These Terms of Service (“Customer Terms”) are made between SLON-ID INTERNATIONAL LTD (“COMPANY”) and customer (“Customer” or “You,” either individually or you acting on behalf of the business or organization you represent). By using the COMPANY website or services, located at http://uamachine.com or http://obtainads.com, you agree to these terms and conditions. If you do not agree to these terms, you may not use this site or services.
COMPANY provides online advertising creative design services, including without limitation, creatives development, and such other services as Customer may purchase from COMPANY (collectively, the “Services”).
COMPANY may update these Customer Terms from time-to-time and post such updated terms on this website and service at http://uamachine.com. Please check back at this location for notices of any updates. Your continued use of the COMPANY Platform and/or purchase of Services from COMPANY following the posting of such an update shall constitute acceptance of the updated Customer Terms.
Access to Services
Ownership and Intellectual Property Rights.
a. Ownership of Work Product. As between the Parties, Customer retains all right, title and interest in and to the Customer Content made available to COMPANY and its Subcontractors, including the intellectual property rights therein. Further, provided that Customer adheres to the terms and conditions of the Agreement and upon acceptance of Creatives and complete and full payment of all fees for the Services, then, except with respect to third party images, footages and other stock materials (“Stock Materials”), Customer shall be the owner of the all right, title and interest in and to all original work in Creatives created by COMPANY or its Subcontractors, including any modifications or derivatives made of Customer Content, and all intellectual property rights therein (collectively the “Work Product”). COMPANY agrees to provide reasonable assistance to Customer, at Customer’s request and expense, to secure Customer’s rights in the Work Product, including the execution of all applications, assignments and all other instruments necessary to secure such rights. For the avoidance of doubt, COMPANY does not and cannot transfer ownership of any Stock Materials incorporated into the Creatives; Stock Materials are subject to a license as provided for in subsection (b) below.
b. Stock Materials. Customer agrees that the Work Product created in connection with Services may contain Stock Materials. Subject to the terms and conditions of this Agreement, COMPANY grants Customer a perpetual, non-exclusive, worldwide, non-transferrable, royalty free license to use the Stock Material solely as incorporated in and used with the Work Product for an online digital advertising impression campaign, provided that such use of the Stock Material (i) is only for online advertising purposes and is not an editorial use; (ii) is not defamatory, deceptive, false, misleading, or otherwise a violation of law or the rights of any third parties; (iii) does not depict a person in a way that a reasonable person would find offensive, unflattering or controversial (such as having a sexually transmitted disease or engaging in criminal activity); (iv) does not depict a person to imply the person suffers from a physical or mental infirmity; (v) is not used as a trademark or other brand identifier or to imply any third-party endorsement; (vi) is not in connection with advertisements for pornography, “adult videos,” adult entertainment venues, escort services, or the like; (vii) is not in connection with tobacco products; (viii) is not in connection with advertisements in a political context, such as advertisements for any party, candidate, or elected official, or in connection with any political policy or viewpoint; (viii) is not a stand-alone use of Stock Material apart from the Work Product; or (ix) does not falsely identify another person as the original creator of the Stock Material.
Customer acknowledges and agrees that use of Stock Materials outside of the foregoing license is prohibited by the Agreement, and such unauthorized use may violate the Intellectual Property rights of the third-party owners of the Stock Materials.
