These Advertising Program Terms ("Terms") are entered into by Realworld Advertising ("Realworld") and the entity executing these Terms or that accepts these Terms electronically (the "Customer"). These Terms govern the Customer's participation in Realworld's advertising programs and services (i) that are accessible through the account(s) given to the Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, "Programs"). Please read these Terms carefully. They require the use of binding arbitration to resolve disputes.
The Customer authorizes Realworld and its affiliates to place the Customer's advertising materials ("Ads") on any advertising site ("Sites") provided by Realworld or its affiliates on behalf of Realworld or, as applicable, a third party ("Partner"). The Customer is solely responsible for all: (i) Ads, (ii) Ad targeting decisions ("Targets"), (iii) destinations to which Ads direct viewers (e.g., landing pages) along with the related URLs, waypoints, and redirects ("Destinations"), and (iv) services and products advertised on Destinations (collectively, "Services"). The Program is an advertising platform on which the Customer authorizes Realworld and its affiliates to use automated tools to format Ads. Realworld and its affiliates may also make available to the Customer certain optional Program features to assist the Customer with the selection or generation of Targets, Ads, or Destinations. The Customer is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if the Customer uses these features, then the Customer will be solely responsible for the Targets, Ads, and Destinations. Realworld and its affiliates or Partners may reject or remove a specific Target, Ad, or Destination at any time for any reason. For example an Ad or Target may be rejected or removed by Realworld if it violates the Policies or if Realworld or invoice the Ad or Target would expose Realworld or a Partner to liability. Realworld and its affiliates may modify or cancel Programs at any time. The Customer acknowledges that Realworld or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as "Beta" or as otherwise unsupported or confidential (collectively, "Beta Features"). The Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
The Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) ("Use"). Program Use is subject to applicable Realworld policies, and all other policies made available by Realworld to the Customer. The Customer also authorizes Realworld to modify Ads as described in Policies.
Unless a Policy, the Program user interface, or an agreement referencing these Terms provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement. Canceled Ads will generally cease serving within 8 business hours and the Customer remains obligated to pay all charges resulting from served Ads. The Customer must effect cancellation of Ads (i) online through the Customer's account, if the functionality is available, (ii) if this functionality is not available, with notice to Realworld via email to the Customer's account representative or (iii) if this functionality is not available and the Customer does not have an account representative, with notice to Realworld via email to email@example.com (collectively, the "Ad Cancellation Process"). The Customer will not be relieved of any payment obligations for Ads not submitted or submitted by the Customer after the due date provided by Realworld.
The Customer warrants that (a) the Customer holds, and hereby grants Realworld, its affiliates and Partners, the rights in Ads, Destinations, and Targets for Realworld, its affiliates and Partners to operate the Realworld Programs, and (b) all information and authorizations provided by the Customer are complete, correct and current. The Customer further authorizes Realworld, its affiliates and their agents to send electronic mail to the Customer for purposes of the Programs. The Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which the Customer advertises in connection with these Terms ("Advertiser") and any references to the Customer in these Terms will also apply to Advertiser, as applicable. If for any reason the Customer has not bound an Advertiser to these Terms, the Customer will be liable for performing any obligation Advertiser would have had under these Terms had Advertiser been bound. If the Customer is using a Program on its own behalf to advertise, for that use the Customer will be deemed to be both the Customer and Advertiser. The Customer will provide Advertiser with reporting data no less than on a monthly basis, that discloses absolute dollars spent on Realworld and performance (at a minimum cost and clicks of users on the account of that Advertiser) in a reasonably prominent location. Realworld may, upon request of an Advertiser, share Advertiser-specific information with Advertiser.
The Customer will pay all charges incurred in connection with a Program, using a payment method approved by Realworld for that Customer. Charges are exclusive of taxes. The Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and legal fees Realworld incurs in collecting late payments that are not disputed in good faith.
