These Terms of Service (“Customer Terms”) are made
between SLON-ID INTERNATIONAL LTD
(“COMPANY”) and customer (“Customer” or “You,” either individually or you
acting on behalf of the business or organization you represent). By using the
COMPANY website or services, located at http://uamachine.com or http://obtainads.com, you agree to these terms and conditions. If you do
not agree to these terms, you may not use this site or services.
COMPANY provides online advertising creative design
services, including without limitation, creatives development, and such other
services as Customer may purchase from COMPANY (collectively, the “Services”).
COMPANY may update these Customer Terms from
time-to-time and post such updated terms on this website and service at http://uamachine.com.
Please check back at this location for notices of any updates. Your continued
use of the COMPANY Platform and/or purchase of Services from COMPANY following
the posting of such an update shall constitute acceptance of the updated
Customer Terms.
Access
to Services
Services
Ownership and Intellectual Property Rights.
a. Ownership of Work Product. As between the Parties,
Customer retains all right, title and interest in and to the Customer Content
made available to COMPANY and its Subcontractors, including the intellectual
property rights therein. Further, provided that Customer adheres to the terms
and conditions of the Agreement and upon acceptance of Creatives and complete
and full payment of all fees for the Services, then, except with respect to third
party images, footages and other stock materials (“Stock Materials”), Customer
shall be the owner of the all right, title and interest in and to all original
work in Creatives created by COMPANY or its Subcontractors, including any
modifications or derivatives made of Customer Content, and all intellectual
property rights therein (collectively the “Work Product”). COMPANY agrees to
provide reasonable assistance to Customer, at Customer’s request and expense,
to secure Customer’s rights in the Work Product, including the execution of all
applications, assignments and all other instruments necessary to secure such
rights. For the avoidance of doubt, COMPANY does not and cannot transfer
ownership of any Stock Materials incorporated into the Creatives; Stock
Materials are subject to a license as provided for in subsection (b) below.
b. Stock Materials. Customer agrees that the Work
Product created in connection with Services may contain Stock Materials.
Subject to the terms and conditions of this Agreement, COMPANY grants Customer
a perpetual, non-exclusive, worldwide, non-transferrable, royalty free license
to use the Stock Material solely as incorporated in and used with the Work
Product for an online digital advertising impression campaign, provided that such
use of the Stock Material (i) is only for online
advertising purposes and is not an editorial use; (ii) is not defamatory,
deceptive, false, misleading, or otherwise a violation of law or the rights of
any third parties; (iii) does not depict a person in a way that a reasonable
person would find offensive, unflattering or controversial (such as having a
sexually transmitted disease or engaging in criminal activity); (iv) does not
depict a person to imply the person suffers from a physical or mental infirmity;
(v) is not used as a trademark or other brand identifier or to imply any
third-party endorsement; (vi) is not in connection with advertisements for
pornography, “adult videos,” adult entertainment venues, escort services, or
the like; (vii) is not in connection with tobacco products; (viii) is not in
connection with advertisements in a political context, such as advertisements
for any party, candidate, or elected official, or in connection with any
political policy or viewpoint; (viii) is not a stand-alone use of Stock
Material apart from the Work Product; or (ix) does not falsely identify another
person as the original creator of the Stock Material.
Customer acknowledges and agrees that use of Stock
Materials outside of the foregoing license is prohibited by the Agreement, and
such unauthorized use may violate the Intellectual Property rights of the
third-party owners of the Stock Materials.
