Advertiser Terms and Conditions
PLEASE CAREFULLY READ THE FOLLOWING SUPERSONIC’s ADVERTISER TERMS & CONDITIONS (THE “TERMS & CONDITIONS”) BEFORE USING SUPERSONICS SERVICES. BY CLICKING THE “I ACCEPT” BUTTON YOU (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT YOU DULY REPRESENT) ARE ACCEPTING AND AGREEING TO BE UNCONDITIONALLY BOUND BY THE TERMS & CONDITIONS AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE SUPERSONIC SERVICES SHALL ALSO CONSTITUTE ASSENT TO THE FOREGOING. THE SUPERSONIC SERVICES IS ONLY AVAILABLE TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD OR TO COMPANIES THAT ARE DULY INCORPORATED AND ARE LEGALLY PERMITTED TO CONDUCT BUSINESS, IF YOU DO NOT COMPLY WITH THE FOREGOING REQUIREMENTS AND/OR DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THE TERMS & CONDITIONS, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND CEASE ALL USE OF THE SUPERSONIC SERVICES.
Supersonic Advertiser Terms & Conditions
The Terms & Conditions shall exclusively govern the relationship between SupersonicAds Ltd or any its affiliates (as determined by Supersonic at the set out process of the advertiser account) (“Supersonic”) and the advertiser enrolling/using Supersonic Service (as defined below) (the “Advertiser”) regarding the use of Supersonic Service. This Agreement shall be deemed effective upon the first use of Supersonic Service by the Advertiser. Supersonic and Advertiser are sometimes collectively referred to in this Agreement as the “Parties”.
1. IAB STANDARD TERMS & CONDITIONS
The Terms & Conditions set forth herein incorporate by reference the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, published by the Interactive Advertising Bureau and by the American association of Advertising Agencies (“4A’S) (the “IAB Terms & Conditions”). Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the IAB Terms & Conditions. In any event of clear inconsistency or conflict with the IAB Terms & Conditions, the terms of this Agreement shall prevail.
2.1 “Advertisement” means an advertisement and/or interactive advertisement that contains certain advertising content.
2.2 “Supersonic Service” means the provision of media inventory and the delivery and display of Advertisement campaigns in such Site using Supersonic’s advertisement platform.
2.3 “Qualified Transaction” means with respect to an Advertisement delivered by Supersonic, the completion by the User of certain requirements set forth in such Advertisement such as, for example purposes only, viewing an advertising video, installing an APP or purchasing a product.
2.4 “User(s)” means a user of a Site(s).
All payments shall be made against digital invoice to be issued by Supersonic. Advertiser shall be responsible and shall bear any and all charges made by its bank with respect to transfer of payments to Supersonic.
Each party shall be responsible for paying all local, state, federal or foreign taxes, duties or levies, due in relation to amounts collected by it, and each party shall be responsible for the payment of any income taxes attributable to the payments received by such party pursuant to this Agreement. The amounts payable under this Agreement are exclusive of sales taxes, VAT or similar duties, which the recipient may be required by law to collect and the paying party will be solely responsible for.
Notwithstanding anything to the contrary in Section IX (c) of the IAB Terms & Conditions, Advertiser acknowledges that Site(s) have a defined policy and judgment regarding the kind of content and advertisement that may be presented in such Site(s), and therefore Supersonic hereby retains the right, at its sole and exclusive discretion, and for any reason, to decline, reject or remove any Advertising Materials submitted to Supersonic by the Advertiser, from time to time, even if it was already placed in a certain Site(s). Provided however that Supersonic’s right shall be limited to the removal of the entire Advertisement from the applicable Site.
6. Fraud Claims.
Notwithstanding anything to the contrary in the IAB Terms & Conditions, Advertiser shall not be required to pay Supersonic for Qualified Transactions created by one of the following: (i) by using automated vehicles that simulate actual users, such as robots or scripts; (ii) by using fake or stolen credit cards; or (iii) using IP and locations based fraud (collectively “Fraud Transactions”). In addition, and as a condition for nonpayment of applicable fees due for a Fraud Transaction, the Advertiser shall provide Supersonic with a written notification within 24 hours as of the discovery of a Fraud Transaction. Notwithstanding the foregoing, Fraud Transactions that occurred during a certain month can be reported not later than the fifth of the following month. No refund shall be received for late report of Fraud Transactions. Other than for timely reported Fraud Transactions the Advertiser shall be invoiced for all other Qualified
7. Proprietary Rights
7.1. As between the Parties, Supersonic and its licensors (if any) retain all rights, title and interest, including Intellectual Property Rights in and to, any and all components of Supersonic Service, including without limitations Supersonic tracking system, advertisement platform and Supersonic’s Confidential Information and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights in and to the foregoing not expressly granted here under are reserved to Supersonic and its licensors (if any).
