ADVERTISING AGREEMENT STANDARD TERMS AND CONDITIONS FOR PLACEMENT OF CONTENT ON AD:VANTAGE PLATFORM
Effective Date: Jule 01, 2019
Blu Vela SA is a technological company active in the field of new technologies, digital marketing and
new forms of advertising and multimedia communication, which exploit technologies and
infrastructures such as the blockchain to create new experiences and forms of communication and
sharing between brands and consumers.
Blu Vela SA has designed and developed the AD: VANTAGE platform (“Platform”) and the related
Mobile Applications for Android and iOS (“Mobile App”, “App”), which aims to interconnect the main
brands and consumers through innovative forms of advertising and commercial communication
and in general of multimedia content relating to the world of fashion and luxury and advanced
forms of couponing and other marketing strategies based mainly on the blockchain.
This AD:VANTAGE Terms of Service (“Terms”) apply to Advertiser (“advertiser” or “Advertiser”) access
to and use of Services (as defined in below) provided by Blu Vela SA, a Switzerland company
(“Company” or “BV”). By accessing to Platform or using Company’s Services, Advertiser agrees to
these Terms. If Advertiser does not agree to these Terms, including the mandatory arbitration
provision and class action waiver in Section 16, it can not access or use Company’s Services. The
Terms and conditions apply to all Services Company deliver to Advertiser entered into after the
Effective Date above, and may be updated from time to time.
For information about how Company collect and use Advertiser’s data, please refer to
If Advertiser has any questions about these Terms, it can contact Company at:
Advertiser and Company agree as follows:
These Terms govern the services (the “Services”) that Company makes available to Advertisers who
establish an Advertisers’ Account or Advertisers Light Account with Company, including the ability
to activate different Call-To-Action (“CTA”) and to place Call-to-Action Content (“CTA Content”) and
obtain related services through the Platform.
2. Representations and Warranties; Compliance with Laws
Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into
this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not
violate any contracts with third parties; (c) all materials and digital files submitted to Company as
CTA Content do not contain any computer viruses or other damaging code; (d) all CTA Content and
campaigns do not violate any rights of any third parties, including but not limited to copyright,
trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”),
and civil rights; and (e) it is familiar with and all CTA Content and campaigns comply with all
applicable laws, regulations, and industry guidelines. By way of emphasis, Advertiser represents
and warrants that it has obtained all necessary consents and releases before submitting CTA
Content, and all statements and direct and indirect claims made in each CTA Content are accurate
and true and supported by competent and reliable substantiation.
Advertiser also represents, warrants, covenants and agrees that (a) its CTA Content and ad
3. Platform Mechanism
Basic mechanism of Platform works in the way where Advertiser reward Users for certain action
they do on the Platform.
Advertiser choose Call-To-Action from the list of available CTA on the Platform, for regions where it
would like to activate Services. Without limiting the foregoing, Call-To-Action (“CTA”) could include:
watching a video, watching a slide show, App Installation invitation, newsletter subscription, voting,
online/offline store visiting, making reservation, invitation on Advertiser site etc.
Moment where User Complete with success CTA is called CTA Threshold.
Advertiser choose reward for the User who reach CTA Threshold.
Reward is presented in the number of ADVN Coins which User would receive in the moment of CTA
ADVN Coin is cryptocurrency which makes integral part of AD:VANTAGE blockchain.
Platform would automatically send ADVN Coins from Advertiser ADVN Wallet (“Wallet”) to User’s
ADVN Wallet as Reward in the moment of CTA Threshold.
For each transaction registered in the AD:VANTAGE Blockchain sender is obligated to pay 0,5%
transaction fee denominated in ADVN Coin. The same transaction fee is applied when Advertiser
send reward in ADVN Coins to the User who reached CTA Threshold. For example, if Advertiser send
100,00 ADVN reward to the User in the moment of CTA Threshold, Advertiser would also pay 0,50
ADVN transaction fee to blockchain nodes which process transaction.
4. Advertiser Account
Advertiser Wallet and Advertiser Dashboard makes integrate part of Advertiser Account.
4.1. Advertiser Wallet
Advertiser Wallet is a decentralised Crypto Wallet on AD:VANTAGE blockchain where all ADVN coins
for Users rewards would be hold. By activating its Advertising Account Advertiser receives wallet
address and confirms to Company right to keep Privat Key of that Advertisers wallet. This means
that Company would have full control on the transactions made by this wallet.
