Terms of Service – Matcherino Sponsorship Agreement
Last Revised: March 30, 2018
The following terms (the “Sponsor Agreement” or “Agreement”) set forth the terms and conditions upon which you may use the Services to advertise your products or services using the Matcherino Services. These terms are entered into by you (“Advertiser”) and Matcherino (“Company”) regarding the display and distribution of your advertisement(s) by the Company (“Advertisements” or “Ad(s)”). These terms and conditions together with any executed advertisement order (an “Advertisement Order” or “Order”) will be known as the “Agreement”. By continuing to allow the Company to display and distribute Advertisements after such modified terms and conditions have been posted, you agree to these terms and conditions as modified.
1. Definitions; Incorporation.
For terms not defined below, please reference the Matcherino Terms of Service and Matcherino Merchant Agreement. The definitions, and terms, of the Terms of Service and Merchant Agreement are incorporated here.
2. Description of Sponsor Services.
Except as otherwise provided in the Advertisement Order, the Company will display the Ad(s) beginning on the provided start date and ending on the sooner of (a) the end date or (b) the end date that the overall sum of the total cost per click charges, impression levels, advertising duration commitments, or other such limits stipulated in the applicable Advertisement Order reach the amount of advertising purchased on and by means of the Matcherino Site and Matcherino Services (these advertising services are the “Sponsor Services”). The Company will use good faith efforts to deliver the number of click-throughs, impressions, or online advertising within the time period stated, but will not be liable at all for failing to do so. The Company will display the Advertisements, text links, graphical links, or other advertising content provided or approved by Advertiser, together with the related keywords, where applicable. Advertiser is solely responsible for creating the Advertising content and Advertiser represents that it will choose keywords that do not violate any third party’s trademarks, other intellectual property rights or other rights, or in the alternative that it will obtain licenses to use any third party trademarks as keywords. Advertiser grants to the Company and members of the Company’s network the right to display, perform, transmit and promote the Advertising content and to make internal copies as necessary to perform the foregoing.
3. Advertisement Orders.
You may initiate an Advertisement Order to request the placement of an Ad using the Sponsor Services by inputting Ad information into the Sponsor Services online tool, or as otherwise agreed upon in writing by the parties. All Advertisement Orders are deemed “offers” to Company, which may be rejected by the Company for any reason or no reason, and will be deemed accepted only by written consent or actual performance by Company. Company may choose at its sole discretion to fulfill the entire Order or only part of it, provided that Company will refund to you any payments made for unfulfilled Sponsor Services. Upon mutual written consent and approval (which may occur via email), the parties may specify or make changes to the details of an advertising campaign in an Advertisement Order (e.g., changes to the placement description, creative unit, start/end dates and number of ad requests). No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such Orders, including without limitation those contained on or accompanying checks or other forms of payment, will be binding on the Company, whether in conflict with or in addition to this Agreement and such Advertisement Orders, absent Company’s specific written acknowledgment of and specific written consent to such provision.
4. Provision of Advertising Materials.
Advertiser will provide all materials for the Advertisement in accordance with the Company’s policies in effect from time to time, including (without limitation) the manner of transmission to the Company and the lead-time prior to publication of the Advertisement. The Company will not be required to publish any Advertisement that is not received in accordance with such policies. Advertiser hereby grants to the Company a non-exclusive, worldwide, fully paid license to use, reproduce and display the Advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith.
5. Right to Reject Advertisement; Positioning.
All contents of Advertisements are subject to the Company’s approval. The Company reserves the right to reject or cancel any Advertisement, insertion order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by the Company that placement of the Advertisement, URL link, etc., may subject the Company to criminal or civil liability or harm its goodwill). Positioning and placement of Advertisements on the Company’s website or affiliate websites are at the sole discretion of the Company.
