This IO is liable to be subjected to AdCounty’s Advertiser Agreement General Terms, which is attached to this IO as Appendix A, General Terms. The Parties herewith undertake to agree fully abide by the General Terms and not to use the IO in any way that will defy the General Terms. Capitalized General Terms, construed in the General Terms will have similar meaning when used herein. In case of discrepancies and/or disagreement between General Terms and this IO, the terms of this IO will be considered valid.
AdCounty Advertiser Agreement General Terms
All capitalized terms, as defined in Annexure A to General Terms, will carry similar meaning when used in the IO or these General Terms.
1. Scope of Service
1.1. Depending on the terms of these General Terms and IO, during the course of the Campaign, AdCounty Media shall administer the Advertiser with the services requested under the IO.
1.2. Determining the Campaign’s budget and restrictions is the right and responsibility of the Advertiser. Campaign Restrictions include- filters, applicable actions or installs, blacklisted inventory, distribution provisions and prohibited content; jointly: “Campaign Terms”.
1.3. Advertiser shall be liable for the submission of Campaign Terms, which may be amended or updated later, after submission of a written request (via email) to AdCounty Media, at least two (2) business days in advance. Campaign Terms (or updated or amended Campaign Terms) shall be valid only after they are accepted and can be technically supported by AdCounty Media. In case of damage or losses incurred to the Advertiser, or any other person, as a result of Advertiser’s inability to provide or manage the Campaign Terms, AdCounty shall not be held responsible. AdCounty will not be accountable for the Inventory (which includes, its content, features and functionalities), and will be making commercially reasonable efforts for offering Inventory that is in compliance with the Traffic restrictions, agreed by the Parties in the IO.
1.4. Advertiser accepts that technical limitations and nature of the services requested, may result in daily advertising cost exceeding the daily budget (if relevant) by upto 5%, before the Advertisement is removed from the Inventory. In an event like this, the exceeded cost shall be deducted from the overall budget or any budget of any one or more of the following days of the Campaign Term, at the sole discretion of AdCounty, given that, the advertising cost, shall, under no circumstances, exceed the total budget, more than 10% of the total budget.
2. License Grant
Subject to the terms and conditions of the IO and these General Terms:
2.1. Advertiser hereby authorizes that AdCounty Media has a royalty-free,Worldwide right and license to
(i) distribute, display, transmit, reproduce, technically modify, present, and use all or part of the Advertiser Materials, for providing services, including modifications and updates within; and
(ii) display, present and use Advertiser’s brand name, icons, trademark and images, for AdCounty’s marketing material and showcase on AdCounty Media Website or other media, press release and client list during the IO term and for a period of twelve (12) months thereafter.
Advertiser will be responsible for providing AdCounty Media, all the applicable documents and creatives, required for providing services.
AdCounty Media has the right to modify Advertiser Material, with Advertiser’s written approval (such approvals are granted per Advertiser Material, category of Advertiser Materials and/or per campaign). In such cases, an email shall suffice as written approval.
2.2. AdCounty Media grants the Advertiser, a limited, revocable, non transferable, non-exclusive, non- sublicensable, and non-assignable license, during the Term, to use and access the Services, for the sole purpose of displaying and promoting Advertiser Materials.
2.3. AdCounty Media, at its sole discretion, retains the right to:
(i) Determine the scope of its services (including the features, settings or other tools) that are available to the advertisers.
(ii) Update, upgrade, modify or make other changes to AdCounty Media Services
(iii) Sop AdCounty Media services operations, temporarily or permanently without being liable to the Advertiser; and
(iv) Restrict, remove, disable or suspend Advertiser’s access to parts or all of the AdCounty Media Solution or Advertisement at any time.
3. Advertiser’s Undertakings
3.1. Advertiser acknowledges and agrees that:
(i) location, timing and frequency at which the Advertisements are distributed and displayed, shall be determined at the sole discretion of AdCounty Media and is subject to the provisions of the IO and these General Terms.
(ii) Advertisement may be displayed on the inventory, in combination with other content, products or Advertisements.
(iii) AdCounty Media is not obligated to monitor content or material available through Inventory, Advertisements or Campaigns, including Advertiser’s Material and,
(iv) Subject to Section 4.3 (Baseless Traffic), AdCounty Media is not responsible for and doesn’t have any control over any inventory, including, but not limited to any stated Invalid Traffic from Publisher(s); and
(v) AdCounty Media doesn’t have any control on the identity of the end users exposed to the Campaign, the how such end users might construe the Advertisement, and the influence of the Campaign.
