ADVERTISING PARTNER TERMS & CONDITIONS
CLIENT AGREEMENT FOR INTERNET ADVERTISING SERVICES
This Agreement for Internet Advertising Services (the "Agreement") is made and effective the [DATE OF APPLICATION BY CLIENT] And will continue for an initial 12 months (365 days) and then will be requested for renewal upon anniversary of said agreement unless otherwise indicated.
K2018246419 Pty Ltd trading as Mr. South Africa (the "Advertising Service Provider"),a company organized and existing under the laws of South Africa
[CUSTOMER NAME as stated on advertising application] (the "Customer"), a business organized and existing under the laws of South Africa. In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
A. The Advertising Service Provider owns and operates an Internet Site located at www.mrsa.co.za. (the “Advertising Site”) which Advertising Site contains graphical and text - based descriptions of advertised sites along with a hypertext link to the advertised site. When the hypertext link is selected by the party accessing the site (“User”), the User is transported to the URL for the advertised site.
B. The Customer owns and operates a Business with or without an Internet Site or Facebook Page.
All details to be recorded on the application form.
1. ADVERTISING MATERIALS
a. The Customer agrees to submit to the Advertising Service Provider advertising materials to be used by the Advertising Service Provider which shall meet its Uniform Advertising Specifications set forth and described in the Pricing schedule
b. The Advertising Service Provider has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits if the Advertising Service Provider finds that it does not meet its Uniform Advertising Specification, if it is objectionable to the Advertising Service Provider in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any vulgar or pornographic items, or for any other reason, in the Advertising Service Provider sole discretion. If the Advertising Service Provider rejects any adverting material that the Customer submitted, the Advertising Service Provider will notify the Customer. Even after the Advertising Service Provider accepts the advertising, the Advertising Service Provider has the right to remove it if it does not function correctly or for any of the reasons described above. The Advertising Service Provider placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future.
c. The Advertising Service Provider has the right to terminate this Agreement if the Advertising
Service Provider remove or fail to approve any materials that the Customer submits in which case any prepaid advertising fee shall be returned to Customer. The Customer will not have any damages or other remedies, in law or in equity against the Advertising Service Provider for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.
d. The Customer may periodically make changes to its advertising material which the Advertising
Service Provider must also approve. All Advertising must be forwarded to the Advertising Service Provider to update, with a maximum of two (2) updates during the advertising period.
2 SERVICES TO BE PROVIDED
a. The Advertising Service Provider does not guarantee any given amount of Impressions to Customer’s page as a result of its advertising services. Facebook Page campaigns will be done at the discretion of the Advertising Service Provider.
b. The Advertising Service Provider will use its reasonable efforts to make its Advertising Site available for display through the World Wide Web. The Advertising Service Provider is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business.
c. The Advertising Service Provider shall be responsible for tracking Impressions to the Customer site through the advertisements that are included on its site. The Advertising Service Provider will report this information via Email or Facebook Posting on an Ad Hoc basis. The Customer may use it for its internal business and marketing planning.
3. PLACEMENT OF THE ADVERTISING
The Advertising Service Provider reserves onto its own discretion all decisions and matters concerning placement of Customer’s advertisement on pages of the Advertising Service Provider
Site, Social Media placements, software solutions, hardware configurations and selection, system components, categories of advertising, search engine results and search parameters and other operational and administrative matters pertaining to the construction and operation of the Advertising Service Provider Site.
In consideration of its advertising services, the Customer agrees to pay the advertising fees set forth on the fee schedule agreed hereto as Pricing Schedule. Advertising fees will be paid monthly debit order in advance, before advertisement will be published unless otherwise indicated. Should customer payment fail on the first payment attempt a second automatic run on the account will be done to collect payment. Should payment fail a second time, the Advertising Service Provider will notify the Customer. Failure in payment would collect a 5% interest per month payment is late plus all necessary collection fees.
Should the Customer fail to make payment, their marketing will be removed, and the account will be handed over for collection and default credit listing. The customer consents to failed transactions being reprocessed on their card used to make payments.
