Definitions and Interpretation
Client – Means a user that signs up for an advertiser profile, an “Client”
Banner – Means any ad promoting the products and/or services of the Client, which will (to the extent possible or desired) be personalized by the Real Buzz Media Technology for each user.
Real Buzz Media Account – Means the creation of one or more user accounts on the Real Buzz Media platform, including Orderlytics.
Real Buzz Media Network – Means a network of publishers, ad networks and ad exchanges that Real Buzz Media uses for the display of Banners.
Real Buzz Media Technology – Means technology that allows Real Buzz Media to target and re/target users (based on their behavior) and display to them Banners.
Dynamic Ads – Means the ability to show personalized ads populated by data and images pulled from the Client’s website or provided to Real Buzz Media by the Client in a data feed.
Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to Real Buzz Media for inclusion in the Banners.
Real Buzz Media Platform – Means the Real Buzz Media website and all the tools and capabilities the Client has access to including, creating, launching, monitoring, pausing and stopping a campaign.
Insertion Order – Means each service ordered by the Client (that was not launched by the Client themselves using the Real Buzz Media Platform) indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition
Setting up the Service
The Client acknowledges and accepts the technical requirements and the specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the Real Buzz Media Technology. These technical specifications include all of the following operations: i) including the tags supplied by Real Buzz Media on the Client’s website; ii) supplying Real Buzz Media with the catalog files of the Client’s products and services (if applicable) for Real Buzz Media to include in the Banners iii) supplying Real Buzz Media with the Client’s logos for the Banners if Real Buzz Media is involved in helping create the Banners. In case of delay in these operations due to the Client, Real Buzz Media does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the Real Buzz Media Technology.
Display of the Banners
The Client acknowledges and accepts that the Banners are displayed on websites (accessible on any support) in accordance with the results of the Real Buzz Media Technology and that Real Buzz Media has an absolute discretion as to where (and how often) the Banners will be displayed within the Real Buzz Media Network and that the Banners can be displayed next to direct or indirect competitors’ Banners. Real Buzz Media reserves the right to make changes to the Real Buzz Media Technology without notice or compensation to the Client and or for any reason to cease the display of the Banners. Real Buzz Media uses best efforts not to display Banners on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies Real Buzz Media in writing that the Banners are being displayed on such website, Real Buzz Media will promptly remove the Banners.
Client Adjustments, Measurements and Performance
Real Buzz Media measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement. Through an online interface, Client may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48 hours. To access these measurements, Real Buzz Media grants the Client access to the Real Buzz Media Platform. The Client chooses its password and ID that are personal and confidential. The Client is responsible for the use and storage of its password and ID. Any loss or involuntary disclosure must be immediately notified in writing to Real Buzz Media. The Real Buzz Media Platform provides the Client with a great deal of transparency and control into making adjustments to their account and campaigns. Unless the Client enters into a Managed Service agreement with Real Buzz Media where Real Buzz Media is granted Client account and campaign control, any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client’s regular bill and/or invoice from Real Buzz Media.
Invoicing and Payment
Setting up an Account with Real Buzz Media is free of charge. Real Buzz Media has no required minimum spend for use of the Real Buzz Media Technology (more advanced products such as Real Buzz Media Dynamic Ads may come with additional costs and minimums which are outlined on Real Buzz Media’s pricing. All charges and invoices will be based on Real Buzz Media’s measurements and tracking and not based upon those of Client or any other party. Should a Client pause a campaign or choose to close their account with Real Buzz Media, the client may request a refund of any funds sitting in their account that remains after the campaign is paused. Requests for such funds must be made within 90 days of the pausing or closing of an account with Real Buzz Media to be eligible for refund. Real Buzz Media will credit or refund any amounts remaining on deposit if Client has met all commitments under this Agreement including complete payment for all Services. For Clients that have signed an IO with Real Buzz Media, Real Buzz Media shall send the Client a monthly invoice reflecting the amount owed by the Client to Real Buzz Media. The Client acknowledges and accepts that Real Buzz Media does not guarantee the budget set up in the Insertion Order will be reached. The Client shall pay the amounts set out in the invoices within 30 days of the date of the invoice. All payments to Real Buzz Media shall be made in United States Dollars and are quoted exclusive of any value added tax which shall be payable at the time and in the manner required by law. Real Buzz Media shall be entitled to charge interest on overdue amounts, from the due date up to the date of actual payment, at the annual rate of 10% above the base lending rate from time to time of Wells Fargo & Co., whether before or after any judgment. Any claim on the invoice can only be raised within one month of receipt.
Orderlytics Account Deletion
Orderlytics accounts will remain active and will incur monthly and usage service charges until the account owner initiates account cancellation through the account deletion process located on the Orderlytics Account Profile page.
Neither Party shall acquire any intellectual property right as a result of the Banner display on the supports and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. Real Buzz Media is sole owner of the data collected from the Banner as a result of its Technology. The Client acknowledges that Real Buzz Media has the right to use and disclose data derived from Client’s use of the Real Buzz Media Service (i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users, (ii) to operate, manage, test, maintain and enhance the Real Buzz Media Service, Real Buzz Media Technology and other Real Buzz Media products, programs and/or services, and (iii) if required by court order or law. For the whole duration of the Agreement, the Client grants Real Buzz Media a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Banners (i) on all supports of the Real Buzz Media Network, (ii) on all documentation promoting the Real Buzz Media service. Real Buzz Media shall seek prior authorization from the Client for any press release.
Real Buzz Media gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the Real Buzz Media Technology, the Real Buzz Media Network or any service provided under this Agreement. The Client warrants and represents to Real Buzz Media that: (i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content of the Banner to Real Buzz Media for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply; (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the banner is displayed; (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client shall defend, indemnify, and hold Real Buzz Media harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.
Real Buzz Media shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. Real Buzz Media shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of Real Buzz Media including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, Real Buzz Media’s liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.
Term and Termination
This Agreement shall apply as from the date of the creation of an Real Buzz Media Account and shall expire i) upon the cancellation of the Clients Real Buzz Media account either at the clients request or by Real Buzz Media ii) on the date on which the total amount which the Client will pay to Real Buzz Media for the Real Buzz Media Technology as stated in an Insertion Order is exhausted. The Client may terminate the agreement with immediate effect by written notice to Real Buzz Media: (i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. Real Buzz Media reserves the right to terminate the agreement with immediate effect at any time and for any reason. Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.
Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.
The Client shall not without Real Buzz Media’s prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.
This User Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of laws principles.
1. This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
2. The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
3. This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
4. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall no effect the other provisions of this agreement which shall remain in full force an effect.
5. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.
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