3.2. The Advertiser herewith represents, warrants and undertakes that:
(i) it is the owner of the Advertiser Material and has a valid and legal license or right to use utilize and distribute it as required hereunder, and that the Advertiser Materials do not violate or breach Intellectual Property rights or any third party rights;
(ii) it is solely accountable for the Advertiser Materials and content or technology that may be linked with the Advertiser Material;
(iii) Advertiser Materials shall not include any kind of forbidden content;
(iv) Advertiser Material should be in compliance with the applicable laws, regulations and industry best standards, which includes, without limitations, the Children’s Online Privacy Protection Act of 1988 (“COPPA”) and CAN-SPAM Act of 2003, in addition to requirements and guidelines of the applicable App Stores;
(v) Advertiser will not deploy any fraudulent, misleading or inappropriate practices that may end up deceiving the end user or any non-human, automated or fraudulent ways to enhance the revenues, nor shall authorize, perform or encourage a third party (directly or indirectly) to generate impressions, clicks, conversations or other actions, with respect to the Advertiser Materials, with the help of deceptive, automated, fraudulent or otherwise invalid actions, related to the services that include, without any limitations, recurring manual clicks, the use of “robots”, spiders or any other computerized tools or counterfeit use of any other search engine optimization services or software, fraudulent representation, or any other illicit or otherwise invalid for the end users, to take actions with respect to the services.
(vi) Advertiser is not residing in a country that is subjected to an Indian Government restraint or that has been pronounced as a “terrorist aiding” or “terrorist supporting” nation by the Government of India; and
(vii) It is not filed in any list of Indian Government with respect to prohibited or restricted parties.
3.3. Advertiser agrees to it that AdCounty Media has the right to remove or reject an Advertiser Material(s), if it consists of or leads to content that may include Prohibited Content, do not abide with the terms of the IO or these General Terms or breach any of the applicable laws. AdCounty Media will invest commercially reasonable efforts to notify the Advertiser with respect to such rejections or elimination. It is also recognized that AdCounty Media shall not be obligated for-
(i) Monitoring of the Advertiser Materials and is not accountable for its accuracy, appropriateness, completeness, applicability or legality, which is solely the responsibility of the Advertiser; and
(ii) Monitoring of Advertiser’s location or any other restrictions applicable to the Advertiser.
3.4. Advertiser or any third party, on their behalf, shall not:
(i) copy, make available to the public, perform publicly or execute, sell or resell, emulate, convert to human readable format, lend, lease, sublicense, rent, process, use for commercial purpose, adapt, modify, translate, map out, modify, reproduce, decompile, reverse engineer, disassemble, unlock, reverse compile or create derivatives of this service;
(ii) Remove any directives or copyright information;
(iii) disrupt or interfere with the operations of the service, or networks or servers that may host or connect with the services or make them available.
(iv) transmit any data generated from or in connection with the Service, without any prior written permission of AdCounty Media;
(v) use the services for any kind of illegal, immoral or unauthorized purpose; and
(vi) use AdCounty Media name or any other label or identification or service marks of AdCounty Media.
4. Reporting, Tracking & Dispute
4.1. The reporting and tracking will be performed on the basis of either AdCounty Media’s or the Advertiser’s numbers, statistics, reports and tracking, as decided by the parties at the time of registration (“Reporting Party”). Advertiser shall be the Reporting Party, in the events of CPI and CPA Campaigns. Advertiser will provide AdCounty Media, access to an online account, protected with a password, through which AdCounty media will receive daily statistics or measurements regarding the applicable Campaign (“Reports”). Under any circumstances, when the online account is not available, the Advertiser shall provide daily email reports to AdCounty Media, with the above mentioned information. Advertiser is liable to provide final Reports within fifteen (15) calendar days from the end of each calendar month, during the entire term of the IO. In case when the Advertiser unable to provide daily or final Reports or online installs post backs, as mentioned above, due to any reason, the Advertiser is liable to reimburse AdCounty media with an amount equal to the average conversion rate in the past 3 days or the Campaign multiplied by the number of wasted clicks.
AdCounty is the Reporting Party in the events of CPC or CPM Campaigns, and AdCounty Media shall be liable to provide Advertiser with the daily statistics regarding the applicable Campaign through Advertiser’s account or through AdCounty Media’s report, as agreed upon by the Parties. AdCounty Media shall be accountable for providing the final Reports within a period of fifteen (15) calendar days from the end of every calendar month, during the term of the IO.
