Advertiser Agreement

This Agreement, is entered into

Between: Amli Media Private Limited with offices at 811, 10th A Main, Suite 456, 1st floor, Indiranagar, Bangalore Karnataka, India - 560038 (hereinafter, Amli Media), and  the "Party" i.e Advertisers opting services on Amli Platform.

 

Amli Media and the Client each referred to as a “Party” and collectively as the “Parties”

WHEREAS

 

(A) Amli Media is providing an exchange advertisement service through a platform addressed at

www.amlimedia.com or www.dashboard.amlimedia.com consisting of a real-time trading platform technology. Hereinafter, the Service and the Platform, respectively.

 

(B) The Client is interested in using the Platform provided by Amli Media as a direct advertiser or on

behalf of another advertiser.

 

(C) The Parties, therefore, agree to define the terms and conditions related to the Service

according and subject to the following.

1. TERM. The “Term” of this Agreement begins on the date when advertisers sign up for Amli service. It will remain in place for 1 year and will automatically renew unless a party provides the other with written notice of the intent to terminate at least thirty (30) days prior to the expiration of the current term.

 

2. Amli Media. “Service” means the Platform and related services that enable buyers (e.g. ad networks, exchanges, DSPs, brands) to purchase digital and mobile advertising inventory and send advertisements for display on Amli Media’s digital properties. Amli Media will use commercially reasonable efforts to provide the Service to the Client as set forth in this Agreement.

 

3. LICENSE TO USE SERVICE. 

1. Grant. During the Term, Amli Media grants to the Client a non-exclusive, non-transferable, non- sublicensable right to use the Service as described in this Agreement. This Agreement  applies to Client’s use of the Service for itself and on behalf of any clients of the Client.

 

2. Limits. As between Amli Media and the Client, Amli Media owns all rights, title and interest in and to the Service, including future developments and enhancements. Aside from the license granted immediately above, Amli Media does not grant to the Client any other license, express or implied. Amli Media reserves all rights not expressly granted hereunder, including the right to continually evolve the Service and all related technologies. The Client will not reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Service or any portion thereof. Under no circumstances may the Client use the Service for benchmarking, gathering data on the performance of the Service or Amli Media Platform, systems or competitive intelligence.

 

4. USE OF DATA.

 

1. Advertiser reporting. The Client will have access to detailed information about the performance of the Service through Amli Media Reporting Data provided via either the Amli Media website, email or API. The Client will only permit employees who are directly involved in using the Service to access such information and will treat such information as Confidential Information.

 

2. Discrepancies. Amli Media’s monthly reporting data will be deemed conclusive for the calculation of Amli Media’s Revenue unless (a) the methodology used by Amli Media to calculate Amli Media’s Revenue is inconsistent with industry standards, in which case the parties will reasonably agree on appropriate methodology, or (b) Client's good faith determination of the amount owed differs by more than ten percent (10%) from the Monthly Statement supplied by Amli Media, in which case the parties agree to discuss in good faith an appropriate reconciliation of the discrepancy and if after such discussion the parties cannot agree, then the parties agree to split the amount of the discrepancy and Client will pay Amli Media 50% of the amount in dispute.

 

3. Service Data. Aside from the buyer information described above, each party may use the data generated by the Client’s use of the Service as follows. The Client may use such data for any business purpose provided that (a) (i) it complies with its privacy policy and (ii) it does not disclose data that describes or reflects the performance of the Service (or any other Amli Media services) to third parties except service providers who are under confidentiality restrictions at least as restrictive as those contained in this Agreement. Amli Media may use such data (b) (i) internally for any business purpose and (ii) externally if such data is aggregated with other Amli Media client data such that third parties cannot attribute the data to the Client. The Client acknowledges that other participants on the Service may have access to information related to the Client (e.g., publishers have access to information about the advertisements shown on their inventory (including the advertiser and price paid).

