GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF ONLINE ADVERTISING SERVICES
The following General Terms and Conditions for the provision of Advertising Services (hereinafter the “General Terms”) define the terms and conditions upon which the Private Company under the name “CODEFUNNELS PRIVATE COMPANY” having its business registered address in Greece (Stadiou str. Platani/Patras, 26504, ACHAIA, GREECE) (hereinafter the “Company”), provides the Advertising Services described to herein (hereinafter the “Advertising Services”) to Advertisers, pursuant to an Advertising Insertion Order (hereinafter the ‘IO’) by either the Advertiser or its Advertising Agency acting on the Advertiser’s behalf. These General Terms apply to any IO, that has been accepted by the Company in accordance with these General Terms and constitute an integral and the same part with the IOs.
I. DEFINITIONS – INTERPRETATIONS
1. In addition to any other definition provided herein the following definitions also apply:
Ad Server: Shall mean the required hardware and/or software for the programming, hosting and publishing, as well as for the counting of the advertising campaigns on the Internet whether follows in the Media category (1st party) or client’s category (2nd party).
Advertiser: The person or entity that his products/ service are the subject matter of the Advertising Campaigns for which the Company provides its Advertising Services.
Advertising Campaign: The provision of particular Advertising Services for a specific period and for a particular advertising good/ service of the Advertiser, as agreed in the IO.
Advertisement: The advertising goods/ services that are subject to Advertising Services, along with the Creative Work (content, logos, text banners and banners, photos, landing pages, videos, key words, template email etc).
Advertising Program: The Advertising Material, the Advertiser’s website, as defined herein and the description of the advertising goods/ services that are the subject matter of the advertising campaigns including also the Specific Terms and conditions that may be set by the Advertiser.
Advertising Material: All graphics, content, logos, photographs, available banners, text links, widgets, RSS Feeds, key words, template email etc comprising the advertisements.
Advertising Services: All Services provided by the Company in accordance with these present General Terms and the terms agreed in the IO and are defined in Section II below.
Website: The Advertiser’s website or any other website that the Client will notify to the Company, where the visitors/users will end up as a result of the Company’s Advertising Service in order to conclude the pre agreed action.
Media (Digital Channel): Google’s website, (Google Search) all associated to Google websites where Google markets the Advertisements (Google Display Network), email, mobile websites (Mobile Network), websites of our Associates, and other digital media such as Bing, Yahoo, Baidu Yandex, AppNexus, Facebook, Linkedin, Youtube, CODEFUNNELS P.C. Premium Network and CODEFUNNELS P.C. Network, Affiliates websites, Retargeting Network as well as other local or international websites (International Network) where the advertisements are posted.
Client: Either the Advertiser or the Advertising Agency that agrees the IO with the Company for each advertising campaign.
Associates: Any third party that either the Company or Clients are associated with in any way and may include managers, agents, employees, directors, consultants, external associates etc.
Pre agreed Action: The conclusion of a specific action made by the visitor/user, as a result of the provided Advertising Services, such as his visit on the Advertiser’s website after clicking on the Advertisements posted, impressions, leads, purchase, or any other action that the visitor/ user my conduct such as the filling up of an order form, his registration on the Advertiser’s website or the newsletter provided by him etc. The Pre- Agreed Actions are specified in the Specific terms of each Advertising Program. The Pre – Agreed Action will be the bases up which the cost of each Campaign and the Company’s remuneration is calculated. Indicative Pre- Agreed actions are the followings: Cost per Click (CPC), Cost per Lead (CPL), Cost per Action (CPA), Cost per Registration, and Cost per Download.
Affiliates: Person, entity or organization that belong to the Company’s Affiliate Network and own or operate a digital Media such as website, blog, forum or uses or operates third parties websites, including social media, and redirect visitors/users to the Advertiser’s website through his Affiliate/ Marketing Program (banners, text links, Pay per Click [PPC] Campaigns).
Affiliate/Marketing Program: All marketing actions undertaken by the Affiliates in order to provide Affiliate Marketing Services.
CODEFUNNELS P.C. Network: The Company’s Affiliate Network through which the Company provides its Affiliate Marketing Services and comprises from the Affiliates and their digital Media.
CODEFUNNELS P.C. Premium Network: Websites of third Parties that belong to the Company’s Affiliate Network.