4.2. In case of any discrepancies, a written notification, describing the reason for dispute, shall be provided by the disputing Party to the other Party, not later than fifteen (15) calendar days from the date of receipt of the Report. Followed by the receipt of the dispute notice, the Parties shall assist in order to resolve the discrepancies in good faith. In case of disagreement with respect to discrepancies, AdCounty Media’s Records shall stand valid and conclusive. It is agreed upon that any payments dues for AdCounty won’t be delayed or affected in any way, because of the receipt of the dispute notice or cooperation to resolve the dispute.
4.3. Invalid Traffic
Under any circumstances, when the Advertiser suspects deceptive or false traffic or activity (“Invalid Traffic”), a written notice shall be administered by the Advertiser to AdCounty Media, in less than seven (7) calendar days, from the time that the stated Invalid Traffic occured. The said notice will specify the appropriate allegation claims along with the required supporting documents and detail aims, which shall under no limitation, include the reasons for suspicion, Publisher source, AdCounty Media’s click ids and the time frame (“Invalid Traffic Notice”). To prevent uncertainty, claims for low or non-retention rates or any performance indications shall not contribute as a sufficient proof described above. The Advertiser cannot impose any liability on AdCounty Media for Invalid Traffic, and AdCounty Media holds no accountability in this regard, except for the above mentioned reimbursement.
4.4. In the event of disparities or discrepancies mentioned above, in case the parties are unable to reach an understanding corresponding to the disputed amounts, before the date on which the appropriate invoice should have been issued, AdCounty media shall release the invoice as per the AdCounty Media’s Reports and may also deduct any applicable amounts (if any, at the AdCounty Media’s sole discretion as described above), from the invoice, which shall be issued followed by AdCounty Media’s judgement with respect to such disparities or discrepancies.
5. Taxes. The Advertiser alone is responsible for the payment of taxes, royalties, fees and/or levies, charged on or as a result of the IO, except for the AdCounty Media’s income tax. If any of these taxes need to be concealed, then in that case, Advertiser shall pay a sum to AdCounty Media, so that the total amount payable to AdCounty Media, after withholding the taxes, shall be equal to the amount that would have been alternatively owed under the IO.
6. Refunds. In case of a prepayment account, Advertiser can request a refund, which shall be made within a period of ninety (90) days, to be subjected to the following: (i) AdCounty Media maintains the right to subtract applicable fees, which shall include (without limitations)- administrative fees, credit card fees, PayPal fees, etc., which is subjected to the sole discretion of AdCounty media; and (ii) In the event when Advertisers breach of the IO or these General Terms leads to AdCounty Media terminating the IO, or in the event when the account is not active for a period of more than Six (6) months, Advertiser’s right for refund shall not be applicable.
7. Unpaid Charges. AdCounty Media is not obligated to provide or continue the Service, if Advertiser’s charges applicable to the IO are not paid to the Adcounty Media in full. Overdue charges are subject to an interest rate of 1% per month on the outstanding Sum, in conjunction with the appropriate collection expense (including the Attorney’s charges) incurred to AdCounty Media, for collecting such dues, will be payable by the Advertiser.
8. Intellectual Property. AdCounty Media is the sole proprietor of AdCounty Media solutions, the Services, intellectual property and any part thereof (“AdCounty media Property”). All the rights related to the AdCounty Media Property are solely owned by AdCounty Media or the licensors and neither these General Terms nor the IO transfer any kind of ownership rights or title to the Advertiser. Other than as mentioned herein, AdCounty Media holds all the rights, titles and interest in and to AdCounty Media Property, which also includes without limitations, all derivatives, modifications and improvements thereto, along with all the intellectual property rights therein. Advertiser shall stand by all the information, copyright notices and restrictions that are contained in the content accessed, that is connected with AdCounty Media Property. Advertiser approves AdCounty Media to use Advertiser’s name, Advertisers icons, images and Material, for display on AdCounty Media Site or any other media and AdCounty Media’s marketing or for any purpose of providing services, without limitations, for AdCounty Media’s press release, for creating AdCounty Media creatives and posting on Client list. Based on the license granted to AdCounty Media in agreement with the IO and these General Terms, the Advertiser shall maintain all the rights, interests and title, in and to the Advertiser Material.
9. Representations and Warranties
Each party affrims and represents to the other party that:
(i) IO, in inclusion with these General Terms comprises a legally binding and valid obligation of it, enforceable against it, in conformity with their terms;
(ii) it has the full power, corporate right and authority to enter into the IO (including these General Terms) and its responsibility hereunder; and
(iii) the execution of these General Terms and IO does not and will not breach any agreement to which it is already a party or is otherwise bound.
