This Agreement shall govern participation in the Bidsopt Media Advertising program. By participating in the Program, the advertiser agrees to be bound by the Terms and Conditions.
1.Between "BIDSOPT PTE. LTD.”, having our registered address in 30 Cecil Street, #19-08 Prudential Tower, Singapore 049712. herein referred as “Bidsopt "(the provider of the services).
And the Advertiser, Ad Agency, Ad Network, their Clients, Partners and Agents; herein collectively referred to as "Advertiser". The submission of a signed release order/insertion order by Advertiser to Bidsopt DSP is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. Any and all modifications to the release order / insertion order are invalid unless acknowledged and accepted in writing by both Bidsopt DSP and the Advertiser.
Bidsopt may change the Terms and Conditions from time to time, at any time without notice to Advertiser, by posting such changes on the Site. Advertiser’s continued access or use of the Site constitutes your acceptance of the changes. It is your responsibility to regularly check the Site to determine if there have been any changes to these Terms and Conditions. BY ACCESSING, USING, BROWSING, OR REGISTERING FOR SERVICES PROVIDED THROUGH THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site. If you breach any of the Terms and Conditions, your authorization to access or use this Site or the products and services offered through it may be terminated without notice by Bidsopt DSP.
2. Registration and Password.
3.By Network Participants.
You may terminate this Agreement by disabling Your Account. You may terminate participating (or change or cease which Exchange Applications receive Ads) by removing the Bidsopt. Bidsopt will pay all undisputed amounts due to You within sixty (60) days from the last day of the month in which termination occurs.
Bidsopt may immediately terminate this Agreement, or cancel or suspend whole or in part, the Network, for any reason at any time. In addition, Bidsopt may terminate this Agreement immediately without notice to You in the event that: (i) You fail to comply with the Bidsopt Advertising Guidelines; (ii) You breach any term or condition of this Agreement; or (iii) upon receipt of claims or allegations from third parties or authorities or if Bidsopt believes You have breached any term or condition of this Agreement. Bidsopt is not required, and may be prohibited, from disclosing a reason for the termination of Your Account. All decisions regarding the termination of Accounts shall be made in the sole discretion of Bidsopt. You
5.Charges, Fees and Payment
5.1 You will pay us for all charges and fees you incur in connection with using our services. You are responsible to pay all applicable taxes arising from or in connection with your use of our services.
5.2 All our charges and fees are payable to us in United States Dollars or any other currencies that both parties agree upon.
5.3 Charges are based on our measurements which are definitive and applicable for all billings based on service rendered and product type such as impressions/clicks.
5.4 We will bill for all charges and fees at the end of the month or week (as agreed) or upon completion for usage of services whichever comes earlier. We will submit an invoice to you through e-mail or mailing address indicated on the insertion order. If we agree to your request to send an invoice to a third party on your behalf, such third party will timely pay the invoice, and if not, you will be immediately pay us all such amounts.
5.5 Any disputes about charges to your account(s) must be submitted to us in writing within 7 days of the date you receive/sight our invoice, otherwise you waive such dispute and such charge will be final and not subject to challenge
5.6 All payments of service fees and initial deposit(s) are non-refundable. If you fail to make any payment as set forth herein, you will pay all reasonable expenses (including attorneys’ fees) incurred by us in collecting such charges. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to us.
5.7 Any overdue amounts are subject to interest charges of 1.5% per month. Your account will be deactivated or suspended if your overdue exceeds more than 3 months. We reserve the right to use your information for debt collection purposes and send your account for collection of non- payments.
5.8 In the event your services are terminated, you are responsible for payment of all charges and fees incurred on or before the date of termination and all unpaid invoices issued to you. If the charges are not due or payable after the date of termination, you are still liable to pay us in full on the date of termination.
You hereby defend, indemnify and hold Bidsopt, and its affiliated companies, and each of their respective directors, officers, employees, consultants and agents harmless from any losses, damages, or costs arising from your use of the Services, or your breach of this agreement. This includes, but is not limited to, any losses, damages, or costs resulting from claims that your ads infringe upon a party’s intellectual property or other rights.
7.Ad creative license.
7.1 Bidsopt needs the right to use your ad to the extent necessary to provide you with the Services, now and in the future. For example, if you upload an ad to the Bidsopt Ad Server and request that it be served to a particular website, Bidsopt requires a license from you to do so. By using the Services, you:
a) Grant to Bidsopt , and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty- free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, and translate such ads, solely in the manner and for the purposes for which the Services are used from time to time.
b) Grant to Bidsopt, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty- free, transferable, irrevocable right to collect, use and modify any data related to your ads Grant to Bidsopt, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable, irrevocable right to use your name, logo and ads on each of their respective websites and promotional materials.
c) Represent to Bidsopt that you have the lawful right to post and distribute that ad to or through the Services and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity.
