STAR 5 DIGITAL SOLUTIONS INC. Advertiser Terms and Conditions
Please read these Terms and Conditions (“Agreement”, “Terms and Conditions”) carefully before using www.star5.fr (“the Site”) operated by STAR 5 DIGITAL SOLUTIONS INC. (“Company”, “us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of the Site at www.star5.fr
By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions. Capitalized terms are defined in this Agreement.
Our company STAR 5 DIGITAL SOLUTIONS INC. is a full-service advertising network that provides advertising and marketing consulting services, mass media market analysis, and buying advertising space.
You (hereinafter referred to as “The Advertiser”) is a person or entity identified as the advertiser in the associated “Advertising Placement Insertion Order(s)”, hereinafter collectively referred to as the “Parties” and each individually as the “Party”. The Parties have concluded this Agreement as follows:
These Terms and Conditions for Advertisers, together with any associated Advertising Placement Insertion Order(s), collectively “Agreement“, define the principles of advertisements submitted to the Company, which places them on Publishers’ websites by means of its own web platform.
1. Definitions. The following terms shall have the meanings given to them below.
1.1. “Advertiser” shall refer to the person or entity identified as the advertiser in the associated Advertising Placement Insertion Order(s).
1.2. “Advertising Placement Insertion Order” is a written authorization to print an advertisement or to broadcast a commercial. It is a purchase order that the Advertiser issues for the Company.
1.3. “Advertising” shall mean text-based, graphical, interactive, rich media, video, or other online advertisements, including banners, buttons, pop-ups, pop-unders and video advertisements without any limitation.
1.4. “Publisher” shall refer to each and every owner of websites, which place advertisings through the Company’s platform.
2. Representation, Warranties and Covenants.
2.1. Mutual Representations, Warranties and Covenants.
Each party hereto represents, warrants and covenants to the other party that:
2.1.1. The implementation of this Agreement by such party and the execution by such party of its binding obligations and duties to the extent set forth hereunder do not and will not violate any agreement to which it is a party or by which it is otherwise bound.
2.1.2. When performed by such party, this Agreement will constitute the legal and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.
2.2. The Advertiser’s Representations, Warranties and Covenants.
2.2.1. The Advertiser has and will have all necessary rights for its Advertising to be delivered to Publisher Websites through the Company’s networking platform.
2.2.2. No claim has been made that The Advertiser does or may not have any right with respect to the Advertising.
2.2.3. No Advertising placed by the Advertiser will:
(i) infringe the intellectual property rights, rights of privacy or any other rights whatsoever of any third party;
(ii) be false, deceptive, misleading, unethical, unlawful, defamatory, libelous, threatening, harassing, hateful or discriminating;
(iii) launch auto-install executable pop-ups, ActiveX, hidden browser windows, prompted executable or other questionable media content;
(iv) cause disruption to any computer, computer system, network and shall be free from viruses or malicious code.
Advertisements placed by the Advertiser will:
(v) comply with all applicable laws and regulations of the Latvia;
(vi) where an advertisement includes a competition, prize draw or similar promotion, comply with, and the competition, prize draw or promotion shall be conducted by the Advertiser, in accordance to all applicable laws and regulations, and the Advertiser shall be responsible for the provision of all prizes.
2.2.4. Advertisers and advertising representatives are fully responsible for content of the advertisement. Upon ordering advertisement the Advertiser agrees to reimburse and compensate the Company for any court costs incurred in the event of a lawsuit that may result due to the content of the Advertiser’s advertisements.
3. No Exclusivity.
The Advertiser agrees that the Company is not restricted in representation of any other advertisers.
4. Remedy at Law.
In the event of any dispute arising out of or relating to this Agreement, the Advertiser’s sole remedy shall be an action for damages at law.
5. Legal Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the Company shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.
For any disputes or discrepancies you may have with STAR 5 DIGITAL SOLUTIONS INC., you agree to first contact us and attempt to resolve the dispute with us informally. Any controversies, disputes or claims arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the Philippine Dispute Resolution Center (PDRC). The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitrator shall take place in The Philippines, or otherwise mutually agreed upon by the parties.
All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copy no later than 30 days after the notice of arbitration is served.
The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
The Advertiser shall indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, assigns and successors (“the Company Parties“) against any liability, damage, loss or expense (“Losses“) incurred by or imposed upon the Company Parties in connection with any third-party claim, suit, action, demand or judgment (“Claims“). The Advertiser will not enter into any settlement or compromise of any such claim, without the Company’s prior written consent. The Advertiser agrees to reimburse promptly the Company for any sums, costs or expenses (including reasonable attorney’s fees and expenses, settlement costs and disbursements) incurred by the Company in connection therewith.