10.2. Advertiser guarantees as follows:
(i) to utilize the end users data shared by AdCounty Media, solely for the purpose of public viewing or offering customized advertisements that remain within the scope of the IO;
(ii) to process the end user’s data in accordance with the applicable law (including the GDPR, wherever applicable);
(iii) to store and process any of the end user’s personal data which are subjected to the GDPR, either in the EU or in the US servers or clouds that are owned or operated by the Privacy shield compliant entities;
Each Party (“Receiving Party”) agrees and guarantees, not to divulge Confidential information, revealed by the other party (“Disclosing Party”) to any third party, unless otherwise purposely permitted by these General Terms or the Agreement. In Addition, the Receiving Party shall not divulge any Confidential Information to a third party or to its employees, directors, officers or contractors, other than the employees, directors, officers or contractors who need to be informed for a “need to know” purpose, to carry out the agenda of the agreement and which are bound by the privacy obligations not any less than the ones contained herein. Additionally, the Receiving Party agrees to guard against the disclosure of the classified information using appropriate security measures that are as strong as the measures utilized by the Receiving Party for the protection of their own classified information. Confidential Information must be destroyed or returned to the Disclosing Party upon the termination or expiration of all IOs or these General Terms, or after receiving a written request from Adcounty Media.
12. No Warranty
12.1. AdCounty Media Services are administered or provided by AdCounty Media, except as purposely mentioned in these General Terms and completely allowable by law. AdCounty Media promises no other warranty of any sorts, whether implied, expressed, statutory or otherwise, including, without limitation, availability, warranties of compatibility, non-infringement or fitness for a particular use, or those connected to the performance or arising in the course hereunder, and disclaims any such warranties. Additionally, AdCounty Media does not warrant or represent that: (i) AdCounty Media Services, or any of its software or products will be free from errors or that any errors will be corrected; (ii) the operation of AdCounty Media Service or any of their products or software will be unbreachable or uninterrupted; and (iii) Advertiser will derive any economic benefit or profit by using AdCounty Media Services.
12.2. AdCounty Media uses the industry standards for data security measures; however, AdCounty Media can not and does not guarantee that the storage of any data belonging to the Advertiser or the end user will be secured at all times, and that AdCounty Media shall not be responsible for any unauthorized access to or modification to any information or data.
12.3. Certain jurisdictions or states do not allow the exclusion of certain warranties, hence, some of the above exclusions may not apply to the Advertiser.
Each party (“Indemnifying Party”) is obliged to indemnify, protect and hold unharmed, the other party and its various employees, directors, agents, officers and suppliers (“Indemnified Party”) from and against any and all losses, damages, liabilities, claims and penalties, and all the related expenses (including appropriate attorney’s fees) related to claims by third parties, resulting from the breach or alleged breach of these General Terms or the IO by the Indemnifying Party. The Indemnifying Party’s responsibility to hereunder is conditioned in the Indemnified Party directly and immediately notifying the Indemnifying Party, in writing, within a period of fourteen (14) days of any such claims (however, failure in instantly notifying the Indemnifying Party, shall not relieve them from the obligations mentioned hereunder, other than to the extent that the Indemnifying Party has been damaged by that), immediately, tendering the settlement and control of the defense to the Indemnifying Party (at the expense of the Indemnifying Party and with the Indemnifying Party’s counsel of choice), and fairly cooperating with the Indemnifying Party in settling or defending any such claims including, providing any kind of necessary material or information. The Indemnifying Party shall not enter into a compromise or settlement of any such claim, which compromise or settlement would result in a liability to the Indemnified Party, without a prior consent from the Indemnified Party, which shall not be unfairly withheld. The Indemnified Party has the right to be a part of the defense or settlement of any such claim at its own expenses.
