These terms and conditions (“Agreement”) are entered into by the advertiser or advertiser authorised agent (“Advertiser”) and the social media platform or platforms (“Platform”) on which Advertiser wishes to place advertisements. This Agreement governs Advertiser’s relationship with the Platform with respect to the Platform’s provision of advertising services.
1. Advertising Content
a. Advertiser represents and warrants that all advertising materials provided to the Platform by Advertiser (the “Advertising Content”) will (i) not infringe upon, misappropriate, or violate any copyright, trademark, patent, trade secret, or other intellectual property right or any proprietary right of any third party, (ii) not be fraudulent, deceptive, or misleading, (iii) not contain any virus, Trojan horse, or other harmful or destructive program or code, (iv) comply with all applicable laws, regulations, and industry standards, and (v) be in compliance with the Platform’s advertising policies.
b. Advertiser acknowledges that the Platform reserves the right to refuse any Advertising Content that does not comply with the Platform’s policies or that the Platform determines in its sole discretion may be unsuitable for placement on the Platform.
c. Advertiser acknowledges that the Platform may, in its sole discretion, modify any Advertising Content submitted by Advertiser to conform with the Platform’s technical requirements, formatting specifications, or other capabilities.
2. Payment and Billing
a. Advertisers agree to pay to the Platform all fees, charges, and other amounts due for the placement of Advertising Content on the Platform.
b. The Platform may require that Advertisers provide a credit card or other payment method to be used for payment of fees and charges.
c. Advertiser authorises the Platform to charge the credit card or other payment method provided by Advertiser for all fees and charges owed by Advertiser under this Agreement.
d. Advertisers are responsible for timely payment of all fees and charges owed, and agree to pay interest on any overdue amounts at a rate of 1.5% per month or the maximum legal rate, whichever is less.
3. Termination and Cancellation
a. Either party may terminate this Agreement at any time upon written notice to the other party.
b. The Platform may terminate this Agreement immediately and without prior notice to Advertiser if the Advertising Content submitted by Advertiser violates any law, regulation, industry standard, or the Platform’s policies.
c. Advertisers may cancel any advertising campaign at any time, but Advertisers will still be responsible for all fees and charges incurred up to the time of cancellation.
4. Indemnification and Liability
a. Advertiser shall indemnify and hold harmless the Platform and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Advertiser’s breach of any representation, warranty, or obligation under this Agreement, or the placement of any Advertising Content on the Platform.
b. THE PLATFORM SHALL NOT BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR LOSS OF DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ADVERTISING SERVICES PROVIDED UNDER IT, EVEN IF THE PLATFORM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. THE PLATFORM’S TOTAL LIABILITY TO ADVERTISER OR ANY THIRD PARTY SHALL NOT EXCEED THE AMOUNTS PAID BY ADVERTISER TO THE PLATFORM FOR THE ADVERTISING SERVICES GIVING RISE TO THE CLAIM.
5. Miscellaneous
a. This Agreement constitutes the entire agreement between Advertiser and the Platform with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.
b. This Agreement may not be modified or amended except by written agreement signed by both parties.
c. This Agreement shall be governed by and construed in accordance with the laws of the state or province in which the Platform is headquartered, without regard to its conflict of laws rules.
d. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
e. The parties hereto are independent contractors and nothing herein shall be deemed to create any agency, joint venture, or partnership relationship between them.
f. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.