Terms and conditions for advertising by Members of PharosN portal.
All advertisements accepted for publication by company GOLEM IMS GMBH, Hausfeldstrasse 22/1/7, Donaustadt 1220, Vienna, Austria further referred as “Provider” in any of its online products subject to Terms of Services for Membership at PharosN portal (TOS) and this supplementary Terms and Conditions for Digital Advertising (TOCDA). Any other conditions proposed by the Advertiser shall be void unless accepted by Provider in writing. These terms and conditions, in conjunction with the relevant Advertisement service comprise the agreement between Provider and the Advertiser.
Ads & News web site means an Advertisement web site run by Provider providing information related to PharosN portal Products and Services including advertising of the Advertiser’s products and services that are identical or similar to those that are subject to the relevant publication at Ads &News site.
Ads means advertising content provided by Advertiser for communication to end users by means of web site and its information distribution channels
Advertising content materials means advertising copy, including, without limitation, artwork, text and active URLs which are presented in Ads
Advertiser means a Member of PharosN portal who acts as Member of its Portal Organization whose products and/or services are to be advertised pursuant to the deliverables
Advertisement period means time interval during which the Advertisement is published and is available for viewing and searching by end users in Internet
Advertisement service subscription is ordering of services specifying the terms on which Provider will provide the Deliverables
Deliverables means the type and amount of the service required including, without limitation, page type, impressions, clicks or other actions specified and agreed by the parties irrespective of the delivery systems and platforms to which they are directed
Policies means Provider’s editorial policies from time to time including without limitation privacy policies, user experience policies, policies regarding consistency with Provider’s public image, community standards regarding obscenity or indecency , other editorial or advertising policies
Technical Specifications means the delivery format of the Advertising Materials required to ensure that the visual appearance of the Ads as set out in the Advertisement service is accessible and capable of view on the Sites
Total fee means all subscription amount for the Advertisement service exclusive of VAT, which shall be paid without set-off depending of legal status of the Advertiser.
1. ADVERTISEMENT SERVICE ORDERS
1.1 Advertiser may select Advertisement service using options in personal Member area under which Provider will deliver Ads on the Ads & News site for the benefit of the Advertiser. The options are presented to Advertiser in own personal Member area of PharosN portal after selecting command “Add new service”.
1.2 In each case, Advertiser shall select and decide regarding Advertisement service options which shall specify:
(a) the Deliverables
(b) the fee(s)
(c) the maximum expense the Advertiser wishes to incur pursuant to the Advertisement service (if applicable)
(d) the start and end dates of the Advertisement
(e) the identity of and contact information for any end users willing to contact Advertiser or its Agency, if applicable
(f) any special Ad delivery scheduling and/or Ad placement requirements and
(g) Advertisement formats and placement requirements, if any and
(h) Technical Specifications.
1.3. Advertiser acknowledges agreement to have and use copies of revisions of an Advertisement service previously accepted and saved in the personal area of Advertiser as advertisements which were previously published.
2. ADS PLACEMENT AND POSITIONING
2.1 Provider will use reasonable endeavors to display/transmit the Advertising copy at Ads and News website during the Advertisement Period in accordance with the terms of the Advertisement service.
2.2. If Advertising Copy is not displayed in accordance with the agreed specifications set out in the Advertisement service within the Advertisement Period for reasons other than the default of the Advertiser, Provider will use reasonable endeavors to comply with those specifications within one month of the end of the Advertisement Period. The Advertiser will be entitled to an appropriate pro-rata rebate of the Total fee based on the number of impressions actually transmitted after the additional one month period.
3.1 The Advertiser covers all fees due to Provider pursuant to this Agreement prior to implementation of the Ads service. The Advertiser will be responsible for payment of VAT and/or any other applicable sales tax.
3.2. The Advertiser shall have sufficient amount at deposit or in payment certificates to cover the fees for advertisement services which were selected by Advertiser. If the Advertiser is in default of payment by the due date Provider, shall without prejudice to its other rights, be entitled to refuse to continue running the Advertising services which were subscribed by Advertiser.
3.3. Any discounts or payment certificates offered by Provider shall only be available in respect of the Advertisement specified in the Advertisement service.
3.4. Where Advertising Agency is the Advertiser, it is contracting as principal in all respects and as such will be personally liable for the payment of the Total fee and for all other obligations under this Agreement.
If the Advertiser wishes to postpone the Advertisement Period such postponement is implemented by Advertiser or its Agency in relevant personal Member Area of PharosN portal. Any acceptance of such postponement shall not effect any payments of fees previously made.
5. CANCELLATION AND REVISION
5.1 The Advertiser may cancel the Advertisement service at any time, using own personal Member area instruments, without penalty.
5.2. In the event that a Advertiser seeks to revise an Advertisement service including format, content, duration, etc, the Advertiser must use own personal Member area instruments prior to the intended date of the requested revision. In the event that Provider accepts such request (which it may accept or reject in its absolute discretion), service subscription rates if accepted accordingly to service option selected by Advertiser, will automatically revert to the appropriate published fee rate.
Provider may terminate an Advertisement service at any time if the Advertiser is in material breach of its obligations hereunder or other Terms of Services by the PharosN portal, except as otherwise stated in this Agreement with regard to specific breaches.
7. FORCE MAJEURE
7.1 Excluding fee payment obligations, neither party will 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, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Provider suffers such a delay or default, Provider shall use its reasonable endeavors within five business days to recommend a substitute for the Ad or time period for the service. If no such substitute time period or other arrangement is reasonably acceptable to the Advertiser, Provider shall allow the Advertiser a pro rata reduction in the payment due pursuant to the relevant Advertisement service.
