Terms & Conditions for Advertisers
- 1.1. Adelaine Services Co ("the Company") is a Marshall Islands business company No. 93264
registered office address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
- 1.2. The Company is in the business of operating as a marketing agency by connecting and
together Publishers (individuals and/or businesses who have their own websites, as well as
resellers) with Advertisers (individuals and/or businesses who need to advertise their
online). For the providing of these services, the Company charges the Advertisers a fee.
- 1.3. The following terms and conditions ("the Agreement") govern the relationship between
Company and the Advertiser as this is identified in the Insertion Order, in respect to the
of an Insertion Order (hereinafter referred to as the "IO"). It is acknowledged between both
parties that both this Agreement and the IO form constitute a single document.
- 2.1. Subject to the terms and conditions of this Agreement, and provided that the IO has
been approved by the Company in writing, the Company hereby undertakes to embark on all
commercially reasonable efforts to supply the services and to undertake the campaign
described as this is described in the IO (collectively referred to as the "Campaign(s)").
- 3.1. For these services to be rendered by the Company, the Advertiser hereby pledges and
agrees to pay to the Company the amounts which are set out in the IO and any additional
payments which are to be agreed upon between the parties.
- 3.2. For the purpose of effecting payments, the Company will issue the Advertiser with
invoices at monthly intervals, or at any other such intervals which are set forth in the IO
and/or agreed between the parties. The Advertiser hereby promises, agrees and covenants to
effect payment of the amounts mentioned in the invoices. Such amounts may include — without
limitation — all applicable and pertinent sales, use, excise and/or any other taxes, without
set-off. Such amounts might also include abatements, compensations or deductions, all in
accordance with the terms of this Agreement and the additional terms set out in the IO.
Payment, unless there is an agreement to the contrary, shall be made to the Company within
14 (fourteen) calendar days from the date that the invoice is issued and sent by the Company
to the Advertiser.
- 3.3. Undisputed overdue payments will accrue interest at the rate of 20% per annum or in any
case at the maximum permissive by law rate. Interest rate shall begin to accrue after 30
(thirty) calendar days from as from the date on which the invoice (for which payment is due)
was issued and sent to the Advertiser, up and until final settlement of the said invoice and
it shall be calculated on a daily basis.
- 3.4. In order to observe and record the performance of any campaign, the Company might ask
the Advertiser to place the Company's tracking pixel(s) or any other necessary mechanisms
for the purpose of monitoring and recording the performance of any campaign (referred to as
"the Tracking Tools"). Such placement and testing shall be the sole responsibility of the
Advertiser. Even in the event that the Advertiser fails to correctly place the Tracking
Tools on the IO website or where the Tracking Tools will not be recording valid leads or
actions, the Advertiser hereby acknowledges and accepts that it will pay for each and every
lead or action generated and recorded by the Company, unless such lead and/or action is
determined to be fraudulent or invalid (as this is defined in the applicable IO).
- 4.1. The Advertiser hereby agrees to grant to the Adelaine and its publishers a
non-exclusive, worldwide, royalty-free license and right to use, perform, reproduce,
display, modify, copy and distribute the advertisement, including all content, trademarks,
images, trade names and brand features ("Advertising Material") and any trademark, logos,
and graphics of the Advertiser in accordance with the IO and this Agreement.
- 4.2. The Company reserves at any time the right to reject, suspend or cancel any campaign
and/or to reject any advertising material which - in the opinion and/or discretion of the
Adelaine is not deemed suitable and appropriate for publication for any reasons. The Company
reserves the right to reject, suspend, postpone or cancel any advertisement which in the
opinion of the Adelaine may expose it into criminal and/or civil liability and/or any other
form of liability, deemed to be offensive or objectionable.
- 4.3. The timing, positioning and distribution of the Advertising Material for any
Campaign(s) shall be at the sole discretion of the Company, unless such timing, positioning
and distribution is specifically mentioned in the IO and agreed between the Parties.
5. Guarantees and obligations
- 5.1.The Advertiser hereby represents, acknowledges and warrants that (a) it has the legal
capacity and authority to enter into and be bound by the present Agreement and the IO; (b)
it is entitled to use and also allows the Company to use, reproduce, transmit and display
the Advertising Content and (c) the Advertising Content is not and will not in any way (I)
violate any third party copyright, trademark, trade name trade secret or other form of
intellectual property (ll) violate any applicable laws rules and/or regulations (lll)
contain false or deceptive advertising or any machine-readable code including but not
limited to any virus, Trojan-horse or other self-executing program, (iv) contain any content
that can be classified as discrediting, offensive, pornographic, misleading, deceptive,
fraudulent or otherwise inappropriate, or (v) violate any applicable law or regulation. The
Advertiser hereby accepts that if it breaks any of the above acknowledgements and
warranties, then the Company has the right to immediately terminate the Agreement and the IO
and take any other necessary steps and/or actions deemed appropriate.
