ADVERTISING AGREEMENT

 

This is a legally binding agreement between the MEEMMA, MARKETING d.o.o., Kotnikova ulica 05, 1000 Ljubljana, Slovenia, registration number 8529205000, tax number 61917222 („Owner“) and the advertiser („Advertiser“). The Owner is the owner, controller or operator of the website or app. The Advertiser wishes to place advertising on the Site through the Self – Serve Ad Interfaces („Order“) to be displayed on the Meeloo devices, either for the Advertiser or for a Client.

By clicking „I accept“, you expressly acknowledge that you have read, understood, and taken steps to thoughfully consider the consequences of this Agreement, that you agree to be bound by terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with the Owner. You desire to enter into this Agreement for the purpose of accessing and using the Owners services and product.

In order to use the services, you must agree to the terms and conditions that are set forth below. Upon your executin (electronic or otherwise) of this Agreeement, you and Owner sahll be bound by the terms and conditions set forth herein.

IMPORTANT: Please review the arbitration provision set forth below carefully, as it will require you to resolve disputes with the Owner on an individual basis through final and binding arbitration. By virtue for your electronic execuiton of this Agreement and have taken time to consider the consequences of this important business decision.

SUPPLY OF SERVICE
Obligation to advertise
Subject to the other provisions of this agreement, the Owner will provide the service of displaying the relevant advertisement, as applicable from time to time under clauses „Advertisement“, on the Meeloo devices during the Advertising Period.

Submission of Advertisement
The Advertiser must submit the advertisement to the Owner by uploading an electronic version of it to the Owners Site in a format that complies with the Technical Requirements.

Rejection of Advertisement
The Owner may review or vet any proposed advertisement submitted by the Advertiser, but is not obliged to do so. The Owner is not responsible for any error or omission in any advertisement submitted by the Advertiser, even if it should have been.

The Owner may at any time by notice to the Advertiser with immediate effect reject any advertisement submitted by the Advertiser with immediate effect reject any advertisement submitted by the Advertiser that in the opinion of the Owner:
a) results in a breach of clause „Customer’s performance obligations – General obligations“
or
b) is incompatible with the Technical Requirements.

The Owner may reject an advertisement (and cease displaying it on the Meeloo device) even if the Owner has commenced providing the Service using the advertisement on the Meeloo devices.

No refund of Payment (on a pro rata basis or otherwise) will apply due to any rejection of an advertisement in accordance with this clause.

PAYMENT
The Advertiser will pay for its Orders in accordance with the following:
a) The Advertiser will comply with our Payments Terms to the extent applicable;
b) The Advertiser will pay all amounts specified in each Order you place, along with any applicable taxes. The amount the Advertiser owse for each Order will be calculated based on our tracking mechanisms;
c) The Advertiser will receive the Invoice due to instant payment.
d) The Advertiser is responsible for maintaing the security of its account, and understands that it will be charged for any Orders placed on or through its advertising account;
e) Once the Invoice is payed the Advertiser can’t cancel an Order and the adveritising will be displayed on the chosen amount of Meeloo devices;
f) The amounts we charge you may be subject to and include applicable taxes and levies, including without limitation withholdnig taxes. The Advertiser is responsible for bearing and remitting any taxes that apply to your transactions. The Advertiser will indeminfy and hold Owner harmless from and againts any claim arising out of your failure to do so;
g) The Owner reserves the right to make daily changes to the prices of service.

