This terms and conditions (Agreement) govern the relationship between a company looking to buy inventory (Advertiser) for advertisement of its products or services, or advertisement of a third party’s product or services, and Tango Digital Agency (Company) who will provide such inventory for advertisement purposes. Advertiser and Company are deemed each a Party in this agreement and collectively the Parties. Capitalized terms shall have the meaning defined in this paragraph. Ads are any multimedia content issued by Advertiser to Company for Company to be delivered to internet users as advertisement.
1 – AD PLACEMENT
Advertiser acknowledges that Ad placement is subject to automatic distribution by the Platform.
2 – PRICE AND PAYMENT TERMS
Charges are solely based on Company’s measurements for the Service, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Company. Nothing in this Agreement may obligate Company to extend credit to any party.
Payments are due upon receipt of the Invoice and payable within 30 days.
In the event that Advertiser wants to be invoiced on a currency different than the one originally agreed between Advertiser and Company then the cost incurred during a calendar month will be invoiced the first working day of the next calendar month using the exchange rate of the immediately preceding working day according to Bloomberg exchange rate (or such other generally recognized exchange rate as may be selected by Company in its sole discretion).
3 – TAXES
Advertiser shall pay all taxes (including sales tax), customs, levies, tariffs, duties or other charges, domestic or foreign imposed by any federal, state, or local tax authority in connection with Advertiser’s participation in the Service. Any taxes paid by Company as applicable, shall be fully reimbursed by Advertiser. Company shall only be responsible for its own income and capital gains taxes.
4 – TERMINATION
Either party may terminate this Agreement at any time, for any reason, by giving a 48 hour notice to the other party, unless a shorter termination notice is agreed to in writing by the parties. Company may suspend provision of the Service and/or terminate this Agreement in whole or in part immediately, without further responsibility to Advertiser, with written notice, upon any breach of this Agreement by Advertiser.
Upon termination: (i) each party shall immediately cease any action or representation that would suggest any continuing relationship between the Parties regarding the Service; (ii) the provisions in Sections 7, 9 and 12; along with any pending payment obligations and this sentence shall survive and continue in full force and effect.
5 – REPRESENTATIONS BY ADVERTISER
Advertiser represents that: (i) all of the information provided by Advertiser to Company in order to register for the Service, is correct and up to date; (ii) it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein; (iii) nothing contained in this Agreement, or required by Advertiser’s performance hereunder, will place Advertiser in breach of any other contract or agreement to which it is bound or violate any applicable law; and (iv) it has proper authorizations to use the names and graphic designs contained in the Ads as well as to the Internet domain names (URL) included in the Ads and listings; (v) it holds and hereby grants Company all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in the materials needed for Company to provide the Service (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of the Materials) in connection with this Agreement. Advertiser will provide Company in a timely manner all the necessary materials needed for Company to provide Service.
6 – PROHIBITED USES
Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Company advertising related information from any Company website or property except as expressly permitted by Company; (c) advertise anything illegal or engage in any illegal or fraudulent business practice.
7 – INDEMNITY
Each party agrees to indemnify and hold harmless the other party and the other party’s affiliated entities, and the employees, directors, agents and representatives of the foregoing, from and against the full amount of all claims, losses, expenses, judgments and liabilities, including attorney fees (as well as an allocable portion of in-house attorney fees, if any) and court costs, that any of the foregoing entities or individuals may incur or suffer as the result of or otherwise relating to any decision, action or omission on the part of the other party which is the result of bad faith, breach of any express provision of this Agreement, or negligence by such other party or resulting from use of such party’s products or services, and any claim of false or deceptive advertising resulting from the use by such other party of the indemnified party’s marks granted hereunder in advertising or promotional materials of such other party.
8 – DATA
Advertiser shall accurately identify the cookies it places for itself and its clients and partners in the HTML of the advertisements it displays through the Service; and will remove cookies identified by Company from the HTML of any advertisement it serves through the Service following Company’s request.
9 – LIMITATION OF LIABILITY
Except as expressly set forth in this Agreement, Company does not make, and specifically disclaims, any representations or warranties, whether express, implied, or statutory, including without limitation, warranties of merchantability and fitness for a particular purpose, and/or non-infringement regarding the Ads and other material provided hereunder, and services contemplated by this Agreement. Any information, products, and services provided to Advertiser under this Agreement are provided “as-is” without warranty of title, non-infringement, or that the service will be uninterrupted or error-free. Company will not be responsible under this Agreement, if Advertiser does not provide Company with the materials necessary to launch campaign in a timely manner. Company shall not be liable to Advertiser or any other third Party for any special, consequential, incidental, punitive, direct or indirect damages, losses, costs or expenses of any kind, including but not limited to lost or imputed profits, arising out of this Agreement or its termination, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether Company has been advised of the possibility of such damages, losses, costs or expenses. Advertiser waives any claims it may have regarding the enforceability of this section or an argument according to which these exclusions deprive it of an adequate remedy. Company shall not be responsible for disruption of the Service due to natural disasters (e.g. lightning earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain permissions of national authorities despite the Party’s best efforts; explosion and fires; embargoes, strikes, and labor disputes, and governmental decrees. Advertiser acknowledges that in any event, Company’s aggregate liability to Advertiser under this Agreement, is limited to (i) in the event or an error or omission in the publication of Ads in any Publisher’s inventory, the reimbursement of the Ad or listing made subject to error or omission, or (ii) in the case the Service is interrupted due to technical difficulties or other reasons Company’s responsibility shall be limited to an extension of the Term of this Agreement until the Service, as agreed between the Parties, has been rendered complete and. If Company determines that it has made a mistake or it is ultimately responsible to Advertiser, Company shall also have the right to cure.
