Crimtan Inc. Advertising Terms & Conditions (United States)

Pursuant to one or more Insertion Orders (individually and collectively, an “IO”) that incorporate by reference these Crimtan Inc. Advertising Terms and Conditions (these “Ts & Cs”), Crimtan Inc., a Delaware corporation with its principal place of business at 79 Madison Avenue, Suite 16056, New York, NY 10016 USA (“Crimtan,” “we,” “us” or “our”) will perform the advertising services described in the IO (“Services”) for the Party identified therein (the “Advertiser” or “Agency”). Advertiser and Agency are collectively referred to as “Client”. “Crimtan” and “Client” are each, a “Party” and collectively, the “Parties”. “Agreement” means the IO and these Ts & Cs Capitalized terms not defined here have the meanings given in the IO. In the event of a conflict between the terms of these Ts & Cs and the terms of the IO, the IO shall prevail.

  1. Advertising Services
    1. Unless the IO states otherwise, Crimtan’s sole obligation is to serve the advertising materials supplied to Crimtan by Client or approved for use by Client, including images, video, artwork or text, keywords, keyword phrases, search engine placement criteria, targeting criteria, product or service information, landing pages, and other content used in connection with the Services(“Client Content”) in the placements and formats specified in the IO during the campaign flight (the “Campaign”). During the term of the IO, Client grants to Crimtan a non-exclusive, worldwide, right and license, with the right to sublicense to third-party vendors that display Client Content, to use, reproduce, distribute, modify, store, publicly display and publicly perform the Client Content in connection with performing its obligations under this Agreement.
    2. Submission of a signed IO constitutes acceptance of the rates, terms and conditions then in effect. Any modification must be in a writing signed by both parties.
    3. Unless digital properties are expressly fixed in the IO, Crimtan may place Client Content across any inventory it reasonably deems suitable. Daily campaign activity begins at 00:01 Eastern Time (ET) for U.S.-based campaigns. Crimtan may adjust the start date if Client Content or tracking assets are delayed or inventory fluctuates.
    4. All rate quotes are valid only when set out in a signed IO; Crimtan may revise quotes at any time prior to execution of the IO.
  2. Delivery & Measurement Standards
    1. Crimtan will use commercially reasonable efforts to deliver the impressions or other media units stated in the IO within the flight dates and, unless agreed otherwise, will pace delivery evenly.
    2. Unless the parties agree in writing (email will suffice) to use a third-party ad-server, Crimtan’s ad server shall be the controlling measurement for billing purposes. Crimtan aligns its counting methodology with the IAB Tech Lab/MRC standards for U.S. impression measurement.
    3. If third-party measurement is approved, the Client must provide Crimtan with access to its reporting interface and alert Crimtan to discrepancies within fifteen (15) days; unresolved variances below 10 % are deemed accepted as normal.
  3. Payment, Credit & Cancellation
    1. Agency and Advertiser shall be jointly and severally liable for all payments to Crimtan. Unless Crimtan approves credit in writing, all invoices are payable in U.S. dollars, in advance of the Campaign start. Client shall be responsible for all taxes in connection with the Services other than taxes on Crimtan’s net income.
    2. Where credit is approved, Client shall pay all invoices within thirty (30) days of invoice date. Late payments accrue interest at 1.5 % per month (or the maximum rate allowed by law, whichever is lower). Client shall also pay to Crimtan all costs and expenses, including reasonable attorneys’ fees, incurred in the collection of any delinquent amounts.
    3. Client must report any billing dispute within fifteen (15) days of the invoice date. Failure to do so waives the right to dispute that invoice.
    4. Either party may cancel a Campaign on forty-eight (48) business hours’ written notice. Client will owe media fees for impressions delivered through the effective cancellation date plus any non-cancellable third-party costs incurred by Crimtan.
    5. Crimtan will honor one (1) pause of up to seven (7) days per Campaign. Pauses do not toll notice periods for cancellation.