5. PROPRIETARY RIGHTS
5.1 The Advertising Service Provider will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. The Advertising Service Provider do not grant the other any rights in and to such proprietary material except that the Customer hereby grants the Advertising Service Provider a non-exclusive license to use the advertising material provided, including its trademarks and copyrights, and the right to hyperlink to Customer’s site from its site during the term of this Agreement. Upon termination of this Agreement, the Advertising Service Provider agrees to remove the hyperlink and the advertising materials provided from its site within a reasonable time.
6. REPRESENTATIONS AND WARRANTIES
a. The Customer represents and warrants that the advertising provided is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. The Customer also warrants and represents that it has the unrestrictive and exclusive right to use all such materials.
b. The Advertising Service Provider makes no warranties that the advertising contained on the Advertising Service Provider Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. THE ADVERTISING SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL THE ADVERTISING SERVICE PROVIDER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
The Customer will indemnify and hold the Advertising Service Provider harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that the Customer has made to the Advertising Service Provider and otherwise arising directly or indirectly from the placement of its advertising materials on the Advertising Service Provider Site.
8. FORCE MAJEURE
The Advertising Service Provider will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond its control.
9. TERM & TERMINATION
The customer hereby acknowledges the advertising partner agreement is for a minimum of 12 months. The Customer may terminate this Agreement, with cause, by giving 30 days advance notice of its intent to terminate after initial 12 month period. The Advertising Service Provider reserves the right to terminate this Agreement for any reason, with or without cause, upon 30 days written notice to Customer. Fees already paid in advance will not be refundable. Terms & conditions apply. To enjoy the full marketing benefit, no customer will be given the full benefits after any failed payment that has not been rectified or with any outstanding balances. Should The Customer wish to cancel their advertising partnership within the initial 12 month period, The customer can do so by sending a formal notice of cancelation to the Advertising Service provider. Cancelation within the initial 12 month agreement will require a 50% fee of the remainder of monthly subscription fees left in the advertising partnership cycle to be paid. No Advertising partnership will be cancelled without formal notice sent to the Advertising Service Provider and 50% payment of remaining monthly fees in lifespan of the agreement. In the event of contestant / representative termination, the advertising partner will remain live and active on the service provider website for the remainder of the period. Additional opportunities will also be given to higher tier partners such as gold level partners.
10. ENTIRE AGREEMENT
This Agreement and the Exhibits hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. This Agreement may only be amended by a written amendment signed by authorized representative of both companies.
The Customer is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable attorney fees and costs.
All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by certified mail, return receipt requested or by reputable national overnight delivery service.
13. GOVERNING LAW
This Agreement shall be interpreted under the laws of South Africa. Any and all legal actions relative hereto shall be in the courts of South Africa. By completing and signature of the Application Form, the Customer accepts the above terms and conditions.
14. COMMERCIAL USAGE
Although the Customer is allowed to use the contestant as a brand representative / ambassador during the competing phase of the Mr. South Africa competition; It does not warrant the Customer to use the contestant or the Mr. South Africa brand name commercially including but not limited to paid social media adverts, instore or online branding or usage to promote products or businesses.
Should the customer’s signing contestant become the next Mr. South Africa, no commercial usage of the person, their name, their likeness, the Mr. South Africa title, it’s likeness or the Mr. South Africa brand name or its likeness in any commercial sense without prior consent and written permission from the Mr. South Africa brand.
Mr South Africa reserves the right to take any legal action it deems fit in the event of commercial usage of the Mr. South Africa brand name, the Mr. South Africa title or titleholder without written consent and the Customer will be responsible for any legal fees in order to do so. In addition to the legal fees, the Customer will be liable to a further R150 000 (one hundred and fifty thousand rand) fine / payment to the Mr. South Africa organisation for the unauthorized commercial usage of any titleholder or the Mr. South Africa brand name & likeness.
To be provided:
High resolution company logo
Company name, contact details & address
Company social media handles and website address.
15. Acceptance hereto, the customer understands and undertakes to honor the offering of this marketing service agreement as governed by South African law.