Confidentiality
Any non-public information disclosed by one Party to
the other in connection with the Agreement, whether disclosed in writing,
orally or by inspection, and which is identified in writing as being
“Confidential” or “Proprietary,” or by the nature of the circumstances
surrounding the disclosure should reasonably be treated as proprietary or confidential,
shall be deemed “Confidential Information.” To the extent a Party discloses
Confidential Information (“Disclosing Party”) hereunder to the other Party
(“Receiving Party”), the Receiving Party shall protect the secrecy of the
Confidential Information with the same degree of care as it uses to protect its
own confidential information, but in no event with less than due care, and
shall not use the Confidential Information, except as necessary for the
performance of the obligations under the Agreement. COMPANY may disclose
Confidential Information to Subcontractors and its own third party suppliers or
service providers only for purposes related to the Services and the COMPANY
Platform, and on the condition that COMPANY has entered into confidentiality agreements
with such Subcontractors or third parties that are at least as protective of
Customer’s Confidential Information as the terms of this Section. Upon request
of the Disclosing Party or upon termination of the Agreement, the Receiving
Party shall promptly destroy or return to the Disclosing Party all Confidential
Information and any copies thereof contained in or on its premises or systems
or otherwise under its control. Confidential Information does not include
information that (i) is part of the public domain;
(ii) was already known to or in the receipt of the receiving party at the time
of disclosure; (iii) was lawfully disclosed to the receiving party by a third
party not otherwise subject to confidentiality; or (iv) was independently
developed by a party without use of or reference to the other party’s
Confidential Information. The receiving party may disclose Confidential
Information pursuant to a lawful court order requesting disclosure provided,
however, that (a) the receiving party must give prompt notice to the disclosing
party, (b) allow, where practical, the disclosing party to seek protection of
such Confidential Information, and (c) the receiving party only discloses
Confidential Information that is the subject of the order. Each Party’s confidentiality
obligations hereunder shall continue for two years following termination of
this Agreement.
Representations and Warranties
Each Party represents and warrants to the other Party
that: (i) such Party has the full corporate right,
power and authority to enter into the Agreement and to perform the acts
required of it hereunder, and (ii) when executed and delivered by such Party,
an Order Form, together with these Customer Terms, will constitute a legal,
valid and binding obligation of such Party, enforceable against such Party in
accordance with its terms.
Customer further represents and warrants that the
Customer Content and Customer’s specifications and guidelines and intended use
for Creatives do not and will not infringe on third-party Intellectual Property
rights, or any other third party rights, or represent false or misleading
advertising. Customer also represents and warrants that its hardware, software,
data and systems do not contain, and will not introduce or transmit, any virus,
worm or other routine that could disable, erase or otherwise harm the COMPANY
Platform or its users.
Disclaimer of Warranties
EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, THE
SERVICES AND COMPANY PLATFORM ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF
ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Exclusion of Damages; Limitation on Liability
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, INTERRUPTION OF
BUSINESS, LOST PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IT IS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, SHALL COMPANY’S TOTAL LIABILITY
(WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) EXCEED THE
AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO COMPANY UNDER THE ORDER FORM FOR SERVICES
TO WHICH THE CLAIM OR CAUSE OF ACTION RELATES.
Indemnification
Customer shall indemnify, defend and hold harmless
COMPANY, its affiliates, and each of their officers, directors, employees,
contractors and agents from and against any and all losses, damages, liens,
fines, penalties, costs and expenses (including reasonable attorneys’ fees and
expenses) or other liabilities (“Losses”), arising out of or resulting from any
third-party causes of action, suits or claims (“Claims”) arising out of or
relating to (i) any act, error, omission, negligence,
willful misconduct, gross negligence or criminal acts of Customer; (ii) the
Customer Content or Guidelines; or (iii) failure to comply with applicable
laws, rules and regulations, whatever the form those Losses take. COMPANY shall
provide Customer with prompt notice of any Losses or Claims arising under the
Agreement and promptly tender defense of any Claims to Customer. Customer shall
not settle any Claims that would require the payment of money by COMPANY, the
admission of fault or responsibility by COMPANY or the obligation of COMPANY to
take any action or refrain from taking any action without the express written
consent of COMPANY, which COMPANY will not unreasonably withhold or delay.
COMPANY reserves the right to participate in the defense of any Claim at its
expense and with counsel of its choosing.
Termination
Either Party may terminate the Agreement, including
any pending Order Forms, upon written notice to the other Party if such other
Party commits a material breach of these Terms and such breach is not cured
within the 30-day notice period. Either party may terminate this Agreement for
convenience upon prior written notice at such time when no Services are
provided. Customer may terminate any services for convenience upon prior
written notice, provided that fees due for such services at the time of
termination remain due in full, and no pre-paid fees are refundable. Any
provisions of the Agreement which state they survive termination or by their
nature and intended purpose should survive remain in full force and survive any
termination of this Agreement.
General
SLON-ID
INTERNATIONAL LTD (Cyprus)
Address:
3 Georgiou Katsounotou, KITALLIDES BUILDING, 3rd
floor, Office 3A, Limassol
Reg.
Number 435441
Contact
information: herman@slonmedia.com