CUSTOMER’S PERFORMANCE OBLIGATIONS
General obligations
During the term of this Agreement the Advertiser must:
a) Comply with Laws applicable in any way in relation to the Service or relevant Advertisement;
b) Ensure that each Advertisement complies with all relevant codes, initiatives, rules, recommendations and guidlines by the Advertising Standards Bureau;
c) Not use the Service, or permit the Service to be used (directly or indirectly), in any way that is, or includes Content or links to any website or Content that:
commits, or encourages or causes to be committed by any person, any offence or any act or omission that is unlawful or would commonly be regarded as immoral;
is sexist, racist, hateful, violent, defamatory, harassing, abusive, threatening, malicious, inflammatory or otherwise objectionable;
is pornographic, sexually explicit, obscene or excessivley profane;
is fraudulent, false, misleading or deceptive;
infinges, or encourages the infringement of, a third party’s rights, including any form of intellectual property, confidentiality or privacy rights;
d) Not use the Service, or permit it to be used, in any way that could damage the reputation of the Owner or mock or belittle the Site or any person, goods or services associated with it.
e) Read and agree with the Ad policy.

Technical Requirements
The Technical Requirements comprise the following:
Recommended resolution for video Ad is 1280×720 pixel in 16:9 aspect ratio (720p). The Owner recommends mp4 file format in compressed with H.264 video compression codes. Ideal framerate is 30 frames per second or below. Maximum time of video or still image Ads is 30 seconds. Optimal resolution for still image Ad is 1280×720 pixel in .jpg file format;
All images, graphics, video, text and other Content in the Advertisement must be (as applicable) clear and legible;
The Advertisement must be recognisable as an advertisement and as being distinct from the Content of the Site and must include the name, brand or logo of the Advertiser of Client (as applicable);
The Advertisement must present as a single advertisement and must not be segmented or contain repeated copies of the same same or similar image;
The Advertisement must be compatible with the software used to operate the Site and the configuration of that software.

Overriding Owner Rights
At all times the Owner retains the right to edit or revise the Site or app.

WARRANTIES AND LIABILITY
Exlusion of other terms
To the extent permitted by law, and except as expressly provided in this Agreement, all terms, conditions, warranties and representations (in each case whether express, implied, statutory or otherwise) relating in any way to the Service, any incidental Service of this Agreement are excluded.

The Owner excludes all warranties or representations regarding the number of visitors to the Site and the Advertiser agrees that the Advertiser has not relied on any information regarding same.

Given the nature of technology, the Owner does promise that the Service will be provided a continuos or fault free basis. To extent permitted by law, the Owner excludes all liability in relation to:
a) Any fault in, or failure, of, any equipment (e.g. Servers or networking equipment) used in connection with the supply of the Service;
b) Any fault or failure in the supply of the Service involving any act, omission or event outside of the Owner’s reasonable control, including any equipment failure, power failure, fire, flood, water, labour dispute or shortage, utility curtailment, explosion, emergency, civil disturbance, war, governmental action or act or omission of any Supplier or other person.
If the Owner becomes aware of any such fault or failure, the Owner will use reasonable endeavours to adress it. The Advertiser must promptly notify the Owner of any fault of which the Advertiser becomes aware.

General limitaion of liability
Without limiting the next clause („Exlusion of catergories of loss“) to the extent permitted by law, any liability of the Owner in connection with the Service, any Incidental Service or this Agreement:
a) Under any condition or warranty that by law cannot be excluded (Statutory Warranty);
b) Under any guarantee or other right under any statute (including the Competition and Consumer Act) (Consumer Guarantee);
c) on any other basis (including contract or neglience),
is permitted by law, limited at the opinion of the Owner to the replacement, repair or resupply of the relevant goods or services of the payment of the cost of same.

Despite any other provision of this Agreement, no provision of this Agreement other than this clause limits or excludes any liability of the Owner under a Consumer Guarantee or Statutory Warranty.

Exclusion of categories of loss
The following applies only to the extent permitted by law. All liability of the Owner is exclued in respect of any indirect or consequential Loss suffered or incurred by the Advertiser, iin relation to:
a) The Service or any Incidential Services;
b) Any delay or failure in providing any of them;
c) Otherwise under or in connection with this Agreement,
and in any event (including where amouting to a direct loss) for any lost profits or goodwill or lost or corrupted data.

