The Publisher's Terms and Conditions is incorporated by The Digital Media Feed, its affiliates and subsidiaries (hereinafter collectively, “The Digital Media”/”Advertiser”/“we”/“us”/“our”) for the purpose of specifying the terms of service for our Publishers (hereinafter collectively, “Publisher”/“You”/”your”/”yours”/”they”/”them”).
Kindly peruse the following terms and conditions (The “Terms and Conditions”) carefully before accepting the Terms and Conditions. You understand and further agree to be obligated by these Terms and Conditions, by using or accessing our services. These Terms and Conditions includes The Digital Media Feed's Privacy Policy and any other policy present on the Website. By accepting the Terms and Conditions, you agree and accept our Privacy Policy and other policies on the website. No terms or conditions other than those explicitly stated in the Terms and Conditions, or the provided Agreement/Insertion Order(s) will be considered binding on our end, unless we have given express written agreement.
You agree to accepting electronic communications and further agree that all notices, agreements, disclosures, and other communications we send to you electronically, via email or by posting notifications in your account domain, meet any legal requirement that demands such communications to be in written form. You acknowledge and consent that by using an electronic signature program to accept this Agreement, you are providing a legally binding electronic signature and entering into a legally binding contract.
For the purpose of this Agreement, the following capitalised terms shall have the described meanings-
“Agreement” shall mean and include the Agreement, Insertion order or these Terms and Conditions agreed and executed by and between the Publisher and the Advertiser for the purpose of promoting Creative Material on the Publisher Network. Insertion Order includes campaign details, Payment terms, Agreement Term or Insertion order Period, and/or other details agreed between the parties.
“Advertiser” shall mean the owner of the Creative Material who has agreed to provide the license to the Publisher to promote or publish the content or Creative Material on Publisher Network.
“Creative Material” shall mean the advertising material or content owned and provided by the Advertiser which shall include banner ads, application or website, header and subject lines, ad copy and/or other content that comprises the Creative Material. Creative Material shall also include advertising content created by the Advertiser and/or third-party (Third-Party Material shall mean the Creative Material owned by the Third-Party and licensed to the Advertiser for promotion pursuant to the terms mentioned herein).
“Publisher” means the party who agrees to promote the Creative Material of the Advertiser on the Publisher's Network.
“Publisher Network” shall mean the platform consented by the Advertiser such as applications, websites, and/or other Promotional Platforms that are owned by or licensed to the Publisher for the purpose of promoting Creative Material.
“Confidential Information” includes information that the Disclosing Party may from time to time during the Term of this Agreement disclose to the Receiving Party whether orally, in writing or by the way of observation including but not limited to information that relates to business, trade secrets, ideas, concepts, know-how, techniques, sketches, drawings, tooling, drafting models, works of authorship, models, inventions, formulas, experiments, developments, designs, specifications, testing plans, product plans, sales, merchandising, software, financial information and marketing information (collectively, “Confidential Information”).
“Disclosing Party” shall mean the party to this Agreement who agrees to share confidential information with the Receiving Party.
“Receiving Party” shall mean the party to this Agreement who agrees to receive confidential information from the Disclosing Party.
“Data Protection and privacy laws” refer to the law, acts, regulations, regulatory policies, bylaws, ordinances, or subsidiary legislations concerning the handling, confidentiality, and utilization of Personal Data. These laws are relevant to the end user, party availing the Services and/or party to this Agreement.
Publisher agrees to advertise any or all Creative Materials of the Advertiser on its Publisher Network. Publisher shall not advertise any Creative Material without the prior approval of the Advertiser. Advertiser shall avail services provided by the Publisher in which the Publisher uploads Advertiser's Creative Material on the Publisher's Network.
Advertiser agrees to pay to the Publisher payment pursuant to the Payment Terms for the services provided by the Publisher.
Parties agrees to enter into an Insertion Order with each other which would include Campaign details, Term of the Insertion Order, Fees and charges, Payment Terms, and other details of the Campaign. The Insertion order shall be governed by these Terms and Conditions. The Terms and Conditions along with the Insertion order along with any other Agreement or Amendment shall constitute the whole Agreement between the Advertiser and Publisher (The “Agreement”). Publisher agree to be bound by the Agreement, which serves as a legal and binding agreement between both Parties, by accepting to be the Publisher and/or using any of our Services.
