In this agreement:
“Advertiser” means a third party for whom Client advertises in connection with this Agreement;
“Beta Features” means features identified under the Scope of Work as “Beta” or as otherwise unsupported or confidential;
“Content” means advertising materials and other related or similar content provided by Client for publication;
“Destinations” means destinations provided by Client to which Content may direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects provided by Client;
“Discount” means the discount set out in Schedule 2;
“ Endemic Content Server Services” means programmatic Content delivery services provided to advertisers through Doceree’s endemic platform;
“Promoted Services” means services and products advertised on the Destinations provided by Client
“Property” means content or property designated by Client for the purposes of Services under this Agreement;
“Partner” means a third party who provides Content placed under clause 3.
“Program” means an advertising platform on which Doceree and its affiliates to use automated tools to place Content pursuant to this Agreement.
“Scope of Work” means a scope of work, referencing this agreement, agreed between the parties in the form of Schedule 1 or in such other form as the parties may agree;
“Services” means the services provided by Doceree under this agreement;
“Targets” means trafficking or targeting decisions provided by Client for Content
2. SCOPE OF WORK
This Agreement shall apply each time Client engages Doceree to provide services pursuant to a Scope of Work. To the extent that any provision set forth in any Scope of Work is contrary to, or inconsistent with, the provisions set forth in the body of this Agreement, the provisions of the Scope of Work shall prevail.
1. Client hereby authorizes Doceree to place Content pursuant to this Agreement, and Client’s instructions on the Property provided by Doceree or its affiliates on behalf of Doceree or, as applicable, a Partner
2. As between Doceree and Client, Client is solely responsible for:
- the creation and format of Content,
- the obtaining of all consents and approvals for Content as may be required by clause 12 below and otherwise by all and any applicable laws, regulations and codes of practice.
3. Content must comply with Doceree’s Content Guideline Policy provided to Doceree in writing in advance and which shall be effective no sooner than forty-five (45) days after Client’s receipt thereof.
4. Doceree and its affiliates may also make available to Client optional features to assist Client with the selection or generation of Targets, Content, or Destinations. Client is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. Client’s use of these optional features does not change Client’s responsibility as set forth hereunder for the Content, Targets, and Destinations.
5. Doceree and its affiliates or Partners may reject or remove a specific Content, Target, or Destination at any time after notifying Client if it is reasonably demonstrated that such Content, Target, or Destination violates this Agreement. Client acknowledges that Doceree or its affiliates may participate in auctions for media purchases for Targets which may be of interest to Client, in support of Doceree’s own services and products, subject to the terms and conditions under Section 15 (Confidentiality).
6. Client shall be entitled to receive the Discount on the Services paid for by Client on behalf of advertisers during the term of this Agreement.
7. If advertiser(s) use the Endemic Content Server Services during the six (6) month period after the expiration or termination of this Agreement, Client shall be entitled to receive a payment in the amount of the Discount due to Client in respect of such services. Discounts will be reconciled monthly. Within thirty (30) days after the end of each month, Doceree shall calculate the total Discount Client is entitled to receive based on the Aggregate Advertiser Spend during the calendar year up to and including the end of that month. Within sixty (60) days after the end of that month, Doceree shall calculate and pay to Client all outstanding Discounts due that have not yet been paid to Client by the end of that month. If Client disputes the accuracy of the Discounts due, Doceree and Client shall cooperate in good
faith to resolve such dispute. The terms of this paragraph shall survive any expiration or termination of this Agreement.
8. Client may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features. Doceree may cease providing Beta Feature(s) at any time in its discretion, and may not, in its discretion, provide any technical support services in relation to Beta Features.
9. Doceree will use commercially reasonable efforts not to serve Content within or adjacent to any site, article, content that involves, facilitates, advocates or promotes one or more of the following: (i) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (ii) obscenity, nudity, pornographic, adult content, sexually explicit or abusive activities; (iii) illegal gambling or illegal substances; (iv) sedition or other illegal activities; (v) URLs or any other content that Client designates as “blacklisted” in writing made available to Doceree.
4. POLICIES AND OBLIGATIONS
1. Client is responsible for its use of the Program accounts and safeguarding its usernames and passwords.
2. Use of the Program is subject to Client’s adherence to Doceree’s policies, as modified from time to time and provided to Client in advance in writing.
3. Client must not authorize or direct any third party to:
- generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions,
- conceal conversions for Programs where they are required to be disclosed,
- use any automated means or form of scraping or data extraction to access, query or otherwise collect the Doceree advertising-related information from any Property except as expressly permitted by the Doceree, or
- attempt to interfere with the functioning of the Programs.
4. Client will direct communications regarding Content on Partner’s Properties only to Doceree.
5. CONTENT SERVING
Unless otherwise stated in the applicable Scope of Work:
- Client may use a Content server solely for serving or tracking Content under Programs under this Agreement.
- Doceree will implement its server tags so that they are functional and as necessary to fulfil Doceree’s obligations under this Agreement and applicable Scope of Work.
Client acknowledges that Doceree and its affiliates will periodically conduct tests that may affect Client’s use of Programs, including Targets, Destinations, quality, ranking, performance, pricing, and auction-time bid adjustments. Doceree shall use its best efforts to limit such tests to avoid adverse effects to Client. Client acknowledges that these tests are to ensure the timeliness and validity of Doceree’s services, and that Client shall not be entitled to notice of these tests.
