Agreement - Internet Advertising/Marketplace Services
Created on 10th Oct, 2017
AGREEMENT FOR INTERNET ADVERTISING/MARKETPLACE SERVICES
This Agreement for Internet Advertising Services/Online Marketplace (the "Agreement") is made,
BETWEEN: GETIT E-Commerce Company W.L.L – GETIT.QA (the "Advertising/Online Marketplace Service Provider"), a corporation organized and existing under the laws of the State of Qatar
AND: YOUR COMPANY- (the "Vendor/Seller")
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
- The Advertising Service Provider owns and operates an Internet Site located at www.getit.qa (The B2C & B2B Online Marketplace/Advertising website”) which Advertising Site contains graphical and text-based descriptions of Vendor/Seller’s listed services/products along with a hypertext link to the Vendor/Seller’s profile page. When the hypertext link is selected by the party accessing the site (“User”), the User is transported to the URL for the advertised profile page on GETIT.QA.
1. ADVERTISING MATERIALS
- The Vendor/Seller agrees to submit to the Advertising Service Provider, on or before the 5th day after acceptance of this Agreement, advertising materials to be used by the Advertising Service Provider which shall meet its Uniform Advertising Specifications set forth and described in attached hereto.
- The Advertising Service Provider has the right and option to approve or disapprove, in its absolute discretion, the content of any advertising material that the Vendor/Seller submits. If the aforesaid material does not meet its Uniform Advertising Specification, is objectionable to the Advertising Service Provider in any way, contains false or misleading information, contains any illegal information, includes any vulgar or pornographic items or any other reasons, are grounds for disapproval. If the Advertising Service Provider rejects any advertising material that the Vendor/Seller submitted, the Advertising Service Provider will notify the Vendor/Seller. 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.
- The Vendor/Seller may periodically make changes to its advertising material which the Advertising Service Provider must also approve. The Vendor/Seller will provide the Advertising Service Provider with all changed materials that Vendor/Seller desires to integrate. The Advertising Service Provider will use its reasonable efforts to make the changes that Vendor/Seller submits within 7 days after the Advertising Service Provider approve the same.
2. SERVICES TO BE PROVIDED
- The Advertising Service Provider does not guarantee any given amount of Impressions to Vendor/Seller’s page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.
- 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.
- The Advertising Service Provider will not place links to the Vendor/Seller's website or any other third party’s website, but we may use the provided content in newsgroups, message boards, email marketing and other types of IRC channels or through similar Online/Offline channels. The Advertising Service Provider will not be held accountable for any monetary damages suffered by the Vendor/Seller, sustained through contravention of this Agreement, including any to punitive damages related to lost clients and brand deterioration.
- The Advertising Service Provider shall be responsible for tracking Impressions to the Vendor/Seller page through the advertisements that are included on its site (www.getit.qa). The Advertising Service Provider will report this information via Email on an annual basis. The Vendor/Seller will agree to treat this information as confidential. The Vendor/Seller may use it for its internal business and marketing planning but may not disclose it to third parties without an advanced written consent.
3. PLACEMENT OF THE ADVERTISING: The Advertising Service Provider reserves onto its own discretion all decisions and matters concerning placement of Vendor/Seller’s advertisement on pages of the Advertising Service Provider Site, 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 operations of the Advertising Service Provider Site.
4. COMPENSATION: In consideration of its advertising services, the Vendor/Seller agrees to pay the advertising fees set forth on the fee schedule. Advertising fees will be paid annually, in advance, on or before the first day of every contract period during the term hereof. The Vendor/Seller will be responsible for all collection costs and attorney fees if it is necessary to pursue collection on an account. The Advertising Service Provider reserves the right, either to suspend advertising services until Vendor/Seller’s account is brought current or terminate this Agreement if any advertising fee is delinquent.
5. PROPRIETARY RIGHTS: 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 Vendor/Seller hereby grants the Advertising Service Provider a non-exclusive license to use the advertising material provided. Upon termination of this Agreement, the Advertising Service Provider agrees to remove the advertising materials.
6. REPRESENTATIONS AND WARRANTIES
- The Vendor/Seller represents and warrants that the advertised (Service/Product) 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 Vendor/Seller also warrants and represents that it has the unrestrictive and exclusive right to use all such materials.
- We do guarantee for that your business will be promoted to the genuine customers those who are regularly using our website (www.getit.qa), accordingly you may obtain leads for your business, but under no any circumstances do we make any promise/guarantee that listing on GETIT.QA will generate extra income for your business.
- The Advertising Service Provider makes no warranties that the advertisement contained on the Advertising Service Provider website 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.
7. INDEMNIFICATION: The Vendor/Seller 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 Vendor/Seller 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 website.
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. TERMINATION: The Vendor/Seller may terminate this Agreement, with or without cause, by giving 7 days advance notice of its intent to terminate. The Advertising Service Provider reserves the right to terminate this Agreement for any reason, with or without cause, upon written notice to Vendor/Seller.
10. ENTIRE AGREEMENT: This Agreement hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof, including GETIT.QA’s standard seller/service provider agreement applicable to all vendors, hyperlink provided: https://getit.qa/pages/standard-agreement-for-sellers. 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 parties.
11. ASSIGNMENT: The Vendor/Seller 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.
12. NOTICES: All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by certified mail, with return receipt requested.
13. GOVERNING LAW: This Agreement shall be interpreted under the laws of the State of Qatar. Any and all legal actions relative hereto shall be in the courts of QATAR.