ADVERTISERS TERMS & CONDITIONS

This terms and conditions and any Insertion Order, whether expressly provided herein or incorporated by reference (collectively, the ‘Agreement’) constitute the entire and exclusive agreement between EBS MEDIA LIMITED (hereinafter referred to as ‘ADAttract’) and the company (hereinafter referred to as ‘Advertiser’).

Who further collectively referred to as ‘Parties’, separately as ‘Party’ mentioned above.

The Parties agree as follows:

  1. Interpretations:

Any reference to ‘writing’ or similar expressions includes a reference to facsimile transmission as well as e-mail and other electronic communication which is capable of being printed by the recipient and other present and future comparable means of communication.

  1. Definitions
  1. Formation of the Agreement

3.1 The Agreement sets forth the terms and conditions under which ADAttract shall represents Advertiser and provide service to Advertiser.

3.2 Any Other terms, conditions, performance criteria, guarantees or prior representations, warranties, whatsoever (whether written or oral), irrespective of the timing, shall be of no effect unless otherwise is provided herein.

Any modification to the Agreement shall be of no effect unless expressly specified in Insertion Order in writing and signed by both of Parties or respective authorized representatives of the Parties.

  1. Provision of Service

ADAttract shall not be liable for any damages or costs resulting from the removal of any such Advertising Material.

4.5 ADAttract grants Advertiser a revocable, non-transferable, non-exclusive limited license to use ADAttract Advertising Platform and any data, reports, information or analysis arising out of such use solely for the purposes set forth in this Agreement.

  1. Tracking data, Payment and Payment Liability
  1. Fraud and Quality Report
  1. Representations and Warranties
  1. Limitation of Liability

In the event that ADAttract fails to place campaign in accordance with the schedule provided in the Insertion Order, or in the event of any other failure, technical or otherwise, the sole liability of ADAttract and exclusive remedy of the Advertiser shall be limited to, at ADAttract’s sole discretion, placement of the campaign at a later time in a comparable position, or extension of the end date specified in the Insertion Order until the campaign are delivered. IN NO EVENT WILL ADATTRACT, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO ADVERTISER OR ANY OTHER PERSON OR ENTITY, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION TO DAMAGES FOR ANY LOST PROFITS OR REVENUES, LOSS OF GOODWILL, SERVICE INTERRUPTION, LOSS OF CUSTOMERS, LOSS OF ANY EQUIPMENT OR SOFTWARE, SYSTEMS, COMPUTER DAMAGE OR SYSTEM FAILURE, LOSS OF DATA OR INFORMATION, INTEREST CHARGES OR COST OF CAPITAL, COST OF PROCUREMENT OF SUBSTITUTE EQUIPMENT , ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ADVERTISER’S ABILITY OR INABILITY TO USE ADATTRACT ADVERTISING PLATFORM UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT ADATTRACT SHOULD HAVE REASONABLY FORESEEN OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT WILL ADATTRACT’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT RECEIVED BY ADATTRACT. The Advertiser confirms that it has entered into the Agreement with ADAttract relying on the limitations of liability stated herein and that those limitations are an essential part of the bargain between the Advertiser and ADAttract.

  1. Indemnification
  1. Disclaimer of Warranty

ADAttract does not have any obligation to monitor the advertising materials, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the advertising materials or anything described or written by Advertiser. ADAttract Advertising Platform and any other technology or services provided by ADAttract is provided on an ‘AS-IS’ basis. Except as expressly provided in the Agreement and to the fullest extent allowable by law, ADAttract makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular use or non-infringement or those arising in the course of or connected to the performance hereunder, and disclaims any such warranties. In addition, ADAttract does not represent or warrant that: (i) ADAttract Advertising Platform or any part therein will be error free or that any errors will be corrected; (ii) the operation of ADAttract Advertising Platform or any part therein will be uninterrupted; (iii) Advertiser will profit or derive any economic benefit from Advertiser’s use of ADAttract Advertising Platform; or (iv) any specific content, service and/or feature will be made available to Advertiser via the ADAttract Advertising Platform.

  1. Confidential Information

‘Confidential Information’ means (i) campaign, prior to publication, (ii) the Insertion Order and any ADAttract statistics which shall be deemed ADAttract Confidential Information; and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as ‘confidential’ or ‘proprietary.’ During the term of this Agreement, and for a period of two years following any End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.

  1. Cancellation, Term and Termination
  1. Force Majeure

‘Force Majeure’ means events which are beyond the control of the Parties to this Agreement, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by each Party. Such events shall include earthquakes, typhoons, flood, war, riots or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general International commercial practice.

Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to Force Majeure. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within thirty (30) days after its occurrence. If the event of Force Majeure continues for more than forty-five (45) days, both parties shall negotiate the performance or the termination of this Agreement. If within three (3) months after the occurrence of the event of Force Majeure both parties cannot reach an agreement, either party has the right to terminate this Agreement. In the case of such a termination either party shall bear its own costs, further claims for compensation in connection with the termination shall be excluded.

  1. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to define, limit or describe the scope of this Agreement and shall not form a part hereof.

  1. Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong, without giving effect to principles of conflicts of law. Any dispute hereunder will be negotiated in good faith between the parties within 45 days commencing upon written notice from one party to the other. If any dispute cannot be resolved by negotiation, then any Party may submit the dispute to the Hong Kong International Arbitration Centre for arbitration by arbitrators which shall be conducted in accordance with its arbitration rules in effect at the time of applying for arbitration. The place of arbitration shall be Hong Kong.

  1. Notice

Any notice to be given hereunder shall be in writing and shall be transmitted by facsimile or email or sent by express airmail, and shall be deemed given when transmitted by facsimile, the day of such facsimile to transmitted, or if sent by mail or email when received, to the parties at the addresses specified at the IO of this Agreement.

  1. Miscellaneous