Terms & Conditions
The following Terms and Conditions are entered into as of the “effective date” set forth below by and between WOMBAT MEDIA PTY. LTD (“Wombat Media”) and you ("Advertiser") and constitutes an integral part thereof. This Terms and Conditions relates to services offered by Wombat Media to Advertiser, mainly the ability to post Ad(s) as defined below for distribution through the Wombat Media Marketplace as defined below.
DEFINITIONS. “Ad(s)” means advertisements and any material that promotes a brand or products or services, and shall include, without limitation, video ads, interstitial ads, ad banners, badges, buttons and text links, as sourced by Advertiser for display on Inventory hereunder. “Intellectual Property Rights” means copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. “Inventory” means elements of a website or application that a Publisher designates for placement of Ads. “Wombat Media Marketplace” means the Wombat Media services to match Ads with Inventory. “Wombat Media Services” means collectively, the Wombat Media Marketplace and Wombat Media exclusive obligation to distribute advertisements provided by Advertiser within the Marketplace. “Supply Partner(s)” or “Publisher(s)” means a third party seller of Inventory (typically a publisher) that owns or controls the sites or applications that host Inventory.“End User(s)” means any web or mobile end user that views, is able to view, or interacts with an Ad in connection with the Wombat Media Services.
ACCESS AND RIGHTS. Access to Wombat Media Services. Subject to the terms and conditions, Advertiser shall have the right during the Term to use its contracted access to the Wombat Media Marketplace solely for the purpose of displaying ads in the Wombat Media Marketplace. Right to Serve, Route and Place Ads. Advertiser is the sole owner of any and all Intellectual property rights associated with and Advertiser provided Ads. During the Term, Advertiser grants Wombat Media the rights, pursuant to all of Advertiser’s applicable rights, to serve, route and place Ads onto Inventory. Ad Removal. Advertiser agrees that Wombat Media has no obligation to monitor or edit the content of any Ads. Notwithstanding the foregoing, Wombat Media may remove or block any Ads if Wombat Media reasonably determines that such action is appropriate to prevent errors or any other harm with respect to the Wombat Media Service, it violates Wombat Media Policies, or to avoid or limit Wombat Media’s liability. Wombat Media may do so without liability for payment related to such Ads.
PAYMENT TERMS. Fees. Advertiser shall pay Wombat Media the designated CPC (Cost-Per-Click) fee, as stated on the IO between the parties for each click delivered ("Impression"). Payment. Wombat Media will invoice Advertiser monthly. all amounts will be paid by Advertiser within 45 days of the end of each calendar month in which the impressions occurred. Advertiser must submit to Wombat Media any disputed invoice in writing (including an explanation of the dispute) within 15 days of the invoice date, otherwise such dispute is forever waived. If Advertiser fails to make any payment due and payable, Advertiser will pay all reasonable expenses (including attorneys’ fees) incurred by Wombat Media in collecting such charges, including interest.
DATA, PRIVACY & INTELLECTUAL PROPERTY. Advertiser represents that the Advertisements (i) shall not include any content that is misleading, unethical, obscene, defamatory, hateful, illegal, deceptive, gambling-related, firearms or weapons related, or facilitates or promotes illegal file-sharing; (ii) shall be free of any "virus," "Trojan Horse," or any other malicious code as such terms are understood in the computer industry; (iii) Advertiser will not, and will not allow any third party to: (i) generate queries, or impressions of or clicks on Ads through any automated, deceptive, fraudulent, manipulative or other invalid means and; (iv) shall comply with all applicable laws. Wombat Media’s Service Data. In connection with the operation of the Wombat Media Services, Wombat Media may collect and receive Service Data. Advertiser agrees that Wombat Media may, so long as such use and storage is in compliance with all applicable laws, rules, and regulations: (i) use such information to provide the Wombat Media Services to Advertiser and for All In View’s internal purposes; (ii) disclose such information as may be required by law or legal process; and (iii) use and disclose such information when it is aggregated with similar information relating to other Companies or End Users and does not specifically identify the Company or End User; and (iv) as necessary for Wombat Media to fulfill its obligations to the applicable Publisher where the Ads were displayed.
CONFIDIENTALITY. Each party shall retain in confidence and shall not use or disclose any information of the other party, including the Ad descriptions and the pricing of the Ads without the prior written consent of the disclosing party and then only to the extent specified in such consent. The recipient party shall maintain the confidential or proprietary information of the disclosing party in confidence, with access only by those employees or subcontractors who have a need to access such information and who have entered appropriate confidentiality agreements. The confidentiality restrictions specified above do not extend to any item of information which (i) is at the time of its disclosure or becomes publicly known, (ii) is lawfully received from a third party not bound under a similar confidential agreement with disclosing party, (iii) was already known by the recipient party at the time of disclosure by disclosing party, (iv) is at any time independently developed by the recipient party, or (v) is required by law, court order or an authority to be disclosed. All information gained in relation with the Services delivery for Advertiser are Confidential Information of Advertiser and may only be used to perform the Services. Any further usage may only be made after prior written consent of Advertiser.
TERM AND TERMINATION. Wombat Media may suspend or discontinue all or any aspect of the service, including its availability, at any time if required by exigent circumstances (such as a significant security breach, propagation of malware, other viruses to users, or other improper, unlawful or fraudulent use, etc.). Either party may terminate the Agreement at any time in the event of a material breach by the other party of any provision of the Agreement that remains uncured fifteen (15) days after the breaching party’s receipt of written notice of the breach. The Agreement is terminable on thirty (30) days prior written notice.
ADVERTISER RESPONSIBILITY. Advertiser shall be solely responsible for the content and placement of Ads, and handling all inquiries of any type or nature. Advertiser shall secure all rights, title, and interest necessary to display the Ads via the Wombat Media Marketplace; the Ads will not infringe any Intellectual Property Rights, or slander, defame or libel any person and the Ads must comply with all applicable laws. Advertiser will be responsible for any acts or omissions of an that is in breach of this Agreement or violation of any applicable laws.
INDEMNIFICATION. Advertiser hereto shall indemnify and hold harmless Wombat Media, its’ employees, officers, directors, and third parties acting on its behalf, from and against all liabilities, losses, claims, penalties, damages, costs and expenses (including reasonable attorney’s fees), incurred as a result of or in connection with: (a) any breach of this terms and conditions, misconduct of negligent act on the part of Advertiser; (b) claims, representations or warranties made or alleged to be made by Advertiser in connection with the Content or any service provided by Wombat Media; (c) negligent handling of content by Advertiser; (d) Any ad sourced by Advertiser, including any third party content, violating Intellectual Property rights, or containing any content that is misleading, unethical, obscene, defamatory, hateful, illegal, deceptive, gambling-related, firearms or weapons related, or facilitates or promotes illegal file-sharing, contains any "virus," "Trojan Horse," or any other malicious code as such terms are understood in the computer industry.
GENERAL. The Parties are not partners, and their relationship will be one of supplier and purchaser. Neither Party will have any authority to obligate, or to otherwise act as agent for, the other Party for any purpose. Each party hereto agrees not to assign, transfer, or otherwise dispose of this Agreement in whole or in part to any third party without the prior written consent of the other party. This Agreement exhausts all that is agreed and stipulated between the Parties and replaces any understanding, representation, Agreement, whether in writing or not, or obligation given prior to its signing This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its choice of law rules. All questions with respect to the construction hereof and the rights and liabilities of the Parties hereto shall be governed by the laws of the State of New York. The Parties hereby agree to the exclusive jurisdiction of the courts of New York, New York.