10 – NO WARRANTY OR GUARANTEE
(i) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT REGARDING THE ADS AND OTHER MATERIAL PROVIDED HEREUNDER, AND SERVICES CONTEMPLATED BY THIS AGREEMENT. ANY INFORMATION, PRODUCTS, SERVICES AND SOFTWARE PROVIDED TO ADVERTISER UNDER THIS AGREEMENT ARE PROVIDED “AS-IS” WITHOUT WARRANTY. (ii) Company makes no guarantee regarding the level of impressions of or clicks on any ad(s), the timing of delivery of such impressions and/or clicks, or the amount of the results to be expected under this Agreement.
11 – INTELLECTUAL PROPERTY
Each Party shall own and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, ad code, know-how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future in connection with the Service and in any and all data, statistical information or other traffic analysis while performing the Service. Except as otherwise set forth herein, nothing in the Agreement shall be deemed to grant to one Party any right, title or interest in or to the other Party’s trademarks or brand features. Any use of the other party’s trademarks or brand features shall inure to the benefit of the owner, including any goodwill associated therewith. At no time shall one party challenge or assist others in challenging the trademarks or brand features of the other party or the registration thereof by the other party, nor shall either party attempt to register any trademark, brand feature, or domain name that is confusingly similar to those of the other party.
Advertiser hereby grants Company a limited, non-exclusive license to use Advertiser’s intellectual property in connection with presentations, marketing materials, customer lists, promotional activity, financial reports and web site listings of customers.
12 – CONFIDENTIALITY
This Agreement and any correspondence or other communication conducted in connection therewith shall be treated as confidential. Advertiser shall not make any public announcement regarding this Agreement without written authorization by Company. The terms of this Agreement (including the pricing terms), and the information and data that one party (“Receiving Party”) has received or will receive from the other party (“Disclosing Party”) about the Service and other matters are proprietary and confidential information including without limitation any information that is marked as “confidential” or should reasonably be understood to be confidential or proprietary to the Disclosing Party. Receiving Party agrees not disclose the Confidential Information to any third party, nor use the Confidential Information for any purpose not permitted under this Agreement. The above-referenced nondisclosure obligations shall not apply to information that Receiving Party can document is generally available to the public (other than through breach of this Agreement) or was already lawfully in Receiving Party’s possession at the time of receipt of the information from the Disclosing Party. Notwithstanding the foregoing, Receiving Party may disclose confidential information in response to a valid order by a court or other governmental body, as otherwise required by law or as necessary to establish the rights of either party under this Agreement, so long as prior to such disclosure, Receiving Party provides Disclosing Party with sufficient notice to permit Disclosing Party the opportunity to seek a protective order, and in the absence of a protective order, Receiving Party uses reasonable efforts to seek confidential treatment for the disclosed Confidential Information, and discloses only that portion of the Confidential Information that its counsel advises is legally required to be disclosed.
13 – NOTIFICATIONS
All notices, demands and other communications provided for or permitted under this Agreement will be made in writing to the addresses and contacts agreed between the Parties in writing and will be sent by registered or certified first-class mail, return receipt requested, email (delivery receipt requested), facsimile, courier or overnight service or personal delivery and will be deemed received upon delivery, or, in the case of email, upon receipt of a delivery receipt. For notifications sent by postal, courier or personal delivery, an e-mail copy of such notification should be sent at the same time the non-electronic notification is issued.
14 – GENERAL TERMS
This Agreement (i) shall be governed by, and shall be construed in accordance with, the laws of Uruguay without giving effect to its conflict of law principles. The Parties consent to the exclusive jurisdiction of the competent courts of Montevideo, Uruguay.; (ii) sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. The terms of this Agreement shall not be amended, altered or changed except by a further writing signed by the parties hereto. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect; (iii) Advertiser shall not assign this Agreement without the prior written consent of Company; and (IV) in the event of any conflict between the above terms and any translation of this Agreement, the terms of this English-language version shall control.