General.
All orders or other requests for advertising (whether made by the advertiser directly, or through an agency, collectively, "Advertiser"), are governed by these standard terms and conditions ("Terms") and the attached Insertion Order, with Advertiser’s authorized signature (collectively, the "IO").
No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with this IO, including without limitation those contained in on accompanying checks or other forms of payment, shall be binding on Qatar Living for Trade and IT Investments. ("Qatar Living"), whether in conflict with or in addition to this IO unless specifically agreed to in writing signed by an authorized representative of Qatar Living and the Advertiser.
The Terms of this IO supersede all terms and conditions on any previous agreements between Qatar Living and the Advertiser relating to the subject matter set forth herein.
Qatar Living's only obligation to serve advertisements hereunder shall be to serve advertisements of the Advertiser described herein, and in no event shall Qatar Living be obligated to serve advertisements for any other Advertiser.
IOs are binding on the Advertiser and not subject to cancellation, except as provided below.
Advertisement Orders.
An IO must be received by Qatar Living at least seven (7) business days in advance of the requested campaign start date.
The IO's corresponding advertising materials, which include electronic artwork files, ad tags and active URL's (collectively, "Ad Creative") must also be received electronically by Qatar Living at least seven (7) business days in advance of the requested campaign start date.
Qatar Living will make commercially-reasonable efforts to notify the Advertiser within two (2) business days of receipt of an IO if the specified advertising inventory is not available.
Notification of Qatar Living's acceptance of the IO, including acceptance of the proposed start and end dates of the campaign, total number, positioning and frequency of specified ad types, will be made upon the written (which, unless otherwise specified, for purposes of these Terms shall include paper, fax, or e-mail communication) approval to the Advertiser.
Any ad creative received in conjunction with and Advertiser's IO is subject to Qatar Living's approval.
Qatar Living reserves the right to reject or cancel any IO, ad creative, ad position or format or the like by providing written notice to the Advertiser.
Advertisements that simulate Qatar Living's editorial matter in appearance or style, or that are not readily identifiable as advertisements, are subject to Qatar Living's approval. Qatar Living may in its sole discretion label any advertisement as an "advertisement" for clarification.
Failure by Qatar Living to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Advertiser to any legal remedy.
IO Modifications.
In general, any cancellations or change orders must be requested in writing by the Advertiser, and acknowledged and accepted in writing by Qatar Living. Advertisers may make changes or updates to its campaign ad creative, and to its campaign launch and end dates within the following areas:
Ad Creative.
Advertiser may submit to Qatar Living requests for changes to its Ad Creative up to three (3) business days to its campaign launch date.
Advertiser may submit to Qatar Living requests for changes to its Ad Creative on in-process campaigns, however any such changes must be received by Qatar Living at least five (5) business days in advance of requested change date.
Ad creative change requests cannot however be submitted any more frequently than once every ten (10) business days during the campaign period.
Campaign Postponement.
In cases where Advertisers ad creative for an IO has not been received by Qatar Living within five (5) business days of the campaign start date of the accepted IO, Qatar Living reserves the right to reduce the total number of impressions for each day the campaign is delayed, based on the IO's stated frequency. Advertiser will however, be invoiced for the IO's total amount.
Campaign Cancellation.
IOs for advertising campaigns cancelled in writing by Advertiser less than ten (10) business days before the scheduled start date are subject to a fifteen percent (15%) cancellation fee based on the total invoiced amount of the cancelled IO. Qatar Living will honor IO cancellations during in-process campaigns a minimum of ten (10) business days after receipt of written notification.
Advertisers will be re-billed for all impressions delivered through the effective end date. Advertiser understands that all frequency discounts are based on the Advertiser's commitment to fulfilling the frequency indicated in the IO. If, for any reason, this frequency is not met by the cancellation of the IO, Advertiser agrees to pay a short rate charge on all ads run.
This charge will be equal to the difference between the rate shown in the IO and the rate earned based on the applicable rate card for the actual frequency completed. An IO may be canceled, postponed or changed by Qatar Living at any time for any or no reason without notice.
Campaign Extension.
Advertiser may submit requests for campaign extensions at any time prior its campaign start date or when the campaign is in process. However, as in any new IO, commitment from Qatar Living on specific placement, type and frequency of advertising is based on a first come, first served basis based on available inventory.
Payments.
