ADSLOT TERMS AND CONDITIONS (ADVERTISERS)

Adslot Technologies Pty Ltd ACN 123 931 804 (Adslot) provides the Adslot Platform, which is an online platform that enables advertisers to purchase advertising opportunities listed by website publishers, create rich media advertisements for use in respect of such advertising opportunities and have those advertisements displayed on the publisher website.

This agreement sets out the terms and conditions on which you, as an advertiser, (Advertiser) may access and use the Adslot Platform to purchase advertising inventory, create advertisements and/or conduct Campaigns via the Adslot Platform.

  1. Definitions

    In this agreement, unless the context otherwise requires:

    1. (a) Adslot Account means the account for the Advertiser maintained by Adslot via the Adslot Platform, where the Advertiser can (amongst other things) check the status of its Advertising Purchase Requests and view a record of the Listed Inventory that it has purchased.

    2. (b) Adslot Invoiced Inventory means Inventory which is listed and offered for sale on the Adslot Platform from time to time and which is to be purchased from, and sold by, Adslot.

    3. (c) Adslot Platform means Adslot's web-based platform on which Listed Inventory is offered for sale and that the Advertiser can access to purchase, as described at http://www.adslot.com/for-publishers/ as amended from time to time, and includes any Modifications made to the platform pursuant to this agreement.

    4. (d) Advertisement means a rich media advertisement created by or on behalf of the Advertiser, including a banner or other display advertisement.

    5. (e) Advertising Purchase Request means any request from the Advertiser to purchase any Listed Inventory.

    6. (f) Approved Advertisement means an Advertisement that is approved by the relevant Publisher.

    7. (g) Available Period means the period for which advertisers can purchase the right to display Approved Advertisements on a Publisher Website, as listed on the Adslot Platform from time to time.

    8. (h) Campaign means the advertising campaign conducted by the Advertiser.

    9. (i) Campaign Details means information provided to Adslot by the Advertiser via the Adslot Platform as part of an Advertising Purchase Request, including:

      1. whether the Campaign is to be an Impression Campaign or a Sponsorship Campaign;

      2. if it is to be an Impression Campaign, the Impression Target; and

      3. the proposed Publication Period.

    10. (j) Campaign Fees means the price payable by the Advertiser to Adslot (in the case of Adslot Invoiced Inventory) or to the Publisher (in the case of Off-Platform Invoiced Inventory) for the relevant Campaign, as notified through the Adslot Platform.

    11. (k) Consequential Loss means Loss beyond the normal measure of damages and includes, indirect Loss, Loss of revenue, Loss of reputation, Loss of profits, Loss of actual or anticipated savings, Loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, Loss of use, cost of capital or costs of substitute goods, facilities or services.

    12. (l) Created Advertisement means any Advertisement that the Advertiser creates using the Adslot Platform.

    13. (m) Demand Fees means that percentage proportion of the Campaign Fees as specified in the Adslot Account for each Demand Source. The percentage proportion for each Demand Source will be notified to the Publisher when creating an Adslot Account for that Publisher and, thereafter, may only be changed by agreement of Adslot and the Publisher in writing.

    14. (n) Demand Source means the channel through which Listed Inventory is made available to, and accessed by Advertisers, through the Adslot Platform. Where Listed Inventory is made available to, and accessed by, Advertisers through the media page of the Publisher, the Demand Source is "Standard". Where Listed Inventory is made available to, and accessed by, Advertisers through the Marketplace service on the Adslot Platform, the Demand Source is "Marketplace". Where the Listed Inventory is made available to, and accessed by, Advertisers through the Demand Partner service of the Adslot Platform, the Demand Source is "Demand Partner". Where the Listed Inventory is made available to, and accessed by, Advertisers through the Services Firm service of the Adslot Platform, the Demand Source is "Services Firm". Where the Listed Inventory is made available to, and accessed by, Advertisers through the Sales User service of the Adslot Platform, the Demand Source is, "Sales User".

