Terms & Conditions

These Advertiser terms and conditions (hereinafter T&Cs) are made by and entered into between mainADV (hereinafter “the Company”) and the party using this service as an Advertiser (hereinafter “Advertiser”), which service is described in these T&Cs.

Company reserves the right to amend these T&Cs at any moment in accordance with applicable law, without the obligation of providing specific notice to Advertiser. For all intents and purposes it is being accepted that any amendments to these T&Cs shall become effective as from moment amended T&Cs are posted on the Website http://advertiser.mainadv.com/Terms.

In the event that Advertiser does not accept any amendment or modification of any particular provision contained therein, Advertiser is to inform Company with the intention to terminate the use of the service. Any continued use of the service offered by the Advertiser shall consitute a tacit acceptance of the amendment or modification and all obligations arising from such continued use shall be binding on the Advertiser.

These T&Cs shall be read and construed in conjunction with the Insertion Order (hereinafter “IO”) signed between the Parties and without prejudice to any subsequent amendment or modification of any particular provision contained herein, shall become effective and binding as from date of signature of the IO.

In the event of any conflict with any specific terms or agreement reached between the Parties on the IO, the terms or agreement specified in the IO shall prevail.

SERVICE / CAMPAIGN

Online advertising campaigns within Company’s network which includes multiple traffic sources and promotional models.

PAYMENT TERMS

The Service will be charged on the basis of the IO and will include the cost of the Service. Unless otherwise agreed by the Parties in the IO, charges shall be measured by the Company. Company’s standard payment terms are cleared funds 30 days from date of invoice (unless specified otherwise in the IO). Company may, at its sole discretion, send such invoice to Advertiser via regular mail or electronic mail. All payments to Company shall be made in the currency of the invoice, and are quoted exclusive of any applicable tax, which shall be payable at the time and in the manner required by law. Should Advertiser claim a discrepancy with regard to Company’s measurements within seven (7) days after the charge, the Parties shall in good faith discuss the discrepancy. In such case, Advertiser accepts that any concession shall not exceed a maximum of ten percent (10%) of Company’s measurements. Company shall be entitled to charge interest at the rate of six percent (6%) per year and recovery costs on overdue amounts as specified by the relevant law or as set out in the Insertion Order. Nothing in this Agreement shall oblige Company to extend credit to any party.

TAXES

The payments due in accordance with the IO shall include any applicable taxes, including sales tax, which shall be paid by Advertiser along with the Price. Advertiser shall pay all taxes (including sales tax), customs, levies, tariffs, duties or other charges, domestic or foreign imposed by any local tax authority in connection with Advertiser’s participation in the Service, even if not included on the IO. Any taxes paid by Company, as applicable, shall be fully reimbursed by Advertiser promptly upon receipt of Company’s invoice thereafter. Company shall only be responsible for its own income and capital gains taxes.

TERMINATION

Either Party may terminate this Agreement at any time, for any reason, by giving a forty-eight (48) hour written notice to the other Party, unless a shorter termination notice is agreed to by the Parties and reflected on the IO. Any notice, report, approval or consent required or permitted under this Agreement shall be in writing to the address specified on the IO, or other address as may be updated by either Party in writing from time to time. Company may suspend provision of the Service and/or terminate this Agreement in whole or in part immediately, without further responsibility to Advertiser, upon any breach of this Agreement by Advertiser. Upon termination:

  1. each Party shall immediately cease any action or representation that would suggest any continuing relationship between the Parties regarding the Service;

  2. the Indemnity, Limitation of Liability and Confidentiality provisions of this Agreement shall survive and continue in full force and effect.

REPRESENTATIONS BY ADVERTISER

Advertiser represents that:

  1. all service registration information provided to Company is correct and up to date;

  2. it has the full right, power and authority to enter into this Agreement;

  3. nothing contained in this Agreement, or required by Advertiser’s performance hereunder, will place Advertiser in breach of any other contract or agreement to which it is bound or violate any applicable law;

  4. all advertisements that Advertiser provides to Company are free and clear of all viruses, spyware, trojan horses, worms, time bombs, cancel bots, automatic or un-requested downloads, or other harmful computer programming routines;

  5. it is authorized to use names and graphic designs contained in the ads as well as the Internet domain names (URL) included in the ads and listings;

  6. ads do not contain anything illegal or engage in any illegal or fraudulent business practice; and

  7. it has obtained and paid for, and holds and hereby grants Company all rights in the materials needed for Company to provide the Service (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 the Materials) in connection with this Agreement. Advertiser will provide Company in a timely manner all the necessary materials needed for Company to provide the Service.

AGENCIES

In the event this Agreement is entered into by an agency (“Agency”) on behalf of Advertiser, the following shall apply:

  1. upon request by Company, Agency shall provide evidence of the relationship between Agency and Advertiser, authorizing Agent to act on its behalf in connection with the Agreement. Advertiser shall be responsable to ensure that Agency has sufficient funds to fulfill its obligations pursuant to Clause 3 of this Agreement;

  2. Agency shall collect and clear payment from Advertiser. In default, without prejudice to rights and remedies of Company in law and equity, Agency agrees to pursue, and fully cooperate with Company to pursue, collection from Advertiser; and

  3. Agency represents and warrants that:

    1. it is duly authorized to enter into this Agreement and to bind Advertiser to this Agreement; and

    2. there is no basis (after due investigation) to question Advertiser’s ability or willingness to pay all fees under the Agreement. Agency hereby agrees to defend, indemnify and hold harmless Company and any Related Parties as defined below against any and all damages, liabilities, expenses and other issues of any kind (including reasonable attorneys’ fees and costs) arising out any breach by Agency of any representation, warranty or covenant herein.