‘Bidsopt’ , ‘Bidsopt .com’ and the Bidsopt logo are, and remain, trademarks of Bidsopt , its affiliated companies, and/or its licensors; you may not copy, imitate or use any of these without Bidsopt’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Bidsopt, its affiliated companies, and/or its licensors; you may not copy, imitate, or use any of these without Bidsopt’s prior written consent.
You acknowledge and agree that all right, title and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of Bidsopt, its affiliated companies, and/or its licensors, and is protected by applicable intellectual property and other laws.
9.Identification as customer
You grant Bidsopt and its affiliated company’s permission to identify you as a customer. This includes using your name, trade name and trademark (if applicable), and generally describing your business in their marketing materials and website.
10.No Representations Or Warranties For DSP Platform
Bidsopt’s DSP platform is provided to you by Bidsopt on an ‘as is‘ and ‘as available‘ basis. Bidsopt makes no representations or warranties of any kind, express or implied, as to the operation of the Bidsopt DSP platform or any information, content or materials it contains. Bidsopt expressly disclaims any and all representations, warranties and conditions, express and implied, including any and all representations and warranties of title and non- infringement, and all implied warranties and conditions of merchantable quality, fitness for a particular purpose, suitability for a particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the Bidsopt DSP platform or the information, content or materials it contains. Bidsopt does not represent or warrant that the Bidsopt DSP platform is accurate, complete, reliable, current, or free of errors, viruses or interruptions. Bidsopt is not responsible for, and will not be liable to you in respect of, unauthorized access of your account by third parties through illegal or unauthorized means (including access through exploitation of security gaps, weaknesses or flaws, whether or not such are known to Bidsopt at the time). you expressly agree that your use of the Bidsopt DSP platform is entirely at your sole risk.
11. The Advertiser
11.1 The Advertiser shall produce content including (without limitation) text link banners, video and graphics for display on mobile display devices on which the Exchanges sites are made available.
11.2 All information provided by the Advertiser in connection with the Advertising Material created by the Advertiser should be complete, accurate and up to date. If any such information provided should be or become inaccurate the Advertiser shall register any required change on the online-system of Bidsopt as soon as reasonably possible and in any event no later than seven days after it becomes aware of such inaccuracy.
11.3 The Advertiser is responsible for ensuring that it shall at all times in connection with its use of the Platform and the Services, and that all Advertising Material supplied by it shall, comply with all relevant applicable laws and legal obligations, and all applicable codes of practice and guidelines.
11.4 Without prejudice to the obligations contained in clause 11.3 the Advertiser shall at all times comply with the Bidsopt content guidelines.
11.5 The Advertiser must not upload onto the Platform any Advertising Material which: may harm the goodwill or reputation of Bidsopt or the Exchange or bring Bidsopt or the Exchange into disrepute including any material which is indecent, obscene, illegal, defamatory, discriminatory, misleading, harmful or offensive or is otherwise in violation of any laws or regulations to which Bidsopt, or the Exchange is subject or any right of any third party.
11.6 If Bidsopt, in its absolute discretion, considers any Advertising Material to be in breach of this clause it may remove any such Advertising Material from the platform forthwith infringes the intellectual property rights or any other rights of any third party (in particular copyrights, trademark rights, personal rights or similar rights).
11.7 The Advertiser is fully responsible for the content of the Advertising Material provided to Bidsopt. The Advertiser guarantees that he is duly authorized to use all the company and product names, trademarks, brands, logos and pictures (hereinafter referred to as “Images”) contained in the advertising material and grants Bidsopt the right to use these Images within the scope of delivering the service.
11.8 The Advertiser warrants and undertakes that none of the content or any other data which it shall upload onto the Platform shall include any computer virus, routine, worm, time bomb, trojan or any other such device or mechanism of misuse.
11.9 The Advertiser shall indemnify Bidsopt against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Bidsopt arising out of or in connection with any breach by the Advertiser of clauses 11.3 -11.8 (inclusive).
11.10 Bidsopt can use the respective names and logos of any party as a reference for the advertising purpose in all media.
11.11 The Advertiser shall communicate exclusively through Bidsopt and shall make no direct contact with any Exchanges.
11.12 For the period of providing the Services the Advertiser grants Bidsopt all necessary rights of use pertaining to the Advertising Materials.
By supplying the content for the Advertising Material to Bidsopt the Advertiser grants the Exchange the right of use for the advertising content for the time of the agreed advertising period.
12. The Exchange, App Developer and Affiliate
12.1 The Exchange, App Developer and/or Affiliate will contact directly with Bidsopt and not with an Advertiser.
12.2 The Exchange, App Developer and/or Affiliate shall not take any action which might damage the good name and/or business of Bidsopt, or any Advertisers. The Exchange, App Developer and/or Affiliate shall each be responsible for ensuring the availability, functionality and content of their Mobile Advertising Sites at all times.
12.3 Automatic generation of views, clicks, leads or sales by means of technical appliances is forbidden. Bidsopt has developed anti-fraud systems, which it shall use to regularly check the traffic of the Exchange. Accounts belonging to Exchanges who engage in prohibited or fraudulent activities will be permanently removed from the Bidsopt network.
12.4 No remuneration will be paid to Exchange, App Developer and/or Affiliate in respect of fraudulent or invalid impressions, clicks or conversions. If after payment has been made to the Exchange, App Developer and/or Affiliate it is subsequently discovered that any element of the payment related to prohibited or fraudulent activities, Bidsopt may deduct the remuneration paid in respect of any such prohibited or fraudulent activities from future payments or to reclaim any sums unduly paid. Any such deduction or repayment shall be without prejudice to any claim which Bidsopt may have against the Exchange, App Developer and/or Affiliate in respect of such prohibited or fraudulent activities.
12.5 Any misuse of the ad-code on mobile advertising space is forbidden.
12.6 The Exchange, App Developer and/or Affiliate will not modify or change the ad-code provided by Bidsopt or to delete or in any way modify the tracking tags that are included in the code except where specifically agreed to by Bidsopt in writing. Each of the Exchange, App Developer and/or Affiliate undertakes to implement the ad-code only in those Mobile Advertising Sites and Advertising Materials which have been specifically cleared by Bidsopt.
12.7 Any infringement of the obligations underlying these terms and conditions, breach of contract or misuse will lead to the blocking of the Exchange’s, App Developer’s and/or Affiliates’ (as the case may be) accounts immediately. In such a case the relevant Exchange, App Developer and/or Affiliate shall, after receiving notice from Bidsopt, remove any advertising from the relevant Mobile Advertising Sites within 24 hours.
12.8 The Exchange, App Developer and/or Affiliate each warrant and undertake that every element of their Mobile Advertising Sites together with the method of publication of the Advertiser's adverts on their Mobile Advertising Sites will in each case:
a) comply with and shall not infringe all relevant statutes, regulations and other legal requirements and all relevant codes of practice, guidelines, principles etc applicable to the website;
b) not display any defamatory, immoral, illegal, defamatory, misleading, harmful or offensive content or any content which is otherwise in violation of any laws or regulations;
c) not promote, portray or endorse violence, racism, or discrimination against any sector of society;
d) not display any pornographic, indecent or obscene content;
e) not infringe the intellectual property rights (including ,without limitation copyright, trade marks, design right, database rights or patents) of any third parties;
f) not infringe any protected rights of third parties, including (without limitation) business secrets or confidentiality agreements;
g) not include anything which may damage the good name or the esteem of the Bidsopt brand or its business operations and may in the event of any breach of this clause in its absolute discretion terminate the Contract with any Exchange forthwith. Without prejudice to the obligations contained in clause 12.8 the Exchange, each of the App Developer and/or Affiliate shall at all times comply with the Bidsopt content guidelines
12.9 The Exchange, App Developer and/or Affiliate each warrant and undertake that it has the proper authorization for access to the Mobile Advertising Sites and Advertising Materials which it registers with Bidsopt, and that it is duly authorized to implement the ad-code. Each of the Exchange’s, App Developer’s and/or Affiliate's media upon which adverts are to appear must be enabled by Bidsopt. Bidsopt reserves the right to reject any proposed mobile advertising sites.
12.10 Advertising must not be placed on empty sites without site content, pure link lists or media that have not obtained prior acceptance.
12.11 For the purpose of control and optimization of quality standards (in particular, without limitation, copyrights, trademark rights, and personal rights or similar rights) Bidsopt may employ the necessary, appropriate number of ad-impressions on the registered media freely.
12.12 Each of the Exchange, App Developer and/or Affiliate shall indemnify Bidsopt against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Bidsopt arising out of or in connection with any claim brought or threatened against Bidsopt by any third party (including any claim brought by an Advertiser) arising out of any breach by the Exchange, App Developer and/or Affiliate (s the case may be)of the provisions contained in this clause 12.
13. Law and Jurisdiction
The Contract and any disputes or claims arising out of or in connection with it shall be governed by the laws of Singapore and subject to exclusive jurisdiction of the courts of Singapore