    15. (o) Force Majeure Event means the occurrence of an event or circumstances beyond Adslot's reasonable control, including war (declared or undeclared), civil commotion, military action, or an act of sabotage, strike, lockout or industrial action, storm, tempest, fire, flood, earthquake or other natural calamity, an ongoing internet or telecommunications outage or any outage with respect to the Adslot Platform or a Publisher Website, or any other issues which may reasonably affect the availability or access of the Adslot Platform or a Publisher Website.

    16. (p) GST Act means the Australian A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any subordinate legislation in respect of that Act, as amended, varied or modified from time to time.

    17. (q) Impression means each instance where an Approved Advertisement is recorded by the Adslot Platform as having been displayed to a user of the relevant Publisher Website.

    18. (r) Impression Campaign means a Campaign in respect of which an Impression Target applies.

    19. (s) Impression Target means the targeted number of Impressions for a Campaign as identified by the Adslot Platform when a Listed Inventory is purchased by the Advertiser on a cost per Impression basis.

    20. (t) Intellectual Property includes all patents, designs, copyright or trade marks rights or any right to apply for the registration or grant of any of the above.

    21. (u) Inventory means opportunities to advertise on a Publisher Website, including opportunities for Advertisements.

    22. (v) Listed Inventory means the Inventory which is listed and offered for sale on the Adslot Platform from time to time and which consists of Adslot Invoiced Inventory and Off-Platform Invoiced Inventory.

    23. (w) Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and includes direct loss, indirect loss and Consequential Loss.

    24. (x) Modification means:

      1. any modification, adaptation, alteration or enhancement to the Adslot Platform; or

      2. any merger of the whole or any part of the Adslot Platform with any other software.

    25. (y) Off-Platform Invoiced Inventory means Inventory which is listed and offered for sale on the Adslot Platform from time to time and which is to be purchased from, and sold by, the Publisher directly.

    26. (z) Pre-booked Campaign means, in respect of a date, a Campaign, the Advertisements for which have been approved by the relevant Publisher prior to that date.

    27. (aa) Publication Period means the period for which the Approved Advertisement is or is to be published on the relevant Publisher Website.

    28. (bb) Publisher means an operator of a Publisher Website.

    29. (cc) Publisher Website means the website or websites designated by a Publisher in respect of which Listed Inventory is offered for sale via the Adslot Platform from time to time, and includes (where applicable) any pages forming part of such websites.

    30. (dd) Publisher's Contract means the binding agreement formed between the Advertiser and the Publisher as described in clause 3(g)(ii) which incorporates, for the avoidance of doubt, the Publisher's then current Publisher's Terms of Trade.

    31. (ee) Publisher's Terms of Trade means the terms and conditions of trade of the Publisher as made available on the Adslot Platform from time to time.

    32. (ff) Sponsorship Campaign means a Campaign which is not an Impression Campaign.

    33. (gg) Successful Completion means:

      1. for Sponsorship Campaigns, the continuous publication of the Approved Advertisement on the relevant Publisher Website for the Publication Period; or

      2. for Impression Campaigns, the achievement by the Approved Advertisement of at least 90% of the Impression Target.

    34. (hh) Tax means a tax, levy, duty, charge, deduction or withholding together with any related penalty, interest, fine or other charge.

    35. (ii) Tax Invoice has the meaning given to it by the GST Act.

    36. (jj) Templates means any template for rich media or other advertisements accessible using the Adslot Platform.

    37. (kk) Unacceptable Content means content that infringes a third party's Intellectual Property, or is obscene, defamatory, fraudulent, offensive, misleading, deceptive, illegal or otherwise inappropriate.

    38. (ll) The meaning of general words is not limited by specific examples introduced by ‘includes', ‘including', ‘for example', ‘such as' or similar expressions.

  2. Access to Adslot Platform

    1. (a) Adslot agrees to use all reasonable endeavours to provide the Advertiser with access to the Adslot Platform, to enable the Advertiser from time to time to review the available Listed Inventory, submit Advertising Purchase Requests in respect of that Listed Inventory and create Advertisements (if applicable).