INDEMNITY

Parties, agree to indemnify and hold the other party and the other Party’s affiliated entities, and the employees, directors, agents and representatives of the foregoing (“Related Parties”), harmless from and against any losses, costs, liabilities and expenses, including reasonable attorneys' fees, arising out of any third party claims resulting from the breach of the warranties or representations made by such party in the Agreement.

Advertiser shall further defend, indemnify and hold harmless Company and its agents, affiliates, subsidiaries, directors, officers, employees and contractors against third party claims in connection with the Advertisements, the products and services promoted therein and the sale of such products and services, including but not limited to third party claims that:

  1. the marketing and sale of the products and services promoted in the advertisements is unlawful;

  2. the products and services promoted in the advertisements infringe or violate third party intellectual property, trade secret, publicity, privacy, moral, music performance or other music-related rights;

  3. in the case of age restricted products or services, such products or services have been sold to a consumer who does not have the required age; and

  4. the advertisements are unlawful, misrepresentative, libelous, defamatory, obscene or indecent.

LIMITATION OF LIABILITY

Except as expressly set forth in this Agreement, Company does not make, and specifically disclaims, any representations or warranties, whether express, implied, or statutory, including without limitation, warranties of merchantability and fitness for a particular purpose, and/or non-infringement regarding the ads and other material provided hereunder, and services contemplated by this Agreement. Company shall not be liable to Advertiser or any other third party for any special, consequential, incidental, punitive, direct or indirect damages, losses, costs or expenses of any kind, including but not limited to lost or imputed profits, arising out of this Agreement or its termination, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether Company has been advised of the possibility of such damages, losses, costs or expenses. Advertiser waives any claims it may have regarding the enforceability of this section or an argument according to which these exclusions deprive it of an adequate remedy. Company shall not be responsible for disruption of the Service due to force majeure. Advertiser acknowledges that in any event Company’s aggregate liability to Advertiser under this Agreement, is limited to

  1. in the event or an error or omission in the publication of ads in any Publisher’s inventory, the reimbursement of the Ad or listing made subject to error or omission, or

  2. in the case the Service is interrupted due to technical difficulties or other reasons Company’s responsibility shall be limited to an extension of the Term of this Agreement until the Service has been rendered and all ads have been placed as agreed with Advertiser. Notwithstanding the above, if Company in its sole discretion determines that it is ultimately responsible to Advertiser for any error or omission in the publication of the ads, Company reserves the right to remedy its actions within a fifteen (15) business day period.

CONFIDENTIALITY

Parties shall not disclose to any third parties, any information or communications received in connection with this Agreement unless such disclosure is necessary to comply with any law, regulation or court order or in the event that such information is generally available to the public (other than through breach of this Agreement) or was already lawfully in Receiving Party’s possession at the time of receipt of the information from the Disclosing Party. Furthemore, Parties oblige themselves that during the term of this Agreement and for two (2) years thereafter, no Party shall disclose confidential information to any third party, nor use the confidential information for any purpose not permitted under this Agreement.

INTELLECTUAL PROPERTY

Each Party shall own and shall retain all rights, title and interest in its intellectual property including but not limited to its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, ad code, know-how and proprietary technology currently used or which may be developed and/or used by it in the future, all data, statistical information or other traffic analysis in connection with the Service.

GENERAL TERMS

  1. This Agreement shall not be construed as giving rise to any partnership between the parties.

  2. No failure or delay by either party to exercise any right, power or remedy hereunder shall operate as a waiver thereof, unless and to the extent that such party gives written confirmation to the contrary nor shall any single or partial exercise by either party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

  3. This Agreement: shall be governed by, and shall be construed in accordance with, the laws of the Republic of Italy without giving effect to its conflict of law principles.

  4. The parties declare that they shall endeavor to resolve any disputes amicably. In the event that a dispute is not so resolved, the dispute is to be referred to arbitration, to be resolved by a single arbitrator, being the Court of Pescara, Italy, the selected forum.

  5. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of this Agreement shall remain in full force and effect.

  6. Each party to this Agreement shall bear its respective expenses incurred in connection with this Agreement.

  7. This Agreement supersedes all prior verbal or written understanding between the parties and constitutes the entire agreement with respect to the subject matter of this Agreement.

  8. The terms of this Agreement shall not be amended, altered or changed except by a further writing signed by the Parties hereto

  9. Advertiser shall not assign this Agreement without the prior written consent of Company.

  10. In the event of any conflict between the above terms and any translation of this Agreement, the terms of this English-language version shall prevail.

  11. Working directly with our publishers and partners is not allowed. This limitation will last during the first 3 months following termination of our relationship.