II. THE ADVERTISING SERVICES
1. Performance Campaigns: The Company undertakes the posting and placement of the Advertisements in several digital channels associated with the Company, aiming at the maximization of the pre-agreed actions related to the advertising campaigns. More precisely the Company posts and places the advertisements such as banners, text ads, or text in more than one digital channel at the same time in order to achieve the maximum results. The Advertisements are posted and placed in relation to the targeted audience that has been defined before the beginning of the Advertising Campaign. Performance Services are offered in the following digital channels: Facebook, mobile network, Google search, Google display network, Linkedin, International network, retargeting network, YouTube, CODEFUNNELS P.C. Network. The pre agreed actions are agreed in the IO. The visitor knows nothing about the digital channels through which the Company provides the Performance Campaigns.
2. Performance Audit: The Company provides audit services in relation to the Advertiser’s website and also provides consultation services in relation to the improvement of the website in order to maximize the pre agreed action of its visitors and maximize the sale of the advertising goods/ services.
3. Retargeting Campaigns: Retargeting is an advertising service provided by the Company offering the Advertiser with the opportunity to aim at the visitors of his website in the future. This service is based on cookies placed on the visitors’ browser during his visit on the website. The Company sends targeted advertisements to the visitors after they visit the website, according to their preferences during his browsing in the Advertiser’s website. The Company does not monitor visitor’s personal data. The providers with whom the Company co-operates “read’ the visitors’ preferences and serve then with relative advertisements. Retargeting Services are provided to the following digital media: Facebook, Google Display Network, and International Networks.
4. Facebook Ads: The Company undertakes to post advertisements in the form of text along with photographs and videos, either in specific advertising placements or in the news page on the Facebook. The advertisements are posted taken under consideration the targeted audience, as will be defined before the campaign.
5. Linkedin Ads: The Company undertakes to post advertisements in the form of text along with photographs and videos, either in specific advertising placements or in the news page on the Linkedin. The advertisements are posted taken under consideration the targeted audience, as will be defined before the campaign.
6. Mobile Ads: The Company undertakes to post and place advertisements in the form of text or banners in specific advertising placements in mobile applications or mobile websites. The advertisements are posted and placed taken under consideration the targeted audience, as will be defined before the campaign. Mobile Ads are provided in the following Media: CODEFUNNELS P.C. Mobile Network, Google Mobile Network, Facebook Mobile, CODEFUNNELS P.C. International Mobile Network.
7. CODEFUNNELS P.C. Network (Affiliate Marketing): The Company undertakes the promotion of the advertising campaigns in the Media (Affiliates) that are registered in the Company’s Affiliate Network (CODEFUNNELS P.C. Network). With the Affiliate Marketing, visitors are directed by the Affiliates to the Advertiser’s website, as a result of the Affiliate Program used by the Affiliates for each Campaign.
8. Search Engine Optimization (SEO): The Company provides analysis and auditing services for the Advertiser’s website. More precisely the Company assesses and analyzes the philosophy and content of the website and provides consultancy services in relation to any further actions and or omissions the Advertiser has to undertake in order the key words he provides to work in the search engines and therefore his website to be more “friendly’ in the search engines. Additionally the Company provides consultation in relation to marketing actions that lead to link building. The Company also undertakes to train the Advertiser’s staff in the use of SEO services.
9. Search Engine Marketing (SEM): The Company undertakes the posting and placement of advertisements in specific advertising placements in Google’s website, or other Search Engines and advertising networks such as Bing, Yahoo, Baidu and Yandex or other properties under the ownership of Google (ie. Youtube, Blogger) or in associated with Google Media. The advertisements are posted taken under consideration the Key words with which they are connected and are used by the users in the search engines, or within the said website.
10. Creative: The Company undertakes the creation of the advertising material, as defined herein, as well as the assessment and use of the advertising material in cases this is provided by the Client.
11. Email Marketing: The Company undertakes the promotion of the Advertisements through email marketing. The Company gathers and designs the Advertiser’s needs and operates and sends emails on behalf of the Advertiser.
12. Google Analytics: The Company undertakes the analysis, assessment, and follows up of the web analytics and train the Advertiser in the use of web analytics for their website. It also advises for any further actions for the enrichment of the monitoring of the web analytics. In cases the Company undertakes the web analytics service for a new website, the service includes the building up of the analytics.
13. Listening Services: Monitor and analyze online conversations based on predefined by the Advertiser keywords from across the Internet (Social media, websites, forum).