    2. (b) Adslot will use reasonable endeavours to:

      1. provide details on the Adslot Platform of the Listed Inventory which is available for the Advertiser to purchase from either Adslot or Publishers directly (as the case may be) at the relevant price from time to time;

      2. where an Advertising Purchase Request is made by the Advertiser which is consistent with the parameters for the relevant Listed Inventory as shown on the Adslot Platform, arrange for the proposed Advertisement to be made available to the relevant Publisher for approval via the Adslot Platform; and

      3. subject to the Publisher's approval of the relevant Advertisement, either sell the relevant Listed Inventory to the Advertiser, or arrange for the Publisher to sell the relevant Listed Inventory to the Advertiser in accordance with this agreement, and arrange for the display of the Approved Advertisement on the relevant Publisher Website via the Adslot Platform in accordance with this agreement.

  3. Advertising Purchase Request and acceptance

    1. (a) If the Advertiser wishes to purchase Listed Inventory, it must submit an Advertising Purchase Request in respect of that Listed Inventory to Adslot via the Adslot Platform.

    2. (b) Listed Inventory may be listed on the Adslot Platform as as either Adslot Invoiced Inventory (that is, for purchase from Adslot) or Off-Platform Listed Inventory (that is, for purchase from Publishers directly). The Publisher determines from time to time, in its sole discretion, which Advertisers may purchase Listed Inventory as Off-Platform Invoiced Inventory (subject always to approval of those Advertisers by Adslot on a case-by-case basis). The Advertiser acknowledges that Adslot has no control over the determination by the Publisher of which Advertisers may purchase Listed Inventory as Off-Platform Invoiced Inventory.

    3. (c) If Listed Inventory is listed as both Adslot Invoiced Inventory and Off-Platform Invoiced Inventory, the Advertiser shall elect, at the time of making an Advertising Purchase Request, whether it wishes to purchase the Listed Inventory as either Adslot Invoiced Inventory or Off-Platform Invoiced Inventory.

    4. (d) When the Advertiser submits an Advertising Purchase Request, it must also submit the proposed Advertisement (which may be a Created Advertisement or an Advertisement developed independently by or on behalf of the Advertiser) in an acceptable format that is able to be published on the relevant Publisher Website.

    5. (e) When the Advertiser submits an Advertising Purchase Request:

      1. in the case of Adslot Invoiced Inventory, the Advertiser will be taken to have made an offer to purchase the relevant Listed Inventory from Adslot for the Campaign Fees in respect of that Listed Inventory; or

      2. in the case of Off-Platform Invoiced Inventory, the Advertiser will be taken to have made an offer to purchase the relevant Listed Inventory from the Publisher for the Campaign Fees in respect of that Listed Inventory.

    6. (f) An offer made by the Advertiser to purchase Listed Inventory cannot be withdrawn, in the case of Adslot Invoiced Inventory, without Adslot's consent and, in the case of Off-Platform Invoiced Inventory, without the Publisher's consent.

    7. (g) Upon receiving the offer, Adslot will submit the proposed Advertisement and Campaign Detailsto the Publisher for approval. If the Publisher approves the proposed Advertisement and Campaign Details:

      1. in the case of Adslot Invoiced Inventory, Adslot will accept the Advertiser's offer and a binding agreement will be formed between Adslot and the Advertiser for the purchase of the relevant Listed Inventory for the Campaign Fees in respect of that Listed Inventory on the terms of this agreement; and

      2. in the case of Off-Platform Invoiced Inventory, the Publisher will accept the Advertiser's offer and a binding agreement will be formed between the Publisher and the Advertiser for the purchase of the relevant Listed Inventory for the Campaign Fees in respect of that Listed Inventoryon the then current Publisher's Terms of Trade.

      If the Publisher does not approve the proposed Advertisement or Campaign Details, Adslot will notify the Advertiser via the Adslot Account that the Advertisement was not approved, and the Advertiser's offer will be taken to have been rejected.

    8. (h) The Advertiser acknowledges that Adslot cannot guarantee that Adslot will obtain the approval of the relevant Publisher to the Advertisement or the Campaign Details, and that, if this approval is not obtained, in the case of Adslot Invoiced Inventory, Adslot will be unable to sell the relevant Listed Inventory to the Advertiser and, in the case of Off-Platform Invoiced Inventory, the Publisher is under no obligation to sell the relevant Listed Inventory to the Advertiser.