Any non-public information disclosed by one Party to the other in connection with the Agreement, whether disclosed in writing, orally or by inspection, and which is identified in writing as being “Confidential” or “Proprietary,” or by the nature of the circumstances surrounding the disclosure should reasonably be treated as proprietary or confidential, shall be deemed “Confidential Information.” To the extent a Party discloses Confidential Information (“Disclosing Party”) hereunder to the other Party (“Receiving Party”), the Receiving Party shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not use the Confidential Information, except as necessary for the performance of the obligations under the Agreement. COMPANY may disclose Confidential Information to Subcontractors and its own third party suppliers or service providers only for purposes related to the Services and the COMPANY Platform, and on the condition that COMPANY has entered into confidentiality agreements with such Subcontractors or third parties that are at least as protective of Customer’s Confidential Information as the terms of this Section. Upon request of the Disclosing Party or upon termination of the Agreement, the Receiving Party shall promptly destroy or return to the Disclosing Party all Confidential Information and any copies thereof contained in or on its premises or systems or otherwise under its control. Confidential Information does not include information that (i) is part of the public domain; (ii) was already known to or in the receipt of the receiving party at the time of disclosure; (iii) was lawfully disclosed to the receiving party by a third party not otherwise subject to confidentiality; or (iv) was independently developed by a party without use of or reference to the other party’s Confidential Information. The receiving party may disclose Confidential Information pursuant to a lawful court order requesting disclosure provided, however, that (a) the receiving party must give prompt notice to the disclosing party, (b) allow, where practical, the disclosing party to seek protection of such Confidential Information, and (c) the receiving party only discloses Confidential Information that is the subject of the order. Each Party’s confidentiality obligations hereunder shall continue for two years following termination of this Agreement.
Representations and Warranties
Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into the Agreement and to perform the acts required of it hereunder, and (ii) when executed and delivered by such Party, an Order Form, together with these Customer Terms, will constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
Customer further represents and warrants that the Customer Content and Customer’s specifications and guidelines and intended use for Creatives do not and will not infringe on third-party Intellectual Property rights, or any other third party rights, or represent false or misleading advertising. Customer also represents and warrants that its hardware, software, data and systems do not contain, and will not introduce or transmit, any virus, worm or other routine that could disable, erase or otherwise harm the COMPANY Platform or its users.
Disclaimer of Warranties
EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, THE SERVICES AND COMPANY PLATFORM ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Exclusion of Damages; Limitation on Liability
EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IT IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, SHALL COMPANY’S TOTAL LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO COMPANY UNDER THE ORDER FORM FOR SERVICES TO WHICH THE CLAIM OR CAUSE OF ACTION RELATES.
Customer shall indemnify, defend and hold harmless COMPANY, its affiliates, and each of their officers, directors, employees, contractors and agents from and against any and all losses, damages, liens, fines, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) or other liabilities (“Losses”), arising out of or resulting from any third-party causes of action, suits or claims (“Claims”) arising out of or relating to (i) any act, error, omission, negligence, willful misconduct, gross negligence or criminal acts of Customer; (ii) the Customer Content or Guidelines; or (iii) failure to comply with applicable laws, rules and regulations, whatever the form those Losses take. COMPANY shall provide Customer with prompt notice of any Losses or Claims arising under the Agreement and promptly tender defense of any Claims to Customer. Customer shall not settle any Claims that would require the payment of money by COMPANY, the admission of fault or responsibility by COMPANY or the obligation of COMPANY to take any action or refrain from taking any action without the express written consent of COMPANY, which COMPANY will not unreasonably withhold or delay. COMPANY reserves the right to participate in the defense of any Claim at its expense and with counsel of its choosing.
Either Party may terminate the Agreement, including any pending Order Forms, upon written notice to the other Party if such other Party commits a material breach of these Terms and such breach is not cured within the 30-day notice period. Either party may terminate this Agreement for convenience upon prior written notice at such time when no Services are provided. Customer may terminate any services for convenience upon prior written notice, provided that fees due for such services at the time of termination remain due in full, and no pre-paid fees are refundable. Any provisions of the Agreement which state they survive termination or by their nature and intended purpose should survive remain in full force and survive any termination of this Agreement.
SLON-ID INTERNATIONAL LTD (Cyprus)
Address: 3 Georgiou Katsounotou, KITALLIDES BUILDING, 3rd floor, Office 3A, Limassol
Reg. Number 435441
Contact information: firstname.lastname@example.org