Terms & Conditions - Advertising
A.Please read these Terms and Conditions before you place any order with MEED Media FZ-LLC (trade license number 18693), a company incorporated as a Free Zone Company with Limited Liability pursuant to the Dubai Technology and Media Free Zone Private Companies Regulations 2003 issued under Law No. 1 of 2000 of the Emirate of Dubai (as amended), whose registered office is PO Box 25960, 6thFloor, GBS building, Al Falak Street, Dubai Media City, Dubai, UAE (“MEED”, “we”, “us” or “our”).
B.These Terms and Conditions are incorporated into the Booking Form for the service or product (the “Booking Form”). The purchase or use of any service or product from MEED is subject to these Terms and Conditions.
C.These Terms and Conditions combined with the Booking Form comprise the agreement pursuant to which we provide the services (as defined in the Booking Form) to you (“Agreement”). “You” or “your” refers to the person or body corporate which has placed an order (or on whose behalf an order is placed) and includes your legal successors and permitted assigns.
D. Your completion of the Booking Form shall be an offer to purchase products and services from us subject to these Terms and Conditions. We may accept or reject your Booking Form offer at our sole discretion. When using the electronic Booking Form, we may send you an e-mail acknowledging that we have received your offer, but such email will not constitute acceptance of your offer by MEED. If we do accept your offer, we will send you a separate email confirming acceptance.
1. Content and Artwork Responsibility
Where you provide content under this Agreement, you will beresponsible for creating and/or licensing and securing all rights tofully use as contemplated by this Agreement all content in therelevant format. MEED reserves the right, but has no obligation, toreview your proposed content prior to its use and will use ourreasonable endeavours to meet any timeframes set out in theBooking Form or schedule of work. Failure by you to supply thenecessary promotional materials for your placement as indicatedby us on the Booking Form or the agreed schedule of work will notaffect your payment obligations outlined in clause ten (10) below.We retain full editorial approval over any promotional materials and the positioning of promotional materials on or in any publication will be at our sole discretion (and in any event in accordance with anycontent guidelines MEED may have in place from time to time). Wereserve the right to withdraw/reject/amend the material suppliedby you and this will not affect your obligation to pay the fees in full. In using our services and any space on or in our website or publications you agree to abide by all applicable laws, regulationsand codes of conduct and you will not engage in any activitiesrelating to our services or the website that are contrary to suchlaws, regulations and codes as well as the terms and conditions ofuse of our website.
2.1 In consideration of us providing our services to you, you assign tous with full title guarantee, for use throughout the world, the copyright (whether vested, contingent or future) in the copy supplied by you and all rights of action in respect of that copy. The above will not operate as an assignment of your trademarks, service marks and logos which will remain your property. You hereby grant to us a world-wide, non-exclusive, fully paid license; (a) to use, reproduce, digitise, publish, display and distribute materials incorporating your designated trademarks or service marks; and (b) to use, reproduce, publish, display, transmit and otherwise broadcast any and all content and other materials displayed or otherwise provided or otherwise submitted by or for You to MEED.
2.2 All legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the products (including information, software, data and reports) described in the Booking Form (the “Product”) belong to MEED or its group of companies and you obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.
3. Marketing and Promotion
The parties agree that they shall each carry out any marketing activities hereunder in accordance with all applicable laws and regulations including, without limitation, all applicable laws and regulations concerning privacy, unsolicited e-mail and data. To the extent that you plan to conduct your own e-mail marketing, you shall so advise MEED in order to obtain the correct web links and consents if applicable.
4.1 By accepting these Terms and Conditions, unless otherwise agreed in writing, you are agreeing that;
(i)Where the Terms and Conditions are agreed in conjunction withan agreed Schedule of Work (“SOW”), the schedule and contentdeliverables set out in the SOW will take precedence over these Terms and Conditions. By agreeing to the SOW, you are formallyagreeing to the responsibilities of deliverables and timings set out therein.