By submitting an IO for advertising to Qatar Living, Advertiser agrees to be liable for the applicable fees associated with such IO. Advertiser will pay Qatar Living the total fee due hereunder in payment terms as specified in Qatar Living invoices/quotes, IOs.
In addition to all other available rights and remedies, Qatar Living may cancel and remove any advertisement that is not paid for on a timely basis.
Delivery.
Qatar Living counts ads delivered based on ad requests, and Qatar Living will issue any tracking reports on that basis.
The impression and click-through counts generated by Qatar Living ad servers are the method by which Qatar Living determines if it has fulfilled its advertising commitments.
Qatar Living acknowledges that many Advertisers use third-party ad servers as their preferred method of tracking advertising campaigns.
Qatar Living commits to using commercially reasonable efforts to resolve any count discrepancy between the two methods.
If Qatar Living fails to deliver the agreed upon number of ad requests during the agreed upon period pursuant to the IO, Advertiser's sole remedy for such failure will be an extension of the IO until the agreed upon number of ad requests (or other ad requests as the parties may agree in writing) are provided.
Updating Qatar Living Network Sites, Services and Advertising Specifications.
Advertiser acknowledges that, consistent with Qatar Living's editorial discretion, Qatar Living may redesign, delete or replace the pages, programs or channels on which the impressions will be displayed or transmitted, or may redesign or replace the type of links, buttons, boxes, and banners purchased by Advertiser; provided, that Qatar Living uses commercially reasonable efforts to provide Advertiser with comparable links, buttons, boxes, and banners (or other ad requests
as the parties may agree).
Qatar Living will provide the Advertiser at least ten (10) business days prior written notification of any material changes to the design or architecture of the web site or placement position of the advertisement.
Qatar Living reserves the right to change any of its advertising specifications at any time. Qatar Living's advertising specifications are available upon request.
Confidentiality.
Qatar Living and Advertiser agree that each will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own confidential or proprietary information as defined below during the term of this IO, and for a period of Three (3) years following expiration, cancellation or termination of this IO, to prevent the duplication or disclosure of Confidential Information of the other party other than by or to its employees or agents who must have access to such Confidential Information to perform such party's obligations hereunder, which employees or agents are subject to strict confidentiality obligations.
Not withstanding the foregoing, either party may disclose Confidential Information without the consent of the other party, to the extent such disclosure is required by law, rule, regulation or government or court order.
This section shall survive the expiration, termination or cancellation of this IO for the three (3) year period specified herein.
Licenses and Indemnification.
Advertiser grants Qatar Living a license to use, reproduce, publicly display and distribute Advertiser's advertisements and collateral information and warrants that Advertiser has the right to grant such license.
Advertiser represents and warrants to Qatar Living that the Advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to Qatar Living.
Limitation of Liability.
In the event (i) Qatar Living fails to publish an advertisement in accordance with the schedule provided in the IO,
(ii) Qatar Living fails to deliver the number of total impressions specified in the IO (if any) by the end of the specified period, or
(iii) of any other failure, technical of otherwise, of such advertisement to appear or be transmitted as provided in the IO, the sole liability of Qatar Living to Advertiser shall be limited to, at Qatar Living's sole discretion,
a pro rata refund of the advertising fee representing the undelivered impressions, placement of the advertisement at a later time in a comparable position, or extension of the term of the IO until total impressions are delivered.
In addition, Qatar Living is not responsible for the quality and/or clarity of any Internet radio, audio or video advertisements.
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS IO, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY
OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS; NO ACTION MAY BE BROUGHT AT ANY TIME MORE THAN TWELVE
(12) MONTHS AFTER THE CAUSE OF ACTION AROSE.
THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES ARE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
Choice of Law and Forum.
This IO shall be interpreted and construed in accordance with the laws of the State of Qatar, without regard to its conflicts of laws provision, and with the same force and effect as if fully executed and performed therein.
Each party hereby consents to the exclusive personal jurisdiction of the Qatari court, acknowledges that venue is proper only in any court in the State of Qatar, agrees that any action related to this IO must be brought in a court in the State of Qatar, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.
Entire Agreement.
The provisions stated in this IO constitute the final, complete and exclusive statement of the agreement between the parties regarding the provision of services and materials under this IO, and supersede all prior or contemporaneous oral or written proposals, all negotiations, conversations or discussion between the parties relating to this IO and industry custom.
Any waivers related or amendments to this IO, to be effective, must be in writing, signed by an authorized representative of each party.
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