Advertising Terms

Sponsored Page Terms

 


 

Advertising Terms

1. Definitions

In these Terms, the following words and expressions shall have the meaning set out below:

Ad Impression means any instance when a page is downloaded to a User where that page includes an Advertising Banner;

Advertiser shall mean any person, partnership or company and/or its agent placing orders for an insertion of an advertisement on any Services. 

Advertising Banner means a branded banner or rich media or any other form of advertising creative on various pages of the Services;

Agreement means these Terms and the booking form agreed between the parties.

Campaign Period means the period agreed between the parties as the time during which the advertising detailed in the Booking Form shall be effected;

Fee means the sum payable to Formulr in consideration for the advertising activity as agreed between Formulr and the Advertiser and specified on the Booking Form;

Services means the Formulr website, mobile applications, and other services on which the Advertising Banner is booked to appear;

Page Traffic Statistics means the number of Ad Impressions, and the click-through rate in respect of the Advertising Banners occurring during the previous calendar month;

2. Basis of Agreement

The Advertiser by placing an order requests Formulr to insert advertisement on its Services.

Upon acceptance of the order, Formulr agrees to publishing the Advertising Banner on the Services in consideration of payment of the Fee.

3. Rights and Obligations of Formulr

Subject to receipt by Formulr of a signed copy of the Booking Form, Formulr will publish the Advertising Banner on the Services each day during the Campaign Period or until the Ad Impressions booked have accrued in respect of the Advertising Banner.

Advertisements are accepted at Formulr’s absolute discretion and subject always to the following conditions:

(a) Material provided by the Advertiser being in accordance with the standards and guidelines of Formulr; and

(b) Subject to the status of the Advertiser itself.

Formulr will submit all Page Traffic Statistics to the Advertiser within thirty days of the end of each month during the Campaign Period.

4. Rights and Obligations of the Advertiser

The Advertiser agrees to supply either:

(a) the Advertising Banner in a format specified by Formulr or;

(b) all the information, trade marks, logos and other materials necessary to enable Formulr to create the Advertising Banner in an agreed format.

The Advertiser hereby grants to Formulr the right to link to the Advertiser site via the Advertising Banner and will inform Formulr at least ten working days in advance of any planned changes to the Advertiser site that might affect the performance of any part of Formulr’s obligations under this Agreement.

5. Acceptance of Advertising Banner

The Advertising Banner will be published on the Services in consideration of payment of the Fee.

Formulr may at its absolute discretion omit, suspend or change the position of any Advertising Banner accepted. Such changes will be notified to and discussed with the Advertiser in good faith.

6. Charges

The Advertiser shall pay the Fee as set out in the booking form.

Formulr will charge the Advertiser at the end of each month for the amount of Ad Impressions delivered.

The Advertiser will provide a valid credit card for payment. In the event that the credit card payment fails for whatever reason, Formulr will notify the Advertiser. The Advertiser is to settle any amounts due within 7 days and supply a new valid credit card.

If the number of Ad Impressions in any month appears likely to exceed the Ad Impressions Booked, Formulr will notify the Advertiser and the parties shall agree in good faith either to reduce the average number of pages of the Services which will include an Advertising Banner for the remainder of the month so that the number of Ad Impressions does not exceed the Ad Impressions booked or instead to permit the Ad Impressions booked to be exceeded with a pro rata increase in the Fee payable by the Advertiser in respect of that month.

If the number of Ad Impressions in any month is less than the Ad Impressions booked, the deficit will be carried over to the next month and aggregated to the target number of Ad Impressions for that month.

If at the end of the Campaign Period there is an aggregate deficit in the number of Ad Impressions compared with the Ad Impressions booked over the entire Campaign Period, Formulr and the Advertiser will meet to agree a mutually acceptable settlement and, if no other agreement is reached, Formulr will reimburse a portion of the Fee to the Advertiser in respect of the deficit pro-rated according to the Basis of Fee.

The Advertiser shall pay VAT on the Fee as appropriate.

7. Use of Trade Marks

Formulr will be entitled to use the Advertiser’s name and Trade Marks in connection with the Advertising Banner.

8. Warranties

Formulr warrants to the Advertiser that:

(a) it will use reasonable skill and care in designing and installing the Advertising Banner.