  4. Creative Standards
    1. All Client Content is subject to Crimtan approval. Crimtan may reject or remove any Client Content that it believes violates law, industry standards or these Ts & Cs.
    2. If Client Content is served through third-party tags, Client must supply a working sample of each creative variation in advance.
    3. Client is responsible for the functionality of all Client Content and liable for any losses arising from malfunctioning tags or assets.
  5. Limitation of Liability
    1. EXCEPT FOR CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION OR CLAIMS FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, COSTS OF COVER, OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION OR CLAIMS FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER ANY AND ALL CIRCUMSTANCES EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CRIMTAN UNDER THE APPLICABLE IO.
  6. Representations and Warranties; Indemnification
    1. Agency represents that it has the right to enter into this Agreement on behalf of the Advertiser and to grant the rights granted herein. Client represents and warrants that: (a) it owns or has the right to use the Client Content; (b) that the use of the Client Content and any products or services made available through the Client Content will not infringe on the intellectual property or other rights of third parties or violate any applicable laws; and (c) Client shall review all Client Content prepared under this Agreement for its products or services in order to ascertain that all claims or representations made therein, whether direct or implied, are (i) true, accurate and supportable by objective and reliable data in Client’s possession and are not deceptive or misleading; and (ii) Client shall confirm the accuracy and legality of the descriptions and depictions of the products and related services and/or any competitive products or services. Client is solely responsible for the Client Content and for approving the form and content of any and all content created, designed or provided to Client by Crimtan. Client is fully responsible for any claims, causes of action, fees, fines, damages, and any and all other legal liability arising out of or relating to the Client Content, any content on any digital properties owned or operated by Advertiser, whether created, designed or provided by Client or any third party.
    2. Client agrees to defend, indemnify and hold Crimtan, its parent and affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all third party actions, suits, proceedings, claims, judgments, damages, costs and expenses, including reasonable attorney’s fees, and other liabilities arising from or related to the Client Content or Client’s breach of its representations and warranties in this Agreement.
    3. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CRIMTAN, ITS PARENT, AFFILIATES, AND ALL OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES (THE “CRIMTAN PARTIES”) DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CLIENT, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES OR OTHER DELIVERABLES PROVIDED HEREUNDER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHER, THE CRIMTAN PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION.
  7. Force Majeure
    Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, acts of war, terrorism, civil disorder, governmental action, labor disputes, Internet or utility failures, or similar events.
  8. Confidentiality
    “Confidential Information” shall mean any information of either Party which is, or should be reasonably understood to be, confidential or proprietary to the disclosing Party, including, but not limited to, the terms and conditions of this Agreement and any information concerning or relating to: (i) the disclosing Party’s proprietary technology and products, including without limitation, , software, inventions, patent applications, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information; and (ii) the disclosing Party’s proprietary information relating to the disclosing Party’s operations and business or financial plans or strategies, including but not limited to, financial statements and projections, product pricing and marketing, financial or other strategic business plans or information, disclosed to the receiving Party by the disclosing Party, either directly or indirectly, in writing, orally, or visually. Each Party shall treat as proprietary and shall maintain in strict confidence all Confidential Information of the other and shall not, without the express prior written consent of such other party, disclose such Confidential Information or use any such Confidential Information other than in furtherance of its obligations hereunder. A Party receiving Confidential Information will restrict possession, knowledge, development and use of such information to its employees, agents, and subcontractors to the extent they have a need to know the information and may not use the Confidential Information for any other reason than to perform its obligations under this Agreement, except as provided herein, without the express written consent of the disclosing Party. Confidential Information does not include information that the receiving Party can document: (A) is or becomes generally available to the public other than through the fault of the receiving Party, (B) was in its possession or known by the receiving Party prior to receipt from the disclosing Party, (C) was disclosed to the receiving Party by a third party and such third party was not then under a duty of confidentiality to the disclosing Party with respect to such information, or (D) was independently developed without use of any Confidential Information of the disclosing Party. In addition, the receiving Party may disclose Confidential Information of the disclosing Party to the extent such disclosure is required by Law or by any governmental authority, provided the receiving party notifies the disclosing Party, if permitted by Law , of the applicable legal requirements before such disclosure occurs as necessary to enable the disclosing Party to obtain such protection as may be available to preserve the confidentiality of such information.
  9. Data
    As between Crimtan and Client, Client owns all right, title and interest in and to the data collected from the Campaigns, including without limitation, quotations, impressions, volumes, clicks or visualizations, reach or one-time users, visibility percentage, video rates and performance metrics (collectively, “Campaign Data”). Client hereby grants to Crimtan a perpetual, non-exclusive, worldwide right and license, with the right to sublicense, to use, reproduce, distribute, modify, store, publicly display and publicly perform the Campaign Data for its internal business use in order to provide and improve the Services. The Parties further agree that Campaign Data may be used and publicly disclosed by Crimtan in aggregate form that is not identifiable to Client.
  10. Privacy
    Client, in fulfilling its obligations under this Agreement, will ensure that it will (i) adhere to applicable privacy law and regulation including, but not limited to, Section 5 of the FTC Act and (ii) post a privacy policy and other applicable disclosures that are in accordance with all applicable laws, rules and regulations and the DAA Code. Client understands and agrees that its required privacy disclosures may include the use of the advertising option icon and other forms of enhanced privacy disclosures as stipulated by the DAA Code. Client shall further ensure that its actual privacy practices comply with its respective privacy policies. Client further agrees not to transmit to Crimtan, its information providers, licensors, licensees, consultants, contractors, agents, attorneys or employees, and Crimtan shall not solicit or collect, any personally identifiable information (“PII”) of the visitors or customers to Client’s digital properties unless required by law or court order or otherwise agreed in writing and signed by an authorized representative of Client. Both Parties understand and agree not to transfer to the other PII for the purposes of engaging in Online Behavioral Advertising as defined by the Network Advertising Initiative Code located at www.networkadvertising.org (the “NAI Code”). Client shall clearly and conspicuously post notice on its web site(s) regarding the collection, transfer and use of data collected on its digital properties by it and by third parties, including an appropriate choice mechanism that is in compliance with the applicable law.
  11. Governing Law & Venue
    This Agreement is governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state or federal courts located in New York County, New York, and waive any objection to venue in such courts.
  12. Notices
    All notices must be in writing and delivered by hand, recognized overnight courier, or email. Notices to Crimtan shall be sent to legal@crimtan.com with a copy to: Crimtan Inc, 79 Madison Ave, Suite 16056, New York, NY 10016, Attn: Legal Department. Notices to Client shall be sent to the address listed on the IO.
  13. Entire Agreement; Miscellaneous
    1. These Ts & Cs and the IO constitute the entire agreement between the Parties and supersede all prior agreements relating to the subject matter.
    2. If any provision is held unenforceable, the remaining provisions will remain in effect. Failure to enforce any provision shall not constitute a waiver.
    3. No third party shall have any right to enforce any provision of the Agreement.
  14. Publicity; Trademarks
    Client agrees that Crimtan may identify Client as a customer and may issue a press release or case study regarding the Campaign. During the Term of the Agreement, Client grants to Crimtan a non-exclusive, worldwide, limited license to use and reproduce Client’s trademarks, trade names and logos (collectively, “Client Marks”) in connection with marketing and promoting the Services. All use of the Client Marks shall be in accordance with Client’s trademark usage guidelines and shall insure to the benefit of Client.
  15. Survival
    Sections 3 (to the extent payments are owed), 5, 6, 8, 9, 11, 12, 13 and 16 shall survive termination or expiration of the Agreement.
  16. Counterparts
    This Agreement may be signed in counterparts, each of which will be deemed to be an original, as against any party whose signature appears thereon and all of which together constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signature of all of the Parties reflected hereon as signatories. A faxed signature or a signature in pdf format will have the same legally binding effect as an original signature