14. Limitation of Liability
TO THE UTMOST EXTENT ACCEPTABLE BY LAW, UNDER NO CIRCUMSTANCES WHATSOEVER, NEITHER ADCOUNTY MEDIA NOR THE ADVERTISER, NOR THEIR PARTNERS OR AFFILIATES, OR ANY OF THE EMPLOYEES, SHAREHOLDERS, OFFICERS, LICENSORS, REPRESENTATIVES OR AGENTS, BE RESPONSIBLE FOR ANY SORT OF INCIDENTAL, INDIRECT, PUNITORY, SIGNIFICANT OR CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF REVENUE OR PROFITS, COUNTING BUT NOT LIMITED TO DAMAGES FOR THE USE OR LOSS OF SALES, INABILITY TO USE THE SERVICES, INFORMATION GOODWILL, DATA, BUSINESS INTERRUPTION, OR SYSTEM FAILURE OR COMPUTER DAMAGE OR SOFTWARE, OR UNAUTHORIZED ACCESS TO INFORMATION, COST OF PROCURING SUBSTITUTE SERVICES OR GOODS, IN CONNECTION WITH OR ARISING OUT OF THESE GENERAL TERMS OR THE IO, BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY AND PRODUCT LIABILITY, AND WHETHER OR NOT, ANY OF THE PARTIES OR AN ASSOCIATE HAS BEEN CAUTIONED OF THE POSSIBILITY OF AFORESAID DAMAGES. TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW APPLICABLE, AND UNDER NO EVENT WILL EITHER OF THE PARTY OR ANY OF ITS PARTNERS SHALL BE ANSWERABLE TO THE OTHER PARTY FOR AN AMOUNT EXCEEDING THE TOTAL CONSIDERATIONS PAID BY THE ADVERTISER TO ADCOUNTY MEDIA IN CONNECTION TO THE IO AND/OR SERVICES ADMINISTERED BY ADCOUNTY MEDIA TO THE ADVERTISER DURING THE PERIOD OF ONE (1) YEAR.
15. Term & Termination
15.1. An IO shall be active and effective at the time of its execution by the parties and shall remain effective until: (i) its end of budget or End Date, as already agreed in the IO, including any expansion to the IO; (ii) terminated or discontinued by either party as stated hereby (for each IO: “IO Period”). These General Terms will be effective during the period of the IO.
15.2. Termination for Convenience. Either Party can terminate the IO by providing a written notice, 48-hour prior to the other party; or (ii) in an event if the prepaid campaign, the IO stands automatically expired, upon reaching the budget.
15.3. Termination for Cause. AdCounty Media may terminate the services and/or suspend any IO immediately, and without an earlier notice in the event when the Advertiser breaches the terms of these General Terms or the IO.
15.4. Effect of Termination. Upon termination or expiration of the IO, for any of the reasons: (i) License granted and all the rights herein, shall be terminated immediately; (ii) Advertiser’s right to use AdCounty Media Creative or services or any part thereof, will cease immediately; and (iii) the campaign shall be terminated, and Advertisement shall be removed from the AdCounty Media’s inventory.
16.1. Independent Contractors. The Parties are independent contractors, under these General Terms and/or the IO. Nothing enclosed in view of this, shall be assumed to create an agency, partnership, joint venture or employment relationship between the Parties, or any other contractual arrangement that would impose any sort of liability upon one party for the actions or failure to act of the other Party. Neither Party shall have any direct or implied power to enter into a commitment or contract or to acquire any liability on behalf of the other party.
16.2. Assignment. Either Party shall not assign any of its responsibilities or rights under these General Terms or any of the signed IO to any entity or person, and any attempt made towards doing so, shall be treated as void and as a material breach of these General Terms or the IO, except (i) at the time of a merger or acquisition of the assigning Party’s major shares or assets, given that the assignee will assume all the responsibilities of the assigner; or (ii) AdCounty Media that may assign the IO, along with these General Terms, within AdCounty Media Group.
16.3. Dispute Resolution. In the event of a dispute, each Party agrees to contact the other party, and first attempt to resolve disputes informally. If informal intervention between the parties, fails to resolve the dispute and unless otherwise required by a required law, the Parties agree that any dispute, claim or controversy emerging out of, or in connection with or relating to these General Terms or the IO shall be governed by the Laws of the State of Rajasthan, India, without regard to the conflict of laws principles, and will be brought solely before the Court of Jaipur, Rajasthan.
It is additionally agreed upon that : (i) upon entering into these General Terms, each Party agrees to waive the right to a trial by jury or to engage in a class action; and (ii) all the claims must be brought in the Party’s distinguished capacity, and not as a class member or plaintiff in any alleged class or representative proceeding and the competent court shall not consolidate more than one person’s claims.
16.4. No Third-Party Beneficiary. These General Terms and the IO shall be limiting on and inure to the interest of each party and their various assignees and successors. Neither these General Terms, nor the IO signed by the parties are made for the interest of any third party who is not a party hereto, and only the Parties attached or their permitted assignees and the respective successors shall acquire or gain any benefit, claim, remedy or right under or by reason of any Io or these General Terms.
16.5. Waiver. No waiver of any arrangement hereof or of any other right or remedy below, shall be active and productive unless in writing and marked by the Party against whom such remission is desired to be enforced. No course of dealing and no delay in exercising with respect to, or no partial exercise of any remedy or right below shall establish a waiver or remission of any other remedy or right, or future exercise out of it.