(ii)Single events: where one (1) event (be it a webinar,advertisement, advertorial, web profile or other one off request for a service) has been booked, in the absence of an agreed SOW, the date for that event must be scheduled and completed with us within one (1) month of the date of the Booking Form;
(iii)Series of events (be they more than one webinar, advertisement, web profile, advertorial or extended campaign (a “Series”): thedate for the first event of that Series, in the absence of an agreed SOW, must be scheduled with us within one (1) month of the date on the Booking Form and the first event of that Series must also be completed within one (1) month of the date of such booking. All remaining events in that Series must have the month they are to be delivered confirmed within one (1) month of the date on the Booking Form and must be completed within twelve (12) months of such date.
4.2 Any failure to schedule an event or Series in accordance with the SOW or the above mentioned timeframes will result in your losing the right to any outstanding events or events in the Series and does not affect your obligation to pay in full the amount set out in the Booking Form.
4.3 Once an event or Series has been scheduled you have no right to re-schedule such event or Series. Any agreement to re-schedule an event is at our sole discretion which shall only be exercised in exceptional circumstances and you may be subject to additional fees in order to effect any such change.
4.4 Where MEED is responsible for providing content to you for comment, you agree that you will cooperate with MEED in all matters relating to the provision of the services being provided and respond promptly to any request (and in any event no longer than seventy-two (72) hours) by MEED. MEED shall be entitled to treat any submission of content as approved in the event that you have not responded within the above timeframes. For the avoidance of doubt, any comment which does not approve the content must be accompanied with clear guidance by which to amend such content and provide clear instruction as to what would be acceptable for it to be valid. Further, MEED reserves the right to repeat standing copy or obtain copy to be published should any copy deadline fail to be met.
Following Your submission of the Booking Form you are liable for one hundred per cent (100%) of fees specified on the Booking Form, payable as set out in the Booking Form. Any request for thecancellation of the services shall be submitted to us in writing andany cancellation of outstanding payments therein shall be at oursole discretion which shall only be exercised in exceptionalcircumstances. Further you may be subject to additional fees. If the services are not fulfilled within one (1) month (or in the case of a series of services or campaigns, commenced within one (1) month) of our receipt of your Booking Form, MEED reserves the right tocancel the services with you being responsible for one hundred per cent (100%) of the fees specified in the Booking Form. There shallbe no obligation whatsoever for us to agree to the re-scheduling of any services or campaign that have been cancelled.
6.1 In the event that you fail to pay any sums due to us under thisAgreement we reserve the right in our absolute discretion to immediately; (a) suspend your use of our services and any materials we have provided under your contract and/or your space or pages on our website or publication; and/or (b) remove your advertisement(s) or other copy and all your materials (including without limitation your trademarks, logos and white papers) from our website.
6.2 Upon your payment of any such outstanding sums owed to us, we may in our sole discretion allow you to resume any or all of the foregoing uses in relation to our services and the space on our website, and shall inform you of our decision in writing. If your service with us is reinstated and allowed to resume, then your contract period shall thereafter be the remainder of the originally subscribed period from the date of reinstatement until expiration (as if the contract had not been suspended). This shall not in any way affect or prejudice our right to terminate the contract or any other rights or remedies available to us.
7. Registrant list
Where, as part of our obligations under this Agreement, we haveagreed to provide a list of registrants, delegates, interested parties or other such contacts (“Registrant List”), you agree to thefollowing:
8. Warranty & Indemnity
You warrant and represent to us that: (a) you have all necessaryrights to grant the rights and licences set out in your contract withus; (b) neither the promotional material provided by you nor anymaterial which you may be linked to will contain anything that isdefamatory, obscene, false or misleading or which otherwiseviolates any intellectual property rights or rights of any person or organisation; and (c) use of the material provided by you will notviolate any applicable law, regulation or right. You agree that therehave been no guarantees made by us and that no employee ofMEED, or any company within its group of companies, has made apromise or commitment that does not appear here. You agree toindemnify and hold us and any of our officers, employees andagents harmless from and against all and any claims, liabilities,expenses, losses, costs or damages incurred or suffered and anyclaims or legal proceedings which are brought or threatened, ineach case arising from any violation or infringement of third partyrights, or any breach of any of these terms and conditions.