    9. (i) The Advertiser acknowledges and agrees that Adslot holds the benefit of paragraphs (d), (e)(ii), (f), (g)(ii) and (h) of this clause 3 for its own benefit and for the benefit of the Publisher and that the Publisher may directly enforce such provisions against the Advertiser.

  4. Creation of Advertisements

    1. (a) If, at the time of submitting an Advertising Purchase Request, the Advertiser does not have or is unable to upload onto the Adslot Platform a proposed Advertisement for the relevant Publisher's approval, the Advertiser may create and customise a Created Advertisement via the Adslot Platform.

    2. (b) The Advertiser acknowledges and agrees that:

      1. the Advertiser is responsible for the creation of the Created Advertisement and Adslot will not assist the Advertiser in creating the Created Advertisement (other than by providing the Advertiser with access to the Adslot Platform and the Templates); and

      2. it is the Advertiser's responsibility to review the Created Advertisement and check for any errors in, or other issues with respect to, the Created Advertisement before the Advertiser completes the Created Advertisement.

  5. Adslot's obligations

    Adslot will use all reasonable endeavours to:

    1. (a) in the case of Adslot Invoiced Inventory, subject to the relevant Publisher's approval of the proposed Advertisements, purchase from the Publisher and resell to the Advertiser the relevant Listed Inventory for which Adslot receives an Advertising Purchase Request from the Advertiser;

    2. (b) in the case of Off-Platform Invoiced Inventory, subject to the relevant Publisher's approval of the proposed Advertisements, procure that the Publisher sell to the Advertiser the relevant Listed Inventory for which Adslot receives an Advertising Purchase Request from the Advertiser;

    3. (c) arrange for the display of the Advertiser's Approved Advertisement on the relevant Publisher Website for the duration of the Publication Period; and

    4. (d) for Impression Campaigns, monitor the Impressions for the relevant Campaign and determine the number of Impressions achieved, for which Adslot's determination will be final and binding (provided that Adslot must act reasonably in making such a determination).

  6. Advertiser's obligations

    1. (a) The Advertiser must ensure that:

      1. any proposed Advertisement uploaded onto the Adslot Platform does not contain any malware, spyware or other malicious code;

      2. any proposed Advertisement does not infringe the Intellectual Property rights of any person and otherwise does not contain Unacceptable Content and/or contravene any applicable laws, regulations, codes of conduct or guidelines;

      3. it does not use or allow the Adslot Platform to be used for any purpose other than as specifically permitted under this agreement; and

      4. it does not, and must not authorise or allow a third party to, generate automated, fraudulent or otherwise invalid Impressions, inquiries or clicks in respect of the Approved Advertisement or conceal Impressions for the Approved Advertisement.

    2. (b) The Advertiser acknowledges and agrees that:

      1. it is solely responsible for determining whether the Campaign and the relevant Publisher Website will meet its objectives and targets, and Adslot does not make any representation or warranty to the Advertiser in this regard; and

      2. Adslot does not have control over or responsibility for the content of any Publisher Website.

  7. Successful campaign

    If Adslot (acting reasonably) determines that a Campaign has not been Successfully Completed due to the relevant Publisher Website or Adslot Platform not being accessible or fully operational at any time during the Publication Period or any other act or omission on the part of the Publisher or Adslot (each a Publisher Issue or Adslot Issue), then, in the case of Adslot Invoiced Inventory, Adslot will (at its election and discretion):

    1. (a) refund to the Advertiser an amount, being the portion of the Campaign Fees paid by the Advertiser for the Listed Inventory purchased in respect of the Campaign which Adslot (acting reasonably) determines represents the portion of the Campaign not Successfully Completed due to the relevant Publisher or Adslot Issue; or

    2. (b) provide to the Advertiser additional Inventory for the relevant Publisher Website at no additional charge. The amount and other details of such additional Inventory will be determined by Adslot, provided that the amount of such additional Inventory will be consistent with Adslot's reasonable estimate of the extent to which the Campaign was not Successfully Completed due to the relevant Publisher or Adslot Issue.