 

5. COMPENSATION

 

Payment: Amli Media will invoice Clients monthly. Client will pay all amounts within 45 days of the invoice date. If a Client has any objection to any invoice, it must provide specific written notice of such objection to Amli Media within ten (10) days after the invoice date. Unless Client makes a timely objection to an invoice within ten (10) days period, such invoice will become conclusively binding on Client and Client waives any right to contest such Invoice. Amli Ad Platform is the one of the best secure ad platforms for advertisers to eliminate invalid traffic in real time. However If Objection is raised due to any invalid data deductions, and the deduction is more than 2% of overall amount  then the client must share the data within 10 days of invoice received,  that identifies the sources from Amli Platform. In case of unavailability of data clients does not have rights for any deductions. If Client fails to make any payment due and payable, Client will pay all reasonable expenses (including attorneys' fees) incurred by Amli Media in collecting such charges, as well as compound interest on the overdue balance at the rate of two percent (2%) per month from the invoice date. "Taxes'' means any and all withholding, sales, use, value added or other taxes, duties or charges that are imposed by any jurisdiction on the transactions described in this Agreement, other than taxes based on Amli Media's income. Client shall timely remit all Taxes to the jurisdiction imposing such Taxes. Client shall pay Amli Media the full amount invoiced, without offset or deduction for any Taxes, and will promptly provide Amli Media with the applicable certificates and receipts regarding such remittances. 

If Client willing to set up any direct campaigns then net terms will not apply and the client has to pay the budget of campaigns before start, followed by auto invoice generation on Amli Platform. 

 

6. AD INVENTORY SPECIFICATIONS

 

Client’s inventory will comply with all IAB ad inventory specifications and the Client will follow Amli Media’s standard technical specifications. The Client shall also comply with the Amli Media Policies and Service terms.

1. https://www.amlimedia.com/privacy-policy (the “Policies”) 

2. https://www.amlimedia.com/terms-conditions (“Terms of service”)

which are hereby incorporated into and made a part of this Agreement. If Amli Media posts updated Policies during the Term Client will comply with the updated Policies.

 

7. AUCTION REGULATION

 

1. The real-time bidding (RTB) exchange platform hosted and operated by Amli Media will hold a  first  price auction for Ads to be matched on Ad Inventory.

2. “Winning bid” means the highest bid by a Buyer for an impression on the Ad Inventory. The Winning Bid will be the price at which the impression will be sold to the Buyer.

 

8. COMPLIANCE

 

1. Each party will comply with all applicable laws and regulations (Amli Media as to its provision of the Service and the Client as to its use of the Service). To clarify, the Client agrees that all use of the Service for itself or on behalf of its clients (a) will comply with all applicable laws and regulations, including but not limited to the Children’s Online Privacy Protection Act (“COPPA”), (b) will not contain content or materials that are misleading, libellous, obscene, invasive of others’ privacy, or hateful (racially or otherwise), (c) will not introduce viruses or other malware to the Service or Amli Media systems or end users, and (d) will not infringe, violate or misappropriate any third party’s intellectual property or other rights. Amli Media will not make any inventory available through the Service if the end users of such inventory cannot lawfully be tracked, or have not provided Amli Media with sufficient permission or consent to enable the Service to track, using a persistent identifier for purposes of receiving advertising targeted on the basis of such end user’s online behaviour. The Client will not use the Service in a manner that violates its agreements with third parties or could reasonably be expected to damage the Service or reflect unfavourably on the reputation of Amli Media or its publishers. The Client will not share access or passwords to any Amli Media system with any third party. Amli Media reserves the right to immediately stop accepting advertisements through the Service from any websites, apps or other digital properties.

 

2. Amli Media shall not, and shall not authorize any third party to, generate impressions, clicks, or any other payable actions on Ads served through the following methods (collectively, the “Prohibited Activities”): (a) offering any incentives, (b) using automated means, including spiders, scripts, or other non-human agents, (c) auto-spawning of pages or hijacking of an end-users browser, (d) automatic ad refreshes (unless instigated by an end-user page refresh), or (e) any other method designed to fraudulently, deceptively, or artificially inflate the number of impressions, clicks, or other payable actions. Amli Media understands and agrees that no earnings will be payable to the extent generated as a result of any Prohibited Activity. Amli Media reserves the right to suspend or cease delivery of Ads to any application or website containing Prohibited Content or associated with any suspicious activity including any Prohibited Activity.