To the furthest extent permitted by law, we do not accept liabilityfor any claims, liabilities, expenses, losses, costs or damages(including without limitation, damages for any consequential loss or loss of business opportunities and/or profits) howsoever arisingfrom the use of or inability to use the website, or any of its contents, or from any action or omission taken as a result of using the website or any such contents. In addition, we do not accept liability for any errors or omissions or claims for losses arising from any free ofcharge services. Our liability in contract, tort or otherwise arisingout of or in connection with the Agreement shall not exceed thetotal payment received by us from you in respect of the relevantservice as set out in the Booking Form. Every care is taken to avoid mistakes, but we cannot accept liability for any errors due to you,your third parties, sub-contractors or inaccurate copy instructionsreceived from any of the foregoing. Any agent who shall place anadvertisement with us shall be deemed jointly and severally liablewith the advertiser to us in respect of all matters including feesrelating to the advertisement and conditions contained therein. We do not guarantee our site to be error free, secure, continuouslyavailable or free of viruses or other harmful components and we do not guarantee the number of participants or success of anycampaign. If offered by MEED a contracted number of registrations or contacts and the contracted number are not met, we will use our commercially reasonable endeavours to make up any shortfallthrough continued marketing with the aim of delivering thecontracted number through this method. This is no way affectsyour payment obligations under these terms and conditions.
10.1 We will invoice you, plus VAT and/or any sales tax if applicable, for fees payable by you to us under this Agreement (“Fees”). You shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required by law, you shall, when making the payment to which the withholding or deduction relates, pay to MEED such additional amount as will ensure that MEED receives the same total amount that it would have received if no such withholding or deduction had been required. Fees will be invoiced on receipt of your signed Booking Form. Unless indicated otherwise on the Booking Form you will pay all invoices within fourteen (14) days of the date of that invoice.
10.2 If full payment is not received in accordance with this clause ten (10), we reserve the right to postpone the services or take such other action as we deem appropriate. In the event that full payment has not been received within thirty (30) days from the date on which your invoice was raised, MEED reserves the right (at our discretion) to cancel the services, with full payment by you immediately due and payable. Should your account fall overdue then interest may be charged at a rate of three percent (3%) per annum above The Bank of England base rate in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. Interest will be calculated daily from the due date to the payment date. In addition, we reserve the right in certain circumstances to modify our payment terms to require full payment in advance and / or require you to provide such other assurances as we may require to secure your payment obligations.
11. Data Protection
11.1 We use any personal and transitional information (e.g. name,address, e-mail, address, debit or credit card details) you supply to us in order to supply services in connection with this Agreement.
11.2 For information about how we use and treat your personal information please refer to www.meed.com/privacy-and-cookies.
11.3 You agree to comply with all applicable requirements of Data Protection Legislation in respect of any information shared with you by MEED. This clause eleven (11) is in addition to, and does not relieve, remove or replace, your obligations or rights under any Data Protection Legislation.
11.4 You shall be liable to us for damages caused by any breach of this clause eleven (11). Each party shall be liable to data subjects for damages caused by any breach of such third-party rights under these clauses.
Any notice given to a party under or in connection with thisAgreement shall be in writing addressed to that party at the address recorded in the last Booking Form or as otherwise notified in writing from time to time and shall be delivered by registered mail, commercial courier or email. A notice shall be deemed to have been received if sent by registered mail on the second working day after the date of posting; if delivered by commercial courier on the date of delivery confirmed by the courier; or if sent by email such notice shall be deemed to be given immediately if sent before 4pm or if sent after 4pm on the next working day. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13. Term and Termination
13.1 Other than in respect of VMS services which are addressed below, this Agreement shall commence on receipt of your signed Booking Form and will remain in effect until the date specified in the Booking Form or twelve (12) months from the date of the Booking Form whichever is the shorter. MEED reserves the right to refuse to accept any bookings at its sole discretion. If you breach or permit a breach of the terms of this Agreement, we may terminate this Agreement immediately upon written notice to you. In addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of a breach of the Agreement.
