ACCESS TO THE SERVICES

Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of mobile advertisements by bringing together mobile advertisers and publishers, as described more fully on the Site, and which are selected by Advertiser through the process provided on the Site ("Services"). Company may change, suspend or discontinue the Services (or User's access thereto) at any time, including the availability of any feature, advertisement, publisher or Content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any Advertiser at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Advertiser a notice via email or postal mail. Use of the Services by Advertiser following such notification constitutes Advertiser's acceptance of the modified terms and conditions. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

  REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in the Agreement.

  Payment Options

The campaign will start only after the receipt of PO from the advertiser or agency as the case may be. Validation of impressions or leads as the case may be will be the sole responsibility of the advertiser.

  Ad Content Responsibility

Company is absolved of all the obligations and liabilities emanating from the Advertiser's Ad content and it will be sole responsibility of the Advertiser.

Advertiser warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Ad Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive etc or otherwise violates any law or right of any third party.

Company reserves the right to remove any Content from the Site at any time, or to terminate Advertiser's right to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Advertiser's Ad Content or if Company is concerned that Advertiser may have breached the terms and conditions). Advertiser is responsible for all of its activity in connection with the Services and accessing the Site. Advertiser may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Company user. Advertiser shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity.

  INDEMNITY

Both parties undertake to indemnify each other against all claims, liabilities, expenses, costs loss or damage of whatsoever nature brought against, suffered or incurred by either party, arising out of or in connection with: (a) Any breach of the terms and conditions of this agreement by either party(b) Any act, omission, fraud and negligence or default whatsoever or any of either parties or officers, employees or agents(c) Any infringement or any intellectual property right or any other right of any third party or of law.

  FORCE MAJEURE

SpotOn shall not be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of the company, including but not limited to electrical outages, failure of Internet service providers, failure of mobile service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

  MISCELLANEOUS PROVISIONS

  Relationship

The Parties hereto are acting independently on a principal-to-principal basis. Nothing in this Agreement shall be construed as creating a partnership or joint venture between SpotOn and the Advertiser. Neither Party shall be deemed to be an agent of the other Party as a result of any transaction under or related to this Agreement, and will not in any way pledge the other Party's credit or incur any obligation on behalf of the other Party.

   Severability

If any term or provision of this Agreement shall be determined to be invalid or unenforceable under the laws of India, such term or provision shall be deemed severed from this Agreement and a reasonable valid term or provision, as the case may be, to be mutually agreed upon by the Parties shall be substituted. In the event that no reasonable and valid term or provision can be so substituted, the remaining terms or provisions of this Agreement shall remain in full force and effect and shall be construed and interpreted in a manner that corresponds, as far as possible, with the intentions of the Parties as expressed in this Agreement.

If any provision of this Agreement is declared void or unenforceable by any judicial or administrative authority, this will not ipso facto nullify the remaining provisions of this Agreement and Parties shall mutually agree and reformulate this Agreement so as to preserve the original intent of the Parties.

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and to their respective assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of the other Party.

  ACCESS TO THE SERVICES

Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of mobile advertisements by bringing together mobile advertisers and publishers, as described more fully on the Site, and which are selected by Publisher through the process provided on the Site ("Services"). Company may change, suspend or discontinue the Services (or Publisher's access thereto) at any time, including the availability of any feature, advertiser without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any Publisher at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Publisher a notice via email or postal mail. Use of the Services by Publisher following such notification constitutes Publisher's acceptance of the modified terms and conditions. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.

  REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in the Agreement.

  OBLIGATIONS OF THE PUBLISHERS

• The Publisher shall ensure that it has the permission from the consumer for the use of SMS inventory for advertising.
• The Publisher shall provide accurate information regarding the SMS inventory to SpotOn and shall keep updating the information for it to remain current and accurate.
• The Publisher shall deliver the SMS inventory to SpotOn for executing campaigns including any profiling information such as content categories, volumes etc.
• The Publisher shall provide timely, accurate and reliable MIS on all delivered campaigns on the SMS inventory on a daily basis or as agreed with SpotOn.
• The Publisher agrees that no information of any nature related to SpotOn or its Advertiser or campaigns will be shared or made public without prior written consent of SpotOn.
• Publisher shall not, and shall not authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software.

  CONTENT RESPONSIBILITY

Company is absolved of all the obligations and liabilities emanating from the Publisher's content and it will be sole responsibility of the Publisher.
Publisher warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any “Content” that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive etc or otherwise violates any law or right of any third party.

Company reserves the right to remove any Content from the Site at any time, or to terminate Publisher's right to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Publisher's Content or if Company is concerned that Publisher may have breached the Terms and Conditions). Publisher is responsible for all of its activity in connection with the Services and accessing the Site. Publisher may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Company user. Publisher shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity.

Publisher agrees to direct to Company and not to any advertiser all communications regarding any matter arising out of Publisher's relationship with Company. Without limiting the foregoing, Publisher shall not initiate any communication of any kind that encourages, solicits, induces, diverts, entices or otherwise takes away from Company the business or patronage of an advertiser of the Company.

  INDEMNITY

Both parties undertake to indemnify each other against all claims, liabilities, expenses, costs loss or damage of whatsoever nature brought against, suffered or incurred by either party, arising out of or in connection with: (a) Any breach of the terms and conditions of this agreement by either party(b) Any act, omission, fraud and negligence or default whatsoever or any of either parties or officers, employees or agents(c) Any infringement or any intellectual property right or any other right of any third party or of law.

  FORCE MAJEURE

Neither Company nor Publisher shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, failure of mobile service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

  MISCELLANEOUS PROVISIONS

  Relationship

The Parties hereto are acting independently on a principal-to-principal basis. Nothing in this Agreement shall be construed as creating a partnership or joint venture between Company and the Publisher. Neither Party shall be deemed to be an agent of the other Party as a result of any transaction under or related to this Agreement, and will not in any way pledge the other Party's credit or incur any obligation on behalf of the other Party.

   Severability

If any term or provision of this Agreement shall be determined to be invalid or unenforceable under the laws of India, such term or provision shall be deemed severed from this Agreement and a reasonable valid term or provision, as the case may be, to be mutually agreed upon by the Parties shall be substituted. In the event that no reasonable and valid term or provision can be so substituted, the remaining terms or provisions of this Agreement shall remain in full force and effect and shall be construed and interpreted in a manner that corresponds, as far as possible, with the intentions of the Parties as expressed in this Agreement.

If any provision of this Agreement is declared void or unenforceable by any judicial or administrative authority, this will not ipso facto nullify the remaining provisions of this Agreement and Parties shall mutually agree and reformulate this Agreement so as to preserve the original intent of the Parties.

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and to their respective assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of the other Party.