 

3. As applicable to its respective obligations under this Agreement, each party will provide notice of a privacy policy detailing its respective data collection, sharing, and use practices that comply with all applicable laws and regulations. Without limitation of the foregoing the Client will comply with the applicable Digital Advertising Alliance (DAA) Self Regulatory Principles published at www.aboutads.info and, as applicable, with the IAB Europe EU Framework for Online Behavioural Advertising and the EASA Best Practice Recommendation on Online Behavioural Advertising, which are administered by the European Interactive Digital Advertising Alliance and published at www.edaa.eu. In addition, Amli Media agrees not to share, pass or transfer any personally identifiable information or Sensitive Data (as defined below) to Clients. “Sensitive Data” means a first name or initial and last name, in combination with a Social Security number, driver’s license, or other state or government identification number, or an account number, debit card number, or credit card number in combination with any required security code, access code, or password that would permit access to or use of such individual’s card or account. Moreover, Amli Media represents and warrants that to the extent that Amli Media provides any information regarding devices or users to Client, or permits Client to collect such information, it is shared, passed or provided to Client in compliance with all applicable laws and regulations and with all necessary rights, consents, and permissions. To the extent that Client inadvertently receives any such information from Amli Media, and is informed of such by Amli Media or another other third party, or otherwise becomes aware of such receipt and identifies the information as being provided under this Agreement, Client will treat such information as Sensitive Data, promptly notify Amli Media thereof (unless notified of such receipt by Amli Media) and delete such Information.

 

9. SUSPENSION AND TERMINATION

 

1. Suspension. Amli Media may suspend Client’s use of the Service immediately upon written notice (email being sufficient) if Amli Media believes that the Client has violated any obligation set In this Agreement, the Amli Media policies or Amli Media receives complaints about the Client.

 

2. Termination. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon such termination, Client’s right to use the Service shall immediately terminate. The Client may stop sending advertisements through the Service at any time. After termination, Client must have to settle all dues invoices in the upcoming payment cycle. If Clients have direct campaigns setup then Amli Media settles remaining balances within thirty (30) days of termination. Unsettled payment delay will be followed by 2%  interest charges per month on owing parties. 

 

10. DISCLAIMER

 

Neither party makes any representations or warranties, whether express, statutory or implied. The Service is made available “as is” and “as available” inter alia, Amli Media does not represent or warrant that a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with other hardware, software, system or data; b) the Services will meet the Client’s requirements or expectations; c) any stored data or reporting will be accurate, reliable or free from loss; d) the Service or the infrastructure that makes the Service available will be free of viruses or other harmful components, each party expressly disclaims any other representations and warranties, express, statutory or implied, including any implied warranties or fitness for a particular purpose, title, merchantability, non-infringement, course of dealing or performance. The Client understands that and agrees that Amli Media is a technology platform provider rather than a Publisher and, as such, Amli Media does not guarantee every ad sent to Amli Media will be displayed. In the framework of the Service, Amli Media shall not be responsible for any Publisher, Client or Media players failure to comply with the IAB Terms.

 

11. LIMITATION OF LIABILITY

 

To the maximum extent permitted by applicable law, neither party will be liable for indirect, special, incidental, punitive or consequential damages arising out of or related to this Agreement, however caused, and under whatever cause of action or theory or liability even if a party has been advised of the possibility of such damages, except as provided herein and for the obligation to pay for any minimum fees, guarantees and services already rendered, neither party’s total aggregate liability for all claims arising out or related to this Agreement shall exceed the amount paid to Amli Media by Client under this Agreement for the 6 months prior to the date the liability first arose.

 

12. INDEMNITY

 

The Client shall indemnify, defend and hold harmless Amli Media and its directors, officers, employees and agents, its and their respective successors, heirs and assigns, and other customers of the Service (e.g., advertisers, publishers, ad networks, ad agencies) (the “Amli Media Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Amli Media Parties in connection with any third-party claims arising out of or relating to (a) any allegation that would constitute a breach of Sections 3 or 7 of this Agreement; (b) Client’s use of the Service; (c) any allegation that any advertisement or other material provided by the Client (including advertisements of the Client’s clients) violates any applicable law or infringes any third party right, including but not limited to COPPA and intellectual property rights.