13.2 Without prejudice to any other rights of termination expressed in these Terms, either party may terminate this Agreement with written notice to the other on the commencement of a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction, that authorises the reorganisation or liquidation of the other party or its debt or the appointment of a trustee, receiver, liquidator, administrator, custodian or other similar official.
13.3 Either party may terminate this Agreement with written notice to the other party if the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach within fourteen (14) days after receiving written notice of the breach.
14. Force Majeure
We shall not be liable for any delay or failure to perform anyobligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any othernatural disaster, spread of any infectious disease, including(without limitation) any declared pandemic or epidemic, labordispute, riot, revolution, terrorism, acts of restraint of governmentor regulatory authorities, any lock down or similar restrictions,failure of computer equipment and failure or delay of sources fromwhich data is obtained.
You agree that during the term of the Agreement and for a periodof twelve (12) months immediately following the end of thisAgreement (howsoever caused), you shall not either directly orindirectly solicit, induce, recruit or encourage any of MEED’semployees, workers or contractors who were involved in the sale, marketing, support or production of the Licensed Product used, to leave their employment or engagement, or attempt to solicit,induce, recruit, encourage or take away employees, workers orcontractors of MEED.
16. Further Provisions
This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements andunderstandings whether oral or written relating to or in connection with your service or event. To the extent that there is anyinconsistency between these terms and conditions and the Booking Form, the Booking Form shall prevail. You may not assignany of your rights under the Agreement without our prior writtenconsent. We may assign any of our rights to any subsidiary oraffiliated company or third party or as part of a merger,reorganisation or sale of our business. This Agreement may bevaried: (a) at any time, if the variation is agreed in writing by bothparties; or (b) by MEED, upon giving you at least 14 days’ priorwritten notice (the “Term Notice Period”), provided that if you object to the variation of terms in writing within the Term NoticePeriod, the variation shall not be effective. Failure at any time toenforce any of these terms and conditions or to requireperformance by the other party of any such term or condition shallnot be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to beinvalid or unenforceable by any tribunal of competent jurisdiction,the remaining provisions shall not be affected and shall be carriedout as closely as possible according to the original intent. This Agreement does not confer any rights to or on any third party. ThisAgreement shall be governed by English law and each party agrees that the courts of England will have non-exclusive jurisdiction todeal with any disputes arising out of or in connection with thisAgreement.
17.1 You warrant that you shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to theForeign Corrupt Practices Act 1977;
(b) comply with such of MEED’s anti-bribery and anti- corruption policies as are notified to you from time to time; and
(c)promptly report to MEED any request or demand for any unduefinancial or other advantage of any kind received by or on yourbehalf in connection with the performance of this Agreement.Breach of this clause 15.1 shall be deemed a material breach of this Agreement.
In the event that you have booked a webinar or series of webinars, the following terms will apply in addition to the above (in the event of any conflict then the following terms will apply):
Except as otherwise described, MEED will handle all webinar details, including creating or otherwise arranging for the presentation of content and the recruiting of attendees. You will be responsible for providing the content to be presented at the Webinar by the agreed copy date. We reserve the right to change the live date and/or title of the webinar, and to change and/or substitute speakers or moderators, at our sole discretion.
VERDICT MEDIA STRATEGIES (VMS), WEB PACKAGE CAMPAIGNS INCLUDING STANDARD, PREMIUM AND ADVANCED WEB PACKAGES (WHICH INCLUDE BUT ARE NOT LIMITED TO STOREFRONT, NATIVE CONTENT, MAIL SHOT, VIDEO, WHITE PAPER AND BANNER) AND INFLUENCER
In the event that you have booked a strategic campaign utilising the VMS services including web packages and Influencer, the following terms will apply in addition to the above (in the event of any conflict then the following terms will apply):
In order to ensure continuity of the VMS services provided to you under this Agreement; (A) This Agreement, once accepted by us, commences on the date indicated as the start date on the Booking From and / or SOW (“Start Date”) and unless terminated sooner in accordance with this Agreement, shall continue for at least an initial term which expires on the date indicated on the Booking Form and/or SOW (the “Initial Term End Date”), (such period between the Start Date and Initial Term End Date being the “Initial Term”). For example, in the case of a multi-year deal the Initial Term End Date is the last date of the final year of the deal. After expiry of the Initial Term, the Agreement shall be automatically renewed as set out in (B) below.