Unless a Policy, the Program user interface, or Scope of Work provides otherwise, Client may cancel any Content at any time before the earlier of Content auction or placement, but if Client cancels Content after a mutually agreed commitment date provided by Doceree (e.g., a reservation-based campaign), then Client is responsible for any cancellation fees pre-approved by Client under the applicable Scope of Work, and Doceree does not guarantee that Content cancelled after the commitment will go unpublished. Cancelled Content will generally cease serving within 8 business hours or as described in a Policy or Scope of Work, and Client remains obliged to pay all charges resulting from served Content (e.g., fees based on conversion). Client must effect cancellation of Content:
- online through Client’s account, if the functionality is available, or
- via email to Client’s account representative at Doceree, or
- if Client does not have an account representative, via email to email@example.com
8. WARRANTY, RIGHTS AND OBLIGATIONS
1. Client warrants that it is authorized to act on behalf of each Advertiser in connection with this Agreement and, on behalf of each Advertiser, warrants that
- Client is authorized to use, transmit, display, and reproduce the Content at the Destinations, and Targets, and
- to the best of its knowledge, all information and authorizations provided by Client are complete, correct and current.
2. Client retains all rights, title, control, and interest in and to Content. This Agreement does not transfer to Doceree or any third party any intellectual property comprised or contained in any Content. All use of Content by Doceree or any third party in connection with the Services hereunder and any rights arising therefrom, and goodwill generated thereby, shall inure solely to the benefit of the respective Advertiser set forth under the applicable Scope of Work.
Client’s sole remedy for a failure by Doceree to deliver an agreed number of displays of Content by the end of relevant period under the Scope of Work is that Doceree will not charge Client for the undelivered Content or, if Client has already paid, at Client’s reasonable discretion, Doceree will provide for (i) advertising credits, (ii) placement of the Display Content in a position Doceree and Client mutually deem comparable within 60 days of the applicable claim or any other period mutually agreed by the Parties or (iii) an extension of the term of the campaign. Doceree cannot guarantee that any auction-based Content will be delivered and therefore compensation under this clause does not apply to auction-based Content; provided, however, Client shall be entitled to a refund for any undelivered auction-based Content.
1. Client will pay all undisputed charges on behalf of the Advertiser for Program and Services received, using a payment method approved by Doceree and Client (as modified from time to time as mutually agreed in writing by the Parties), within a commercially reasonable time period specified by Doceree and agreed to by Client in the applicable Scope of Work.
2.If Client disputes a charge unrelated to delivery of Content, Client must notify Doceree in writing within 30 days
11. INTELLECTUAL PROPERTY AND BRAND FEATURES
1. Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
12. DATA PROTECTION AND CONTENT
1. In this agreement:
- Data Protection Laws means all laws, regulations and codes of practice in the applicable jurisdiction relating to the protection of personal data, including the General Data Protection Regulation 2016/679/EU (the “GDPR”); and
- Content Laws means all laws regulations and codes of practice in the applicable jurisdiction relating to the content of Content, including all general and industry-specific laws, regulations and codes of practice relating to advertising
2. Client represents and warrants that its use of the Services and its collection or otherwise obtaining of any personal data for the purposes of the Services will comply with all applicable laws and regulations, including all Data Protection Laws and Content Laws.
3. Client is responsible for determining whether the Service is suitable for its use in light of its obligations under the Data Protection Laws and Content Laws and Doceree will not be liable for not being able to provide the Services if Client’s use of them would constitute a breach of any Data Protection Laws or Content Laws
4. Client is responsible for getting and maintaining all necessary permissions and consents required for:
- The lawful transfer of data to Doceree and to enable such data to be lawfully collected, processed, and shared by Doceree as necessary for the purposes of providing the Services; and
- to enable the lawful deployment where necessary for the Services of cookies, web storage and similar tracking technologies and collection of data from the devices of contacts and end users.
5. Client shall indemnify Doceree against any losses, including all legal fees and expenses, that result from any breach by Client of this clause.
1. Client agrees not to disclose Doceree’s Confidential Information without its prior written consent.
2. “Confidential Information” includes:
- all software, technology and documentation relating to the Services;
- click-through rates or other statistics relating to Sites performance as pertaining to the Services;
- the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and
- any other information made available by Doceree that is marked confidential or would normally be considered confidential under the circumstances in which it is presented.
3. Confidential Information does not include information that Client already knew prior to its use of the Services, that becomes public through no fault of Client, that was independently developed by Client, or that was lawfully given to Client by a third party.
Client shall indemnify Doceree, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Services, including any Content served that is not provided by Doceree, its use of the Services; or its breach of any terms of this Agreement.
15. LIMITATION OF LIABILITY
1. To the extent permitted by law, except for the indemnification obligations hereunder or Client’s breach of any intellectual property rights, confidentiality obligations, or proprietary interests set out in this Agreement:
- in no event shall either party be liable under the terms hereof for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort, or any other theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy, and
- each party’s aggregate liability under the terms hereof is limited to the net amount received and retained by that particular party in connection with the terms hereof during the three month period immediately preceding the date of the claim.
2. Each party acknowledges that the other party has entered into this agreement relying on the limitations of
liability stated herein and that those limitations are an essential basis of the bargain between the parties.
16. TERM AND TERMINATION
1. The term applying to the engagement of Doceree under this Agreement for any Services shall be as set out in one or more Scopes of Work covering the provision of such Services by Doceree hereunder.
2. This Agreement may be terminated:
- by either party immediately if:
- by either party if the other party breaches any of its material obligations, covenants, or agreements hereunder and such breach is not cured within a reasonable period of time (in light of the nature of, and circumstances surrounding, such breach, but not to exceed sixty (60) days in any event) following the breaching party’s receipt of written notice thereof from the non-breaching party;
- by Doceree immediately if Client is in breach of clause 4 of this agreement;
- at any time upon the mutual written agreement of the parties; and
- by either party upon written notice after the three year anniversary of the date hereof, provided however, that no such termination shall precede the completion of the term under any Scopes of Work.
1. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
3. Notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be
delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
4. Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
5. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.