PLEASE READ THESE TERMS & CONDITIONS AND FAQ VERY CAREFULLY BEFORE REGISTERING WITH Adbrand AS AN ADVERTISER. REGISTERING WITH Adbrand AS AN ADVERTISER & OPERATING AS AN ADVERTISER ON Adbrand’S DIGITAL SIGNAGE NETWORK, CONFIRMS THAT YOU ACCEPT THESE TERMS AND CONDITIONS.

Introduction- This agreement ("Agreement") between You and Adbrand Networks Pvt Ltd, consists of the Standard Terms and Conditions ("Terms and Conditions") for Your participation in Adbrand’s Digital Signage Business as an Advertiser and as applicable, governs any rate contracts or service contracts executed by and between the parties and/or Advertiser's online management of any advertising campaigns. “Adbrand” and the “Advertiser” wherever the context so requires, shall be collectively referred to as “the Parties” and individually as “the Party”. "You" or "Advertiser" means any entity identified in the registration form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

Appointment as a Advertiser
Your appointment and authorization to operate as an Advertiser in Adbrand’s digital signage business is subject to Adbrand’s prior approval and Your continued compliance with the Terms and Conditions of this agreement. Adbrand reserves the right to refuse participation to any applicant at any time at its sole discretion. Your participation as an Advertiser represent that You agree to allow Adbrand to display Your advertisements, on the digital signage screens (kiosks) installed / present on its network.

Communications Solely With Adbrand
You agree to direct only to Adbrand and not to any of its partners or agency or premises showcasing the digital signages, any communication including, but not limited to, communications regarding Ad(s) or promotional content displayed on the digital signage screens present on Adbrand’s network, unless you have been assigned to or under a RESELLER, BUSINESS PARTNER, BUSINESS ASSOCIATE, MARKETING ASSOCIATES, etc of Adbrand.

Parties Responsibilities and Obligations

1. You will be responsible for all the Ad-Campaign information provided and the settings, such as the city / channel targeting options, the duration of the Ad campaign and other such parameters, defined by You during the campaign creation.


2. With respect to all Ad-Campaigns, You must provide Adbrand with Ad-Creative / media file / creative file during the campaign creation process for activating your campaign. When using “Tag Number” option to dispatch the Ad-Creative by CD or DVD, You are to ensure delivery of the media before the start date of the Campaign.


3. The Ad-Creative provided by You should meet the specification as indicated in the Advertiser FAQ on Adbrand’s website.


4. You understand and agree that each Ad-Campaign created by You is subject to review by Adbrand before approval and the Ad-Creative provided by You is subject to review & approval by Adbrand for suitability of its content. Adbrand may at its discretion disallow your campaign to be streamed or displayed on certain Kiosks without citing any reason whatsoever it may be.


5. You understand and agree that Your Ad will be displayed in the cities & channels chosen by You, subject to the availability of screen time on the digital signages belonging to those cities & channels. In case the Ad is not displayed for such reasons, You will be presented with a fallout report indicating the statistics of your ad display.


6. You understand and agree that ads may be displayed on any property / premise that showcases the digital signage, belonging to Adbrand Network or its Partner networks, which are part of the city & channels as selected by You during the campaign creation.


7. The viewers SMS & mobile number information received during Lead Generation campaigns may be disclosed to You for audit or for any other purpose. You shall take full responsibility against misuse of any such information provided to You.

Your Rights

1. You, as an Advertiser, can stop the streaming of Your Ad for a particular campaign by inactivating it through online web interface using Your Advertiser login. The streaming of the Ad will cease shortly after the inactivation depending on the internet speed & connectivity of the digital signages on the network.


2. You, as an Advertiser, have the right to modify specific parameters of Your Ad-Campaign, such as City/Channel select & Lead Options, provided the Ad-Campaign is already approved by Adbrand & is in an ‘Active’ state.


3. You, as an Advertiser, can monitor, audit & view the online reports, provided under Your Advertiser login, as a proof of broadcasting, confirming the display of Your Ad(s) on the digital signages across Adbrand’s Network.


4. You, as an Advertiser, will have access to view the demographic information & the information relating to the digital signage such as the screen size etc, at a location where Your Ad has been displayed, under Your Advertiser login.

Adbrand rights

1. Adbrand reserves the right to reject an Ad-Campaign request or the Ad-creative uploaded for an Ad-Campaign. The reasons for rejecting an Ad-Campaign/ Ad-creative will be informed to the Advertiser. However, in certain situations, Adbrand may not notify exact reason for rejecting such campaigns.