(a) TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO 7(b) BELOW, EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO 7(b) BELOW, THE PROGRAMS AND REALWORLD, ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED "AS IS" AND AT THE CUSTOMER'S AND ADVERTISER'S OPTION AND RISK AND NONE OF REALWORLD, ITS AFFILIATES OR REALWORLD'S PARTNERS MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. (b) CERTAIN LAWS OF THE JURISDICTION IN WHICH THE CUSTOMER RESIDES, SUCH AS THE AUSTRALIAN CONSUMER LAW, MAY CONFER RIGHTS AND REMEDIES AND IMPLY TERMS INTO THESE TERMS THAT CANNOT BE EXCLUDED. THOSE RIGHTS, REMEDIES, AND IMPLIED TERMS ARE NOT EXCLUDED BY THESE TERMS. TO THE EXTENT THAT THE RELEVANT LAWS PERMIT REALWORLD TO LIMIT THEIR OPERATION, REALWORLD'S LIABILITY UNDER THOSE LAWS WILL BE LIMITED AT ITS OPTION, TO THE SUPPLY OF THE SERVICES AGAIN, OR PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
EXCEPT FOR SECTION 8 AND THE CUSTOMER'S BREACHES OF SECTION 3(A) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER OR IN CONNECTION WITH THESE TERMS (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY: (I) LOSS OF PROFIT; (II) LOSS OF ANTICIPATED SAVINGS: (III) LOSS OF BUSINESS OPPORTUNITY; (IV) LOSS OF OR CORRUPTION OF DATA; (V) LOSS OR DAMAGE RESULTING FROM THIRD PARTY CLAIMS; OR (VI) INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES; SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE IN CONTEMPLATION OF THE PARTIES AT THE DATE THESE TERMS WERE ACCEPTED BY THE CUSTOMER); AND (b) SUBJECT TO SECTION 6(a) OTHER THAN THE CUSTOMER'S PAYMENT OBLIGATIONS UNDER THESE TERMS, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER FROM ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS UNDER OR IN CONNECTION WITH THESE TERMS, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT PAYABLE TO REALWORLD BY THE CUSTOMER UNDER THE TERMS IN THE TWO MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT (OR FIRST IN A SERIES OF CONNECTED EVENTS) OCCURRED; AND (II) USD $10,000.
We will defend you from and against any and all third-party claims, actions, suits, proceedings and demands alleging that the use of the Services as permitted under theses Terms infringes or misappropriates a third party's intellectual property rights (a "Claim Against You"), and will indemnify you for all reasonable solicitor's fees incurred and damages and other costs finally awarded against you in connection with or as a result of, and for amounts paid by you under a settlement that we approve of in connection with, a Claim Against you; provided, however, that we will have no liability if a Claim Against You arises from any modification, combination or development of the Services that is not performed by us, including in the use of any downloadable content files. You must provide us with prompt written notice of any Claim Against you and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such a matter. This section states our sole liability with respect to, and your exclusive remedy against us and the Realworld Extended Family for, any Claim Against you.
You will defend us and the members of the Realworld Extended Family (collectively, the "Realworld Indemnified Parties') from and against any and all third-party claims, actions, suits, proceedings and demands arising from or related to you or the Terms (a "Claim Against Us"), and will indemnify the Realworld Indemnified Parties for all reasonable solicitor's fees incurred and damages and other costs finally awarded against a Realworld Indemnified Party in connection with or as a result of, and for amounts paid by a Realworld Indemnified Party under a settlement that you approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such a matter. This section states your sole liability with respect to, and the Realworld Indemnified Parties' exclusive remedy against you for, any Claim Against Us. Realworld's advertisers are third-party beneficiaries of this indemnity.
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own legal representation if it pays for the cost of such representation; and (b) no settlement may be entered into by an indemnifying party without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency; (ii) the settlement arguably involves the making of admissions by the indemnified parties; (iii) the settlement does not include a full release of liability for the indemnified parties; or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Realworld may make non-material changes to these Terms at any time without notice, but Realworld will provide advance notice of any material changes to these Terms. The Terms will be posted on our website. The changes to the Terms will not apply retroactively and will become effective no less than 7 days after notice. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not canceled under Section 3 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case, subject to Realworld's terms and conditions then in effect for the Programs. Realworld may suspend the Customer's ability to participate in the Programs at any time, for example, in the event of payment issues, suspected or actual violations of the Policies or these Terms or for legal reasons. In all cases, the running of any Customer campaigns after termination is in Realworld's sole discretion.
(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY THE LAW OUTLINED IN THE TABLE BELOW; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) Nothing in these Terms will limit a party's ability to seek equitable relief. (c) These Terms are the parties' entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) All notices of termination or breach must be in writing and addressed to the other party's Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact). All other notices must be in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (e) Except for modifications to these Terms by Realworld under Section 9, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (f) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (g) Except as expressly listed in Section 8, there are no third-party beneficiaries to these Terms. (h) These Terms do not create any agency, partnership or joint venture among the parties. (i) Sections 1 (last sentence only) and 5 to 10 will survive termination of these Terms. (i) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
Which Realworld entity is the Customer contracting with?
All references to Realworld, 'we' or 'us' under the Terms, what law will apply in any dispute or lawsuit arising out of or in connection with the Terms and which courts have jurisdiction over any such dispute or lawsuit depends on where you are domiciled:
|Domicile||Realworld Contracting Entity||Governing Law||Venue|
|UK||Realworld Advertising Limited||England||England, UK|
|Rest of the world||Realworld Advertising Pty Ltd||Australia||NSW, Australia|
The Terms, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws, rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms or their formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover its reasonable costs and solicitor's fees.