Advertising Wallet becomes suspended in the moment when it balance is lower than 10,00 ADVN
Advertiser could suspend Wallet voluntary in any moment, following procedure to send all remains
ADVN Coins from Advertiser Wallet to another AD:VANTAGE Wallet.
Advertising Wallet become active again when Advertiser recharge Wallet Balance to amount higher
than 10,00 ADVN.
4.2. Advertiser Dashboard
Advertiser Dashboard is web back-office where Advertiser (1) choose the type of CTA it would like to
use in the campaign; (2) insert CTA Content; (3) Define Rewards for CTA Threshold, for each
campaign it launches.
Advertiser could activate unlimited number of Campaigns for unlimited number of its Brands by
Advertiser Dashboard. For each Campaign Advertiser would receives new Advertiser Wallet.
4.3. Advertiser Account Activation
Advertiser can request to establish an Advertiser Account with the Company by Company’s internet
site at https://advnatage.is/advertiser Company will process these requests at discretion. If
Advertiser Account is enabled for activation, Advertiser will need to provide to Company information
to establish an Advertiser Account (“Account Information”), including Advertiser’s business name,
address, tax number, contact phone, e-mail, web, facebook page. Company may ask for additional
Account Information at Company’s discretion. The Account Information Advertiser provide must be
true and accurate. Advertiser must promptly inform Company whenever Advertiser Account
When Advertiser establish Advertiser Account, Company may provide Advertiser with information
related to the Services which is confidential. Advertiser have confidentiality obligations with
respect to this information and these obligations are described in Section 10.
Advertiser must maintain the security of Advertiser Account and promptly notify Company if
Advertiser discover or suspect that someone has accessed Advertiser Account without Advertiser’s
permission. If Advertiser permit others to use Advertiser Account, Advertiser are responsible for the
activities of such people that occur in connection with Advertiser Account. Advertiser are
responsible for providing and maintaining accurate contact information for Advertiser Account.
If Advertiser wish to delete or deactivate Advertiser Account, Advertiser may do so according to
Section 16, but note that Company may retain certain information as permitted by law, regulation or
5. Call-To-Action Content
Advertiser alone are responsible for the CTA Content submitted for the Platform by Advertiser
Account . Advertiser must ensure that Advertiser’s CTA Content are truthful, not misleading, comply
with all applicable laws, and, when appropriate, backed by scientific evidence.
Advertiser grant a non-exclusive, worldwide, royalty-free license to Company to reproduce,
distribute, publicly display, and modify (as needed for display on the Platform) Advertiser’s CTA
Content for the purpose of displaying Advertiser’s CTA via the Platform and otherwise providing the
Services to Advertiser under these Terms.
6. CTA Content Preparation and Acceptance for Distribution by the Platform
6.1 No Legal Review
Company does not assume any obligations to perform legal review of CTA Content.
6.2 CTA Preparation
On request, Company may assist Advertiser in preparing its CTA Content for publication. This
assistance may include design, composition, text and artwork. Company retains all rights, including
copyright, to all CTA layouts and other elements that represent the creative effort of Company or
contain material prepared by Company. Advertiser remains solely responsible for the contents of
the CTAs and for compliance with any laws regulating such advertising as represented by
Advertiser in Section 5 above.
6.3 CTA Acceptance
Submission of CTA Content by Advertiser in Advertiser Dashboard does not constitute a
commitment by Company to publish or distribute the CTA Content. Company accepts CTA Content
only by publishing or distributing such CTA Content by the Platform.
6.4 Rejection and Alteration of CTA Content
To ensure the integrity of Company’s publications and for the benefit of Company’s Users and
Advertisers, Company reserves the right to revise, reclassify, edit or reject any CTA Content or any
portion thereof at any time. Company at all times reserves the right to refuse to publish any CTA
video, photo or text or other content for any reason and regardless of whether any such CTA
Content was previously accepted by Company.
Company reserves the right to alter any CTA Content in order for the material to conform to
Company’s current technical specifications.
6.5 CTA Content Position Requests
CTA Content placement or location on the Platform is not guaranteed. Any specific CTA Content
placement condition shall not be legally binding upon Company but will be treated as a request only
and Company shall not be deemed in breach of this Agreement if it does not publish or distribute an
CTA Content in a requested position.