Publisher whether individual or Company agrees and acknowledges that it will at all times provide the Advertiser with accurate and up to date information about itself. Publisher agrees that it will not make any misrepresentations in order to enter into the Agreement with the Advertiser. Publisher agrees that it will not impersonate any other person's identity and declares that it has the right and authority to bind the Advertiser into the Agreement.
If Publishers enters into this Agreement on behalf of a third-party, Publisher confirms that they have the authority to act on their behalf and to bind them to these specified terms and conditions and the Agreement. Publisher agrees to ensure that each third-party is both bound by and adheres to the outlined Terms and Conditions. Publisher should understand that the contractual obligations and relationship specified herein is solely with them. Advertiser does not hold any contractual obligations with Publisher's end users who buy and/or install Publisher's products. Advertiser does not hold any contractual obligations with Publisher's partners, third-party affiliates using their platforms, or any other party that engages with the Publisher for transactions related to the services. This Agreement does not have any third-party beneficiaries.
Payment Terms: Payment for the services shall be made by the Advertiser within sixty (60) days of receipt of proper and valid invoice by the Publisher. If the Advertiser determines any inaccuracy after the payment has been made to the Publisher, rectifications will be made by adjusting the payment for the subsequent calendar month. Publisher hereby agrees that the payment as determined hereinabove will be payable depending upon the condition that the Advertiser receives the correlated payment from its Sub-Advertiser. In case of non-payment of correlated amount by Sub-Advertiser, Advertiser disclaims the liability arising out of failure of payment to the Publisher. Each party is responsible for covering the payment charges, which include but are not limited to bank fees, on an individual basis.
Advertiser retains the authority to withhold payments at its own discretion and/or terminate Agreement with Publisher, without incurring any liability, if the Advertiser possesses reasonable suspicion that the Publisher has performed any fraudulent activity or is in breach or any applicable law or the Agreement. All payments will be susceptible to the deduction of relevant TDS and Withholding Tax.
Reporting: Advertiser shall generate monthly reports which shall include the promotional data specifying the number of activations, transactions, clicks or installation that is recorded by the Advertiser on their network system. The number of activations, transactions, clicks or installation recorded on the Advertiser's network system shall be final and binding on the Publisher.
The fulfilment of the Services outlined in the Agreement will be acknowledged as accomplished solely upon the submission of the Monthly Report.
Invoicing: Publisher shall raise invoice for the payment within five (5) days of final monthly report by the Advertiser. The invoice shall be based on the monthly reports by the Advertiser. Publisher shall provide invoice to the Advertiser which shall be inclusive of all the taxes, if applicable. The invoice shall be sent to the Advertiser on their billing address along with all other necessary information as mentioned in the IO or as agreed between the parties.
Both parties involved in this Agreement represent and warrant to each other that they currently possess and will maintain throughout the specified term, the complete rights, ownership, and legal authority necessary to engage in and fulfil all their responsibilities as outlined within this Agreement.
Publisher represents and warrants that:
Advertiser represents and warrants that:
This Agreement shall commence on the Effective Date and continue in full force and effect for a period of one (1) year unless earlier terminated as set forth in this Clause or by mutual written agreement between the parties ("Term").
Either party may terminate this Agreement for any reason or no reason, upon providing thirty (30) days written notice to the other party. In the event of termination under this clause, all obligations and rights under this Agreement shall cease upon the expiration of the notice period. If either party commits a material breach of any provision of this Agreement, the non-breaching party may, upon written notice, terminate this Agreement effective immediately from the date of notice, unless the breach is cured within said period. A breach shall be considered "material" if it substantially affects the core intent of this Agreement.
The Advertiser reserves the right to pause any particular Ad campaign with a prior intimation to the Publisher of at least forty-eight (48) hours. Publishers agrees to pause the ad campaign as per the prior intimation by the Advertiser.
Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, bankrupt, goes into liquidation, receivership, or makes an assignment for the benefit of creditors. Upon termination or expiration of this Agreement for any reason, all rights and obligations of the parties shall cease, except those provisions that by their nature are intended to survive termination, such as but not limited to confidentiality, intellectual property rights, and indemnification provisions. In the event of termination, the parties shall work together in good faith to ensure an orderly and smooth transition of any ongoing services, obligations, or responsibilities to mitigate any negative impact on either party.