7.2 To the extent that a force majeure has continued for 10 business days, Provider or Advertiser has the right to cancel the remainder of the Advertisement service without penalty.
8. ADVERTISING MATERIALS
8.1 The Advertiser agrees to possible delay of Provider reviewing of submitted Advertising content prior to publication up to 5 business days before the commencement of the Advertisement Period in accordance with Provider’s prevailing advertising criteria or specifications (including content limitations, agreed Technical Specifications, Policies, and material due dates).
8.2 The Advertising period starts at the moment of publication which is recorded in the service implementation log files in personal Member area and ends exactly at the same time after the end of subscription period.
8.3 Provider reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in Provider’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Provider reserves the right within its discretion to reject or remove from its Site(s) any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon Provider or any of its Affiliates.
8.4 If Advertising Materials provided by the Advertiser are damaged, not to Provider’s specifications, or otherwise unacceptable, Provider will use reasonable endeavors to notify the Advertiser within 5 business days of its receipt of such Advertising Materials.
8.5 Provider shall at all times retain all right, title and interest in any intellectual property rights in Advertising copy produced on behalf of the Advertiser by Provider.
8.6 The parties will not use the third party trade names, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an Advertisement service.
9.1 The Advertiser hereby warrants, represents and undertakes to Provider that:
(a) In respect of the Advertising Copy or any part thereof supplied by the Advertiser or any other material provided to Provider by the Advertiser (including the Advertiser’s brand) it will not infringe the copyright, trade mark or any other intellectual property or other proprietary rights or be defamatory of any third party or obscene, indecent, offensive or liable to incite racial hatred and their publication by Provider will not give rise to a right for any third party to claim payment and/or damages;
(b) The Advertiser has obtained and paid for all necessary consents, licenses, and permissions to advertise on the Site;
(c) The Advertiser has taken or will take all necessary steps to ensure that its advertising on the Site will not be illegal or actionable for any reason in any territory and shall comply with all applicable legislation, rules and regulations including for the avoidance of doubt any applicable advertising and/or relevant financial services standards and codes;
(d) If any Advertising Copy contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Advertiser warrants that the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.
(e) The Advertising Copy contains no viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
(f) The Advertiser is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertising Copy relates and will indemnify and hold Provider harmless accordingly.
9.2. Provider warrants that it is authorized to enter into agreements subject to these terms and conditions.
10.1. The Advertiser will fully indemnify and keep Provider, its licensors and their directors, officers and employees fully indemnified against all actions, proceedings, costs (including legal fees), damages, expenses, fines, losses (including loss of profits) penalties, claims, demands and liabilities directly or indirectly suffered or incurred by Provider (or its directors, officers or employees) howsoever arising from any breach of the Advertiser’s warranties, obligations or agreements contained herein.
10.2. The Advertiser will provide Provider with full co-operation in defending any claim or complaint concerning the Advertising Copy including, but not limited to, providing evidence in support of advertising claims and copies of documentation evidencing the clearance of relevant underlying third party proprietary rights.
10.3. The Advertiser acknowledges and confirms that Provider has not provided it with any guarantees concerning reach of the site or target audience. Any statistics related to the site provided to the Advertiser are provided as an estimate based on prevailing available research only and may not be relied on by the Advertiser as a representation or otherwise.
11. LIMITATION OF LIABILITY
11.1. Provider and its licensors shall not be liable to the Advertiser, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any loss of profit, goodwill, business opportunity, anticipated saving or any type of special, indirect or consequential loss or damage.
11.2. Provider’s entire liability (if any) to the Advertiser, under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount actually paid by the Advertiser to Provider.
11.3. Provider liability to the other shall be excluded or limited by the provisions of this Agreement.
12. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
12.1 Any marked confidential information and proprietary data provided by one party, including the Ads description, and the pricing of the Ads, set forth in the Advertisement service, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary.
12.2 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.
12.3. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which:
(a) was previously known to a party;
(b) was or becomes generally available to the public through no fault of the receiving party (“Recipient”);
(c) was rightfully in the Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”);
(d) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to Recipient by Discloser; or
(e) was communicated by the Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other regulatory body, as otherwise required by law or the rules of any applicable regulator.
13.1. Provider represents and warrants that it has the necessary authority to provide the Deliverables set out in the Advertisement service subject to the terms and conditions of this agreement, including any applicable Policies.
13.2. The Advertiser may not resell, assign or transfer any of its rights or obligations hereunder.
13.3 All terms and provisions of these TOCA and each Advertisement service will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees (as applicable), successors and assigns (as applicable).
13.4 The Terms of Services of PharosN portal and this TOCA 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 the subject matter of the service.
13.5 In the event of any inconsistency between the terms of an Advertisement service and these Terms and Conditions, the Terms and Condition of the Advertisement service shall prevail.
13.6 Modification of these Terms and Conditions or any Advertisement service introduced by Provider shall be binding.
13.7 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.
13.8 All rights and remedies hereunder are cumulative.
13.9. Any notices required to be delivered hereunder sent by using PharosN portal Inbox and Administration Feedback forms. All notices to Advertiser shall be sent by Provider to the address specified on the Portal Member personal profile by the Advertiser.
13.10. Clauses ADVERTISING MATERIALS, WARRANTIES, INDEMNITIES, LIMITATION OF LIABILITY, and MISCELLANEOUS shall survive termination or expiry of this Agreement. On expiry or termination, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials.