Advertiser Terms and Conditions
These Happii Ads, Inc. Advertiser Terms and Conditions (these “Terms”) are entered into by Happii Ads, Inc. (“Happii Pvt Ltd”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern, and constitute the entire agreement with respect to Customer’s participation in Happii Ads’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing, the parties agree as follows:
Programs Customer authorizes Happii Ads and its affiliates to place Customer’s advertising materials (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Happii Ads. The Program is an advertising platform on which Customer authorizes Happii Ads to use automated tools to format Ads for each type of vehicle. Happii Ads may reject or remove a specific Ad at its discretion. Happii Ads may modify or cancel Programs at its discretion.
Policies Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Happii Ads policies available at http://www.Happii Ads.com/privacy-policy. More specifically, and without limitation: (i) Happii Ads does not allow the promotion of: o Counterfeit goods (ii) Counterfeit goods contain a trademark or logo that is identical to (or substantially indistinguishable from) the trademark of another. These goods mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner. o Dangerous products or services (iii) These are products or services that cause damage, harm, or injury. o Offensive or inappropriate content (iv) Hatred; violence; harassment; racism; sexual, religious, or political intolerance, or organizations with such views. o Incitement (v) Content that is an incitement to riot, or an incitement to engage in acts of force or violence. (vi) Content that is an incitement to burn or destroy property Content that promotes unlawful assembly or the causing of a disturbance o Adult-oriented content Offline adult entertainment, adult merchandise, dating services, international bride services, sexually, suggestive content, images containing exposed skin and nudity Prohibited content.
The determination of whether Program Use violates these policies is in the sole discretion of Happii Ads. Happii Ads may change these policies from time to time in its sole discretion. Customer assumes full and complete responsibility and liability for the content (including text representations, illustrations and copyrights) of all Ads, the Program and all Use, and shall indemnify and save Happii Ads harmless against any demands, claims or liability. Happii Ads will not consider adjustment of payment for any advertisement involving typographical errors or erroneous insertion unless notice is given to the Credit Manager within ten (07) days of receipt of the first monthly statement showing the charge in question. Happii Ads shall not be held liable for more than one incorrect insertion of any advertisement.
Customer Representations and Warranties Customer represents and warrants that it has the rights to publish, transmit and make copies of the contents of the Ads and all text, data, still pictures, illustrations, graphics, other visual materials and/or audio materials, trade names, trademarks, service marks and metadata that Customer includes within an Ad or otherwise provides to Happii Ads for incorporation into any Ads (collectively, the “Advertiser Content”), and any other material that Customer provides to Happii Ads, without infringing any rights of any third party or violating any applicable laws, rules or regulations. Customer further represents and warrants that (a) all Ads and Advertiser Content comply with all applicable governmental and industry codes, rules and regulations and with Happii Ads’s policies, (b) the Ads and Advertiser Content contain no defamatory matter and do not violate any right of privacy or publicity, or any other proprietary or other rights of any third persons, and (c) the Ads and Advertiser Content do not give rise to any product liability or other claim.
Indemnification Customer agrees to indemnify and hold Happii Ads, and each of its affiliates and their respective officers, directors, shareholders, employees and vendors, harmless against any and all liability, loss or expense: (i) arising from any violations of law, claims for defamation, libel, unfair competition, unfair trade practices, deceptive advertising, violation of rights of privacy or of publicity, claims for royalties, infringement of trademark, trade name, copyright or any other proprietary rights, or any other claims, causes of action or the like arising directly or indirectly from the publication of the Ads, the Advertiser Content or any material furnished by Customer or created by Happii Ads at Customer’s request; and/or (ii) resulting from Customer’s breach of any representation or warranty hereunder. Customer agrees to pay all costs of any such actions, including expenses and reasonable attorneys’ fees for counsel of Happii Ads’s selection. Each party shall give the other prompt notice of the assertion of any claim or the commencement of any action that may expose the other to liability.
DISCLAIMER; LIMITATION OF LIABILITY HAPPII ADS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, NON-INFRINGEMENT OR TRADE USAGE. IN NO EVENT SHALL HAPPII ADS OR THEIR VENDORS BE LIABLE FOR ANY CONSEQUENTIAL
OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), PUNITIVE DAMAGES OR MONETARY DAMAGES OF ANY TYPE WHATSOEVER. THE AGGREGATE LIABILITY OF HAPPII ADS SHALL BE LIMITED TO THE AMOUNT PAID TO HAPPII ADS BY CUSTOMER UNDER THE CONTRACT OR A MAKE-GOOD PLACEMENT OF THE AD OR OTHER PRODUCT AT A LATER TIME IN A COMPARABLE POSITION, AT HAPPII ADS’S DISCRETION.
DISPUTES ANY DISCREPANCY, DISPUTE OR DISAGREEMENT BY CUSTOMER WITH HAPPII ADS, AN AD, PROGRAM OR AMOUNT CHARGED HEREUNDER (A “DISPUTE”) MUST BE REPORTED TO HAPPII ADS IN WRITING WITHIN SEVEN (7) BUSINESS DAYS FROM THE LAST SCHEDULED PUBLICATION OF THE AD OR THE INVOICE DATE (WHICHEVER IS LATER), TIME BEING OF THE ESSENCE. CUSTOMER‘S FAILURE TO DO SO SHALL CONSTITUTE A WAIVER OF ANY CLAIM BY CUSTOMER ARISING FROM THE DISPUTE.
LICENSE AGREEMENT AND INTELLECTUAL PROPERTY OWNERSHIP Happii Ads represents and warrants that it is the owner, licensee or sub-licensee of various advertisement materials and application tools, and Advertiser represents and warrants that it is the sole owner of all elements of text, graphics, photos, designs, trademarks, service marks, logos or other artwork provided to Happii Ads for inclusion in the campaign (the “Materials”), or Advertiser has duly and validly received permission from the rightful owner(s) to use the Materials.
Advertiser grants to Happii Ads a non-exclusive a non-transferrable right and license to use the Materials in connection with the campaign. Advertiser represents and warrants that it is not aware of any trademarks or other proprietary rights which would infringe upon the Materials, and it is authorized and empowered to grant to Happii Ads a license to utilize the Materials in connection with the campaign. Advertiser will hold harmless, protect, and defend Happii Ads and its subcontractors from any liability or suit arising from the use of the Materials in connection with the campaign or as instructed by Advertiser.
Advertiser warrants that the Materials and the requested advertisement, and the use of the Materials by Happii Ads will not infringe or contribute to the infringement of any trademarks or trade names of third parties, and Advertiser shall defend and hold Happii Ads harmless from every suit or claim which may be brought against Happii Ads for any alleged infringement and agrees to pay all expenses and reasonable attorneys’ fees that may be incurred in defending any suit arising in connection with any alleged infringements, including costs and damages recoverable in every such suit or claim. Happii Ads will indemnify and hold Advertiser harmless against any third party claims for infringement of any copyright, trademark, patent or trade secret claim made against Advertiser that arise out of Happii Ads’s use of Source Files or Materials, other than such use in the Advertising Services.
Happii Ads will store all Source Files containing the Materials and Advertiser’s content for a duration of 1 year after delivery of the final advertisement, after which time Happii Ads may delete the Source Files and otherwise cannot guarantee access to the Source Files.
All Materials delivered to Happii Ads are accepted by Happii Ads at the sole and completed risk of Advertiser. However, Happii Ads will use commercially reasonable efforts to insure their safe custody and return all items requested to be returned by the Advertiser upon campaign creation.
Errors and omissions are not the responsibility of Happii Ads. The delivered advertisement will contain the exact names and spellings specified by Advertiser. It is the responsibility of Advertiser to contact Happii Ads if any changes are to be made in content before the campaign begins. Any information should be provided to Happii Ads to ensure accuracy. If no information is provided, or there are any errors contained in the delivered advertisement, Happii Ads shall have no liability therefor.
Happii Ads is the sole owner of all Source Files. Upon receipt of final payment from Advertiser, Happii Ads will deliver all Source Files and ownership of Source Files will transfer at that time.
Billing and Payment Customers’ method of billing and payment is either (i) credit card payment, or (ii) Bank Transfer/Online transfer, each as described below. All Customers are required to submit a valid credit card upon entry into these Terms and prior to the commencement of any Program.
If payment is not made in accordance with the above terms, Happii Ads may refuse to insert further advertising and all bills immediately become due and payable.
Term Commitment The advertising campaign duration commits the Customer to that specified duration for each vehicle assigned to the Customer’s campaign. A month is defined as a four week, 28 day period. The agreement begins on the day that each vehicle on the campaign starts logging payable miles. If the Customer decides to terminate any or all active Ad campaigns, the Customer will be responsible for paying an early termination fee of $1000 per vehicle.
Agencies if the entity entering the Contract as “Customer” is an agency or media placement service, then the entity that is the actual advertiser, as well as the agency or media placement service, will be jointly and severally liable hereunder as Customer. The entity entering into these Terms warrants that it is duly authorized and has the full power to bind itself and any entity on behalf of which it is acting, and agrees to indemnify and hold Happii Ads harmless from and against any and all claims, losses, damages or costs (including attorney’s fees) arising out of a breach of the foregoing warranty. Happii Ads is not responsible for any commission due to any agency or media placement firm.
Ownership Happii Ads may provide reports to Customer regarding the effectiveness of each Ad and/or Program. Such reports and all information therein are the sole and exclusive property of Happii Ads. Happii Ads, for itself and its affiliated entities, also owns all driver information (including without limitation any personally identifiable transactional data or demographic information) collected by Happii Ads during each Program. Advertiser shall not obtain any rights in such information by virtue of these Terms or otherwise.