7.2. As between the parties, Advertiser and its licensors (if any) retain all rights, title, and interest, including Intellectual Property Rights in and to, any and all components of the Advertisements, Advertising Materials, Advertiser’s Site and Advertiser’s Confidential Information, and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights in and to the foregoing not expressly granted hereunder are reserved to Advertiser and its licensors (if any).
8. Limitation of Liability.
In addition to the limitation of liability regarding indirect damages set forth in Section XI of the IAB Terms & Conditions, the entire liability of either Party shall be limited to the amount of consideration actually paid or due to Supersonic during the twelve (12) month period immediately preceding the event giving rise to the liability. The limitation of liability set forth above shall not apply to any of the following: (i) a Party’s indemnification obligation; or (iii) or willful misconduct. This limitation of liability is applicable to the fullest extent permitted under the applicable law.
9. Compliance and Behavioral Targeting.
Without derogating from the terms of the IAB Terms & Conditions and in addition to such terms, Advertiser represents and warrants that:
9.1. The Advertisements and their content shall not contain and shall not be linked into: (i) pornography; (ii) gambling; (iii) any content that is illegal, libelous, defamatory, obscene, violent, hate-oriented, and/or promoting illegal goods and services and/or (iv) content that is associated with any third party advertisers that Supersonic requests in writing be blocked from purchasing media inventory, as provided to Advertiser by Supersonic in writing from time to time (including through email communications). Supersonic may deliver Advertiser, from time to time, updated content restriction policy that shall apply on this Agreement on a non retroactive basis.
9.2. Any collection, use or processing of personal data or personal identifiable information from Users through or in connection with the Advertisement, if allowed according to the IAB Terms & Conditions, shall be made in full compliance with applicable laws and regulations.
9.3. Each party represent and warrant that it shall comply with Google, Apple and Facebook guidelines, as may be amended from time to time, regarding the use of advertising IDs (e.g. IDFA, Android’s advertising ID and App User IDs) of end users of mobile applications.
Notwithstanding anything to the contrary in the IAB Terms & Conditions, a Party may not assign this Agreement in whole or in part without the prior written consent of the other Party; such consent shall not be unreasonably withheld. Notwithstanding the above, such consent shall not be required, in connection with any merger, consolidation, reorganization or restructuring, or the sale of substantially all of a Party’s assets as long as such successor or assignee of this Agreement agrees in writing to be bound by this Agreement. Any assignment in violation of this provision shall be deemed null and void.
11. Governing Law.
If any dispute arising in connection with the performance of this Agreement shall not be amicably resolved, such dispute shall be solely and finally settled as follows: (i) Disputes with Advertisers incorporated in US – shall be governed by and be construed according to the laws of the State of California, without regard to the conflict of laws provisions thereto and shall be exclusively resolved in the competent court in Santa Clara County. Each Party hereby irrevocably waives, to the fullest lawful extent, all right to trial by jury in any proceeding relating to this Agreement, the notes or the transactions they contemplate; (ii) Disputes with Advertisers incorporated in EU – shall be governed by and be construed according to the laws of England and Wales, without reference to conflict of laws principles and shall be exclusively resolved in the competent court of London; or (iii) Disputes with Advertisers not incorporated in US or EU-shall be governed by and be construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereto and shall be exclusively resolved in the competent court of Tel-Aviv – Jaffa district. Notwithstanding the foregoing, either Party will at all times have the right to commence proceedings in any other court of its choice with the appropriate jurisdiction for interim injunctive relief.
These Terms & Condition shall replace any former Terms & Conditions signed or approved by the Advertiser with respect to the subject matter hereof . Supersonic reserves the right to modify and/or change any of the terms and conditions of this Agreement, at any time at its discretion, and such changes will become effective only upon publication in Supersonic’s website. By continuing to use of the Supersonic Service after Supersonic has posted a revised Agreement, Advertiser agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to Advertiser, Advertiser’s only recourse is to cease using the Supersonic Service.
Last Revision Date: June 2nd, 2015.