The Advertiser warrants and undertakes to Formulr that:

(a) Nothing contained in the information or the Advertising Banner shall infringe any right of copyright, right of trade mark, right of privacy, right of publicity or personality or any other right of any other nature of any person, or be obscene or libellous or blasphemous or defamatory, and that the information does not incorporate any third party source material;

(b) there are and shall be no claims, demands, liens, encumbrances or rights of any kind in any of the information resulting from any act or omission of the Advertiser, which can or will impair or interfere with the rights of Formulr, and that nothing contained in the information, nor any use of it, will violate any right of any third party and;

(c) it owns all necessary rights in, or has all necessary licences in respect of the trade marks.

(d) unless otherwise agreed by Formulr in writing, the Advertising Banner shall not include any cookies, tracking technologies or other technologies used to track or monitor Users.

(e) The placing of an order for the insertion of an Advertising Banner on the Services shall constitute an undertaking by the Advertiser to Formulr that any site linked into via the Advertising Banner and the Advertising Banner comply with all relevant consumer protection legislation and advertising codes.

9. Indemnities

The Advertiser hereby agrees to indemnify Formulr and keep it indemnified at all times against all claims, proceedings, demands, damages, liabilities and costs arising in connection with or further to the subject of this agreement, including legal costs arising out of any use of an Advertising Banner by a User, further including without limitation in respect of any transaction between the Advertiser and a User.

Formulr will not be liable for any loss or damage, direct or consequential, occasioned by error in the positioning of or omission to publish any Advertising Banner or for late publication of an Advertising Banner or failure to perform any other obligation whether occasioned by negligence or otherwise save in cases occasioned by the direct negligence of Formulr, in which case compensation may not exceed the cost of the Fee in relation to the relevant Advertising Banner.

10. Intellectual Property Rights

Formulr is the owner or licensee of all intellectual property rights in the Services and the design of the Advertising Banner (if designed by Formulr), with the exception of any third party trade marks appearing on the Advertising Banner.

The Advertiser is the owner of all intellectual property rights in the Advertiser site and the Advertiser logos and Advertiser-owned trade marks that may feature within the Advertising Banner.

If any third party claims that the design of the Advertising Banner infringes the intellectual property rights of that third party, Formulr will consult with the Advertiser and may modify the Advertising Banner or delete or replace any part of the material, or information contained in the Advertising Banner, provided that any modification, deletion or replacement does not materially affect a User’s ability to access the Advertiser site via the Advertising Banner.

11. Confidentiality and Data

Each party agrees to keep confidential (both during and after the Campaign Period) the terms of this Agreement, the Page Traffic Statistics and all other information concerning the business or affairs of the other. This obligation will not apply in the case of any disclosure required by law, trivial information or information which is already publicly available or in the possession of a party at the time of disclosure by the other (other than as a result of a breach of any confidentiality obligation).

Each party will comply with all English data protection legislation.

Each party will implement and maintain appropriate security procedures to prevent loss or corruption of, damage or unauthorised access to any data and materials.

12. Cancellation

Both parties shall have the right to cancel this Agreement without liability to the other party (except that the Advertiser shall reimburse to Formulr any costs incurred up to the date of cancellation in production of the Advertising Banner, on a reasonable time spent basis) provided that notice to cancel in writing is received by the Formulr, in writing, giving at least 28 days notice. 

13. Termination

Both parties shall have the right to terminate this Agreement upon the giving of written notice in the event of any of the following events:

(a) if the other commits any material breach of its obligations under this Agreement which, in the case of a breach capable of remedy, is not remedied within 10 days of service of a notice specifying the breach and requiring it to be remedied;

(b) if the other holds any meeting, or proposes to enter into a meeting, or has proposed any arrangement or composition, with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986); has a receiver, administrator, or other encumbrancer take possession of or appointed over, or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or;

Upon on termination of this Agreement:

(a) Formulr will remove the Advertising Banner from the Services and;

(b) the Advertiser will account to Formulr for the Fee due up to and including the last day of the Campaign Period or date of termination, as applicable.

(c) Termination of this Agreement shall be without prejudice to any rights of a party accrued before termination.

14. Notices

Any notice given under this Agreement will be in writing and may be delivered to the other party or sent by pre-paid post or facsimile transmission to the address or transmission number of that party specified in the Schedule or such other address or number as may be notified under this Agreement by that party from time to time for this purpose.

15. Force Majeure

A party will not be liable for any failure/delay in performing its obligations under this Agreement to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 20 working days, the other party may terminate this Agreement immediately by written notice.