      In the case of Off-Platform Invoiced Inventory, the terms and conditions of the Publisher's Contract shall apply in the circumstances of any Publisher Issue or Adslot Issue.

      The Advertiser acknowledges that any refund or additional Inventory provided by Adslot pursuant to this clause 7 or any refund (if any) or additional Inventory (if any) provided by a Publisher under the terms and conditions of the Publisher's Contract (as the case may be) will be the Advertiser's sole and exclusive remedy where a Campaign is not Successfully Completed.

  8. Payment and refunds

    1. (a) The Advertiser must, in the case of Adslot Invoiced Inventory, pay the Campaign Fees in respect of that Listed Inventory to Adslot, in accordance with Adslot's then current payment procedures, when it submits the Advertising Purchase Request to Adslot. Payment on credit terms is conditional upon the Advertiser first completing Adslot's standard credit application and Adslot approving such credit application. For the avoidance of doubt, if the Advertiser pays via credit card, the credit card will be charged the Campaign Fees in respect of the Listed Inventory at the time the Advertising Purchase Request is submitted. The Advertiser must, in the case of Off-Platform Invoiced Inventory, pay the Campaign Fees in respect of the Listed Inventory to the Publisher in accordance with the terms and conditions of the Publisher's Contract.

    2. (b) In the event that a Publisher does not approve a proposed Advertisement within a reasonable period (as determined by Adslot), Adslot will, in the case of Adslot Invoiced Inventory, refund the Campaign Fees (without any interest thereon) paid by the Advertiser in relation to the relevant Listed Inventory within a reasonable period, as determined by Adslot (acting reasonably). In the case of Off-Platform Invoiced Inventory, the terms and conditions of the Publisher's Contract shall apply to any refund (if any) to be paid by the Publisher where the Publisher does not approve a proposed Advertisement within a reasonable period.

    3. (c) The Advertiser acknowledges and agrees that if the Advertiser cancels a Campaign or otherwise elects not to proceed with a Campaign after the Publisher has approved the proposed Advertisement and the Campaign Details, the Advertiser will not be entitled to a refund of all or any part of the Campaign Fees paid to Adslot or the Publisher (as the case may be) and the Publisher will be free to deal with its Listed Inventory as it wishes upon cancellation.

  9. Termination

    1. (a) This agreement commences at the time the Publisher creates its Adslot Account and will continue until this agreement is terminated in accordance with this clause 9.

    2. (b) Adslot may terminate this agreement (and the Advertiser's access to, and use of, the Adslot Platform) at any time and without cause by providing no less than 30 days written notice of termination to the Advertiser.

    3. (c) Without limiting clause 9(a), Adslot may, by providing written notice to the Advertiser, terminate this agreement with immediate effect if the Advertiser:

      1. fails to comply with any written notice issued by Adslot requiring the Advertiser to remedy a breach, non-observance or non-performance of its obligations under this agreement within seven days of receiving that notice from Adslot;

      2. commits a breach of this agreement which (in Adslot's opinion) is incapable of remedy; or

      3. goes into liquidation, is wound up, becomes insolvent, is subject to an insolvent reorganisation, has a receiver appointed over all or any substantial part of its assets or proposes to enter into any scheme or arrangement with its creditors.

    4. (d) Following termination of this agreement, in the case of Advertiser's Approved Advertisements which were Adslot Invoiced Inventory, Adslot may, at its discretion, elect to:

      1. continue to arrange for some or all of the Advertiser's Approved Advertisements to be published on the relevant Publisher Websites to the extent necessary to complete any Pre-booked Campaigns (as at the date of termination), in which case the relevant Campaigns will continue until the end of the Publication Period and all provisions of this agreement will continue to apply to the extent necessary for such Pre-booked Campaigns to be completed; or

      2. arrange for the publication of some or all of the Advertiser's Approved Advertisements to cease within 48 hours of termination (including Advertisements in respect of uncompleted Campaigns or Pre-booked Campaigns (as at the date of termination)).