8. Limitation of Liability.
The Company shall not be liable for:
(i) any delays in the delivery of any Advertising placement;
(ii) consequential damages of any nature whatsoever;
(iii) anything affecting the production of an Advertising placement in the event of an act of God, network difficulties, action by any government entity, electronic malfunction or any other condition beyond the control of the Company.
No party will be liable for failure to perform or delay in performing any obligation (other than the payment of money) under this Agreement if such failure or delay is due to earthquake, flood, fire, war, strike, riot, insurrection, embargo, blockade, governmental action, legal prohibition, damage, destruction or any other similar cause beyond the control of such party.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INDICENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
In some jurisdictions, it is not permitted to limit liability and therefore such limitations may not apply to you.
Merchant will not sell, purchase, provide, exchange or in any other manner disclose Account or Transaction data, or personal information of or about a Cardholder to anyone, except, it’s Acquirer, Visa/Mastercard Corporations or in response to valid government demands.
Each party (“Receiving Party“) understands that the other party (“Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, end user information, software, specifications, research and development and proprietary algorithms or other materials that is (a) clearly and conspicuously marked as “confidential” or with a similar designation; or (b) is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).
The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance.
The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were party to this agreement.
If any provision of this Agreement is held to be illegal, unenforceable or invalid for any reason, the Parties agree that the remainder of this Agreement is not to be affected thereby and there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.
11. Independent Contractors.
It is the intention of the Company and the Advertiser that the Company and the Advertiser are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement shall be construed to constitute a partnership or joint venture or any other fiduciary relationship.
12. Rejection of Advertising.
The Company has the right to reject, omit or exclude any Advertising for any reason at any time without any liability whatsoever, with or without notice to the Advertiser.
The Advertiser may terminate this Agreement upon providing thirty (30) business days notice in writing to the Company. The Company may terminate this Agreement upon providing seven (7) business days notice in writing to the Advertiser. In either case, the Advertiser shall remain liable for all costs incurred prior to termination. However, if either party is in material breach of this Agreement and such breach is not cured within 5 business days of being notified in writing of the breach, then that party may immediately terminate this Agreement and have no liability for any payment related to services performed after the breach notice has been provided.
The Advertiser agrees that all frequency and/or volume discounts are based on the Advertiser’s fulfillment of the schedule indicated in the Advertising Placement Insertion Order. If this schedule is not fulfilled or cancelled, the Advertiser pays the standard price.
15. Advertising Delivery.
Given level of circulation, distribution, reach or readership for any advertisement is not guaranteed by the Company.
16. Traffic Reports.
The Company reports traffic to the Advertiser in a manner and on a schedule determined by the Company unless otherwise requested in writing by the Advertiser and agreed in writing by the Company. Payments to the Company shall be due and payable at the rate and full amount provided for herein, based upon the measurement criteria as reported to the Advertiser by the Company.
17. Billing & Collections.
Payments to the Company must be made in full before any advertising launch. Invoices may be rendered on the Start Date of the contract period set forth in the Order.
18. Refund Policy.
Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent of the other in the case of an acquisition, merger, consolidation, reorganization or sale of its assets. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
20. Amendment, Waiver.
No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both parties. The waiver by any party of any breach or default will not constitute a waiver of any different or subsequent breach or default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.
All notices, requests, consents, and other communications under this Agreement should be given in writing and shall be deemed given when delivered via:
(i) Certified mail, return receipt requested, all charges prepaid;
(ii) Royal Mail, Federal Express, UPS One-Day Service, or other similar courier service, with proof of sending;
(iii) Hand delivery, with acknowledgement of receipt.
22. Governing Law.
You agree that this Terms and Conditions and any dispute arising out of your use of this web site or our products or services shall be governed by and construed in accordance with local laws where the headquarters of the owner of this web site is located, without regard to its conflict of law provisions. By registering or using this web site and service you consent and submit to the exclusive jurisdiction and venue of the county or city where the headquarters of the owner of this web site is located.
23. Entire Agreement.
This Agreement, together with the Insertion Order represents the entire agreement between the parties with respect to the subject matter hereof and will supersede all prior agreements and communications of the parties, oral or written. Except in the case of fraud, no party shall have any right of action against any party to this Agreement arising out of or in connection with any pre-contractual statement. For the purposes of this clause “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement made at any time prior to the date of this Agreement.
24. Miscellaneous Information
(i) In the event that this Terms and Conditions conflicts with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of this Terms and Conditions will remain valid and intact;
(ii) The failure of either party to assert any right under this Terms and Conditions shall not be considered a waiver of any that party’s right and that right will remain in full force and effect;
(iii) You agree that without regard to any statue or contrary law that any claim or cause arising out of this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be forever barred; (iv) We may assign our rights and obligations under this Terms and Conditions and we shall be relieved of any further obligation.
This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof. This Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing.