5. Authorized Users. If Company designates any of its Customers as Authorized Users to be used of Platform, Company will be guilty for their use of Platform as Company would be for some other Authorized Users. Accordingly, Company must enter into valid, binding agreements with its Customers that require them to adjust to the terms of this Agreement to use and access Platform on a limited use basis. Company’s Customers may only use and access Platform for its report intention, or for testing ad tags intention, or for mockup purpose.
As an Authorized User, Company’s Customers may engage with Platform but may not be assigned with any administrator rights. Knorex shall not have any direct or oblique liability or responsibility to any of Company’s Customers. For the avoidance of doubt, Company’s Customers are not a celebration to, or third party beneficiary under this Agreement. 7. Termination and Its Effects. Either Party may terminate this Agreement a with or without reason by offering a sixty 60 calendar days prior written notice to the other Party; b if any other Party breaches any responsibility hereunder and such breach has not been cured within seven 7 calendar days after the receipt of written notice; or c for reasons stated in Section 3, 14 or 30.
No refund will be granted in the development of termination or cancellation except for termination by the Company pursuant to Section 3, for which the refund amount will be pro rated, if relevant. Upon termination of this Agreement, all rights and responsibilities of Parties shall terminate, except any collected or owed responsibilities or undisputed fees by either Party for Services played in the course of the date of termination. Such gathered or owed obligations shall live to tell the tale the termination of this Agreement until fully settled. Sections 16, 17, 18, 19, 21, 22 and 29 will survive termination or expiration of this Agreement. 8.
Invoices and Payment. Company shall prepay all Media Spend and Service Fees incurred for the 1st three 3 months “Pilot” if Company is signing this Agreement for the first time. After Pilot, Knorex may extend credit term to Company at its sole discretion if Company is compliant and continues to be compliant with all terms of this Agreement. Knorex shall invoice according to the fee terms detailed in Order Form. Company shall pay to Knorex in the advised currency and charge methods upon Company’s receipt of an undisputed, true and accurate bill, with none induce, deduction or withholding unless at the same time agreed in writing.
In the development invoices are payable in a currency apart from U. S. Dollars, any relevant conversion and exchange rate will be in accordance with rate as quoted in the Platform. Company must email Knorex within seven 7 calendar days of Company’s receipt of the bill in dispute, and must specify, intimately, the premise for the disputed amount, differently, all undisputed quantities are non refundable and due for fee. The Parties shall co operate in good faith to resolve all such disputes within seven 7 calendar days of Company’s beginning of the written notice of dispute.
A four and a half % 4. 5% convenience fee will be added to the amounts if paid via credit card. Knorex reserves the correct to charge a late charge fee of two % 2% per thirty days on the late amount. 9. Taxes. All prices quoted herein exclude consideration for any relevant goods and amenities tax, sale and use tax, or any assessable governmental charge.
Any goods and services taxes and/or duties levied by the government in respect of this Agreement shall be borne by Company. If any deduction or withholding tax is required by law, Company shall pay to Knorex any extra quantities essential to be sure that the internet amount it’s received, after any deduction and withholding, equals the amount that Knorex would have received if no deduction or withholding have been required. Company shall deliver the documentation showing the withheld and deducted quantities which have been paid to the relevant taxing authority. Notwithstanding the foregoing, Company shall provide to Knorex the legally ample tax exemption certificates for every taxing jurisdiction if Company is legally entitled to an exemption from any sales, use, or similar transaction tax. 10. Additional Third Party Fees.
Some inventory and/or data sellers may impose their own fees, including but not restricted to, as an example, artistic approval fee or extra fee for the purchase of their stock and/or data “Third Party Fees”. Company may at its option, choose to purchase inventory from such dealers and Knorex shall pass on the sort of Third Party Fees applicable to such acquire to Company. Knorex usually are not guilty for any delays, service disruptions, degradation in provider or lack of ability to perform caused by delays or non functionality by inventory and/or data dealers. 15. Ad Compliance.
