Mobavenue Advertising Services Agreement

This Agreement is a legally binding contract between you and Mobavenue for the Services. You are an individual accessing or using the services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an "ORGANIZATION"), then you are agreeing to this agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this agreement. References to "you", "your", “Advertiser” or "Customer" in this Agreement will refer to both the individual using the Services and to any such Organization.

Mobavenue reserves the right to modify this Agreement from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on this website. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. If you do not accept the changes to this Agreement, you must stop using the Services. Your continued use of the Services following any changes to this Agreement will constitute your acceptance of those changes. Any such changes will not apply to any dispute between you and Mobavenue arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. We also reserve the right, in our sole discretion, to modify or discontinue any part or all of the Services at any time, for any or no reason, with or without notice.

Mobavenue and Advertiser are hereinafter collectively referred to as “Parties” and individually as “Party”.

  • Services

    Mobavenue will serve as an advertising and marketing partner to the Advertiser and will distribute their Ads across its various publishing network (“Services”). Parties shall execute from time-to-time Insertion Orders (“IO”) with Mobavenue subject to the terms contained under this Agreement for performance of the Services. As applicable, each IO shall form part of this Agreement and shall be subject to the terms and conditions contained herein and will specify, unless the Parties agree otherwise: (i) the type(s) and amount(s) of deliverables, (ii) the price(s) for such deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any third party ad server. In addition Annexure A of the Agreement contains the other details of the scope of work. Parties acknowledge that this Agreement, except to the extent specifically amended, shall apply to all IO’s executed between the Parties during the term of the Agreement notwithstanding whether or not the IO makes a reference to this Agreement. Any changes to this Agreement or an IO once executed shall be made in writing and signed by both Parties.

  • Representation and Warranty:

    • Each Party represents and warrants to the other that: (i) it is a duly incorporated, validly existing and organized under the applicable laws and has full authority to carry on its business and enter into and carry out the terms of this Agreement; (ii) this Agreement constitutes a legal, valid and binding agreement, enforceable against it in accordance with its terms ; (iii) it shall comply with all applicable laws in performing its obligations under this Agreement and the applicable IO including all applicable privacy and data protection laws; (iv) it has obtained all necessary licenses, third party consents and corporate and other authorizations and approvals required for the execution and delivery of this Agreement and (v) the execution, delivery and performance of this Agreement shall not conflict with or result in a breach of any other agreement to which it is a party.

    • Advertiser warrants that the content or subject matter of any advertisement or advertising materials (a) shall not contain content that is, illegal, obscene, defamatory, libelous, slanderous, hate-related, promoting violence or contain any other material, products or services which is illegal; or (b) violate of any third-party rights.

    • There are no implied conditions or warranties. Except as expressly set forth herein, the parties hereby specifically disclaim any representations, endorsements, guaranties, or warranties, express or implied, related to the services including, but not limited to, the implied warranty of merchantability, title or fitness for a particular purpose.

  • Confidentiality:

    Each Party shall maintain as confidential all non-public information received, whether in written, oral, visual, electronic format or by other means, from the other Party that is identified as confidential at the time of disclosure or where such information by its nature is deemed confidential (“Confidential Information”) and such information shall only be used in furtherance of performance of the respective obligations of the Parties under this Agreement and subsequent IO(s). Confidential Information shall not include information that is independently developed by recipient or is in public knowledge or is already in the possession of the recipient or is received by receiving Party from a third party. Each Party shall, whenever the other Party so requests, return to the requesting Party all documents and other records or copies of the confidential information or any of it in any form and whether or not such document or other record was itself provided by the requesting Party, and will erase or destroy all confidential information held on computer or computer media and will certify in writing to the requesting Party within ten (10) days of receipt of such request that this has been done. If receiving Party is required to disclose Confidential Information due to a legal requirement such as judicial or other governmental order or is required to be disclosed under any law or relevant regulation, it shall provide prompt notice of the same to disclosing Party (to the extent legally permissible) and restrict the disclosure only to the extent it is legally required to disclose. Confidentiality obligation shall survive for a period of two (2) years after the expiry of this Agreement and subsequent IO(s) that may have been entered into by the Parties from time to time. Each Party shall comply with the applicable export and import laws and regulations.

  • Term and Termination:

    • This Agreement shall come into effect on the Effective Date and, subject to clauses (2) below, shall continue in force for a term of twelve (12) months (“Term”), unless extended by the written agreement of both Parties.

    • Either Party may terminate this Agreement/IO with a thirty (30) day notice, if the other materially breaches this Agreement/IO and fails to cure the same within the said thirty (30) days.

    • Parties may also terminate an IO executed hereunder for convenience by giving a forty-eight (48) hour notice to the other Party.

    • Regardless of the nature of termination Advertiser shall pay Mobavenue for all Ads served up till the effective termination under the respective IO or all IOs in case of termination of the Agreement itself.

  • Payment:

    Billing shall be done by Mobavenue on a monthly basis and subject to the terms set out in Annexure A. All invoices will be based on Mobavenue's reporting unless otherwise agreed by the Parties. Payment will be made within thirty (30) days from the date of receipt of the invoice. Any dispute on the invoice shall be raised within a period of five (5) working days, failing which the invoice shall be deemed accepted. Invoices will be sent to the Advertiser’s billing address as set forth on the IO and will include information reasonably specified by Advertiser, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. A 2% per month (pro-rated for part thereof) interest on late payments may be levied at Mobavenue’s discretion from the due date of payment of invoices by the Advertiser.

  • Taxes: As specified in the IO.

  • Each Party grants only the licenses and rights specified in this Agreement and the applicable IOs. No other licenses or rights (including licenses or rights under patents) are granted either directly, by implication, or otherwise. Each Party shall retain ownership of its respective pre-existing intellectual property rights. Excluding advertising materials provided by Advertiser, Mobavenue shall own and retain all right, title and interest in any materials and content it creates for the performance of the Services pursuant to this Agreement. Advertiser agrees that it shall not at any time assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property or other proprietary right belonging to Mobavenue hereunder.

  • The Parties agree to comply with all applicable data privacy laws and in the instance any personal data of EU based users will be shared between the Parties, the Parties shall comply with the data privacy rider as available at https://www.mobavenue.com/gdpr-rider/. Further, where the parties are proposing to share or obtain any Personal Information of a US based consumers as envisaged under CCPA (as such terms are defined under CCPA), the parties agree to comply with the requirements of CCPA and terms of https://www.mobavenue.com/ccpa-rider/ . In addition, Advertiser shall also comply with Mobavenue’s Privacy Policy (“Policies”) as provided in https://www.mobavenue.com/privacy-policy/.

  • Indemnity:

    Each Party will defend, indemnify, and hold harmless the other Party and each of its affiliates and representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a third party and resulting from (i) any breach of the representations or warranties made by such Party under this Agreement; (ii) any breach of its confidentiality obligations set out under this Agreement; (iii) any fraud, gross negligence or wilful misconduct of either Party; (iv) any breach of any applicable laws (including data privacy and data security laws); or (v) any breach of any third party intellectual property right arising out of any material provided or shared by one Party to the other under this Agreement. This is subject to the party seeking indemnity gives prompt notice and sole control of defense to the indemnifying Party.

  • Limitation of Liability:

    Except for any breach of a Party’s confidentiality obligations or a Party’s indemnification obligations hereunder or in case of a Party’s willful misconduct, gross negligence and/or fraud, neither Party shall be liable to the other Party for any indirect, incidental, punitive, special or consequential damages, including without limitation, loss of profits, arising out of, or in connection with the Agreement, whether or not such Party was advised of the possibility of such damage and whether based in breach of contract, tort, or any other theory at law or in equity. Except in case of (a) breach of representation and warranties under clause 2, confidentiality obligations under clause 3 or data privacy laws under clause 8; (b) indemnity obligations under clause 9 and/or; (c) a Party’s willful misconduct, gross negligence and/or fraud and to the extent permitted by applicable law, the total aggregate liability of either Party for any and all claims under or in connection with the Agreement shall not exceed the actual direct damages up to the amount paid by Advertiser under the Agreement for twelve (12) months preceding such a claim.

  • Notice:

    Except as specifically provided in this Agreement, any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one business day after deposit with a transmission via fax (in each case, with confirmation of receipt) or transmission via email (with “CONTRACTUAL NOTICE” in the subject line), or (iii) three (3) calendar days after being mailed by standard mail to the address of the Party to whom the same is directed as set forth below:

    If to Advertiser: At the address communicated in writing to Mobavenue.

    If to Mobavenue:
    Address: As provided in the first page
    ATTN: Tejas Rathod
    Email: t@mobavenue.com

    Copy to: legal@mobavenue.com

  • Dispute Resolution and Governing Law:

    This Agreement shall be governed by laws of England and Wales. Disputes arising out of this Agreement shall be first referred to the senior executives of each Party for an amicable solution. If the dispute is not resolved within a period of thirty (30) days, the same may be referred to the exclusive jurisdiction of the courts of London.

  • Severability & Assignment:

    In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Except in connection with a merger, acquisition, reincorporation, or transfer of a Party’s assets, neither Party may transfer or assign or permit the assumption of this Agreement or its rights or obligations under this Agreement without the prior written consent of the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties, its successors and assigns.

  • Entire Agreement:

    This Agreement and each IO (including the Terms) will constitute the entire agreement of the Parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. Each IO may be executed by electronic signature and exchanged by email in scanned or pdf format.

  • Counterparts, Facsimile:

    The Agreement may be executed and delivered in counterparts, each of which shall be deemed an original, or by facsimile or other electronic copies, such as delivery by email in the PDF format. The Parties agree that such facsimile or electronic execution and delivery shall have the same force and effect as delivery of an original document with original signatures.

  • No Agency, Partnership etc.

    • This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, employer-employee or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

    • Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

  • Force Majeure

    • Neither Party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond that Party’s control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, pandemics or epidemics, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such circumstances, the defaulting Party shall be excused for a period equal to the time of the delay caused thereby.

    • In case there is a delay of more than thirty (30) days on account of such unforeseen circumstances or event beyond control of Either Party, then either Party will be entitled to terminate this Agreement/IO.