16.6. Entire Agreement. These General Terms and the IO establish a complete understanding between the Parties, with respect to the subject matter hereby, and overrides all the prior and coexistent written agreements and argument concerning the subject matter of these General Terms and/or the IO.
16.7. Severability. Under circumstances when one or more clauses of these General Terms or the IO are determined to be void or null by a court of efficient and competent jurisdiction, such clauses shall be construed as required to provide maximum force to the arrangement thereof, and the validity and practicability of the remaining Io and or these General Terms shall not be impacted.
16.8. Force Majeure. Neither Party shall be accountable hereafter for any delay in performance or failure of its responsibilities hereunder, due to any reason or circumstances beyond its realistic control.
Annex A to Appendix A
“Advertisement” or “Ad” means any kind of advertising elements, including images, text, ads, video, sound, content, photos, music, graphics, logos and any other content or material promoting mobile applications or goods and services or software, etc., facilitated or supported by the Services. Advertisement may be created by Advertiser (or its behalf) and/or by using AdCounty Media Creative Services,
“Advertiser Material” means (i) Advertiser’s Ads, goods, apps, and other creatives, screenshots, content, images or videos which the Advertiser wishes to promote through the Campaign, and (ii) Advertiser’s logo, trade names, trademarks, images and copyrights.
“App Stores” means any marketplace of Mobile Applications or application stores, including Google Play and Apple’s App Store or their equivalent.
“Campaign” means displaying or promoting Advertiser’s materials across the Inventory, in accordance to the campaign parameters and the restrictions agrees in the IO.
“Confidential Information” means any classified, proprietary, and/or trade secret information of a Party, oral or written, whether or not designated or marked as confidential, whether provided before or after the date of the IO and irrespective of the manner in which it is supplied or furnished. Confidential Information may also include, without limitation, information pertaining to a Party and any of its parent, affiliated or subsidiary companies, data, services, marketing, business and financial plans, operations, policies, strategies, analyses, surveys, practices and forecasts, customers list, financial information, know-how, Inventions (as defined below), processes, tractices, development, computer readable media or other materials in whichever form, business relationships and information, which given the totality of the conditions, a reasonable person should have a reason to believe is confidential, proprietary or competitively sensitive. Confidential Information may be disclosed or revealed either in tangible or intangible form. Confidential Information shall not comprise of information that (i) has now become available in the public domain, not resulting from a breach of responsibility owed by the receiving Party to the disclosing Party; (ii) was in ownership of the receiving Party before disclosing Party disclosed the confidential information; (iii) the receiving Party fairly obtains from a third party who owns the right to disclose or transfer it, without breach of it’s understanding of the confidentiality hereunder; (iv) the receiving Party can display in its records that the information has been independently developed, without a breach of its commitments for confidentiality under this agreement and/or any use of the Confidential Information; or (v) is required to be revealed by any applicable law or order of governmental agencies or a competent jurisdiction. If any specific part of the classified or confidential information gets subjected to any of the foregoing exceptions, all the other parts and aspects of such information shall remain liable to all provisions of the IO or these General Terms.
“CPA” means cost per action.
“CPC” means cost per click.
“CPI” means cost per install.
“CPM” means cost per mile and impression.
“Creative Services” refer to the services that will be administered by AdCounty Media as agreed in the IO, that may comprise Ads design and/or producing custom-made Ad, according to the Advertisement parameters that are requested by Advertiser and accepted by AdCounty Media.
“GDPR” refers to General Data Protection Regulation 2016/679.
“Intellectual Property Rights” shall refer to worldwide (i) patents, patent rights and patent applications; (ii) rights associated with the work of authorship, that include copyrights, copyright restrictions and copyright applications; (iii) Moral Rights; (iv) rights related to the protection of trade secrets and classified information; (v) design rights and industrial property rights; (vi) rights related to intangible property, which may include, without limitation; service marks, trademarks and applications, therefore, trade names, packaging and all the goods associated with this; (vii) divisions, renewals, continuation, reissues and the extensions of the foregoing, now existing or hereafter acquired, filed or issued; (viii) all rights to sue for infringement of the foregoing rights and the right to all sorts of royalties, damages, payments and income with respect to any of the foregoing rights; and (ix) rights identical to those set forth. “Moral Rights” refer to the right to claim the authorship of work, right to object to any modification or distortion of a work and any other identical rights, existing under the law of any country in the World or under any treaty.
“Inventory” refers to the respective digital assets licensed by the Developers, Publishers and/or SSPs to AdCounty Media for the sole purpose of publication of Advertisements, that will be used by AdCounty Media to provide the services, as will be determined by AdCounty Media, and are subject to the Traffic Restrictions, agreed in the IO.