Company shall comply forever with all of Knorex’s and its ad stock companions’ ad criteria, requisites, checklist and safety necessities offered to Company via or via Platform as may be up to date by Knorex every so often collectively, “Ad Standards”. Knorex and/or its ad stock companions may reject any non compliant ads and may droop any campaigns of Company or its Customers’ if Knorex and/or its ad stock partners somewhat assess that Company or any ad offered by Company or its Customers has failed to comply with this Agreement or the applicable Ad Standards. Knorex will notify Company in writing via email or via Platform upon such a rejection or suspension. If Company fails to cure its non compliance within seven 7 calendar days of notice or if Company many times fails to comply, Knorex may opt to terminate this Agreement. 18.
Indemnification. EACH PARTY “INDEMNIFYING PARTY” SHALL DEFEND, PROTECT, INDEMNIFY AND HOLD THE OTHER PARTY “INDEMNIFIED PARTY” HARMLESS FROM AND AGAINST ANY LIABILITY, LOSS, COST, THREAT, SUIT, DEMAND, CLAIM, AND EXPENSE INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES AND COURT COSTS OR DAMAGES TO PROPERTY OR PERSON RELATED TO A ANY ACT OR OMISSION OF INDEMNIFYING PARTY IN CONNECTION WITH ITS PERFORMANCE UNDER THIS AGREEMENT; B ANY CLAIM BY A THIRD PARTY THAT THE SERVICES VIOLATES THE THIRD PARTY’S PATENT, TRADE SECRET, IN THE EVENT INDEMNIFYING PARTY FAILS TO PROVIDE LEGAL DEFENSE AS SET FORTH ABOVE, INDEMNIFIED PARTY SHALL HAVE THE RIGHT, THROUGH COUNSEL OF ITS CHOICE AND AT INDEMNIFYING PARTY’S SOLE EXPENSE, TO DIRECT, MANAGE AND CONTROL THE DEFENSE OF ANY MATTER TO THE EXTENT IT COULD DIRECTLY OR INDIRECTLY AFFECT THE INDEMNIFIED PARTY. INDEMNIFYING PARTY WILL ALSO REIMBURSE INDEMNIFIED PARTY FOR ALL EXPENSES REASONABLY INCURRED BY INDEMNIFIED PARTY TO PROTECT ITSELF FROM, OR TO REMEDY, INDEMNIFYING PARTY’S DEFAULTS UNDER THIS AGREEMENT. 19. Limitation of Liability. Knorex shall have no responsibility or liability whatsoever for any damage or loss caused or alleged to be attributable to or in connection with use of or reliance on any third party content material, goods or services available on or via such a third party external website or aid.
Knorex shall not be liable for any transaction accomplished via Platform on account of input errors made into Platform by Company or on Company’s behalf, including but not limited to, wrong pricing, concentrated on, dates or budgeting tips. Unless as precise during this Agreement, all express or implied circumstances, representations and warranties, including any implied warranty of merchantability or health for a distinctive goal are disclaimed by the Parties, except to the level that these disclaimers are held to be legally invalid. The Parties’ aggregate legal responsibility to one another under this Agreement for any claim is limited to the amount paid to each Party, other than the Indemnity set forth in Section 18 and Company’s legal responsibility for Knorex’s loss in Section 14 of this Agreement. The Parties acknowledge that every has entered into this Agreement relying on the boundaries of legal responsibility stated herein and that those barriers are an vital basis of the bargain among the Parties. 20. Independent Contractor.
Knorex’s performance under this Agreement is that of an impartial contractor and nothing in this Agreement creates the dating of employer and worker, partnership, most important and agent or joint venture between Company and Knorex. Knorex has no right or authority to go into into or incur any debt or liability, of any nature, in the name of or on behalf of Company. Personnel assigned by Knorex to supply Services under this Agreement will remain personnel or impartial contractors of Knorex and shall not be construed to be personnel of Company. Knorex is simply guilty for the fee of all wages, taxes, and fringe benefits due the persons supplied to supply Services under this Agreement. 21. Confidentiality.
