYMEDIASOLUTIONS will comply with the IO, including making best efforts to schedule a balanced delivery schedule. Unless otherwise specified in the IO, all campaigns are “pre-emptible” and DISPLAYMEDIASOLUTIONS makes no guarantee of delivery or even delivery.
3). PAYMENT/PAYMENT LIABILITY
Invoices are to be sent to: Agency’s billing address or contact provided for account’s payable as set forth in the IO and should include the IO number, the Advertiser name, the Brand name, and any Campaign name, number or other identifiable reference as stated on the IO. DISPLAYMEDIASOLUTIONS shall invoice the Agency for the actual amount and cost of inventory delivered to the Agency in any give Calendar month. Invoices should be accompanied by proof of performance, which may include access to online reporting or manual reporting, as addressed in this document. DISPLAYMEDIASOLUTIONS should invoice Agency for the services provided not less often than a calendar month basis with the net cost equaling the cost of actual impressions delivered in the preceding calendar month.
3.2. Payment Date
Unless otherwise agreed to in writing by the parties, all payments for advertising are to be made in advance. In the event that DISPLAYMEDIASOLUTIONS, in its sole discretion should elect to offer credit terms to the Agency, payments will be made within 30 days of receipt by the Agency of DISPLAYMEDIASOLUTIONS’s invoice.
DISPLAYMEDIASOLUTIONS reserves the right, by giving notice to the Agency at any time before carrying out the Services, to increase the price of the Services to reflect any increase in the cost to DISPLAYMEDIASOLUTIONS
1. Which is due to any factor beyond the control of DISPLAYMEDIASOLUTIONS (including without limitation, increase in the costs of the media provided via DISPLAYMEDIASOLUTIONS
2. Any foreign exchange fluctuation, currency regulation, alteration of duties, materials or other costs of service), any change in Service delivery dates,
3. Quantities specifications for the Services which is requested by the Agency or any delay caused by any instructions of the Agency or
4. Failure of the Agency to give DISPLAYMEDIASOLUTIONS adequate information or instructions.
In order that Advertiser may monitor its campaign, DISPLAYMEDIASOLUTIONS agrees to provide the advertiser with daily reporting.
1. For the information of the Campaign adhering to the specifics mentioned in the Insertion Order and
2. To optimize the Campaign for the exclusive benefit of Agency/ Advertiser.
The parties agree that DISPLAYMEDIASOLUTIONS’s shall be reporting the numbers which will be the sole basis for billing Agency hereunder.
DISPLAYMEDIASOLUTIONS cancel this IO Subject to clause 9 & (9.6)
Either party may terminate this Agreement by giving a written notice to the other by any of the following conditions
1. Giving the other party a 48 hour notice period or as specified in the IO
2. 50 % of the IO value is subjected to being already used in the Campaign
3. Immediately as per clause 9.6
6). MAKE GOODS
6.1. DISPLAYMEDIASOLUTIONS shall monitor delivery of the Advertisements, and shall notify the Agency at the earliest in writing, if DISPLAYMEDIASOLUTIONS believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for make-good consistent with these Terms and Conditions.
6.2. In the event that actual deliverables (impressions, clicks, etc.) for any campaign fall below the levels set forth in the IO, and/or if there is an omission of any advertisement (placement or creative unit), Advertiser will make an effort to agree upon the conditions of a make-good flight either in the IO or at the time of the shortfall. If no make-good can be agreed upon, DISPLAYMEDIASOLUTIONS shall provide a credit/refund equal to the value of the under-delivered portion of the contract. In no event shall DISPLAYMEDIASOLUTIONS provide a make-good or extend any Advertisement beyond the period set forth in the IO without prior written/emailed consent of the Agency/Advertiser.
7). BONUS IMPRESSIONS
7.1. Where Agency utilizes Third Party Ad Serving, DISPLAYMEDIASOLUTIONS will not bonus more than 10_% without prior written consent from the Agency.
7.2. Where the Agency does not utilize Third Party Ad Serving, DISPLAYMEDIASOLUTIONS may bonus as many ad units as DISPLAYMEDIASOLUTIONS chooses unless otherwise indicated on the IO. The Agency will not be charged for any additional advertising units above any level guaranteed in the IO.
8). FORCE MAJEURE
Neither party shall be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God.
9). AD MATERIALS
9.1. It is the Agency’s obligation to submit advertising materials (defined as artwork, re-direct tags, active URL’s and active target site) in accordance with DISPLAYMEDIASOLUTIONS’s existing criteria or specifications (including content limitations, technical specifications and material due dates) 4 days prior to flight date of the campaign
9.2. DISPLAYMEDIASOLUTIONS reserves the right within its discretion to reject any advertising materials that do not comply with restrictions , criteria, specifications, or any applicable law.