Indeminity
To the maximum extent permitted by law, the Advertiser hereby indemnifies and must keep indemnified the Owner against all Losses incurred by the Owner in relation in any way to:
a) Any neglience of the Advertiser or any breach of this agreement by Advertiser;
b) Any Claim against the Owner, or any Supplier, by any person in relation to any Content included in any Advertisement;
c) Where the Advertiser submits an Advertisement at the request of, or for the benefit of, a Client – any Claim against the Owner by that Client.

This indemnity may be enforced by the Owner before and without incurring any expense or making any payment to any person.

Advertiser shall defent, indemnify and hold harmless Owner and its affiluates, subsidiaries, and their respective directors, officers, principals, maganers, members, partners, shareholders, employees, and controlling persons and their affilates, againts any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, award, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the cost of enforcing any right to indemnification, arising out of resulting form its breach of this Agreement; neglience oe willful 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 Ad or any website linked to from an Ad; and any other claims of any nature arising form or attributable to the publication or distribution of any Ad.

Maximum liability
Without limiting the above, to the extent permitted by law the total liability of the Owner arising in any calendar year in any basis (including in contract or neglience) relating in any way to the Service, any Incidental Service or this Agreement is limited to the amount of Payment actually paid to the Owner under that caledary year.

Limitation of liability
Except with respect to Advertiser’s indemnification and confidentiality, in no event will either party be liable to the other for any conseyuential, 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 neglience) or otherwise, regardless of whether such damage was foreseable and whether or not such party has been advised of the possibility of such damages. In no event shall Owner be liable to Advertiser for any amount greater than amount paid by Advertiser to Owner under this Agreement.

Owner 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 perfomance, and any warranty regarding a) The number of persons who will access any online advertisement, on any Owners Meeloo device; b) Any benefit Advertiser might obtain from any advertising; and c) The speed, accessibility, operation or functionality of any advertising to be displayed online.

Deadlines
Despite any other provision of this agreement, any applicable dates in relation to provision of the Service apply on the basis that the owner will use reasonable endeavours to satisfy them, rahter than applying on an absolute basis. To the extent permitted by law, the Owner has no liability to the Advertiser for any failure to satisfy any date, and in any event the other provisions of this clause („Warranties and liabilites“) will aply to any such liability.

TERMINATION AND SUSPENSION
Termination for cause
Either party may by written notice to the other terminate this Agreement if the other party is subject to an Insolvency Event or if the other party is in breach of this Agreement and the breach is not been remedied within 30 days of a written notice to the other party that specifies reasonable details of the breach and requires that the breach be remedied.

Suspension
Without limiting clause „Termination for cause“ the Owner may suspend the provision of the Service or any Incidental Service if:
a) Any amount payable by the Advertiser to the owner (whether under this Agreement or otherwise) is overdue;
b) The Advertiser is in breach of this Agreement and the breach is not remedied within 7 days of a written notice to the Advertiser that specifies reasonable details of the breach and requires it be remedied.

A suspension will not affect any obligation of the Advertiser to continue Paying for the advertising.

Termination without clause
If thee Advertising period is for any indefinite period then either the Owner or Advertiser may at any time, in its sole discertion, terminate this Agreement by giving the other at least 3 months prior written notice. In any other case this Agreement will continue until it expires at the end of the advertising period and may be terminated except in accordance with this Agreement or with the mutual Agreement of the parties in their discretion.

Effect of termination or expiry
The termination or expiry of this Agreement will not affect the accrued rights of either party as the date of termination or expiry.

6. INTELLECTUAL PROPERTY
All intellectual property (including copyright and trade mark rights) in anything provided by or behalf of either party to the other in connection with this Agreement will remain the property of the party providing it (or its licensors).

7. CONFIDENTIALITY
The Owner and Advertiser each agree to keep confidential any Confidential Information of the other party, and to use the other party’s Confidential Information only for the purposes of this Agreement. This clause does not apply to any information that:
a) Enters the public domain other than by breach of this Agreement;
b) Is or becomes known by the relevant party from another source without being subject to an obligation of confidentiality;
c) is required by law to be disclosed, provided that the disclosing party uses reasonable efforts to protect the confidentiality of such information.

8. NOTICES
All notices, demands, requests and other communications required or permitted under this Agreemnet must be in writting and will be deemed to be delivered when actually received, whether sent by email, ordinary or certified mail, courier or otherwise to the receiving party.

Any notice or other written communication given under this Agreement (Notice) by either party to the other must be sent by ordinary prepaid mail or email to the corresponding address indicated to the each party, unless either party notifies the other of a change fo the relevant address.

Each party must ensure that all times the email address applicable ot it under this clause is current, and endeavour to ensure it is operational.

9. MISCELLANEOUS
Applicable law
This Agreement is to be construed according to, and is governed by, the laws of Slovenia. The parties submit to the non – exclusive jurisdiction of the courts in and of Slovenia in relation to any dispute arising under this Agreement.

Assignment and subcontracting
The Advertiser may not transfer or assign its rights or obligations under this Agreement to any other person except with the prior written consent of the Owner, such consent not to be unreasonably withheld. The Owner may subcontract any or all of its obligations under this Agreement.

Entire agreement
This Agreement constitutes the entire agreement between the Owner and Advertiser in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and, except as expressly provided, each party warrants that it has not relied on any arrangement, agreement, representation or understanding which is not expressly set out in this Agreement or incorporated by refence.

10. INTERPRETATION
Definitions
In this agreement the following terms have the corresponding meaning:
Advertising has the meaning given in the „Obligation to advertise“.
Advertisinig period means the period starting on the Start Date and continuing for the advertising period chosen by the Advertiser.
Bussines Day means a day on which the major trading banks are open for ordinary business, excluding a Saturday, Sunday or any public holiday in Slovenia.
Claim means any demand, action, suit, claim, proceeding or cause of action incurred by a person.
Client means a client of the Advertiser, any client of a client of the Advertiser, and so on.
Confidential Information of a party means all information of a confidetial nature of or relating to that party, including anything which is indicated to be subject to an obligation of confidence which is disclosed by that party to the other party in relation to this Agreement , or that becomes to the knowledge or into the possession of the other party in connection with this Agreement.
Content means information, data, documents, pictures, images, graphics, video, text or other content, iin each case in any form.
Incidental Service means any service (including software or advice) provided in connection with the Service.
Insolvency Event means the happening of any of these events:
a) In respect of a body corporate – an order made is made that it be wound up, a liquidator, provisional liquidator, receiver, manager, receiver and manager, controller, trustee or administrator is appointed over it or any of its assets or an application is made to a court, or meeting is proposed, to do any of the foregoing, it enters into an arrangement with its creditors or seeks to obtain protection from its creditors or it resolves to wind itself up;
b) in respect of an individual – the individual becomes an insolvent under administration as defined in the Corporations act.
Laws means all applicable laws, regulations, standards, codes, orders and directions, including those issued by any governmental authority.
Loss means any loss, damage, cost, interest, expense, fee, penalty, fine, forfeiture, assessment, liability or award of damages and includes legal costs on an indemnity basis and indirect or consequential losses.
Meeloo Device means the device on which will be displayed the advertisement uploaded by the Advertiser.
Payment means the amount chared to the Advertiser based on their chosen amount of the displays.
Replacement Date has the meaning given in clause „Submission of Advertisement“.
Service has the meadning given in clause „Obligation to advertise“.
Start Date means the advertising start date chosen by advertiser.
Supplier means any person from whom the Owner purchases any services in connection with the supply of any the Service.
Technical Requirements has the meaniing given in the clause „Technical Requirements“.

Rules of interpretation
In this Agreement:
a) words importing any gender include the other genders;
b) a provision must not be constructed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement.
Special conditions
To the extent of any inconsistency between the body of this Agreement and the special conditions, the special conditions will prevail.

NOTE: The Owner reserves the right to amend or supplement the Agreement. Unless otherwise specified, the changes will be effective as of the date of publication on the Website.