ADVERTISING AGREEMENT
This Advertising Agreement (hereinafter, referred to as the “Agreement”) is concluded by and between Webadgency having an address at 30, rue Saint Denis, 92700 Colombes, France (hereinafter, referred to as the “Company”) and the legal or natural person willing to purchase ad inventory through the Website (hereinafter, referred to as the “Advertiser”) (collectively, the “Parties” and each individually a “Party”).
1. Incorporation of the Terms of Use
1.1 This Agreement incorporates the Terms of Use available at https://webadgency.com/terms-of-use.html .
1.2 In the event of any conflict between this Agreement and the Terms of Use, the terms of this Agreement shall prevail and control.
2. Bidding and delivery of advertising
2.1 The Company shall forward bidding requests submitted by Company’s affiliates (hereinafter, referred to as the “Publishers”) to the Advertiser. In response to the bidding requests, the Advertiser may send advertising bids to the Company. The Company shall forward the received advertising bids to the Publishers who submitted the bidding requests. Upon receiving such advertising bids, the Publishers will select advertising bids which best fit Publishers’ business needs (hereinafter, individually and collectively referred to as the “Winning Bids”).
2.2 Upon selecting the Winning Bids, the Publishers will deliver the advertising specified in the Winning Bids.
2.3 As a consideration for the delivery of the advertising specified in Winning Bids, the Advertiser shall pay the sum stated in the Winning Bids to the Company.
2.4 If the Advertiser would like to temporary stop the delivery of the advertising specified in the Winning Bids, the Advertiser shall inform the Company at least 48 hours before the time when the pause is to begin.
3. Reporting
3.1 The Company shall provide the Advertiser with monthly statistics regarding the delivery of the advertising specified in the Winning Bids.
4. Term and termination
4.1 This Agreement commences on the date when the Advertiser clicks on the “I Agree” button located under this Agreement (hereinafter, referred to as the “Effective Date”) and expires on the day following a period of twelve months commencing on the Effective Date. This Agreement shall be automatically renewed for successive periods of twelve months.
4.2 Either Party may terminate this Agreement at any time with or without cause by giving at least three (3) weeks’ prior written notice to the other Party.
4.3 The termination of this Agreement shall be without prejudice to the rights of either Party accrued prior to such termination.
5. Relationship of the parties
5.1 Nothing in this Agreement must be construed to create a joint venture, agency or partnership between the Parties.
6. Intellectual property
6.1 Other than as set out expressly in this Agreement, neither Party shall acquire any right, title or interest in any intellectual property belonging to the other Party or to the other Party’s licensors.
7. Notices
7.1 Any notice required to be given under this Agreement must be given in writing and must be sent to the other Party by email to the email address specified in this Section 7.1. The email address of the Company is david@webadgency.com. The email address of the Advertiser is the email address provided by the Advertiser when registering an account on the website https://webadgency.com .
8. Dispute resolution
8.1 In the event of a dispute between the Parties, either Party may call a meeting (hereinafter, referred to as the “Initial Meeting”) on providing the other Party with not less than three working days’ notice. Such Initial Meeting may be in person if convenient for both Parties otherwise shall be by way of telephone call or “Skype” or such other format as is convenient.
8.2 In the event such an Initial Meeting fails to reach a resolution, the Parties will attempt to settle the dispute by mediation. The mediator will be selected and appointed by a mutual agreement of the both Parties. The mediation will take place online and the language of the mediation will be English. The costs of any mediation shall be borne equally between the Parties. All aspects of the mediation, including any documents exchanged in relation to it, shall be confidential and on a without prejudice basis.
8.3 If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as the Parties may agree in writing, the Parties shall settle the dispute by litigation.
9. Limitation of liability
9.1 To the extent not prohibited by the applicable law, neither Party shall be liable under or in connection with this Agreement for any special, indirect or consequential loss (irrespectively of whether such loss was foreseeable, known or otherwise).
9.2 Both Parties hereby agree that the limitations and exclusions of liability set out in this Section 9 are reasonable and take into consideration the commercial value of this Agreement to both Parties and the commercial standing of both Parties.
10. Confidentiality
10.1 To the extent authorized by the law, the Parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other (hereinafter, referred to as the “Confidential Information”). Each Party will use reasonable efforts to prevent the disclosure of any of the other Party’s Confidential Information to third parties during the validity of this Agreement and for a period of three (3) years after the termination of this Agreement, provided that the recipient Party’s obligation shall not apply to information that:
10.1.1 is not disclosed in writing;
10.1.2 is not marked as confidential in writing;
10.1.3 is already in the recipient Party’s possession at the time of disclosure thereof;
10.1.4 is or later becomes part of the public domain through no fault of the recipient Party;
10.1.5 is received from a third party having no obligations of confidentiality to the disclosing Party;
10.1.6 is independently developed by the recipient Party; or
10.1.7 is required by law or regulation to be disclosed.
11. Force Majeure
11.1 Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to: terrorist attack; hacking attacks; electrical, internet, or telecommunication outage that is not caused by the obligated party; Acts of God; war; civil disorder; and industrial disputes. If such delay or failure continues for a period of at least sixty (60) days the Party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other Party.
12. Amendments of this Agreement
12.1 This Agreement may only be amended by a prior written agreement between the Parties.
13. Governing law
13.1 This Agreement shall be read, construed and take effect in accordance with the laws of the French Republic and the Parties hereto expressly agree to submit to the exclusive jurisdiction of the courts in the French Republic.
14. Waiver
14.1 A failure of a Party to enforce strictly a provision of this Agreement shall in no event be considered a waiver of any part of such provision. No waiver by a Party of any breach or default by the other Party shall operate as a waiver of any succeeding breach or other default or breach by such other Party. No waiver shall have any effect unless it is specific, irrevocable and in writing.
15. Severability
15.1 The unenforceability of any single provision of this Agreement shall not affect any other provision hereof. Where such a provision is held to be unenforceable, the Parties shall use their best endeavors to negotiate and agree upon an enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the unenforceable provision.
16. Transfer and Assignment
16.1 Each Party may assign, transfer or novate any of its rights or obligations under this Agreement only after receiving a written consent from the other Party.
17. Acceptance
17.1 By clicking on the “I Agree” button located under this Agreement, the Advertiser agrees to be bound by the terms of this Agreement.