7. Campaign Management and CTA Analytics
7.1 Campaign Management
Advertiser is sole responsible for effect of their Campaigns and Company shall not be deemed in
breach of this Agreement for any potential Advertiser’s revenue, income, profit or any other benefit
Advertiser wants to reach by its campaign on the Platform.
Advertiser could stop any CTA in real-time by Advertiser Dashboard. Company does not guarantee
that campaign would be stoped immediately as certain CTA need time to be stoped, like time to endcurrent-
7.2 User Reward Analytics
Confirmation CTA Threshold process will be done according to Company’s standard practices for
chosen CTA. Without limiting the foregoing, a CTA Threshold is reached after User spends chosen
number of the seconds on Advertiser Page watching their CTA Content or by clicking on external link
or by clicking on selecting button, or by scanning QR code on Advertiser Point-of-Sale or by
inserting Coupon number on Advertiser’s e-commerce page etc.
Each Reward delivered for CTA Threshold would be registered as transaction in AD:VANTAGE
Advertiser has real-time analytics of all transaction registered as delivered reward for CTA
7.3 Digital Third Party Analytics and Tracking
Company could decide to activate Third Party Analytics to run on its Platform with a goal to give
more segmented information to Advertiser. Information given by Third Part Analytics are non-official
and could not change official analytics based on transaction registered on AD:VANTAGE blockchain.
7.4 Digital Collected Data Usage
Provided that Advertiser complies with all applicable laws, rules and regulations, and applicable
industry guidelines Advertiser may use data presenting in Analytics on Advertiser Account
regarding a campaign for retargeting a User. Advertiser may use advertising performance data for
internal media planning purposes only, and may disclose qualitative evaluations of such data to its
clients and potential clients only for the purpose of media planning and only when aggregated with
other campaign data.
7.5 Digital Ownership
As between the parties, Company owns all right, title and interest in and to all CTA on the Platform
(except for CTA Content) and all other content, html and code. Nothing in this Agreement or
otherwise precludes Company from using any code, design, idea, concept or material used in
connection with this Agreement on behalf of itself or any third party. Company owns all right, title
and interest in and to any data about users of its Platform. Advertiser authorises Company to bring
any claims Company may in its reasonable discretion choose to pursue to prevent third party use of
the content or data contained in any Advertiser Account, without Advertiser’s consent.
8. Financial Terms
8.1 Platform Usage Rates
Platform can be used by Advertisers only for Advertising purposes. Usage of the Platform is
calculate as a number of ADVN Coins Advertiser would like to deliver to Users as Reward. Advertiser
purchase ADVN coins from the Company. The price of Platform usage rates and ADVN Coins is
published on Company’s internet site at: www.advantage.is/merchants
8.2 Gift Card Bonus
For each purchase of ADVN Coin, Company would deliver to Advertiser Gift Card Bonus.
AD:VANTAGE Gift Card has digital format, presented and used only in the AD:VANTAGE App.
Gift Card could be co-branded with Advertiser’s brand name or Advertiser business Name.
Each Gift Card delivers to User: (a) Shopping Limit – which s right to use certain amount of ADVN
coins in AD:VANTAGE online store in the AD:VANTAGE App denominated in ADVN Coins; (b) ADVN Coins.
Nominal value of each Gift Card denominated in ADVN coins is calculated as: 1 ADVN = 0,50 EUR.
Advertiser could chose nominal value of single Gift Card and all Gift Cards from one Payment would
have that value.
For Beginner Pack total nominal value of Gift Cards, calculated as product of number of Gift Cards
and their Nominal value, would be 50% of the value Advertiser has purchased from the Company.
For Enterprise Pack and E-Commerce Pack total nominal value of Gift Cards, calculated as product of
number of Gift Cards and their Nominal value, would be 100% of the value Advertiser has purchased
from the Company.
Actual Platform usage rates and Gift Card Bonus could be find on Company’s Internet site:
8.3 Payments and Disputes
8.3.1 Advertiser Account Activation Payment
Advertiser agrees to pay Company’s 30% of its First Invoice in advanced for purpose of preparation
and activation of Advertiser Account.
Company would inform Advertiser when its account is ready, delivering also log-in credentials for
Company would accredited 30% of ADVN Coins from Advertiser’s First Purchase to Advertiser’s
Wallet on Advertiser Account before Advertiser makes its first Log-in to Advertiser Account.