      To the extent Adslot makes an election pursuant to clause 9(d)(i), any licence granted to Adslot pursuant to clause 12 will continue to the extent necessary for Adslot to continue to arrange for the Advertiser's Approved Advertisements to be published and ensure that the relevant Pre-booked Campaigns are able to be completed. To the extent that Adslot makes an election pursuant to clause 9(d)(ii), Adslot will have no further obligations to publish any Approved Advertisements (including Approved Advertisements in respect of any Pre-booked Campaigns), provided that Adslot will provide to the Advertiser a refund of the pro rated amount which Adslot (acting reasonably) determines represents the portion of the Pre-booked Campaign not completed.

    5. (e) Following termination of this agreement, in the case of Advertiser's Approved Advertisements which were Off-Platform Invoiced Inventory, Adslot shall be under no obligation to arrange for the continued publication of the Advertiser's Approved Advertisements (including Advertisements in respect of uncompleted Campaigns or Pre-booked Campaigns (as at the date of termination)) and the terms and conditions of the Publisher's Contract shall apply to those Advertiser's Approved Advertisements in the circumstances of any termination of this agreement.

  10. Suspension

    The Advertiser acknowledges and agrees that Adslot does not have an obligation to monitor the content of any Advertisement. However, if Adslot is made aware or determines that an Approved Advertisement contains or may contain Unacceptable Content or may contravene any applicable laws, regulations, codes of conduct or guidelines, Adslot reserves the right to require or cause the publication of that Approved Advertisement to be suspended or ceased, without first providing notice to the Advertiser, and Adslot will not be liable for any Loss suffered by the Advertiser in respect of that suspension and will not have any obligations to provide the Advertiser with a refund of theCampaign Fees or any part of the Campaign Fees.

  11. Intellectual property and content ownership

    1. (a) Adslot retains the ownership of its Intellectual Property in respect of the Adslot Platform, including any improvements or Modifications to the Adslot Platform, and the Templates.

    2. (b) There is no transfer of title or ownership to the Publisher of the whole or any part of the Intellectual Property rights in and to the Adslot Platform or the Templates.

    3. (c) Adslot will own all Intellectual Property subsisting in any improved or modified versions of the Templates and that the Advertiser assigns all Intellectual Property in respect of improvements created by the Advertiser (if any) with such assignment effective immediately upon the creation of the relevant improvement.

    4. (d) The Advertiser is responsible for the content in its Advertisements and retains ownership of its Intellectual Property in respect of that content.

    5. (e) ADSLOT, ADSLOT PUBLISHER and ADSLOT CREATE are trade marks of Adslot. If the Publisher uses any trade marks owned by Adslot, the Publisher must include a statement attributing that trade mark to Adslot. The Advertiser must not use any of Adslot's trade marks: (a) in or as the whole or part of the Publisher's own trade marks; (b) in connection with any business, products or services which are not Adslot's; (c) in a manner which is or may be confusing, misleading or deceptive to any person; or (d) in a manner which disparages Adslot or the Adslot Platform.

  12. Licence to use publish Advertisement

    The Advertiser grants to Adslot a non-exclusive licence (with the right to sub-license) to use, disclose, publish, exhibit, transmit, communicate, adapt, reproduce or otherwise exploit the content of the Approved Advertisements for the purposes of publishing or causing the publication of the Approved Advertisements under this agreement or otherwise complying with its obligations under this agreement.

  13. Warranties and guarantees

    1. (a) The Advertiser represents and warrants to Adslot that:

      1. it has all right, title and interest, or the authority, necessary to enter into and perform its obligations under this agreement;

      2. all information provided by the Advertiser to Adslot relating to the Approved Advertisements will be complete, current and correct; and

      3. the Approved Advertisement does not infringe the Intellectual Property rights of any person and otherwise contain Unacceptable Content and the publication of the Approved Advertisements will at all times comply with all applicable laws, regulations, codes of conduct or guidelines.

    2. (b) The Advertiser acknowledges and agrees that Adslot does not represent or warrant to the Advertiser that:

      1. any Listed Inventory will be available for purchase by the Advertiser;

      2. any Advertising Purchase Request submitted by it will be accepted or that the requested Listed Inventory will be sold to the Advertiser;

      3. the Approved Advertisement is of a size or in the format which is required for publication on the relevant Publisher Websites and/or complies with the Publisher's instructions for the publication of advertisements on the relevant Publisher Websites;

      4. the Advertiser's access to and use of the Adslot Platform will be uninterrupted and secure at all times; and

      5. by using the Adslot Platform, the Advertiser will achieve any results or minimum number of Impressions.