(B)Automatic renewal: upon expiry of the Initial Term, this Agreementshall automatically renew for successive twelve (12) month periodsfrom the day after the Initial Term End Date (each such period being a“Renewal Period”) unless terminated by either party giving at least 90 days’ written notice prior to (i) the Initial Term End Date; or (ii) expiry of any Renewal Period (as the case may be). Where the Initial Term is fora period of less than six (6) months the above notice period shall beforty-five (45) days.
Adjustment to fees:
Unless the parties otherwise agree in writing, the Fees shall be (a) automatically increased for each Renewal Period by an amount equal to five percent (5%) of the Fees in the period immediately before the Renewal Period; or (b) otherwise adjusted for each Renewal Period as may be notified by MEED in a written notification to you prior to the Renewal Period.
Web Portal Use
The Booking Form lists the number of persons entitled to use the web-portal (“Authorised Users”). An Authorised User must work at and be an employee of yours. Access to the web-portal shall only be available to Authorised User(s) and may not be shared with other persons, either internally or externally, except as expressly provided in this Agreement. You shall comply with all laws, regulations and sanctions applicable to your access to and use of the web-portal. MEED reserves the right to monitor yours and Authorised Users’ use of the web-portal to ensure compliance with the foregoing. You agree to assume sole responsibility for the security of any passwords and other login details issued by MEED to Authorised User(s) for accessing the web-portal. Such login details are subject to cancellation or suspension by MEED at any time MEED reasonably believes you have breached this Agreement.
You shall ensure the web-portal is used in compliance with these terms and all applicable laws and regulations. You shall not do anything that causes any part of the web-portal to be interrupted, damaged or in any way impaired. You may use the web-portal solely for internal use and distribution as follows: (a) View, retrieve and display the underlying information made available from the web-portal (“Content”); (b) Electronically save Content only to the extent and for the time period necessary to use it for the purpose for which it was downloaded, but in no event longer than the term of the Agreement; (c) Distribute to employees, one-off selections of the Content in print format with the source clearly identified (d) Subject to the time limitations set out above, distribute to other Authorised Users, one-off selections of the Content in electronic format.
Except as otherwise permitted in these terms, you and any Authorised User may not: (a) Remove or alter the conditions of use, any copyright notices and other identification or disclaimers as they may appear on the website, or in any print format; (b) Make copies, electronic or otherwise, of extracts of the Content for any purpose; (c) Provide by electronic means to any person other than an Authorised User any Content; (d) Distribute or display any Content on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise commercially exploit the Content; (e) Alter or change any part of the Content or reverse engineer, decompile, modify, duplicate, create derivative works from, use electronic assessment tools on, frame, mirror, display, transmit or distribute the Content or any software in connection with the Content or web-portal; (f) Download or otherwise retain any Content for use beyond the expiry of the term of this Agreement.
You are not permitted to use the web-portal in any way that may in our reasonable judgment compete with MEED or any business we operate from time to time or is otherwise in a conflict of interest with MEED. Without prejudice to any other right we may have, we may immediately terminate this Agreement on written notice to you if we believe you are not complying with this restriction.
Although MEED will endeavour to keep the Content updated and accurate, the Content is voluminous and often changes. Accordingly, (i) MEED cannot and does not warrant the accuracy or completeness of the Content or that it is up to date; and (ii) Customer agrees that MEED will not be liable to Customer or any third party for any adverseconsequences arising as a result of or in connection with any use orreliance of the Content. Customer further agrees that MEED will not be liable to Customer or any third party to whom Customer furnishes theContent for any trading, investment, commercial or other decisionsbased on or made in reliance on the Content.
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