14. Print Media Advertising:Develope and Execute the media plan on print publishers
III. TERMS AND CONDITIONS FOR THE PROVISION OF THE SERVICES
1. ADVERTISING INSERTION ORDER (IO)
1.1 The Insertion Order (IO): In an IO, both Company and the Client agree upon the specific terms for each Advertising Campaign, namely the advertising good/ service, the advertising services to be provided by the Company, the duration of each campaign, and (depending on the Campaign) the pre agreed actions, the inventory to be delivered (impressions, clicks, actions etc), the final cost of the Campaign and any other specific term associated with each Campaign (ie. the Specific Terms in the Advertising Programs for the provision of the Affiliate Marketing Services).
1.2 Acceptance of the IO: A duly authorized person on behalf of the Client has to sign the IO (and also place the corporate stamp on it) and send it either by fax or email to the Company (offer). The Company consider to have impliedly accept the IO if proceeds with the posting and placement of a first advertisement in the Media.
1.3 The Client acknowledges and accepts that if the IO that has been sent to the Company as per above, does not contain the right signatures and/ or stamps or contains none them, in case and the Company proceeds with the posting and placement of the first advertisement in the agreed Media or proceeds with any agreed advertising service, the IO and these present General Terms deemed to be accepted by the Company and the Client has all obligations and rights derive from those, since the IO will constitute in those case the Agreement between the Parties.
1.4 It is thereby agreed that it is upon the Company’s and/or the Media’s discretion the acceptance of the IO. In these present General Terms there is a reference to cases that the IO is not acceptable by the Company.
2. CANCELATION – AMENDMENT OF THE IO
2.1 Cancelation of the IO by the Company: The Company explicitly commits to take all due care and diligence and use best efforts to provide the advertising services properly and in due time and in accordance with the specifications and requirements of each campaign as agreed in the Advertising Insertion Orders. If a booked advertisement is not published at all due to reasons attributable to inability of the Company and not due to Client’s fault, it is hereby agreed that the Company will supply an alternative publication date. If the Client chooses not to accept this alternative date, the original booking as well as the IO will be cancelled at no cost for the Company, which will have to refund the amount already paid by the Client for the cancelled booking, as the Client’s sole remedy.
2.2 Cancelation of the IO before the Campaign: If the Client wishes, for any reason, to cancel the Advertising Order IO before the commencement date of the said advertising campaign, must notify the Company at no delay and in writing about the cancellation at least two (2) working days, before the agreed in the IO commencement date of the said campaign. If the Client fails to notify the Company as per above, is obliged to pay the Company for any advertising service provided by the Company, as well as to compensate the Company for any damage that the latter has incur due to late notification of the cancelation of the IO as agreed to herein. The Client acknowledges that for the calculation of the said costs and/or damages, any discounts will have to be set again in accordance to the cost rates as apply at that time.
2.3 Cancelation of IO during the Campaign. If the Client for any reason wishes during the Campaign to cancel part or the whole Adverting Order (IO), must notify the Company at no delay and in writing and bares all related costs to any advertising service that has been provided by the Company as well as any damage that the Company has incurred due to cancellation of the IO as per above. The Client acknowledges that for the calculation of the said costs and/or damages, any discounts will have to be set again in accordance to the cost rates as apply at that time.
2.4 The Client acknowledges and agrees that the Company needs at least two (2) working days to cancel the advertising Campaign in the Media. Therefore the Client is obliged to compensate the Company until the date the Campaign is cancelled and not till the date the written notice is sent to the Company according to the provisions of clause 2.2 and 2.3 above.
2.5 Amendment of the IO during the Campaign: If the Client for any reason wishes during the Campaign to amend part or the whole Adverting Order (ie. wishes to add or stop a particular Advertising Service), must notify the Company in writing about the proposed amendments. The Company will send a new IO to the Client that will include all the proposed by the Client amendments and related costs (offer). It is thereby agreed that the new IO is deemed to be accepted by the Client and binding upon the Parties if the Client makes no objection to it within two (2) days after the new IO has been sent to him.
3.1 Advertising Placements: Unless otherwise agreed in the IO, the placement of the advertisements in the Media will be decided solely by the Company, upon its discretion or the Media’s discretion.
3.2 Change of the advertisements’ placement: If the Client wishes a change of the placement of a said advertisement, must give written notice to the Company of at least two (2) working days before the Campaign’s starting date. Failure to provide such prior notice means that the advertisements’ placement as agreed in the IO, will prevail. Any requested change of advertisements placements will be decided at Company’s sole discretion.
3.3 It is thereby agreed that in cases where the size, placement, or any other feature of the advertisements are not specified in an IO, the Company will decide upon its sole discretion.
4. ADVERTISING CAMPAIGNS’ RESULTS
4.1 All the statistics results from the advertising campaigns collected and calculated by the Company consider to be the only valid results that will be used by the Company in order to set the Pre- agreed Actions and the related amount (commission) that has to be paid in relation to such action. The Client has the right to compare those results with any results he has collected and notify the Company in writing (either via email at [email protected] ) following the procedures agreed in clause 7 herein below.
5. COMPANY’S RIGHTS AND OBLIGATIONS
5.1 The duration of the IO, which constitutes the agreement between the parties for the provision of the advertising services, is agreed in the IO (duration of the Campaign). The Company save as expressly agreed to herein or imposed by applicable laws, has the right to deny a Campaign or terminate a Campaign temporarily or permanently at no cost for the Company and at its sole discretion in cases where (a) the Client and in any case the Advertiser does not comply with this present General Terms, the applicable laws related to the advertising services and the advertisement of the advertising goods/ services, the specific terms of the Advertising Programs, with the provisions of clause 6 below herein, as well as the advertising terms provided by the Media, (b) the Company terminates for any reason its co-operation with the Media agreed in the IO, (c) the Client does not pay the Company, (d) the termination is obligatory by law, (e) where either the Company and/ or the Client has gone bankrupt or a petition in bankruptcy has been filed against it or has gone to liquidation and the likes or has changed its ownership status, (f) the Act of God last for more than one (1) month.
5.2 In the above cases the Company at its sole discretion may either terminate the Campaign immediately or after failure of the Client to remedy any breach within the time limits the Company may have set.
5.3 In case of a said termination the Client is obliged to pay the Company any amount due for services that the Company has provided before the termination date.
5.4 After the termination of a Campaign any license that has been given from one Party to the other cease to be valid and each Party has to destroy any copies of the confidential information of the other Party, whereas the Company will delete from its Platforms any information related to the Advertising Programs.
5.5 Any renewal of the IOs is upon the Company’s discretion and availability and in no way will the Company be bound previous IOs with the same Client and the terms agreed in those previous ones.
5.6 The Company has the right to provide the same and similar advertising services to other Clients that may be a said Client’s competitor. Additionally it is hereby acknowledged by the Clients that the Media may place advertisements of their competitors during the Campaign.
6. CLIENT’S RIGHTS AND OBLIGATIONS
6.1 Client must provide Company with all the advertising material that is needed and has been agreed between them in the IO, in due time and in accordance with the technical and other requirements and specifications of the Media as laid down in the present agreement and in the Advertising Insertion Orders. Client is in any case the sole responsible for the soundness if his creative material and in case this does not comply with the requested technical requirements, Company has no obligation to provide the agreed Services and has the right to deny its Advertising Services. It is hereby agreed that the Client is obliged in such case to indemnify the Company for any remuneration paid to the Media until the receipt of correct advertising material.
6.2 Save as otherwise agreed in the General Terms and/or the IO, Client, in cases he provides the advertising material, has to send it to the Company at least 48 hours before the starting date of the Campaign.
6.3 Where the Client uses a 3d party ad-server to serve advertisements, this has to be compatible with the Server used by the Company and/or the Media as agreed in the IO. The Client is the sole responsible for the functioning and inspection of the results and has to notify the Company for any discrepancies. In case there is a technical problem, Client has to communicate with the Company within 24 hours from the time the problem occurs.
6.4 For Affiliate Marketing Services it is hereby agreed that the Client has the right to reject an Affiliate’s subscription to his Advertising program, for any reason, provided that he notifies the Company in writing at [email protected] about his intention at least seven (7) working days before the Affiliate’s termination, whereas the effects will take place on the 8th day from such notification.
6.5 However, as an exception to clause 6.4 above, the Client has the right to terminate an Affiliate’s subscription to his advertising program immediately and with no prior notice in cases the Affiliate has committed an unfair practice, or has been in breach of any of the specific terms of the said advertising program. At these cases the Client has to notify the Company in writing about the reasons of such termination at [email protected]
6.6 The Advertising material as well as the advertising goods/ services shall in no way contain anything that is or considered to be misleading, offensive, defamatory, false, unethical or obscene and it will not violate any third party’s intellectual property or other rights.
