These Advertising Terms and Conditions ("Terms") are entered into by the customer (Customer) signing the insertion order (I/O) and Webtistic trading as Advertistic ("Advertistic"). These Terms govern the Customer's participation in Advertistic Online System (System) and advertising program(s) through the System ("Program"). These Terms and IO are collectively referred to as the "Agreement." Advertistic and Customer hereby agree and acknowledge:

 

Responsibilities of Customer.

 

Responsibilities of Customer. Customer is solely responsible for all: (a) ad campaign specifications and options (collectively "Specifications") and all ad content and ad information ("Creative"), whether generated by or for Customer (including without limitation any PAD Elements, if applicable); and (b) web sites, services and landing pages which Creative links or directs viewers to, and advertises services and products (collectively "Customer Services"). Customer shall protect any Customer passwords and takes full responsibility for Customer's own, and third party, use of any Customer accounts. Customer understands and agrees that ads may be placed on any publisher properties set forth on I/O or otherwise later chosen through Customers account (Publisher Properties) and Customer authorizes and consents to such placements. Customer agrees that all placements of Customer's ads in accordance with Specifications attached to I/O (as modified through the online System) shall conclusively be deemed to have been approved by Customer unless Customer produces contemporaneous documentary evidence showing that Customer disapproved such placements in the manner specified by Advertistic.

Standards. Customer agrees to comply in all respects with Advertistic advertising standards and guidelines (www.Advertistic.com/advertisers/guidelines/) as updated from time to time. These guidelines strictly prohibit the use of advertising, Creatives or promotion of Customer Services that (i) infringes upon any copyright, trademark, know-how, trade secret, data, patent, publicity, privacy, or other right of any third party; (ii) violates any applicable law or regulation; (iii) is defamatory, libelous, harmful to minors, obscene, or pornographic; (iv) contains any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (v) constitutes false, misleading or deceptive advertising.

Restrictions and Representations. Customer shall not, and shall not authorize any party to: (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Advertistic advertising related information from any Program website or property except as expressly permitted by Advertistic; or (iii) advertise anything illegal or engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants Advertistic and Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative, Customer Services and Specifications needed for Advertistic to operate the System and Programs (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 Creatives or Specifications) in connection with this Agreement ("Use"). Customer represents and warrants that (Y) all Customer information is complete, correct and current; and (Z) any Use hereunder and Customer's Creative, Specification, and Customer's Services will not violate or encourage violation of any applicable laws, regulations, guidelines, policies, or third party rights (including without limitation intellectual property rights).

Advertistic may, in its complete discretion, refuse any advertising that it deems unacceptable. Advertistic has the right to remove any advertisement from System or from any Publisher Property at any time without prior notice to Customer. Advertistic will notify Customer following any removal of any advertising from the System. Advertistic will not be liable in any way for any rejection or removal of any advertising, whether by Advertistic.

 

 

Advertistic Services.

 

To the extent that Customer purchases any Campaign Management Services or Campaign Monitoring Services as indicated on the I/O or as otherwise expressed agreed in writing (PAD Services), the following terms shall apply:

Authorization. Customer authorizes Advertistic to provide the PAD Services on Customer behalf, including without limitation logging into Customers account through the System as necessary to provide such services. Customer agrees to promptly respond to any of Advertistics requests in connection with PAD Services, and agrees that the point of contact designated by Customer has authority to act on behalf of Customer.

Creation Services. Advertistic may provide content, copy or other information concerning Customer Services that is incorporated into Creatives or landing pages promoting Customer Services (PAD Elements). All PAD Elements are provided AS-IS and without any representations to Customer, and Customer agrees to examine and analyze PAD Elements prior to incorporation into Creatives or other marketing documentation concerning Customer Services. Customer agrees to conduct such review and approve any PAD Element when requested by Advertistic, which shall be deemed approved by Customer within ten (10) days of any such request. Customer shall be fully responsible for assuring that any PAD Element complies with Section 1 above once any PAD Element is approved or deemed approved by Customer. Advertistic grants a non-exclusive license to use PAD Elements in Creatives and other marketing campaigns of the Customer. All other rights concerning PAD Elements are expressly reserved by Advertistic.

Budgeting and Spending. Advertistic may provide services to customer related to advertising budgeting and spending. All such services are provided AS-IS and without any representations of any performance unless otherwise expressly agreed in writing. Customer agrees to pay for such services as expressly agreed in the I/O or other writing relating thereto.

 

Payments.

 

Customer shall be responsible for all charges up to the amount of each IO, or as set in an online account, and shall pay all charges in U.K Pounds or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Customer shall pay all charges in accordance with the payment terms in the applicable IO or applicable Program Specification. Payments in arrears of more than thirty (30) days shall bear interest from the date payment is due at the rate of 1.5% per month, or the maximum rate permitted by law. All payment obligations accrued prior to termination shall survive termination. Customer agrees to pay any reasonable costs, including legal fees, which Advertistic or its agent may incur in collecting any unpaid amount. Charges are solely based on Advertistic measurements for the applicable Program, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Advertistic and only in the form of advertising credit for additional advertising on Publisher Properties through the System. Nothing in these Terms or an IO may obligate Advertistic to extend credit to any party. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Advertistic may be shared by Advertistic with companies who work on Advertistics behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Advertistic and servicing Customer's account. Advertistic may also provide 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. Advertistic shall not be liable for any use or disclosure of such information by such third parties.