Advertiser shell pay the rest of First Invoice in 15 days after Activation of Advertiser Account and
Company would deliver the rest of 70% of ADVN Coins from First Purchase and all Gift Cards from Gift
Card Bonus in 5 working days after Invoice is paid.
8.3.2 Pre-paid Advertiser Account
After first activation of Advertiser Account, Advertiser could recharge their account in any moment.
Payment in the form of credit card or ACH must be received in advance of space deadline from
accounts that have not established credit with Company. Advertisers with established credit terms
wishing to pay their account by using a credit card must make payment by the due date on the
8.3.3 Invoice Disputes
Advertiser waives any dispute regarding any item included in an Invoice unless notice and amount
of such dispute is provided to Company within thirty (30) days of the Invoice date. Send such
notices to email@example.com or call the number on the Invoice.
8.3.4 Late Payment and Collections
Except for invoiced payments that Advertiser has successfully disputed, Advertiser shall be
responsible for all costs incurred by Company in connection with the collection of any amounts
owing hereunder, including without limitation, collection fees, court costs and reasonable attorneys’
8.4 Rate Changes
Company shall have the right to revise the Platform usage rates, presented in the number of ADVN
Coins and Gift Card Bonus sent to Advertiser for any Pack, set forth in this Agreement at any time
upon notice to Advertiser of such rates. Advertiser may terminate this Agreement on the date the
new rates become effective by giving written notice within 30 days of such termination. In the
event of such termination, Advertiser shall be liable for CTA Content published prior to such
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and
charges of any kind imposed by any governmental authority on any amounts payable by Advertiser
pursuant to this Agreement. Advertiser shall be responsible for all such charges, costs and taxes
and all amounts paid and payable by Company in discharge of the foregoing taxes. This provision
shall survive the termination or expiration of this Agreement.
9. Light Advertiser Account
Advertiser could apply for activation of Light Advertising Account on Company’s internet site:
www.advantage.is/merchants Company will process these requests at discretion.
9.1. Light Account Mechanism
Advertiser authorise Company to create and manage its Advertiser Light Account, including
Advertiser Light Dashboard and Advertiser Wallet.
Company is allowed to choose and activate any CTA and Advertiser is responsible to deliver all CTA
Content and other Materials on Company request. Advertiser is solely responsible for CTA Content
like it is explained in Section 2 and Section 5. Company does not assume any obligations to perform
legal review of CTA Content.
Company would manage User Rewarding system for any CTA it uses.
Company would manage and fund Advertiser Light Wallet with ADVN coins.
Company keeps right to suspend or close Advertiser Light Account and all active campaigns at any
Advertiser could request to upgrade Advertiser Light Account to Advertiser Account at any moment
and Company would allowed or decline this request in 30 working days.
Advertiser has right to close its Advertiser Light Account at any moment by sending closing
request. Company has 30 working days to suspend Advertisers Light Account after it receives
closing request from Advertiser.
9.2 Special CTA for online and offline selling by Advertising
Special CTA makes integrated part of any Advertising Campaign on Advertiser Light Account.
Special CTA offers a Users 50% nominal value Gift Card denominated in ADVN Coins for any order
they pay in Advertisers point-of-sale, online and offline.
Confirmation of order payment is integrated in the App. Advertiser is enabled to Confirm or Reject
any Gift Card request received from the User.
After Advertiser confirm User request, Gift Card Reward become pending until Advertiser does not
pay Gift Card Fee.
9.3 Financial Terms
Advertiser agrees to pay Gift Card Fee of 25% of total revenue (including VAT or other tax) for any
pending Gift Card in 48 hours. This amount would be converted to EUR amount from any local
currency and Advertiser is obligated to pay it in EUR.
Company would deliver in 48 hours Gift Card branded with Advertisers Name to the User in the value
of 50% of the value of their Purchase. The value of Gift Card denominated in ADVN would be
calculated as: 1 ADVN = 0,50 EUR.
If Advertiser missed to pay fee, Company would block account immediately and inform User that
Advertiser failed to activate Gift Card like it was promoted and Advertiser Light Account would be
suspended until resolution of this issue.
If Advertiser delay to make a payment of all Pending Gift Cards in 48 hours 3 times in one month or
total 10 times in calendar year its account would be permanently blocked and Advertiser could not
use any kind of Services on the Platform.