“IO” or “Order” refers to the AdCounty Media Advertiser Insertion Order, in which, these General Terms are incorporated, linked or attached
“Managed Advertiser” refers to an Advertiser who has a designated account manager for the management of its campaign.
“Mobile App(s)” refers to a customized mobile application/software, which is designed and developed for mobile phone device display.
“Party” refers to either the Advertiser or AdCounty Media (together: “Parties”)
“Prohibited Content” refers to the content that : (i) encourages or includes the conduct that may be treated as a criminal offense, may violate an applicable law or may give rise to civil liability; (ii) misappropriates, infringes or violates a third-party Intellectual Property Rights, rights of publicity or privacy or other legal or proprietary rights; (iii) promote or endorse the adult content, sexual, pornographic, excessively profane, obscene, ethnically offensive, racist, excessively violent, infringing, threatening, gambling or gambling related (this also includes skill games that offer cash prizes or other values), libelous, promotes arms trafficking or illegal drugs, discriminatory activity, offensive, counterfeiting money, deceptive or misleading material; (iv) advocates, promotes or facilitates terrorist-related activities, terrorism or violence; (v) contains symbols and references of Nazi, (vi) supports, causes or leads to the installation or un-installation of a Mobile App which is generated without a conspicuos and accurate disclosure and without the consent of any other identical practices; (vii) using a Mobile App or hacking into a Mobile App, in order to hack into private or public equipment or infrastructure; (viii) is a type of spyware or malware, contains Trojan horses, viruses, time bombs, worms or other computer programming routines that are designed to detrimentally interfere, damage, expropriate, surreptitiously intercept any data, system or personal information; (ix) disrupts web brousing or navigation, materially interferes; (x) adversely affects private or public equipment or infrastructure use; (xi) interferes with operability of apps, softwares or third-party programs on the end user’s device, such as disables, removes, uninstalls or deactivates the products or applications previously installed on the end user’s device; (xii) interferes with or hacks the inventory or any part of inventory; (xiii) doesnot abide by the age restrictions already agreed in the IO; (xiv) when displayed in the Geo agreed in the IO may be treated as a criminal offense or may violate any applicable law or may lead to a civil liability; or (xv) redirecting the traffic of replacing the web pages or any other pages that are available in a Mobile App to any of the web pages or other links that promote products or content that may negatively affect the usability of the Mobile App, and/or violates any of the prohibitions contained here.
“Developer” or “Publisher” refers to a third party that develops, operates and owns Mobile App(s), and is working with AdCounty Media in a license agreement that authorizes AdCounty Media to gather end user data from the users that use its Mobile App(s) and displays advertisements within the Mobile App(s), throughout AdCounty Media Solution.
“Self-Service Advertiser” refers to a registered Advertiser who has created an Account where it manages its campaigns all through the applicable Account.
“Services” refers to the following actions (i) display and delivery of Advertisements presented and displayed on the Inventory; and/or (ii) Creative services agreed upon by the Parties in the IO (if any).
“AdCounty Media” or “AdCounty Media Group” refers to AdCounty Media India Pvt Ltd. and other entities that are indirectly or directly controlled by AdCounty Media India Pvt Ltd.
“AdCounty Media Services” refers to (i) SDK developed by AdCounty Media and installed in the Developer or Publisher Apps, compatible to its license agreement with AdCounty Media; (ii) ad-serving base that is responsible for providing services; (iii) a platform that engages (a) requests for display of Advertisements on the Inventory(supply side); with (b) Advertisements administered to AdCounty, among other things by the Advertiser and Advertisements Networks (which includes the Advertiser).
“AdCounty Media Website” means the domain: www.adcountymedia.com and any subdomain of it.
Application implies game software program specified in the Insertion Order (“IO”) or via email. Business Day Business Day implies working day or day on which banks remain open for business in Company’s state of residence except any Saturday, or Sunday and official holidays in Company’s state of residence.
CPA implies the amount of Company’s Cost/Fee per Action (CPC, CPV, CPI or CPS) when a user responds to an ad which includes not just clicking but email sign ups, purchases, subscriptions, sales leads, and activations.
CPC (Cost Per Click) means a pricing model that the publisher is paid each time a visitor clicks on a given Creative and thereby being directed to a selected mobile webpage.
CPI shall mean the Company’s Fee per one user’s installation of the Application.
CPV shall mean the amount of Company’s Fee per one user’s view of advertisement video.
CPM shall mean the amount of Company’s Fee per one thousand advertisement impressions.
CPS shall mean the amount of Company’s Fee per one user’s purchase inside the Application/Sites.