 

Trademark License.

 

Advertistic hereby grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free, nonsublicenseable license to use Advertistic trademarks, service marks, trade names, and logos (Marks) solely in connection with Customer activities through the System pursuant to the Agreement. Advertistic may terminate the foregoing license if, in its sole discretion, the use of the Marks does not conform to the owners standards. Title to and ownership of the Marks shall remain with Advertistic. Customer shall use the Marks exactly in the form provided and in conformance with any trademark usage policies of Advertistic. After termination or expiration of this Agreement, Customer shall remove the Marks from items and locations under Customers control.

 

Modification.

 

Advertistic reserves the right to redesign or modify the organization, structure, (look and feel) or functionality of Advertistics website, System or any Specifications or Program options and parameters available through the System at any time without notice. No specific position for displaying advertising is guaranteed and advertisements listed on Publisher Properties may be displayed in any position or on any page unless otherwise indicated in the System with respect to any Publisher Property. Customer acknowledges and agrees that Advertistic makes no representations relating to, and this Agreement is not conditioned on, any availability of any advertising on any particular Publisher Property.

 

Termination.

 

Customer may terminate the Agreement in accordance with I/O. Upon such termination, all outstanding advertising requests shall be canceled online, and any ongoing advertisements on Publisher Properties shall terminate in accordance with the applicable Specifications or previously committed with respect to any Publisher Properties after such termination date, in which case Customer shall pay for those ads. The termination of advertising may be subject to Program policies or Advertistics ability to re-schedule reserved inventory or cancel ads already in production. Advertistic may cancel immediately any IO, any of its Programs, or these Terms at any time with notice, in which case Customer will be responsible for any ads already run. Sections 1, 2, 3, 5, 6, 7, 8, 9 and 10 will survive any expiration or termination of this Agreement.

 

Agency.

 

If Customers agency (Agency) signs the Agreement, it does so as Customers agent. Customer and Agency will be jointly and severally liable for all obligations there under. Agency represents that it has full authority to act on Customers behalf, provided, however, that nothing herein will release Customer from any obligation or liability hereunder, and Advertistic may look to Customer for performance of all obligations under the Agreement.

 

Limitation of Liability.

 

To the fullest extent permitted by law, Advertistic DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, Advertistic disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creative, PAD Element, or Specification on any Publisher Property or section thereof; (iv) clicks; (v) conversions or other results for any ads or Specifications; (vi) the accuracy of Publisher Property data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (vii) the adjacency or placement of ads within a Program. Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. Customer's exclusive remedy, and Advertistic's exclusive liability, for suspected invalid impressions or clicks is for Customer to make a claim for a refund in the form of advertising credits for Publisher Properties within the time period required under Section 3 above. Any refunds for suspected invalid impressions or clicks are within Advertistic's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO Advertistic BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures

 

Indemnity.

 

Customer shall indemnify, defend, and hold harmless Advertistic, operators/owners of Publisher Properties, and their affiliates, officers, directors, employees, agents, successors, and assigns, against any against all claims, actions, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable legal fees and reasonable settlement expenses, that any of them may sustain or incur as a result of any third parry suit, proceeding, claim or other legal action insofar as such action arises from (a) Creatives or PAD Elements approved or deemed approved by Customer, (b) any Customer Service or marketing and documentation relating thereto, (c) any Specifications or any of Customers Program use or use of the Service, or (d) any breach of by Customer under this Agreement. This section shall survive any termination or expiration of the agreement.

 

General Provisions.

 

Governing Law. These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales.
Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Agreement. Neither party shall make any warranties or representations on behalf of the other party.
Taxes. Customer will be responsible for and agrees to pay in full all taxes resulting from any activities under the Agreement, except for taxes based upon Advertistic net income.
Compliance with Laws. At its own expense, Customer shall comply with all applicable laws, regulations, rules, ordinances and orders regarding its activities related to the Agreement.
Assignment. The Agreement may not be assigned by either party to any third party without the express written consent of the other party; provided, however, Advertistic may assign its rights and delegate its duties under this Agreement to any successor-in-interest of Advertistic resulting from Advertistics merger or the acquisition of all or substantially all of Advertistics assets.

 

Entire Agreement; Waiver.

 

The Agreement together with the Exhibits attached to I/O and the guidelines of Advertistic referred to herein, set forth the entire understanding and agreement of the parties, and supersede any and all prior and contemporaneous oral or written agreements or understandings between the parties, as to the subject matter thereof. To the extent there is any conflict between I/O and the Terms, the conflicting terms set forth in I/O shall control. For further clarification, this Agreement shall supersede the standard advertising terms and conditions available to all advertisers on the System, and no click agreement or other form of agreement process on the System shall modify this Agreement; provided, however that the guidelines and policies available online through the System (as updated from time to time) shall apply as contemplated under Section 1(b) above. The waiver of a breach of any provision of the customer agreement and/or the Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. The Agreement may be changed only by a writing signed by both parties.

 

Contact

 

With any questions regarding these terms or the items incluided, pease contact Webtistic

Address:

St John's House
54, St John's Square
London EC14 1JL
United Kingdom

Telephone:

+44 0845 68 015 68

Email:
info (at) webtistic.co.uk

(game-tist-ic) - adjective meaning:

1) Gambling/Gaming Specialists

2) Years Of Sector Experience

3) Secure, Safe and Friendly Service