2. Adbrand reserves the right to stop or pause the streaming of an active Ad-Campaign. The reasons for same would be informed to the Advertiser.


3. Adbrand reserves the right to remove an Ad from a specific kiosk or a group of Kiosks upon request of the premises owner to remove the same, or at its own discretion, without notifying any reason.


4. If the Ad Creative is made by Adbrand, it is an intellectual copyright of Adbrand Networks Pvt Ltd.


5. Adbrand may modify its website’s interface, layout, reports format, graphs etc, at its own discretion, at any time, as long as it is not causing a liability to the Advertiser as per the terms of this agreement.


6. Adbrand may modify the terms of this agreement without liability to Advertiser by issuing a notice, either written or electronic. Advertiser’s continued participation in Adbrand’s Digital Signage Business, after issuing of notice that these Terms have changed, constitutes Advertiser’s acceptance of the new Terms.


7. You acknowledge that Adbrand has the right to display, store, copy, modify, distribute, broadcast, host, cache, route, transmit, perform, reformat, excerpt, analyze, and create algorithms from, the Ad-Creative provided by You for advertising on the digital signages.


8. You acknowledge that Adbrand reserves the right to investigate, at its own discretion, any activity that may violate this Agreement or any activity it believes is fraudulent in nature affecting its digital signage business.


9. You acknowledge and agree that Adbrand may use Your name, campaign information, visual images, video and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, etc.

Termination

1. This Agreement may be terminated by Adbrand, by issuing of a notice to You, for a breach by You of Your obligations and responsibilities under this Agreement.


2. This Agreement may also be terminated as a result of any Event of Default as detailed here under, by issues of a notice to You.
   
   
   1. Non compliance by You, to the Payment terms as detailed in this agreement or in the rate contract agreed for each individual campaign or as indicated in the FAQ incase the rates are entered for a campaign during campaign creation.
   
   
   2. Your non compliance to one or any of the terms mentioned in this agreement.
   
   
   3. Adding or connecting or changing or altering or installing any component or hardware or software to the screens / KMU / any other equipment installed at your premises for the purpose of Digital Signage Business, without prior approval from Adbrand.
   
   
   4. Tampering or interfering or corrupting the software installed on the KMU/CPU or tampering with any equipment installed at your premises for the purpose of Digital Signage Business.
   
   
   5. Your Non compliance to one or any of the terms mentioned in this agreement.
   
   


3. In the event the Agreement is terminated as a result of any breach by You or in Event of Default stated herein above, Adbrand shall be entitled to claim damages as provisioned under the law.


4. This Agreement may be terminated by You, provided You have issued a �Notice Of Termination� to Adbrand, with 30 calendar days notice, stating the reason for issuing of notice and Adbrand has not resolved the stated reason for issuing of notice in the said 30 calendar day notice period.


5. Termination of this Agreement shall be without prejudice to any rights or obligations that may have accrued to Adbrand prior to the date of termination of the Agreement.

Confidentiality

1. You shall keep all confidential information and other materials received by You from Adbrand in relation to this Agreement (including all the information concerning business transactions and financial arrangements) (the "Confidential Information") confidential and shall not, without the prior written consent of Adbrand, disclose or divulge the Confidential Information to a third party or use the Confidential Information other than for carrying out the purposes of this Agreement. Confidential Information disclosed by Adbrand, at all times shall remain the property of Adbrand.


2. Upon termination of this Agreement, You shall return to Adbrand all the Confidential Information that Adbrand desires to retain from You. The Confidentiality obligations shall survive the expiry / termination of the Agreement and shall be valid for a period of 5 years post the expiry / termination of the Agreement.

Limitations of Liability; Force Majeure:
Except for any indemnification and confidentiality obligations hereunder or your breach of your responsibilities or obligation stated in this agreement, in no event shall Adbrand be liable under this agreement for any consequential, special, indirect, exemplary, accidental or punitive damages whether in contract, tort or any other legal theory. This Agreement has been entered into relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

Payment
You as an Advertiser shall be responsible for all charges up to the sum amount of each CPI (Cost Per Impression) and/or CPA (Cost Per Acquisition) as indicated in the invoice generated for a specific time period or for a specific campaign.

