These Advertiser Terms and Conditions (“Terms”) are hereby incorporated by reference into one or more Insertion Orders (“IO”), collectively referred to as the “Agreement”, entered into by and between Axavique Ltd, a company incorporated under the laws of England and Wales with its registered office at 27 Old Gloucester Street, London, WC1N 3AX (“Axavique”), and the advertiser identified in the relevant IO (“Advertiser”). Each of Axavique and Advertiser shall be referred to as a “Party”, and together as the “Parties”.
In the event of any inconsistency between these Terms and any provision of an IO, the IO shall prevail.
- Term and Commencement. The Agreement shall commence on the effective date specified in the IO and shall remain in force until terminated in accordance with Clause 2.
- Termination. Either Party may terminate this Agreement for any reason by providing not less than twenty-four (24) hours' prior written notice. Termination shall not relieve the Advertiser of its obligation to pay any amounts due and owing to Axavique as of the effective date of termination. Payment obligations shall survive termination.
- Billing and Records. All amounts payable to Axavique shall be determined based solely on Axavique’s tracking records and reporting systems, which shall be deemed conclusive and binding. Axavique shall issue invoices accordingly. Advertiser must submit any dispute regarding invoicing in writing within ten (10) calendar days of receipt; otherwise, the invoice shall be deemed accepted and final.
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Payment Terms.
a. Advertiser shall remit full payment of all undisputed invoices within fifteen (15) calendar days of the
invoice date, in U.S. Dollars (USD), unless otherwise agreed in writing. All fees are exclusive of applicable
taxes, which shall be borne by the Advertiser.
b. Advertiser hereby authorizes Axavique to conduct such credit or identity checks as may be required for verification purposes.
c. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.
d. In the event of non-payment, Axavique may suspend campaign performance and pursue collection efforts. The Advertiser shall bear all reasonable costs of collection, including legal fees and expenses.
e. Advertiser is solely responsible for securing its own account credentials and is liable for all activities conducted under its account.
f. If a third party is invoiced on behalf of the Advertiser, the Advertiser remains jointly and severally liable for any unpaid obligations. -
Representations and Warranties.
Mutual Representations
Each Party represents and warrants that:- It has full legal power and authority to enter into this Agreement and perform its obligations hereunder;
- Execution and performance of this Agreement will not conflict with or breach any other agreement or obligation.
The Advertiser further represents, warrants, and undertakes that:- It possesses all necessary rights, licenses, consents, and permissions for the content and campaigns submitted;
- All campaigns shall comply with all applicable laws, including but not limited to the FTC Act, the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, GDPR, CCPA, DNC regulations, and other privacy laws;
- All data sources, creative content, and leads are lawfully obtained and used in accordance with applicable regulations;
- Advertiser acknowledges leads provided by Axavique may be subject to consumer re-engagement based on user behavior;
- Advertiser is a bona fide business entity and all information submitted is truthful and accurate.
Axavique warrants that:
- It is duly incorporated and authorized to provide the services described in this Agreement.
Except as expressly provided herein, Axavique disclaims all warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Leads and services are provided “as is” without warranty of compliance or performance. -
Indemnification.
a. By Axavique
Axavique shall indemnify, defend, and hold harmless the Advertiser from third-party claims directly arising from Axavique’s breach of warranties or misappropriation of intellectual property, excluding any combination with Advertiser content. b. By Advertiser
The Advertiser agrees to indemnify, defend, and hold harmless Axavique and its affiliates from and against all third-party claims, losses, damages, liabilities, and expenses arising from:
- Breach of any warranty or term of this Agreement;
- Use of content that infringes upon any third-party rights;
- Failure to secure the necessary consents or licenses;
- Violation of any law, rule, or regulation related to its campaigns or data usage.
The indemnified Party shall promptly notify the indemnifying Party in writing of any claim, permit the indemnifying Party to control the defense and settlement, and cooperate as reasonably requested. No settlement shall be made without the indemnified Party’s prior written consent (not to be unreasonably withheld). - Limitation of Liability. Except for liability arising from fraud, willful misconduct, or indemnification obligations, the total liability of Axavique to Advertiser under this Agreement shall not exceed the total amount paid by Advertiser to Axavique in the four (4) weeks immediately preceding the event giving rise to the claim. Neither Party shall be liable for any consequential, indirect, incidental, special, or punitive damages.
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Confidentiality.
Each Party shall maintain in strict confidence all non-public information disclosed by the other Party in
connection with this Agreement. Confidential Information shall include but is not limited to, business
strategies, financial information, trade secrets, technical data, and the terms of this Agreement. This
obligation shall survive for two (2) years post-termination.
Exceptions include information:
- Already known to the receiving Party;
- Publicly available without breach;
- Lawfully received from a third party;
- Required by law, court order, or regulatory authority, provided prior notice is given (where permissible).
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Service Availability.
Axavique does not warrant uninterrupted or error-free service. The services may be subject to temporary
unavailability due to scheduled maintenance, technical malfunctions, or circumstances beyond Axavique’s control.
Axavique shall not be liable for any loss resulting therefrom.
Contact Information
Axavique Ltd
Registered Office: 27 Old Gloucester Street
London, WC1N 3AX
United Kingdom