6.7 The Client warrants and represents that the advertisements and the advertising material that are provided by him comply with all laws, codes and regulations that apply for the advertising goods/ services as well as in the advertising services. The Client hereby warrants and guarantees that the Advertiser has obtained all required licenses in order to legally operate and has taken all legal measures to trade, provide and advertise the advertising goods/ services within the territory of the advertising campaign targeted markets.
6.8 The Client, in cases he provides the advertising material has to obtain all necessary licenses in order to create the adverting material and he is and remains the sole liable to indemnify the Company and the Media in cases the use of the advertising material braches any third person’s intellectual property and/or other rights.
6.9 In any case the Client warrants and guarantees that the advertising material provided by him does not breach any third person rights of any kind.
6.10 The Client warrants and represents that he is solely responsible for any legal liability arising out of or relating to this present agreement and hereby agrees to indemnify, defend and hold harmless the Company, Media and their officers, directors, agents, publishers, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings including but limited to libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, Fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertisements and the advertising material, arising out of any material breach by the Client and in any case the Advertiser of any duty, representation or warranty under any agreement with the Company.
6.11 The Client is the sole responsible for the due payment to the Company for the provided services according to the terms of the IOs. In cases where a third party (other than then Client) will be invoiced, Client hereby warrants, guarantees and represents that he has full legal power and legal authority from the invoicing party to sign the IO with the terms contained therein and also that he acts as a guarantor on the invoicing party’s behalf and therefore he will be the sole liable to pay any amount due to Company in cases where the invoicing party does not pay for the provided services.
6.12 In cases where the Client cannot meet his obligation under these General terms and Conditions and the IO, due to any act of God, he must notify the Company for any such reason within 15 days from the date the Act commenced. It is hereby acknowledged and agreed that any delays of the suppliers or any other third parties with whom the Client co-operates for the purposes of this present Agreement, do not constitute any Act of God. Additionally any delays of payment or non-payment by the Advertiser to his Agency (who is in turn the contracting party of the IO), does not constitute any act of god for the purposes of this present clause.
6.13 The Client warrants and represents that:
6.13.1 Is the owner or is licensed to use the advertisements and the advertising material and any Creative he provides to the Company;
6.13.2 The advertisements and the advertising material contained therein as well as the advertising goods/ services (a) do not violate any law or regulation governing false or deceptive advertising; (b) do not contain any misrepresentations or content that is defamatory or violates any rights of privacy or publicity; (c) do not contain any child pornography or link to such content or link to software piracy or link to any form of illegal activity (i.e., how to build a bomb, hacking, etc nor do they contain any gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm, any content promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal); (d) do not and will not infringe any copyright, trademark, patent or other proprietary right; (e) comply with all applicable law and regulations, Codes of Ethics and fair Practices applicable in the advertising market and the trade, provision and advertising of the advertising goods/ services; (f) comply with the Advertising Policy adopted by the Media, as described in their web properties and may be amended from time to time.
6.13.3 He will obtain all required licenses to create the advertisements, and he is the sole responsible for any necessary contract in order to create the advertisements and explicitly guarantees with the present agreement that the advertising material does not violate any third party’s intellectual property and other rights.
6.13.4 That he has full legal power and authority to enter into this present Agreement and to the IO and that he will comply with all applicable laws related to the provision of advertising services, protection of consumers, e-commerce, data protection, trade and provision of advertising goods and services.
6.13.6 He has full legal power and authority to sign the IO with the terms contained therein.
6.13.7 Is the sole responsible and agrees to indemnify the Company and /or the Media and or their Associates in cases they incur any loss as a result of any breach of the above warranty on behalf of the Client and any case the Advertiser.
6.16 The Advertiser is the sole responsible for any liability incurred as a result for any illegal material, content provided in his website.
7. INVOICING – TERMS OF PAYMENT
7.1 Invoicing will be based upon recorded delivery of the Agreed Actions on the Company’s Server as defined in the IO or on the Media’s Server, depending on the server used by the Company in each case. For CPM Campaigns in case of a discrepancy of more than 5% between the Company’s/Media Ad Server and those of the 3rd party, any such discrepancy will be covered with extra impressions by the Media (make good).