Both Parties acknowledge that in the course of the engagement, each Party could have access to and become conversant in exclusive or proprietary advice owned, certified or used by any other Party, no matter if supplied before or after Effective Date, including, with out problem, company plans, education components, marketing plans, identity of clients and other customer related data, trade secrets and techniques, technical data, financial data, test or analysis results, system concepts, drawings, models, product designs, product requisites, product functionality data, suggestions concerning the Parties, the Parties’ shareholders or officials, personnel, Affiliates and agents, non-public data and other business assistance even if patented or The Parties agree a to carry Confidential Information in strict self assurance; b not to reveal Confidential Information to any third party; or c to use Confidential Information in any manner, either during or after the term of this Agreement, except as required for the duration of gratifying Services. 22. Safeguard and Notification. Each Party shall hold enough and cost-effective administrative, technical and actual safeguards to a to make sure security and confidentiality of Confidential Information; b to protect in opposition t any expected threats or dangers to the safety or integrity of Confidential Information; and c to protect in opposition t unauthorized access to or use of Confidential Information. The Parties agree to notify any other Party with out undue delay in the event that the reporting Party somewhat suspects that Confidential Information has been, or can have been, lost or area to unauthorized internal or external access.
25. Disputes. In the event of any dispute, controversy or claim bobbing up out of or regarding this Agreement, tort or in a different way adding any questions concerning its existence, validity or termination “Dispute”, the Parties shall effort in good faith to decide the matter within thirty 30 calendar days after the Dispute arises. Failure to attempt for amicable answer, the Parties consent for such Dispute to be stated and finally resolved by arbitration in accordance with the Arbitration Rules of Singapore International Arbitration Centre. The number of arbitrators shall be one.
The place of arbitration shall be Singapore. The language to be used in the arbitration proceedings shall be English. 29. No Solicitation. In attention of the disclosure of Confidential Information and in furtherance of the obligations of the Parties, no Party shall at once or indirectly solicit for employment, entice away, hire, or make use of the facilities of any worker of any other Party in the course of the time any Services are being performed and for three hundred and sixty five days after the crowning glory of Services, or assist any third party in doing so.
This shall not apply to any employee who, in good faith a responds to a job search performed by an unbiased third party which doesn’t target such employee, or b responds to a job advertisement commonly available to the public. 30. Force Majeure. A Party can’t be held liable for delays or failure to carry out their responsibilities due to occurrences beyond the manage of that Party, which occurrences shall include but not limited to, natural failures, epidemic, war or riots jointly, “Force Majeure”. To the level caused by Force Majeure, no delay, failure, or default will constitute a breach of the Agreement. Notwithstanding the foregoing, the Party experiencing Force Majeure must take all essential activities in order to continue to fulfill its obligations under this Agreement.
If Force Majeure exceeds thirty 30 calendar days, then each Party may automatically terminate this Agreement by written notification to the other Party without any liability to any other Party for any loss. 32. Entire Agreement. The Parties agree that this Agreement shall supersede all prior offers, contracts, agreements and arrangements related to this field matter between the Parties. This Agreement adding any applicable Order Form won’t be modified except by a written agreement signed by an authorized consultant of every party and connected hereto. Notwithstanding the foregoing, any Order Form and any substitute, extension and/or successor thereto, shall complement and not supersede the terms of this Agreement.
In the event of any conflict among the terms of this Agreement or any Order Form, unless specifically set forth differently, the order of precedence will be: a Order Form; and b this Agreement. 33. Miscellaneous. No Party may assign this Agreement without the prior written consent of the other Party, except to any successor to its enterprise by merger, consolidation, re organization, divestiture, sale of assets, or to any entity controlling, controlled by or under common handle with the Party. A person or entity it is not a Party to this Agreement shall have no right to implement any term of this Agreement. Each Party expressly represents and warrants that no promise or agreement that is not herein expressed has been made to them in executing this Agreement, and that each Party is not depending upon any statement or representation of any of the parties hereto aside from those expressly set forth herein.
Each Party is relying upon its own judgment in entering into this Agreement. Any modification or change to this Agreement has to be in writing signed by the Parties. This Agreement may be signed in counterparts, each of which constitutes an long-established and which in combination shall constitute on in an identical agreement.