The charges & the costs indicated in the invoice shall be exclusive of all applicable government taxes. The CPI & CPA are as agreed in a rate contract or as set for an individual campaign during that campaign creation. You as an Advertiser shall pay all charges in Indian Rupees or in such other currency as agreed to in writing by the parties.

Unless agreed to by the parties in writing, Advertiser shall pay all charges in accordance with the payment terms in the applicable rate contract or as detailed in Advertiser FAQ. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You as an Advertiser is responsible for paying reasonable expenses and attorneys fees Adbrand incurs to collect the late amounts. To the fullest extent permitted by law, refunds (if any) are at the discretion of Adbrand. You as an Advertiser acknowledges and agrees that any credit card and related billing and payment information that is provided to Adbrand may be shared by Adbrand with companies who work on Adbrand's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Adbrand and servicing Your Advertiser's account with Adbrand. Adbrand may also provide such information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Adbrand shall not be liable for any use or disclosure of such information by such third parties.

Representations and Warranties
You, as an Advertiser, represent and warrant that:

1. You have full corporate power and absolute authority to execute, deliver and perform this Agreement;


2. The execution of this Agreement and the implementation of the Project contemplated hereunder do not constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by You with any third party;


3. To the best of Your knowledge, there is no litigation, pending or threatened against You, challenging the validity or propriety of, or otherwise relating to or involving, this Agreement or the transaction contemplated hereby or preventing You from entering into this Agreement or performing Your responsibilities & obligations under this Agreement;


4. You hold and hereby grant Adbrand and its Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Ad-Creative provided to Adbrand and Partners to display the Ad-Creative on the digital signages (including without limitation any rights needed to transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Ad-Creative) in connection with this Agreement.


5. The representations and warranties furnished by You are complete in all respects and do not contain any untrue statement of any material fact.


6. Any Use of Your Ad-Creatives will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement or Your Advertiser account without notice and may subject You to legal penalties and consequences.

Indemnity
You shall to the fullest extent permitted by law, indemnify and hold harmless Adbrand, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, Partners, Associates etc), against all damages, liabilities or costs including reasonable attorney�s fees arising out of or in any way connected with this Agreement or the performance by either You or Adbrand of their respective responsibilities / obligations under this Agreement.


Miscellaneous

1. This Agreement shall be construed and interpreted in accordance with the laws of India, and all disputes, differences under the same shall be subject to the exclusive jurisdiction of the courts at Hyderabad (India).


2. This online Agreement will be overruled & superseded by any written legal instrument that may have been specifically signed & agreed by the parties.


3. All notices, statements, information or other communication required or permitted to be given or made under this Agreement shall be in writing in the English language and delivered to the intended recipient at its address.
   


A-G4, Phase-II, Metro Palmgrove Apatments,
Somajiguda, Hyderabad - 500 082
Telangana, INDIA.


If to You/Partner -       As provided during the registration process


4. You shall consent to receive SMS / email or any such Electronic / Written communications from Adbrand.


5. In the event that these Terms or a Program expire or is terminated, Adbrand shall not be obligated to return any materials to You.


6. Adbrand disclaims against the accuracy of premises data (e.g. footfall information, demographics, area of the premises or other purported characteristics of audience) as this information is provided by the premise owners showing the digital signages.


7. All costs and expenses incurred by You in connection with this Agreement, including without limitation, fees and expenses of Your accountants, auditor, consultants, legal counsel and tax advisors, shall be exclusively borne by You.


8. This Agreement shall inure to the benefit of and be binding upon You and Your respective successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than You and Your successors and permitted assigns, any rights, benefits, privileges, liabilities or obligations under or by reason of this Agreement.


9. Save as contemplated in this Agreement, You shall not be entitled to assign Your rights, benefits, privileges, liabilities or obligations under this Agreement without the prior written consent of Adbrand.


10. If any provision of this Agreement, is invalid or unenforceable or prohibited by law, it shall be treated for all purposes as severed from this Agreement and ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof, which shall continue to be valid and binding.


11. All rights of remedies of either Party set forth herein are in addition to all other rights and remedies available to it at law. The exercise by either Party of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other such right or remedy. No delay in the enforcement or exercise of any such right or remedy shall constitute a waiver of any default by a Party hereunder or of any of non defaulting Party’s rights or remedies in connection therewith. Neither Party shall be deemed to have waived any default by the other Party unless such waiver is set forth in a written instrument signed by the non defaulting Party.