Terms of agreement
I. THE CONTRACTING PARTIES
This co-operation agreement (hereinafter Agreement) has been signed between the following parties: Improve Media Ltd (Business ID: 2627555-5), Address: Kuortaneenkatu 1, 00520 Helsinki (hereinafter Improve Media) and the company that has accepted the Agreement (hereinafter Client). Hereinafter Improve Media and the Client will be jointly referred to as the Parties.
II. THE PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to decide the terms and procedures on which basis Improve Media will, on behalf of the Client and during the period of the Agreement, sell the advertising space on the Client’s website, including the possible mobile and other versions of the site as well as intra and extranet (later “Site”) and commercialize the Site user data.
III. TASKS AND OBLIGATIONS OF THE PARTIES
1. Ad traffic:
Improve Media is responsible for ad trafficking with its advertising management system. Clients integrate Improve Media or its subcontractor’s advertising management so that ad trafficking can be managed with the desired system.
Improve Media’s task is to take care of the advertising materials it sells from the advertiser-client.
2. Ad management system
Improve Media implements campaigns with Improve Media’s ad management system.
Ad management tags of the most important ad formats are to be added to the Client’s Site. Client and Improve Media agree on the ad formats that are sold on the Site through Improve Media.
Improve Media will deliver a sales report to advertisers.
4. Cookies and utilizing the data
Improve Media or its affiliates may also sell target group information describing the Site users to third parties. Third parties may combine target group information describing Improve Medias ad network Site users to target their advertising.
5. Sale materials:
The Client provides the sales materials (including ppt. presentation and web media card) for Improve Media. For marketing and sales purposes, Improve Media has the right to present the Site and include extracts from its advertising and sales materials in cases that the Client gives Improve Media permission to use Client’s trademark, product names and visual appearance of the Site. Improve Media promises to comply with the reasonable instructions concerning the use of trademarks, product names and visual appearance given by the Client at each time.
6. Organizing the sales:
Improve Media is independently responsible for organizing and implementing the sales as well as for pricing and discounting of the ads and data.
Improve Media’s selling commission is thirty-five percent (35%) of its monthly sales. The Clients share is sixty-five percent (65%) of Improve Media’s net sales.
Improve Media manages the invoicing of media advertising for Improve Media’s sales. Improve Media accounts the advertiser-customers monthly. The accounting will be paid within two months after the end of the payment month.
Both Parties will be responsible for the proven credit losses with respect to their own share.
When necessary, the Client has the right to check the invoicing, which is based on the revenue.
8. The Site:
The Client is responsible for ensuring that the Site is not in conflict with the law, the regulations of the authorities, the good practices or the ethical rules of advertising, and does not offend the intellectual properties or any other rights of third parties. The Client must also ensure that the Site does not include any computer viruses or other malicious software or code that may cause damage to Improve Media or third parties. The Client isn’t allowed to use any means to artificially increase the impressions or clicks of the Site’s ads. The Site should primarily target users of age.
IV. DURATION OF THE CONTRACT
The terms of this Agreement shall apply when the Client has accepted the Agreement. This Agreement is permanent and has a six-month (6) mutual term of notice.
Each Party has the right to terminate this Agreement with immediate effect if the other Party essentially violates its obligations under this Agreement and does not remedy the breach within thirty (30) days after receiving a written request from the other Party (if the breach can be corrected). Each Party has also the right to terminate this Agreement if the Party is declared bankrupt, debt restructured, liquidated or declared insolvent.
Improve Media is entitled to a commission for its own sales and the offers that lead to sales during the duration of the Agreement.
Upon termination of the Agreement, the Client commits to immediately removing Improve Media’s ad tags from the Site.
V. OTHER CONDITIONS
Without written consent of the other Party, the Parties have no right to transfer the Agreement or any of their rights or obligations based on the Agreement to third parties. However, Improve Media has the right to transfer the Agreement to another company in its corporation, to which the business or part of it is transferred.
Improve Media has the right to make changes to the Agreement and to the services described in it by notifying the Client good time in advance, if possible. Changes in the Agreement will apply, when the Client has accepted the terms via e-mail, for instance, or when the Client continues to use the service after receiving Improve Media’s notice of the changes in the terms thirty (30) days prior to the date the changes come into effect.
Neither Party is liable for any consequential or indirect damages. Improve Media’s liability for direct damages is limited to the amount that corresponds to the amount of payments made by the Client in the previous six (6) months. The aforementioned limitations of liability will not apply if the damage is caused intentionally or through gross negligence or if the Client breaches Section III 4 or III 8.
The Finnish law, excluding the choice of law, governs the Agreement. Disagreements about the Agreement should primarily be settled through negotiations. If no amicable settlement is reached, the dispute will be settled in the Helsinki District Court.