13. CONFIDENTIALITY

 

“Confidential Information” means any information relating to or disclosed prior to or in the course of the Agreement, which is or should reasonably be understood to be confidential. The terms of this Agreement are the Confidential Information of each party (not to be disclosed by the other without the written consent of the other) and data regarding the performance of the Service and Amli Media systems is Amli Media Confidential Information. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party, except that any archival copies may be retained, subject to the continuation of the confidentiality obligations pursuant to this Section 12. “Confidential Information” does not include information that (a) is or becomes part of the public domain through no fault of the receiving party; (b) was already in possession of the receiving party; or (c) was independently developed by the receiving party without violation of this Section. The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.

 

14. NON-SOLICITATION

 

Neither the Client nor any of its representatives, including without limitation its directors, officers, employees, agents and advisors, shall, without the prior written approval of Amli Media directly or indirectly, solicit, induce or attempt to induce or otherwise counsel, discuss, advise or encourage any employee, agent or representative of Amli Media or any of its affiliates to leave or otherwise terminate such person’s relationship with Amli Media or any of its affiliates, as applicable, for a period of one year following the date of this Agreement.

15. MISCELLANEOUS

 

1. Neither party will make any public statement relating to the Agreement without the prior written approval of the other, provided that Amli Media may include Client’s name and logo on its marketing and promotional materials and customer lists. In addition, Amli Media may include Client’s name and positive information metrics in case studies that Amli Media shares with its potential customer, shareholders, investors, etc... provided that such information is covered by confidentiality obligations.

 

2. Notwithstanding any other provision of this Agreement, where Amli Media suspects wrongdoing or misuse of the Service by the Client, Amli Media reserves the right to investigate Client’s use of the Service. If Amli Media believes wrongdoing or misuse of the Service has in fact occurred, Amli Media may disclose information produced by or related to such investigation to law enforcement, regulatory bodies or third parties involved in or affected by the investigation.

 

3. This is the entire agreement of the parties relating to this subject matter, and supersedes all prior commitments, negotiations and understandings with respect to the Client’s participation in the Service. This Agreement cannot be amended except by a writing signed by both Parties. This Agreement cannot be transferred or assigned without prior written consent of the non-assigning party; provided, however, that either party may assign this Agreement (a) to an acquirer of substantially all of that party’s assets, stock or business by sale, merger or otherwise or (b) to a corporate affiliate, each upon prior written notice to the non-assigning party. If any provision of this Agreement is unenforceable, the validity of the remaining provisions will not be affected. Sections 9-14 of this Agreement will survive termination or expiration of this Agreement. Any claim arising out of or related to this Agreement must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.

 

4. Notices must be in writing and will be deemed given when (a) delivered personally, or (b) sent by email, if to Amli Media to the following email address: alok@amlimedia.com, and if to the Client to its specified representative at the email address provided herein, if the sending party can confirm that the email was apparently sent successfully according to its ordinary technical records and does not receive an error notice. Notwithstanding the foregoing, if the sending party receives an error notice because the receiving party has changed its email address without formally notifying the sending party, the email notice is deemed effective if the sending party is using the last email address provided by the other party for the express purpose of receiving notices. In that case, the sending party will attempt to reach the receiving party by phone.

 

5. This Agreement is governed by the laws of India.

 

6. The Indian Courts located in Karnataka will have exclusive jurisdiction to determine any disputes between the Parties hereto. The prevailing party is entitled to reasonable attorneys’ fees and costs. The dispute will be kept confidential except as required by applicable law.

 

7. Multiple signature pages, signatures delivered via scanned-in PDF copy or fax, and electronic signatures will all constitute originals and together will constitute one and the same instrument. Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.

 

By Opting service. You are agree on Amli Advertiser Terms and agreement.