16. Assignment

This Agreement is personal to and for the sole benefit of the Advertiser and the Advertiser shall not assign, transfer, sub-license, sub-distribute, mortgage, charge or in any other way dispose of any of its rights, interests or obligations under this Agreement to any person or organisation.

Formulr shall be entitled to assign or license the whole or any part of its rights under this Agreement to any of company in the Formulr group and in such event all of the representations, warranties and undertakings on the part of the Advertiser contained in this Agreement shall inure for the benefit of such assignee and if the assignee undertakes direct with the Advertiser to comply with the obligations of Formulr to the Advertiser (but not otherwise), then with effect from the date of such undertaking, Formulr shall have no further liability to the Advertiser.

17. General

(a) Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.

(b) Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them.

(c) No failure or delay by any party in exercising its rights under this Agreement will operate as a waiver of that right nor will any single or partial exercise by either party of any right preclude any further exercise of any other right.

(d) The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.

(e) Any variation to this Agreement must made be in writing and mutually agreed by Formulr and the Advertiser.

 


 

Sponsored Page Terms

1. Definitions

In these Terms, the following words and expressions shall have the meaning set out below:

Ad Impression means any instance when a page is downloaded to a User where that page includes an Advertising Banner;

Advertising Banner means a branded banner or rich media or any other form of advertising creative on various pages of the Services; 

Agreement means these Terms and the booking form agreed between the parties. 

Fee means the sum payable to Formulr in consideration for the advertising activity as agreed between Formulr and the Sponsor and specified on the Booking Form;

Services means the Formulr website, mobile applications, and other services on which the Advertising Banner is booked to appear;

Sponsor shall mean any person, partnership or company and/or its agent placing orders for a Sponsor Page on any Services.

2. Basis of Agreement

The Sponsor by placing an order requests Formulr to create a Sponsor Page for the Sponsor on its Services and provide additional features or advertising as per the package agreed.

Upon acceptance of the order, Formulr agrees to create a Sponsor Page for the Sponsor on the Services in consideration of payment of the Fee.

The Sponsor agrees that when the Sponsor Page is created it will be bound by the standard Terms of Use for the Service which can be found at www.formulr.tv/terms

3. Rights and Obligations of Formulr

Subject to receipt by Formulr of a signed copy of the Booking Form, Formulr will publish the Sponsor Page on the Services and provide the features as per the package ordered.

Sponsors are accepted at Formulr’s absolute discretion and subject always to the following conditions:

(a) Material provided by the Sponsor being in accordance with the standards and guidelines of Formulr; and

(b) Subject to the status of the Sponsor itself. 

4. Rights and Obligations of the Sponsor

The Sponsor agrees to supply all the information, trade marks, logos and other materials necessary to enable Formulr to create the Sponsor Page and display banners.

The Sponsor hereby grants to Formulr the right to link to the Sponsor site via the Advertising Banner and will inform Formulr at least ten working days in advance of any planned changes to the Sponsor site that might affect the performance of any part of Formulr’s obligations under this Agreement.

6. Charges

The Sponsor shall pay the subscription Fee as set out in the booking form.

Formulr will charge the subscription Fee in advance on a monthly or annual basis as specified on the booking form. Upon expiry of the initial period, Formulr will continue to charge the Fee to the Sponsor at the beginning of each subsequent period until the Sponsor Page is cancelled.

The Sponsor will provide a valid credit card for payment. In the event that the credit card payment fails for whatever reason, Formulr will notify the Sponsor. The Sponsor is to settle any amounts due within 7 days and supply a new valid credit card.

The Sponsor shall pay VAT on the Fee as appropriate.

Formulr may make changes to prices or packages and features by giving 30 days notice. 

7. Auto Post Feature

Some Sponsor Packages may include the feature Auto Post from existing channels. This feature allows the Sponsor to connect an existing social platform to Formulr.

This feature relies of connection to a Third Party which Formulr cannot guarantee its performance. Formulr will use its best endeavours to advise the Sponsor within 14 days if the connection stops working.

The Sponsor should be aware that changing username or password on the Third Party platform will likely stop the Auto Post from working and will require the Sponsor to reconnect the service on Formulr.

8. Use of Trade Marks

Formulr will be entitled to use the Sponsor’s name and Trade Marks in connection with the Sponsor Page and advertisements.