- 5.2. The Advertiser agrees and undertakes that: (a) it will, at all times, comply with all
laws applicable in the jurisdiction where the Advertiser is situated or otherwise conducts
its business; (b) it will, at all times, comply with the terms of this Agreement and the IO;
(c) it will not attempt in any way to alter, modify, eliminate, conceal or otherwise render
inoperable or ineffective any tags, source codes, links, pixels, modules or other data
provided by or obtained from the Company; and (d) it will, within 5 (five) business days
from the end each billing period (as defined in the IO) deliver to the Company a report of
its data and statistics relating to the Campaign(s).
- 5.3. In the event that the IO provides marketing by electronic mail, the Advertiser agrees
to deliver its suppression list for each email campaign to the Advertiser immediately upon
execution of the IO and thereafter to provide an updated suppression list for each campaign
not less than once in forty-eight (48) hour period of time for the duration of the Campaign.
- 6.1. Either party may terminate this agreement and cancel the IO without providing a reason
for such termination, by giving a 2 (two) working days' written notice to the other party.
In such a case any undisputed amounts owed by the Advertiser, must be settled within 14
(fourteen) working days as from the date that the termination come into force.
- 6.2. The Company might also immediately terminate this Agreement and the IO by means of a
written notice to the Advertiser, in cases where the Company considers that the Advertiser
has been in breach of any of the terms of this Agreement and the IO or if it is considered
that the Advertiser has acted and/or the Campaign has been managed in a way which (a) is in
contravention and/or violation of applicable laws, by-laws, rules and regulations, (b) is
pornographic, misleading, deceptive, fraudulent or otherwise inappropriate; or (c) might
harm the good reputation of the Adelaine, it's Directors, publishers or any other person
and/or body for which the company is responsible.
- 7.1. Either party ("Disclosing Party") may but not obliged to, from time to time, disclose
to the other party ("Receiving Party") certain information relating to the Disclosing
Party's business or customers, publishers, subsidiaries, agents, or employees; business and
marketing plans, processes, strategies and methods which may not be standard industry
practice or which are not generally known in the industry and/or to any section of the
- 7.2.The Disclosing Party and the Receiving Party hereby agree and acknowledge that such
Confidential Information will be provided at the sole discretion of the Disclosing Party,
and nothing in this Agreement obligates the Disclosing Party, its directors, agents or
employees to disclose or grant to the Receiving Party access to any Confidential
Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving
Party hereby promises, pledges, covenants and agrees (a) to use the Confidential Information
only for the purposes directly contemplated in this Agreement; (b) that no Confidential
Information will be disclosed to any third party, publisher, subsidiary, or agent of the
Receiving Party without the prior written consent of the Disclosing Party. The Receiving
Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all
right, title and interest in and to the Confidential Information.
- 7.3. The Receiving Party agrees that the Confidential Information will not be copied or
otherwise reproduced without the express prior written consent of the Disclosing Party, with
the exception that one (1) copy may be made for backup and archival purposes only. The
obligations of each party under this Section shall not apply to any information which it can
established to have: (i) become publicly known through no action on the Receiving Party's
part; (ii) been known by the Receiving Party prior to receipt; (iii) been independently
developed by the Receiving Party; (iiii) been approved for public release by the Disclosing
Party's written authorization; or (iiiii) been required to be disclosed by law, or to a
competent court, government or regulatory body having the right to same, provided that the
Disclosing Party is notified immediately of such required disclosure and given the
opportunity to seek a protective order.
- 7.4. Unless the Company has provided its prior, express written consent, the Advertiser will
keep the IO and the terms of the Agreement strictly confidential, and may not make any
unauthorized disclosure of the same to any person.
- 8.1. Neither party may assign this Agreement and the IO without the express written consent
of the other. Notwithstanding the foregoing however the Company is able - and if this is
deemed appropriate - and may assign this Agreement and the IO at any time, in part or in
whole, to a publisher with whom the company has entered into its standard publisher
agreement. Such an assignment may be effected without seeking the prior written consent of
the Advertiser, but the Advertiser might be notified of such an occurrence at the discretion
of the Company.
- 8.2. The company reserves the right to include the Advertiser's name in any advertisement, publication, press release or promotional material, without seeking the Advertiser's prior consent. In case that promotional materials will need to be produced by the Company, the company may request from the Advertiser and the Advertiser will supply the Company with at least 1 (one) digital copy of art and/or other possible promotional materials produced that may be copied, printed, and/or distributed at conferences, signings, mailings, trade shows, etc.
- 8.3. The Company does not guarantee that the Advertiser or any third-party will be able to access the Company's web site at any particular time. The Company's services are provided on an "as–is, as–available" basis. External factors and/or factors beyond the Company's control might cause service disruptions at times for which the company might not have any power over.
- 8.4. This Agreement and the IO shall be interpreted in accordance with the laws of the Marshall Islands
- 8.5. Any Amendments to this Agreement and the IO shall be made in writing and signed by both Parties.
- 8.6. This Agreement and the IO constitutes the entire agreement between the parties with respect to the Campaigns noted in the IO and supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written between the Parties.