  14. Limitation of liability

    1. (a) To the extent permitted by law, Adslot excludes all liabilities for any Loss, however caused (including by the negligence of Adslot) suffered by an Advertiser in connection with this agreement.

    2. (b) To the fullest extent permitted by law, Adslot's liability under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this agreement by any legislation (Statutory Warranties) is hereby excluded. Where Adslot is liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Adslot's liability for any breach of such Statutory Warranties shall be limited, at Adslot's option, to one or more of the following:

      1. if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired; and

      2. if the breach relates to services: the supplying of the services again or the cost of having the services supplied again.

    The Advertiser acknowledges and agrees that reliance by Adslot on this limitation of liability is fair and reasonable in all the circumstances.

    1. (c) To the extent permitted by law, Adslot excludes all liabilities for any Loss, however caused (including by the negligence of Adslot) suffered by the Advertiser in connection with any error or defect in the Adslot Platform, any delay or interruption to access and use of the Adslot Platform (including as a result of internet or telecommunications delay or interruption) or the Advertiser's access to, or use of, the Adslot Platform.

    2. (d) Adslot is not liable for any Consequential Loss (however caused) suffered or incurred by an Advertiser in connection with this agreement. This clause applies even if Adslot knew or ought to have known that the relevant Consequential Loss would be suffered.

    3. (e) Any claim by the Advertiser against Adslot for Loss however caused (including by Adslot's negligence) suffered by the Advertiser in connection with this agreement must be made within 30 days of the Advertiser becoming entitled to make the claim and any claim not made within this period is absolutely barred.

    4. (f) If Adslot does have any liability to the Advertiser under or in connection with this agreement, the maximum aggregate amount which the Advertiser can recover from Adslot for any and all such liability is limited to the amount of the Price paid to Adslot by the Advertiser for the Listed Inventory which the liability relates to or arises in respect of.

    This clause 14 does not apply to any liability which cannot lawfully be excluded or limited, including any liability Adslot may have to the Advertiser under the consumer guarantee provisions of the Australian Consumer Law.

  15. Indemnity

    1. (a) The Advertiser must indemnify and hold Adslot harmless against all Loss which arises or is incurred by Adslot (directly or indirectly) as a result of:

      1. any breach by the Advertiser of its warranties or obligations under this agreement; or

      2. any breach by either the Advertiser or the Publisher of its warranties or obligations under the Publisher's Contract or otherwise arising from or in connection with the Publisher's Contract; or

      3. any third party bringing a claim against Adslot or in any way related to the content or publication of any Approved Advertisement.

    2. (b) This obligation to indemnify will survive the termination of this agreement.

    3. (c) The Advertiser acknowledges and agrees that Adslot holds the benefit of this clause 15 for its own benefit and for the benefit of each Publisher of a Publisher Website in respect of which the Advertiser purchases Listed Inventory and that each such Publisher may directly enforce such provisions against the Advertiser.

  16. Taxes

    1. (a) All payments by the Advertiser under or in connection with this agreement shall be made in full, without any deduction or withholding in respect of Taxes unless the deduction or withholding is required by law.

    2. (b) If the Advertiser is required under any law to make a deduction or withholding in respect of Taxes from a payment to Adslot under or in connection with this agreement, the Advertiser must pay to Adslot an additional amount that ensures that, after the deduction or withholding is made, Adslot receives on the date of the payment an amount equal to the amount that Adslot would have received if the deduction or withholding had not been made.

    3. (c) All Campaign Fees are exclusive of Taxes imposed or levied in connection with the supply of the Adslot Platform.The Advertiser must pay an additional amount to Adslot equal to the Taxes at the same time as the payment of the Campaign Fees is made, subject to Adslot first providing the Advertiser with a Tax Invoice.

