For purposes of this Master Insertion Order (the “Master IO”), the following terms shall apply: (a) CPM – cost-per-thousand impressions. Payment is based on the number of impressions delivered by the Guppy Media Reporting Source unless it mentioned else; (b) CPC – cost-per-click. Payment is based on the number of clicks delivered by the Guppy Media Reporting Source unless it mentioned else; (c) CPA – cost per acquisition. Payment is based on actual acquisitions made by viewers of the Campaign (as defined below). Services. Subject to (i) the details provided herein by the advertiser (the “Client”), (ii) to the terms and conditions of this Master IO and (iii) to the terms and conditions set forth on Advertising Guidance Policy posted on the Company’s website, the Company shall provide online advertisement services (the “Campaign”) to the Client. If not indicated otherwise in this Master IO, payment for the Campaign shall be made on a CPA basis, based on the pertinent data generated by the Company. The Parties may execute, from time to time, additional IOs (the “Additional IOs”) for different campaigns, all of which are subject to the terms and conditions of this Master IO. Notwithstanding the foregoing, the Company reserves the right to reject any campaign for any reason. The Company does not guarantee the effectiveness of the Campaign. The Client shall not alter in any manner the Campaign.
Without limiting any of the remedies available to the Company pursuant to this Master IO and pursuant to any law or regulation, the Company may terminate the Campaign in any of the following events: (i) the duration for the Campaign set forth in this Master IO or in the Additional IO, has elapsed; (ii) a notice of termination has been fully executed by the Client and delivered to the Company, provided that all payments through the termination date have been made by the Client; (iii) the Client has breached any of the obligations, representations and/or warranties set forth in this Master IO. Any additions and/or amendments to the new campaigns shall be submitted to the Company not less than 24 hours notice prior to the launch of such new campaign and shall be subject to the Company’s prior written confirmation.
Payment for the Campaign is due within thirty days from the receipt of the bi-weekly invoice issued by the Company unless specified otherwise. The Company reserves the right to demand that payment shall be made in advance. In event of any failure by client to make payment or upon any client charge-back, client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Company in collecting such amounts plus interest rate of one half percent (1.5%) per month. Client may return a lead for credit within three business days from the date the lead is generated if the lead is considered fraudulent provided proper documentation proving its fraudulent nature. Return leads shall not exceed 20% of total leads generated within the billing cycle.
Any overdue outstanding amount shall bear interest at the rate of 1.5% per month from the invoice due date until fully paid.
Client shall retain all right, title and interest in and to any multimedia images, graphics, text, data or other objects (the “Client’s Content”) originated by, or transmitted from, Client to the Company. During the Campaign, Client grants the Company an exclusive license to use the Client’s Content for the purpose of this Master IO. The Company shall own all right, title and interest in and to any software or hardware provided by the Company. This Master IO does not transfer or convey any right, title or interest in any software or hardware provided by the Company or any associated intellectual property rights. Furthermore, Client does not retain any right, title and interest in and to any created ads, multimedia images, graphics, text, data or other objects (the “Company’s Content”) created or originated by the Company and transmitted to the Client, and may not use the Company’s Content for any other purpose other than for the purpose of the Campaign.
Client warrants and represents to the Company that Client: (i) is duly organized and validly existing under the laws of the State stated (ii) owns all right, title, and interest in the Client’s business, or possesses all legally valid rights in the Client’s business necessary to run the Campaign contemplated by this Master IO; (iii) has full power and authority to execute this Master IO and to perform its obligations hereunder and (iv) will not provide to the Company material for the Campaign that (a) infringes any copyright, trade secret, or other intellectual property right of any third party, or (b) contains any libelous, defamatory, or obscene material, or otherwise violates any laws or regulations relating to Campaign.
Both Parties shall defend, indemnify, and hold the Company harmless from and against any suit, proceeding, assertions, damage, cost, liability, and expenses (including court costs and reasonable attorneys’ fees), including the infringement of intellectual property rights, copyrights, trademarks, designs and patents, incurred as a result of claims of customers or other third parties against the Company and its affiliates, licensors, suppliers, officers, directors, employees and agents arising from, associated with or connected with the Campaign, Client’s misuse of the Campaign or Client’s breach of any of its representations and/or warranties set forth in this Master IO. Client shall bear sole responsibility and liability for the content of the Campaign and for any damages, direct or indirect, arising from, or associated with, or connected to, the exposure, use or other reference to the Campaign. Client hereby waives any right to request compensation of any kind or nature from the Company with respect to any claim raised by customers or other third parties against the Company and its affiliates, licensors, suppliers, officers, directors, employees and agents in connection with the Campaign.
Client may not, without the prior written consent of the Company, assign this Master IO, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a material default of the Master IO and shall be void. The Master IO is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity. Any dispute relating to or arising from this Master IO shall be settled according to the laws of the State of Washington without regard to or application of conflict-of-law rules or principles. Any dispute relating to or arising from this Master IO shall be settled in the sole jurisdiction of the applicable courts in the borough of the State of Washington. This Master IO and the Exhibits attached hereto (as such may be amended and re-executed from time to time) shall constitute the entire agreement between the Company and Client with respect to the subject matter hereof and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby. This Master IO or may be amended only by written agreement signed by both Parties. No failure of either party to exercise or enforce any rights under the Master IO shall act as a waiver of subsequent breaches. In the event any provision of the Master IO is for any reason held invalid, illegal or unenforceable, the parties will begin negotiations for a replacement provision and the remaining provisions of the Master IO will be unimpaired. If either Party is prevented from performing any of its obligations under the Master IO due to any cause beyond the party’s reasonable control, including, without limitations, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers (a “Force Majeure Event”) the time for that Party’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that Client will not be excused from the payment of any sums of money owed by Client to the Company; and provided further, however, that if a Party suffering a Force Majeure Event is unable to cure that event within thirty (30) days, the other party may terminate the Agreement. The Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting the Agreement in construing or interpreting the provisions hereof.