Targeting shall mean parameters of each campaign which include but are not limited to targeted geography of placement, type of user’s devices, platforms and type of advertisement placement.
Creative This term is indicative of all the types of materials that are used under the said Agreement, which includes banners, buttons, text links, mobile web link, pop-ups, graphic file, pop-unders and text, or any other file or format which is shown for digital marketing.
The below mentioned Terms Of Service is in reference to the Insertion Order (the "IO") made between Publisher and AdCounty Media for providing digital marketing or other associated services (collectively known as “Services") that will be mentioned in IO or other similar agreement, document or paper issued by AdCounty Media which will be collectively termed as “Related Document”. Below mentioned Terms of Service, the description of the Services that are identified, the IO and any other specifications related to the Services in the Related Document will be now referred to as "Agreement", collectively. AdCounty Media shall pay the Publisher fees for the Actions successfully performed by users (“Publisher’s Fee”).
AdCounty Media reserves the right at any time to refuse Services under the IO in whole or in part upon sending via email prior notice to the Publisher. The Publisher will stop the campaign within 24 hours of receipt of the Advertiser’s notice on refusal.
AdCounty Media is entitled to require via email/API the replacement of advertising materials (including but not limited to banner, video, Tracking Link, Application, etc.). Also, the Publisher will replace the advertising materials within 24 hours of receipt of the advertising materials to replace.
The Parties have agreed to establish the following calculation formula of the Publisher’s Fee related to certain account# set forth in IO: the amount of actual Actions multiplied by Rate.
For the purpose of counting of the Actions performed by users the parties have agreed to use the AdCounty Media’s tracking and reporting system. Publisher acknowledges and agrees that in few cases, AdCounty Media will require to make certain adjustments to the statistics reported due to some contractual provisions (e.g., Malicious or Fraudulent Activities), errors in statistics, or errors in third party tracking that is provided by Client. AdCounty Media shall provide its tracking report before the 20th of the following month. AdCounty Media shall pay Publisher’s Fee within forty-five (45) Days after receiving the correct invoice by Publisher via email.
AdCounty Media shall pay Publisher’s Fee monthly; provide that the Publisher’s Fee is greater than $1000. Publisher’s Fee with a balance of less than $1000 will roll over to the next month, and will continue to roll over monthly until $1000 is reached. AdCounty Media reserves the right to charge back to Publisher any previously paid Fees that are later determined to be Fraudulent Activities.
All the amount that is payable to Publisher under the said Agreement will be paid in US Dollars to the Publisher’s bank account. Publisher may update its bank account information as an when required during the Term by providing AdCounty Media with an update. Any commission fees regarding the money transfer shall be borne on Publisher except the commission fees from AdCounty Media’s side.
The Parties mutually agree that any taxes which are imposed on a party by a governmental authority pertaining to the performance or execution of the said Agreement shall be borne by that party.
The Publisher warrants that advertisements placement under the IO (a) is in full compliance with the laws of campaign placement territory and all applicable law, (b) does not violate the third parties rights. The Publisher represents and warrants that it has the authority and rights to place advertisements on certain websites and applications where AdCounty Media’s advertisements are placed.
Each Party is representing and giving warrant to other Party that: (a) it possess absolute corporate authority and power to get into this IO, and to carry out all the required acts hereunder; and (b) execution of the IO by it, and its performance of the duties and obligations mentioned hereunder, must not and shall not breach any agreement wherein it is a party or wherein it is otherwise bound.
During this Agreement’s term, and for a period of one (1) year following termination, each Party will maintain strict confidentiality, and none of the Parties involved will either use, disclose,or distribute any of the Confidential Information of the other involved Party, except it is specifically mentioned.
The said Agreement will be effective from the mentioned Effective Date and will be effective till one (1) year unless terminated earlier as per the terms which were agreed upon (“Initial Term”). The said Agreement will renew automatically on the terms already existing if neither of the Party to this Agreement issues a non-renewal notice or notice of extension of the Agreement for a minimum 60 days and maximum 90 days prior to Initial Term’s expiration. The said Agreement will renew for one additional year (“Renewal Term”).
All the involved Parties may terminate the IO via a written notice sent by email to other Party 5 (five) days before the termination date of the IO.
This IO, its conclusion and performance shall be construed and governed by law of Indian Judiciary.
Any dispute or disagreement that arises out of this IO or in connection with it, which could include questions pertaining to its existence, termination or validity, will be referred to and resolved by the Indian Judiciary Rules.
Arbitrators could be one and the seat of arbitration shall be Jaipur, Rajasthan, India.