In the course of Advertiser’s use of the Services, Company may disclose to Advertiser information
which Company consider confidential. Confidential information (“Confidential Information“) includes
any information, details, facts, documents, messages, correspondence, or other material which:
1. Company have not previously deliberately disclosed publicly;
2. Company indicate is confidential at the time Company share it with Advertiser;
3. is marked as private, confidential, restricted, or with similar indicators; or
4. Advertiser should reasonably conclude Company intend to keep confidential.
Advertiser agree to use this Confidential Information solely for the purpose of exercising rights or
fulfilling obligations under these Terms. Advertiser also agree to protect this Confidential
Information and to keep it secret, using no less than the same degree of care that Advertiser use
when Advertiser protect Advertiser’s own similar confidential information, and in any event at least
a reasonable degree of care.
In the event that Advertiser receive a valid order from a court or other government body which
legally compels Advertiser to disclose any Confidential Information, Advertiser agree to make every
lawful attempt to inform Company of the order and to assist Company in seeking to narrow the
scope of the order, or obtain a protective measure to protect the secrecy of the Confidential
Information. But if Advertiser are legally prevented from informing Company or Company’s attempt
to limit the scope of the order unsuccessful, then Advertiser may disclose Confidential Information
as specifically required by the order.
If Advertiser cease to be a AD:VANTAGE Advertiser, Advertiser will promptly destroy all copies of
Confidential Information in Advertiser’s possession. But Advertiser’s confidentiality obligations will
persist so long as Advertiser have access to or recall any Confidential Information.
11. Prohibited Conduct
While using or accessing Company’s Services, Advertiser will not:
• (a) violate any applicable law, contract, intellectual property or other third-party right or
commit a tort;
• (b) engage in, encourage or promote any activity that violates these Terms;
• (c) attempt to circumvent any content-limiting techniques Company employ;
• (d) develop or use any non-Brave scripts or applications designed to scrape or extract data
from the Services;
• (e) use the Services in any manner that could interfere with, disrupt, negatively affect or
inhibit other users from utilising the Services or that could damage, disable, overburden or
impair the functioning of the Services in any manner;
• (f) use the Services for benchmarking purposes or for the purpose of developing a
competitive product; or
• (g) manipulate, or attempt to manipulate, the Services in any way.
In the course of using or accessing the Services, Advertiser must not:
• (h) commit a criminal offence; violate any local, state, national, or international law;
encourage others to do so; or provide instructions for doing so;
• (i) infringe any patent, trademark, trade secret, copyright, or other similar exclusive or
proprietary right protected by law;
• (j) distribute malicious software or malformed data which is intended to or has the effect of
disrupting the operation of other computer systems; or
• (k) take any action which poses, in Company’s sole judgment, a reasonable risk of exposing
the Services or others to any harm or liability of any type..
Advertiser shall defend, indemnify and hold harmless Company and its affiliates, subsidiaries, and
their respective directors, officers, principals, managers, members, partners, shareholders,
employees, and controlling persons and their affiliates (Company and each such person being an
“Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions,
judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of
whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to
indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement;
negligence or wilful act or omission of Advertiser or its personnel or affiliates in connection with its
performance of its obligations under this Agreement; the content of, or representations made in any
CTA or any website linked to from an CTA; and any other claims of any nature arising from or
attributable to the publication or distribution of any CTA.
13. Limitation of Liability
Except with respect to Advertiser’s indemnification and confidentiality obligations, in no event will
either party be liable to the other for any consequential, incidental, indirect, exemplary, special or
punitive damages whatsoever (including damages for loss of use, revenue or profit, business
interruption and loss of information), whether arising out of breach of contract, tort (including
negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not
such party has been advised of the possibility of such damages. In no event shall Company be
liable to Advertiser for any amount greater than 50% of the amount paid by Advertiser to Company
under this Agreement.
PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION
THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY
ONLINE ADVERTISEMENT, ON ANY PUBLISHER WEBSITE OR THE ADVERTISER WEBSITE; (b) ANY BENEFIT
ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR
FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.
14. Advertiser Represented by Agency
Agency’s representative represents and warrants that he or she has all necessary authority to
enter into this Agreement on behalf of Agency. Agency represents and warrants that it has all
necessary authority to enter into this Agreement on behalf of Advertiser.