9.3. If material provided by the Agency is damaged; or is not to DISPLAYMEDIASOLUTIONS’s specifications; or is otherwise unacceptable; DISPLAYMEDIASOLUTIONS shall notify the Agency within two business days of receipt of advertising materials.
9.4. DISPLAYMEDIASOLUTIONS shall not, without prior authorization from the Agency, display or publish any materials relating to Advertiser or its products, or alter, modify, or change the Advertisement or other materials provided by Advertiser, including but not limited to resizing. Third Party Ad Server tags, if used, shall be implemented so that they are functional in all aspects. DISPLAYMEDIASOLUTIONS shall use all such materials in strict compliance with any instructions provided by Advertiser. DISPLAYMEDIASOLUTIONS will not use Advertiser’s trade name, trademarks, logos or Advertisements in any form without prior written approval.
9.5. The Agency agree not to auto-install executables, audio, prompted executables, hidden browser windows, exit pop-ups, downloadable software saving options on first page of advertisement or other non-specified and questionable media content on ad material provided or advertisers’ sites.
Violators of this restriction will be subject to immediate termination, legal action for user and brand damages, and a financial penalty by DISPLAYMEDIASOLUTIONS Agencies, Brokers. The Media Buyers representing advertisers are completely responsible for all and any such activity on this campaign and will be considered completely liable.
9.7. The Agency agrees to maintain the highest industry standards at all times and shall not submit any advertising material which might be obscene, libelous or otherwise illegal under the laws of any territory. The Agency agrees that DISPLAYMEDIASOLUTIONS reserves the right in its sole discretion to refuse any advertisement that it deems inappropriate for any reason.
10.1. DISPLAYMEDIASOLUTIONS shall defend, indemnify and hold harmless Advertiser and Advertiser’s respective agents, affiliates, subsidiaries, directors, officers and employees against any claim, action, liability, loss and expense including reasonable attorneys’ fees (collectively “Loss”) relating to or arising out of DISPLAYMEDIASOLUTIONS’s breach of this agreement or DISPLAYMEDIASOLUTIONS’s display or sending of any Advertisement other than as approved by Advertiser.
10.2. The Agency shall defend, indemnify, and hold harmless DISPLAYMEDIASOLUTIONS and its respective agents, affiliates, subsidiaries, directors, officers, and employees against any Loss relating to or arising out of Advertiser’s product or the content of any Advertisement delivered accurately, including but not limited to materials that violate the right of a third party; materials that are defamatory or obscene; or materials that would constitute a criminal offense.
11). NON-DISCLOSURE, DATA OWNERSHIP, AND PRIVACY
11.1. Any confidential information and proprietary data provided by one party, including the Advertisement description, and the pricing of the Advertisement, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
11.2. All personally identifiable information initially gathered pursuant to the IO regarding individual web users is the property of Advertiser, and is considered Confidential Information. Advertiser and DISPLAYMEDIASOLUTIONS may use such information on an aggregated, non-identifiable basis. DISPLAYMEDIASOLUTIONS acknowledges that all statistical information resulting from the advertisements placed pursuant to the Insertion Order (including without limitation the number of page views, number of viewers, responses, “click-through rates” or similar data) will remain the property of Advertiser, will be held in confidence by DISPLAYMEDIASOLUTIONS and will not be disclosed to any third party without the express written permission of Advertiser. Further, DISPLAYMEDIASOLUTIONS shall utilize such statistical information solely for the purpose of performing its responsibilities under the Insertion Order and otherwise for the exclusive benefit of Advertiser.
12.1. DISPLAYMEDIASOLUTIONS is an Online Division of 728 MediaConsulting, specifically in the area of traffic aggregation, network marketing and other models of online marketing like; CPM, CPC, CPA, CPL
12.2. DISPLAYMEDIASOLUTIONS represents and warrants that the DISPLAYMEDIASOLUTIONS has all necessary permits, licenses, and clearances to operate the DISPLAYMEDIASOLUTIONS Service and post all content contained therein or as given for use outside the Site. Agency represents and warrants that the Agency has all necessary licenses and clearances to use the content contained in their advertising material.
12.3. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of the other party.
12.4. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the other provisions of this Agreement and the remainder of the affected provision shall continue to be valid.
12.5 This Agreement shall be governed by the laws of India and jurisdiction of the Courts in New Delhi.