7.2 It is thereby agreed that any discounts agreed in the IO refer to a particular advertising good/ service and to a specific campaign and do not apply to any other good/ service of the same Advertiser/ Client, or for the same advertising good/ service that are the subject matter of another Campaign, unless the parties have agreed to otherwise.
7.3 All invoices will be sent at the end of the Campaign or at the end of each month, or at the end of distinctive parts of the Campaigns and in any case as agreed in the IO. The Company will send to the Client until the 5th day of each month an email with the analysis of the provided services and the pre-agreed actions of the previous month and the invoicing amount. The Client should within eight (8) days from the receipt of the said email compare the report with his statics and claims any discrepancies. In cases the Client does not bring to the Company’s attention in writing any objections to the sent invoice, within the time limits set above, it is deemed that the advertising services have been provided as agreed in the IO and in due time and therefore the services and the invoicing amount are unconditionally accepted by the Client. In case the Client has provided objections to the invoice as per above, then the invoice should not contain those actions for which there is a conflict till the Parties reach an agreement no latest than 30 days. In cases where the dispute has not been solved within this 30 days, those actions are considered valid and will be subject of the invoice the Company will send next month to the Client.
7.4 In cases the Client is due in his payment, an interest rate will be calculated.
7.5 The Client consents to the receipt of electronic invoices from the Company.
7.6 The Client will have to pay the outstanding amount within thirty (30) days from the date of issue, unless otherwise agreed in the IO.
7.7 Statistics: The Company will inform the Client in relation to the status of the Campaign according to tools the Company uses. It is acknowledged by the Client that all reports that contain statistics may not include any statistics resulted within the last 48 hours since they do not contain real time information and the report with the statistics will be sent by the Company to the Client within two days from the date the Client applied for this matter.
8. LIMITATION OF LIABILITY
8.1 Save as expressly agreed to herein, in no event will the Company and /or the Media be responsible to the Client and in any case the Advertiser in contract, tort, negligence or otherwise for loss of profits, business, contracts, revenues, goodwill, production and anticipating savings or any indirect, consequential, special or economic loss of any kind as a result of:
8.1.1 Any faults, omissions, technical problems and malfunctioning attributed to the Media, Internet Service Providers or delays in the transmission or storage of the advertisements and or creative.
8.1.2 Any delay and/ or failure on behalf of the Company to provide its services due to force majeure cases which include governmental banning of the agreed services, termination of the Company’s co-operation with the Media.
8.1.3 Any Media’s termination of its provided services.
8.1.4 Termination of the Campaign as provided herein
8.1.5 Any Media’s deny to host the advertisement
8.2 Company does not give any guaranty in relation to a) the properness of the advertising campaigns and or the Media’ s policy in relation to each campaign’ s aims and goals, b) for the properness of the Affiliate Programs and the agreed services since the Client may proceed to other advertising activities aloe that may not be proper for the set goals as agreed between the Parties.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Any designs, banners, and any other works created by the Company for the provision of the agreed in the IO advertising services (except form the advertising material -content, graphics, etc- that may be provided by the Clients and belong to them) constitute the intellectual property of the Company upon which the Company has all intellectual Property Rights.
9.2 It is thereby agreed that the Client (and in any case the Advertiser) by signing each IO grants the Company with a non-exclusive, royalty-free, right and license to use, reproduce, perform, display all Advertisements and related information regarding the advertising goods/ services (trade-names, logos etc) only during the term of the Campaign and for the sole purpose of the provision of the agreed advertising services within the territory of the advertising campaign targeted markets.
9.3 It is hereby agreed that the Company has the right to use all statistics results that can infer from each campaign, for his sole business and promotional purposes.
9.4 The Company grants the Client the right to use any advertising material that has been created by the Company during the provision of the agreed services, free of any right of a third party. At the end of each campaign and given that the Client has fully paid the Company the agreed sum, the Company transfers all rights to the advertising material created by the latter for the Client’s needs, to the Client.
9.5 The Client and in any case the Advertiser gives his consent to the Company to include in the Company’s client list the name of the Advertiser as well as in the Company’s website and any other advertising material or make any reference to the Advertiser and his Campaign.