During the course of this Agreement, both parties may disclose certain Confidential Information to each other. Both parties agree to treat all Confidential Information received from the other party with the utmost care and confidentiality. Each party shall not disclose, reproduce, distribute, or use any Confidential Information for any purpose other than as expressly required to fulfil their obligations under this Agreement. The obligations of confidentiality shall not apply to any information that: (a) is already in the public domain or subsequently enters the public domain through no fault of the receiving party; (b) is rightfully received by the receiving party from a third party without any obligation of confidentiality; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; (d) is required to be disclosed by law, regulation, court order, or government agency, provided that the receiving party provides prompt written notice to the disclosing party to allow them to seek a protective order. Each party shall take reasonable measures to protect the confidentiality of the other party's Confidential Information. These measures shall at least be equal to the precautions the party takes to protect its own proprietary information of a similar nature. The obligations of confidentiality under this clause shall survive the termination or expiration of this Agreement for a period of two (2) years. The parties acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. In the event of a breach or threatened breach of this Confidentiality Clause, the disclosing party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
Throughout the duration of the Agreement and for a period of six (6) months following the expiration or termination of said Agreement, regardless of the reason, the Publisher hereby agrees to abstain from directly or indirectly enticing any advertiser, agent, or clients of the Advertiser to engage in similar business interactions with the Publisher or advising any advertisers, agents, or clients of Advertiser to withdraw, curtail, or terminate their business connections with Advertiser. Publisher agrees to refrain from revealing, either directly or indirectly, the names or addresses of Advertiser's advertisers, agents, or clients to any other individual, partnership, corporation, or association. Further, Publisher shall not engage in any activity that involves enticing any employee, agent, former employee, or former agent of Advertiser to cease its association with them or hiring such individuals for any capacity or business. Publisher agrees to refrain from making any derogatory statements about Advertiser, its members, principals, officers, directors, shareholders, employees, or agents to any person, company, corporation, or other business entity. These provision does not apply in cases where the Publisher has a pre-existing business relationship with the aforementioned Advertiser's advertisers, agents, or clients.
The Creative Material provided by the Advertiser under this Agreement is provided "as is" with no warranties, whether expressed or implied. Neither the Advertiser, its employees, affiliates, nor the copyright holders provide any explicit or implicit representations or warranties, including but not limited to warranties of merchantability or fitness for a specific purpose non-infringement, or course of performance. Furthermore, there is no assurance that the Creative Material will not violate any third-party patents, copyrights, trademarks, or other rights.
There is no guarantee, either by the Advertiser or any other party, that the capacity or usefulness embedded within the Creative Material will meet the requirements of the Publisher, or that the operation of the Creative Material will be continuous or free from errors. The Publisher is responsible for all choices and risks linked to the election of the Creative Material to achieve the Publisher's intended outcomes, as well as for the installation, use, and results obtained from it.
Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its affiliates, officers, directors, employees, agents, successors, and assigns, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with any third-party claims resulting from the Indemnifying Party's breach of any representation & warranty mentioned on the Agreement, breach of any obligations or terms under this Agreement or violation of any applicable laws.
In no event shall either party be liable to the other for any consequential, indirect, incidental, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of business, loss of data, or interruption of business, arising out of or in connection with this Agreement, even if the party has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of the Advertiser for any and all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount paid by the Advertiser to the Publisher under this Agreement during the immediately preceding month from the event giving rise to the claim. The limitations set forth in this clause shall not apply to liability arising from a party's breach of its obligations under the Confidentiality Clause or the Indemnification Clause, or to claims for bodily injury, death, or damage to tangible property caused by the gross negligence or wilful misconduct of a party.
All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in and to any materials, content, designs, software, technology, or other creations developed, provided, or used under this Agreement shall remain the property of their respective owners. Nothing in this Agreement shall be construed as a transfer, assignment, or grant of any ownership rights in the intellectual property, except as expressly provided herein.
Both parties shall adhere to applicable data protection and privacy laws and regulations in connection with the collection, processing, and storage of any personal data exchanged under this Agreement. Each party shall implement reasonable security measures to protect the confidentiality and integrity of such personal data. The parties shall not disclose or transfer personal data to third parties without obtaining appropriate consents or ensuring legal grounds. In the event of a data breach, the affected party shall promptly notify the other party and take necessary actions to mitigate the impact and prevent future breaches. The parties agree to cooperate in fulfilling data subject rights and regulatory obligations. This clause shall survive the termination or expiration of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of India. Any legal actions or proceedings arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of New Delhi. Both parties hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.
Any dispute or claim arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall take place in New Delhi. The decision of the arbitrator(s) shall be final and binding on both parties. The language of the arbitration shall be English.
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.