9. Warranties

Formulr warrants to the Sponsor that:

(a) it will use reasonable skill and care in designing and installing the Sponsor Page and advertising.

The Sponsor warrants and undertakes to Formulr that:

(a) Nothing contained in the information or advertising shall infringe any right of copyright, right of trade mark, right of privacy, right of publicity or personality or any other right of any other nature of any person, or be obscene or libellous or blasphemous or defamatory, and that the information does not incorporate any third party source material;

(b) there are and shall be no claims, demands, liens, encumbrances or rights of any kind in any of the information resulting from any act or omission of the Sponsor, which can or will impair or interfere with the rights of Formulr, and that nothing contained in the information, nor any use of it, will violate any right of any third party and;

(c) it owns all necessary rights in, or has all necessary licences in respect of the trade marks.

(d) unless otherwise agreed by Formulr in writing, the advertising shall not include any cookies, tracking technologies or other technologies used to track or monitor Users.

(e) The placing of an order for a Sponsor Page on the Services shall constitute an undertaking by the Sponsor to Formulr that any site linked into the Services comply with all relevant consumer protection legislation and advertising codes.

10. Indemnities

The Sponsor hereby agrees to indemnify Formulr and keep it indemnified at all times against all claims, proceedings, demands, damages, liabilities and costs arising in connection with or further to the subject of this agreement, including legal costs arising out of any use of Sponsor Page or advertising by a User, further including without limitation in respect of any transaction between the Sponsor and a User. 

11. Intellectual Property Rights

Formulr is the owner or licensee of all intellectual property rights in the Services and the design of advertising (if designed by Formulr), with the exception of any third party trade marks appearing on the advertising.

The Sponsor is the owner of all intellectual property rights in the Sponsor site and the Sponsor logos and Sponsor-owned trade marks that may feature within the Sponsor Page or advertising.

12. Confidentiality and Data

Each party agrees to keep confidential (both during and after the Sponsor period) the terms of this Agreement, and all other information concerning the business or affairs of the other. This obligation will not apply in the case of any disclosure required by law, trivial information or information which is already publicly available or in the possession of a party at the time of disclosure by the other (other than as a result of a breach of any confidentiality obligation).

Each party will implement and maintain appropriate security procedures to prevent loss or corruption of, damage or unauthorised access to any data and materials.

13. Cancellation

The Sponsor may cancel the subscription to a Sponsor Page by emailing [email protected] a request to cancel. Formulr will cancel the subscription within 10 days. No refund will be given for the remaining period already paid by Sponsor.

Formulr shall have the right to cancel this Agreement at any time without liability to the other party and notice to cancel shall be given in writing. Formulr shall refund an unused portion of the Fee.

Upon termination by either party:

(a) Formulr may at its discretion remove the Sponsor Page,

(b) Formulr will no longer be required to offer the features of each package

(c) The Sponsor will no longer be able to post content manually or through auto posting

(c) Termination of this Agreement shall be without prejudice to any rights of a party accrued before termination.

14. Notices

Any notice given under this Agreement will be in writing and may be delivered to the other party or sent by pre-paid post or facsimile transmission to the address or transmission number of that party specified in the Schedule or such other address or number as may be notified under this Agreement by that party from time to time for this purpose.

15. Force Majeure

A party will not be liable for any failure/delay in performing its obligations under this Agreement to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 20 working days, the other party may terminate this Agreement immediately by written notice.

16. Assignment

This Agreement is personal to and for the sole benefit of the Sponsor and the Sponsor shall not assign, transfer, sub-license, sub-distribute, mortgage, charge or in any other way dispose of any of its rights, interests or obligations under this Agreement to any person or organisation.

Formulr shall be entitled to assign or license the whole or any part of its rights under this Agreement to any of company in the Formulr group and in such event all of the representations, warranties and undertakings on the part of the Sponsor contained in this Agreement shall inure for the benefit of such assignee and if the assignee undertakes direct with the Sponsor to comply with the obligations of Formulr to the Sponsor (but not otherwise), then with effect from the date of such undertaking, Formulr shall have no further liability to the Sponsor. 

17. General

(a) Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.

(b) Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them.

(c) No failure or delay by any party in exercising its rights under this Agreement will operate as a waiver of that right nor will any single or partial exercise by either party of any right preclude any further exercise of any other right.

(d) The rights and remedies of the parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.

(e) Any variation to this Agreement must made be in writing and mutually agreed by Formulr and the Sponsor.