Any obligation of Advertiser pursuant to this Agreement may be satisfied by an advertising agency
which has been duly appointed by Advertiser to act on Advertiser’s behalf (the “Agency”) and shall
be deemed to be an obligation of Advertiser and the Agency. Additionally, any right of Advertiser
pursuant to this Agreement may be exercised by the Agency, and shall be deemed to be a right of
Advertiser and the Agency. Collectively, the Advertiser and Agency will be referred to as “Advertiser.”
Each shall be jointly and severally liable for the obligations of the other.
15. License to CTA Content
Advertiser grants Company a non-exclusive, perpetual, irrevocable and worldwide license to copy,
store, display, print and distribute any and all CTA Content provided by Advertiser or its agents,
including but not limited to photographs, artwork, text and graphics, in any media, presently known
or unknown, including but not limited to Company’s electronic publications on the Internet and in
any archival retrieval system whether that information is digitally stored or stored on any other
Company has no obligation to return any material (including CTA Content) submitted to Company by
or on behalf of Advertiser to Advertiser or any other party, and Company shall have no liability for its
loss or destruction. Company and its service providers shall have the right to use any CTA published
in or distributed by a Company publication for the purpose of promoting any of the products and
services of Company or applicable service provider.
(a) Company shall have the right to terminate this Agreement at any time, with or without notice to
Advertiser, for Advertiser’s failure to remit payment for Invoices by the due date of such bills. (b)
Company reserves the right to review the volume of advertising placed on a quarterly basis and to
cancel the Agreement in its sole discretion if advertising placed falls bellow 10% of the quarterly
average volume from other Advertisers in its industry in its region. Failure of Company to review the
frequency of advertising or cancel the Agreement for any reason shall not be deemed a waiver of
the right to cancel in the future or to impose any applicable rate adjustment. Advertiser shall be
liable for use of the Platform until its Advertiser Account is active (d) Advertiser shall have the right
to terminate this Agreement at any time by written notice to Company. Advertiser shall be liable for
use of the Platform until its Advertiser Account is active (e) Company shall have the right to
terminate this Agreement for any reason and at any time by written notice to Advertiser. Advertiser
shall be liable for use of the Platform until its Advertiser Account is active.
17 Other Terms
17.1 Force Majeure
Except for payment obligations, neither party will be liable for failure to perform any obligation
required under this Agreement when such failure is due to fire, flood, labor disputes or strikes,
unavoidable accident, government action, legal restrictions, electronic or electrical interference,
telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of
any third party system or product, or any other cause beyond the control of that party.
Advertiser may not resell, assign, or transfer any of its rights or obligations under this Agreement
without the prior written consent of Company. All terms and conditions in this Agreement will be
binding upon and inure to the benefit of the parties and their respective permitted transferees,
successors, and assigns. Company keeps right to resell, assigns, or transfer any of its rights or
obligations under this Agreement to another company without the prior written consent of
If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the validity or
operation of any other provision.
17.4 Relationship of Parties
Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint
enterprise, employment or fiduciary relationship between the Parties. Company is an independent
contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to
assume or create any obligations on behalf of or in the name of the other Party or to bind the other
Party to any contract, agreement or undertaking with any third party.
17.5 Governing Law & Venue
This Agreement, including all Order documents, and all matters arising out of or relating to this
Agreement, is governed by, and construed in accordance with the substantive law (excluding
choice of law provisions) of the state of the relevant publication. Both parties hereby consent to
exclusive jurisdiction and venue of the state and federal courts in the county of the relevant
17.6 Complete Agreement, Modification, and Waiver
This Agreement constitutes the final, complete, and exclusive statement of the terms of the
Agreement between the parties with respect to all advertising and supersedes all prior and
contemporaneous understandings or agreements of the parties, unless otherwise noted in this
Agreement. This Agreement may be modified only by a written document signed by an authorised
representative of both parties. Waiver of any of the terms of this Agreement by Company in any
instance shall not prevent Company from subsequently enforcing any provision of this Agreement
in accordance with its terms.
Sections 2 (Representations and Warranties; Compliance with Laws), 7.4 (Digital Ownership), 7.3
(Digital Collected Data Usage), 8.3 (Payments and Disputes), 8.5 (Taxes), 11 (Indemnification), 12
(Limitation of Liability), 13 (Advertiser Represented by Agency), 14 (License to CTA Content), 9
(Confidentiality), 15 (Termination) and 16 (Other Terms) shall survive termination or expiration of this