Updated: January 04, 2018.
THIS AGREEMENT SHALL GOVERNS YOUR PARTICIPATION AND USE OF THE OXONUX SERVICE.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY
ACCESSING OR REGISTERING OR USING THE OXONUX SERVICE, THE ADVERTISER AGREE TO BOUND BY THE OXONUX TERMS AND CONDITIONS.
“OXONUX DIGITAL MEDIA PVT. LTD.”, having our registered address in 38/10, Mettu Street, Kaladipet, Chennai, Tamil Nadu - 600019, India herein referred as “Oxonux” (the provider of the services).
Release / Insertion Order submitted into between Oxonux Digital Media Pvt Ltd, its subsidiaries and affiliated
companies(if any) (collectively, “Oxonux” or “we”, “us”, “our”) and an Advertiser or Agency, Ad Network, their Clients, Partners (hereby known as the
"Advertiser") to display advertisements via the Oxonux Advertising platform are governed by the IAB
STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING.
Any and all modifications to the Release / Insertion order are invalid unless acknowledged and accepted in writing by both Oxonux and the Advertiser.
You may use Oxonux’s platform for obtaining services including any fixes, updates and upgrades thereto as may be provided by Oxonux from time to time.
This Contract shall commence on the date on which you Accept these Conditions upon Your registration with Oxonux and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.
2.1 To participate in the Oxonux platform, You must first register at Oxonux.com and create a unique user, password-protected account (i.e., Your Account). You will be responsible for safe-guarding and maintaining the confidentiality of Your Account password.
2.2 Oxonux grants to You, with effect from the Effective Date, a limited, revocable, non-exclusive, non-transferable licence for the term of the Contract to use the Oxonux platform solely for the purpose of enabling You to receive the benefit of the Services. You will have no right to use, perform, display, reproduce and distribute Oxonux services for any other purpose. You shall comply with any and all reasonable instructions, conditions and security requirements in respect thereof as shall from time to time be notified in writing to You by Oxonux or updated in Oxonux website from time to time.
3.1 If you breach any of the Terms and Conditions, your authorization to access or use this website or the products and services offered through it may be terminated without notice by Oxonux Platform.
3.2 You should not distribute the Oxonux product details to any third party.
3.3 You should not engage in Illegal or Fraudulent activities.
You may terminate this Agreement by disabling Your Account. You may terminate participating (or change or cease which Publisher Applications receive Ads) by removing the Oxonux. Oxonux will pay all undisputed amounts due to You within sixty (60) days from the last day of the calendar month in which termination occurs.
Advertiser Indemnification: You hereby defend, indemnify and hold Oxonux, 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.
Oxonux Property: ‘Oxonux’ , ‘Oxonux.com’ and the Oxonux logo are, and remain, trademarks of Oxonux , its affiliated companies, and/or its licensors; you may not copy, imitate or use any of these without Oxonux’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Oxonux, its affiliated companies, and/or its licensors; you may not copy, imitate, or use any of these without Oxonux’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 Oxonux, its affiliated companies, and/or its licensors, and is protected by applicable intellectual property and other laws.
7.1 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.
7.2 All payments made to us in US Dollars($) or any other currencies that both parties agree upon.
7.3 Charges are based on our measurements which are definitive and applicable for all billings based on service rendered and product type such as Impressions and Clicks.
7.4 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.
7.5 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 change.
7.6 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.
7.7 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.
7.8 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.
8.1 Oxonux 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 Oxonux Ad Server and request that it be served to a particular website, Oxonux requires a license from you to do so.
a) Grant to Oxonux, 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 Oxonux, 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 Oxonux, 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 Oxonux 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.
8.2 The Advertiser shall produce content including (without limitation) text link banners, video and graphics for display on mobile display devices on which the Publishers sites are made available.
8.3 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 Oxonux as soon as reasonably possible and in any event no later than seven days after it becomes aware of such inaccuracy.
8.4 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.
8.5 The Advertiser is fully responsible for the content of the Advertising Material provided to Oxonux. 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 Oxonux the right to use these Images within the scope of delivering the service.
8.6 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.
8.7 The Advertiser shall indemnify Oxonux 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 Oxonux arising out of or in connection with any breach by the Advertiser of clauses 8.4 - 8.6 (inclusive).
8.8 Oxonux can use the respective names and logos of any party as a reference for the advertising purpose in all media.
You grant Oxonux 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.
Oxonux’s DSP platform is provided to you by Oxonux on an ‘as is’ and ‘as available’ basis. Oxonux makes no representations or warranties of any kind, express or implied, as to the operation of the Oxonux DSP platform or any information, content or materials it contains. Oxonux 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 Oxonux DSP platform or the information, content or materials it contains. Oxonux does not represent or warrant that the Oxonux DSP platform is accurate, complete, reliable, current, or free of errors, viruses or interruptions. Oxonux 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 Oxonux at the time). you expressly agree that your use of the Oxonux DSP platform is entirely at your sole risk.
The Contract and any disputes or claims arising out of or in connection with it shall be governed by the laws of India and subject to exclusive jurisdiction of the courts of India.