  17. Relationship between the parties

    The Advertiser acknowledges that Adslot only provides access to the Adslot Platform, and, in the case of Adslot Invoiced Inventory, purchases the Listed Inventory from the Publisher and resells it to the Advertiser or, in the case of Off-Platform Invoiced Inventory, uses its reasonable endeavours to arrange for the Publisher to sell the relevant Listed Inventory to the Advertiser, in each case upon Adslot's receipt of an Advertising Purchase Request for that particular Listed Inventory. The Advertiser acknowledges and agrees that this agreement does not create a relationship between the parties such that Adslot is an agent, fiduciary or trustee acting on the Advertiser's behalf.

  18. Variations

    The Advertiser acknowledges and agrees that Adslot may vary the terms of this agreement from time to time and any such variations will be effective immediately upon notification on the Adslot Platform. The Advertiser's continued use of the Adslot Platform following the notification will represent an agreement by the Advertiser to be bound by the terms and conditions of this agreement as amended.

  19. Privacy and marketing

    1. (a) The Advertiser acknowledges that Adslot may, in connection with the Advertiser's access and use of the Adslot Platform, collect personal information relating to the Advertiser.

    2. (b) By accessing and using the Adslot Platform, the Advertiser consents to the collection and use of such personal information by Adslot in accordance with Adslot's Privacy Policy (available at www.adslot.com.au). The Advertiser acknowledges that such use may include using the personal information to conduct direct marketing regarding other products or services of Adslot or its Related Entities, or disclosing the information to third parties (including Adslot's related entities) for such purposes.

    3. (c) The Advertiser consents to the use by Adslot (or its related entities) of the Advertiser's name, logo, image or other trade mark (or any likeness to such name, logo or image) for the purposes of Adslot (or its related entities) promoting the Adslot Platform, Adslot generally or Adslot's commercial relationship with the Advertiser.

  20. General

    Each party will promptly execute all documents and do all things that another party from time to time reasonably requires of it to effect, perfect or complete the terms and conditions of this agreement and any transaction contemplated by it.

    A provision of this agreement which can, and is intended to, operate after its conclusion will remain in full force and effect.

    This agreement will be construed and interpreted in accordance with the laws of the State of Victoria, Australia and each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of Victoria, Australia including the Federal Court of Australia.

    Adslot may assign its rights or obligations under this agreement at any time by providing ten days notice of the assignment to the Advertiser. The Advertiser may not assign its rights or obligations under this agreement without the prior written consent of Adslot.

    Adslot may sub-contract the performance of its obligations under this agreement to any sub-contractor Adslot considers appropriate without any requirement to notify the Advertiser or obtain the Advertiser's consent to the sub-contracting.

    This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties or their respective officers, employees or agents.

    If Adslot is prevented, hindered or delayed from performing its obligations under this agreement by a Force Majeure Event, then as long as that situation continues, Adslot will be excused from the performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly.

    No failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may still exercise that right in the future.

    If a party consists of more than one person:

    1. (a) an obligation of those parties is a joint obligation of all of them and a several obligation of each of them;

    2. (b) a right given to those parties is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and

    3. (c) a representation, warranty or undertaking made by those parties is made by each of them.

    If any provision of this agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

    Any notice, consent, approval, waiver or other communication in connection with this agreement may be given by a party by electronic communication to a current email address of the other party. Such messages will be deemed to be received one hour after the electronic communication is recorded as being sent by the device from which the sender sent that electronic communication, unless the sender knows or could reasonably be expected to know that an electronic communication system has failed and as a result, the electronic communication was not received.

    The Advertiser acknowledges and agrees that Adslot has taken all reasonable steps to preserve the security of the Advertiser's information it provides to Adslot and the Adslot Platform. However, no internet data transmission can be guaranteed as totally secure. Whilst Adslot strives to protect all data transmissions over the Internet (including the Advertiser's information), Adslot does not warrant and cannot ensure the security of any information the Advertiser transmit to Adslot or the Adslot Platform. Any information the Advertiser provides to Adslot is transmitted at its own risk.

    The rights and obligations of the parties under this agreement do not merge on completion of the relevant Campaign or termination of this agreement.