1. ORDERS FOR ADVERTISEMENTS: These Standard Terms and Conditions together with an Insertion Order (“”IO””, as defined below) and the Technical Instructions set out in the Annex hereto, govern the terms under which ClickDistrict may place advertisements on the ClickDistrict network. All orders or other requests for advertising from Advertiser or an advertising agency or agent on Advertiser’s behalf must be made using the Insertion Order which is included, or in such other form as may be agreed between the parties (“”IO””). All IOs in whatever form are governed by these Conditions. No other terms or conditions, made in connection with IOs or howsoever otherwise arising shall be binding on ClickDistrict. These Standard Terms and Conditions (including the Annex), together with all IOs submitted by Advertiser from time to time, constitute the entire agreement between ClickDistrict and Advertiser. No other conditions or terms of any sort appearing in any writings, payments, or other communications to ClickDistrict made in connection with such orders will alter or supplement this Agreement. If the person placing the IO is an advertising agency or other agent acting on Advertiser’s behalf, such person confirms that it has full authority to bind its principal to these Terms and Conditions and both agent and Advertiser agree to be jointly and severally liable for all responsibilities of Advertiser stated herein, in particular the payment obligations set out in section 5 below.
2. MATERIAL SPECIFICATIONS: All advertising submissions (“”Content””) by Advertiser to ClickDistrict hereunder must comply with specifications located at www.clickdistrict.com (as may be modified by ClickDistrict from time to time), the Technical Instructions set out in the Annex hereto, or other requirements provided in writing to Advertiser by ClickDistrict. Time is of the essence in Advertiser providing Content to ClickDistrict. Failing to meet applicable time requirements or applicable specifications may delay or prevent placement of the Content on the ClickDistrict network, and is a breach of the Agreement. For the avoidance of doubt, if Content is delivered which is not in compliance with the specifications and Technical Instructions referred to above, ClickDistrict reserves the right not to place the Content on the ClickDistrict network or to postpone such placement. All requests regarding position of Content on the ClickDistrict network, other than those set forth in the IO, will be filled at ClickDistrict’s discretion. ClickDistrict may label any advertisement as an “”advertisement”” for clarification purposes.
3. CANCELLATION: If Advertiser cancels an Order during a campaign the Advertiser will still be liable for 100% of the respective Total Fees. Where the Advertiser cancels an Order within two weeks of the start of a campaign the Advertiser will be liable for 25% of the Total Fees. However, Advertiser will pay ClickDistrict the Total Fees set forth in all outstanding IOs if ClickDistrict terminates this Agreement due to Advertiser’s uncured breach.
4. RESPONSIBILITY FOR ADVERTISEMENTS: Advertiser represents and warrants to ClickDistrict that it is fully authorized to publish, and authorizes ClickDistrict to publish on its behalf, Content (including, without limitation, all text, graphics, URLs, and sites to which URLs are linked), and that all Content complies with all applicable laws and regulations. Advertiser will indemnify and hold ClickDistrict harmless from and against any and all loss, liability, and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of the Content, including without limitation claims for defamation, violation of rights of publicity, privacy, intellectual property, or a breach by Advertiser of any representation, warranty, condition, or obligation to be performed. Notwithstanding the foregoing ClickDistrict may in its sole discretion refuse to publish any Content that it believes is obscene, defamatory or unethical. In such circumstances the Advertiser shall redeliver amended Content but shall not have the right to terminate this Agreement or the respective IO, unless in accordance with Section 3 above.
5. COMMITMENT; PAYMENT TERMS: Advertiser will pay ClickDistrict the Total Fees set forth in each IO within 14 days (unless otherwise agreed in an IO) after the date of each ClickDistrict invoice as consideration for placement of the Content on the ClickDistrict network. Overdue amounts shall accrue interest at the rate of 1% per month until paid, or the legal maximum, whichever is less. ClickDistrict may remove any Content from the ClickDistrict network, and cancel any IO, if Advertiser is in default of its payment obligations. The Advertiser shall pay a fee to ClickDistrict, as mentioned above, specified per action (click, lead, conversion, delivered impressions etc.). Invoicing shall be based upon the numbers as obtained from the ClickDistrict system and reports. The amount of response and/or page views in a ClickDistrict signed IO is a maximum and in no way a guarantee. If ClickDistrict should fail to supply numbers such as the amount of views or users from the ClickDistrict network, such failure shall not constitute a breach of the terms of this Agreement by ClickDistrict
6. COUNTS; THIRD PARTY SERVINGS; MAKE GOODS: ClickDistrict counts instances of Content being delivered based on ad requests, and ClickDistrict will issue tracking reports on that basis. ClickDistrict reserves the right to refuse ad buys which must be served from third party’s servers. If ClickDistrict fails to deliver the agreed upon number of ad requests during the agreed upon period pursuant to any attached IO, Advertiser’s sole remedy for such failure will be an extension of this Agreement until the agreed upon number of responses (or other ad requests as the parties may agree) are provided. Where an Advertiser does not deliver the Content within 30 days after the end date set out in an IO, ClickDistrict shall invoice and the Advertiser shall pay the Total Fees set out in the respective IO without any obligation to serve the relevant Content. In case of CPC campaigns, ClickDistrict reserves the right to over deliver up to 3% per month of the total Content set out in an IO, where such over delivery is calculated based on ClickDistrict’s numbers and reports.
7. DISCLAIMERS; LIMITATIONS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CLICKDISTRICT AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF CLICKDISTRICT PURSUANT TO THIS AGREEMENT ARE PROVIDED “”AS IS”” AND WITH ALL DEFECTS, AND CLICKDISTRICT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED. EXCEPT PURSUANT TO INDEMNITY PROVISIONS OF SECTION 4 OR A BREACH OF SECTION 9, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION). CLICKDISTRICT WILL NOT BE LIABLE TO ADVERTISER FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID TO CLICKDISTRICT HEREUNDER.
9. CONFIDENTIAL INFORMATION. Information that is disclosed by one party to the other party, and that is marked “”confidential””, or which under the circumstances ought reasonably to be treated as confidential information (including this Agreement), will be treated as confidential by the receiving party. The receiving party will not disclose to a third party such information, or use such information other than for the purposes for which it was provided, without the written consent of the other party; this limitation will apply for a period of one year after disclosure of such confidential information. The foregoing limitations do not apply to the extent such information: (a) is or subsequently becomes publicly available other than through a breach of these limitations; (b) is already known to the receiving party at the time of disclosure; (c) is developed by the receiving party independent of such information; or (d) is rightfully received from a third party without restrictions on disclosure or use.
10. MISCELLANEOUS. Advertiser may not issue any press release or make any public announcement(s) relating to this Agreement or the relationship established by this Agreement without the express prior written consent of ClickDistrict. However, ClickDistrict may make informational references to advertising and Advertiser’s participation therein in press releases without obtaining Advertiser’s consent. This Agreement shall be construed and controlled by the laws of the Netherlands. Advertiser hereby irrevocably consents to the personal jurisdiction of, and exclusive venue for any legal proceeding commenced by or on behalf of Advertiser in the state and federal courts sitting in Amsterdam, The Netherlands. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. Advertiser may not assign, sub-license, transfer, encumber or otherwise dispose of this Agreement without ClickDistrict’s prior written approval. Any attempted assignment, sub-license, transfer, encumbrance or other disposal without such consent shall be void and shall constitute a material default and breach of this Agreement. Except as otherwise provided, this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement does not constitute an offer by ClickDistrict and it shall not be effective until signed by both parties. This Section and Sections 4, 5, and 9 shall survive termination, along with any other provisions that might reasonably be deemed to survive such termination.