10. EMAIL CAMPAIGNS AND PERSONAL DATA
10.1. It is thereby agreed that in relation to the Email Campaigns undertaken by the Company as a service, the Company is acting as a processor of any personal data collected as a result of the provided service, on behalf and on the name of the Advertiser, whereas the Advertiser is and remains the data controller, therefore the rights and obligations of either the Company and/or the Advertiser are those described in the applicable to the personal data laws and other legal opinions, regulations and codes imposed by the Personal Data Authorities.
10.2. The same applies in relation to any personal data given by the Client to the Company in order the latter to provide the services agreed to in the IO.
11. CONFIDENTIALITY CLAUSE
11.1 It is hereby acknowledged and agreed that during the course of this Agreement the parties come across and become aware of other party’s confidential information, know-how, trade secrets that constitute the other party’s intellectual property rights as well as Media’s intellectual property rights (web services, contracts with third parties, product plans etc).
11.2 Any data, knowledge, or other information received, obtained or developed by the other party in performing this Agreement is the property of that party or Media and will be treated by the other party as confidential and proprietary information. Both parties agree that they shall not, at all times (both during the term of this agreement and after its termination), use any such confidential information, other than strictly for the purpose of this Agreement and shall not disclose any such confidential information to any third party without the prior written consent of the other party.
11.3 To the extent necessary to implement the provisions of this Agreement (but not further or otherwise) parties may disclose the confidential information to any customers or perspective customers, to any relevant governmental or other authority or regulatory body and to any of its representative necessary to know in order to perform its obligations under this Agreement, provided that before any such disclosure the parties shall make those representatives aware of its obligations of confidentiality under this Agreement and shall, by using its best endeavours, obtain a binding undertaking as to confidentiality from all such persons.
11.4 A party’s Confidential Information shall not be deemed to include information that a) is or becomes publicly known other than through any act or omission of the receiving party, b) was in the other party’s lawful possession before the disclosure; c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; d) was already known to them before disclosure to the other party in virtue of the current agreement from another source which as is known to the parties has no commitment before them; e) is independently developed by the receiving party, which independent development can be shown by written evidence; or f) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12. ENTIRE AGREEMENT – AMENDMENTS
12.1 The General Terms and Conditions together with the accepted by the Client IO as agreed to herein, constitute the full and whole expression of the agreement of the parties and supersede any other agreement, obligation, contract, written or oral between the parties.
12.2 The Company reserves the right at its sole discretion to amend the General Terms and Conditions including cases where those amendments are obligatory by applicable Laws. Any such change – amendment will be valid from the date it is posted on this website. The Client has to make regular checks of the General Terms for any amendment. The Company shall notify the Client in writing about any amendments. The Company shall continue to provide the agreed in the IO advertising services, unless the Client notifies the Company in writing that he wants to terminate the IO within two (2) working days from the date such notification has been sent to him. Failure on behalf of the Client to terminate the IO due to such amendments will be deemed as he has impliedly accepted the amendments and therefore the revised General Terms as a whole.
The failure of a Party to exercise any right or remedy under this Agreement or enforce strict performance of any right by virtue of this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any part of this Agreement by any reason becomes invalid, illegal or unenforceable to any extent, this term will not affect any other provision of this Agreement or any other Agreement between the Parties.
It agreed that the Client has no right to assign any right and/or obligation derive from this present General terms and the IO to any third party without the Company’s prior written consent. In case any such assignment takes place contrary to this provision, it is acknowledged and agreed by the Client that he remains the sole liable to the Company.
Any notice or communication (including change of addresses, phone numbers, fax numbers etc) required either by law or pursuant to this Agreement, shall be in writing, unless otherwise provided in the IO and shall be sent either by post upon a receipt, or by a certified courier, or fax, or email in the details described in the IO and shall be deemed to have been received by the other party at the next date of the date the notification has been sent in accordance to the above.
16. APPLICABLE LAW – JURISDICTION
16.1 If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.
16.2 This Agreement together with the AIO shall be governed by and construed in accordance with the Greek Laws and each party hereby irrevocably submits to the jurisdiction of the Courts of Greece. Any difference between the parties concerning the application, interpretation, invalidity of the terms of the agreement, the constitution or not of rights and obligations of the parties from the contract or from tort, is interpreted according to the Greek Laws and is under the sole jurisdiction of the Courts of Greece, to which the parties are subject willingly as of today.
16.3 In cases where there are differences between those General Terms and Conditions and the specific terms stated and agreed on the AIOs, the terms in the IOs will prevail._