6. Cancellations and Terminations.
Either party may terminate an accepted Advertisement Order on 90 days prior written notice. Should Advertiser instead request immediate removal or re-placement of an existing Ad, the Advertiser may be able do so using the Sponsor Services online tool; failing that, the Company may make a good faith attempt to accommodate Advertiser’s untimely request, provided that Company makes no guarantees of any kind regarding such requests and may, in its sole discretion, delay or decline to honor any such untimely request. In the event that the Advertiser breaches the terms of this Agreement, the Company will have the right to terminate this Agreement immediately without notice or any further liability; provided however, that payments due prior to such termination will remain payable. All notices will be through email, and will be deemed delivered upon sending.
7. Terms of Payment.
Advertiser will be billed for all orders of click-throughs, impressions, and online Advertisements to be delivered through the Sponsor Services. Company may from time-to-time require payment be made to the Company prior to delivery of any Ads. Where Advertiser fails to make mutually agreed upon payments in a timely manner, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Company in collecting such payments. The Company reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or otherwise breaches any material or non-material terms of this Agreement or any other agreement with Company.
8. Usage Statistics.
The Company makes no guarantees with respect to usage statistics, click-throughs, or levels of impressions for any Advertisement. Advertiser acknowledges that delivery statistics provided by the Company are the official, definitive measurements of the Company’s performance on any delivery obligations, and irrevocably consents to Company’s collection and sole ownership of such statistics.
Any renewal of any advertising placement or Order, and acceptance of any additional advertising, will be upon mutual agreement only, and acceptance of any additional Advertising Order will be at Company’s sole discretion. Pricing for any renewal period is subject to change by the Company from time to time prior to the commencement of such renewal period.
10. Advertiser’s Representations; Indemnification.
The Advertiser represents and warrants that it has no reason to know that the Ads–and that it will use commercially reasonable efforts to ensure the Ads do not–depict any information, graphics, or context that harms the goodwill or reputation of the Company or that disparages or brings the Company into disrepute, including, but not limited to content, sites, or links which contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials. Advertiser agrees, at its own expense, to indemnify, defend, and hold harmless the Company and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred by the Company in connection with any third-party claims, administrative proceedings or criminal investigations of any kind arising out of the content of the advertisement or any material, product or service of Advertiser to which users can link through the Advertisement (including, without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
11. Limitation of Liability.
In the event (1) The Company fails to publish an Advertisement as specified in an Order, or (2) The Company fails to deliver any expected impressions, page views, leads by the end of the specified period, or (3) of any other failure, technical or otherwise, of such Advertisements to appear as provided in an order, the sole liability of Company to you will be to a pro rata refund of the advertising fee representing undelivered impressions, page views, placement of the Advertisement at a later time in a comparable position, or extension of the term of the Advertisement order until total page views are delivered. In no event will Company be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Advertisement order or publication of the Advertisement, even if the Company has been advised of the possibility of such damages. Without limiting the foregoing, the Company will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or Illegal, labor or material shortage, transportation interruption of any kind, work slowdown, unauthorized third party access or any other condition beyond the reasonable control of the Company affecting production or delivery in any manner. Except for each party’s indemnification obligations hereunder, in no event will either party’s liability exceed the total amount paid by Advertiser hereunder.
12. No Assignment.
The Advertiser will not resell, assign, or transfer any of its rights hereunder without the prior approval of the Company.
No conditions other than those set forth in the Advertisement Order or these terms will be binding on the Company unless expressly agreed to in writing by the Company. In the event of any inconsistency between the Advertising Order and the terms of this Agreement, these terms will control.
This Agreement, together with the Advertisement Order, (1) will be governed by and construed in accordance with, the law of the State of Washington, without giving effect to principles of conflicts of law; (2) may be amended only by joint written agreement executed by an authorized representative of each party; and (3) constitute the complete and entire expression of the Agreement between the parties, and will supersede any and all other agreements, whether written or oral, between the parties. The Advertiser party will not publicly disclose the existence or content of the Advertisement Order without the Company’s written approval. Both parties irrevocably consent to the jurisdiction of the courts of King County, Washington with respect to any legal proceeding arising in connection with the Advertisement Order or these terms.