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TERMS AND CONDITIONS

Last update: January 2014

FlashGameCPM Game Ad Network LTD reserves the right to modify these terms at any time and will keep the users posted with an update.

Insertion orders and inventory

Interested parties may negotiate insertion orders from time to time, to deliver advertisements provided by Agency. Each IO shall identify the price, maximum budget, the precise time period for the campaign as well as the contact information for any third party involved. It is the responsibility of the Media Company to make commercially practical efforts to inform Agency within 2 business days of the receipt of an IO. A written approval of the IO and the display of the first Ad impression by Media Company and Agency need to be accepted first. Any prior modifications to the originally submitted IO are not obligatory unless signed by both parties. All amendments to acknowledged IOs must be made in writing and recognized by the other party in writing.

Placing the Ad and its Positioning

The Media Company must observe the IO, including all restrictions and requirements regarding Ad placement to develop a rationally balanced deliverance schedule. Any exceptions need to be approved in writing by Agency. Commercially reasonable efforts will be employed by the Media Company to offer the Agency at least 10 working days, in case of any alteration of any changes to the Site that can alter the target audience or even affect the placement and the size of the Ad. The Agency can immediately cancel the size or the remainder of the IO, without penalty, in case any such modifications occur without notice within the 10-day notice period. With no such notification from the Media Company, the Agency may call off the remainder of the IO within 30 days and shall not be charged for any Ads distributed after such modification.

The acceptance of an IO final technical specifications will be made accessible to Agency by the Media Company within 2 working days of acceptance. Ad delivery shall meet the terms with editorial guidelines stated on the IO. The Media Company will be notified of any Ad, violating the editorial guidelines and it should make commercially reasonable efforts to correct any such violations. In case any agreement is not reached within 5 working days from the execution of such correction, the IO can get cancelled immediately without penalty.

Payment and liabilities

The first invoice will be sent by first month's delivery or within 30 days of completion of the IO. The billing address in the IO should consist of reasonable information such as IO number, brand name, Advertiser name and any other identifiable reference that can help in the invoicing on the IO. All invoices must be received within 180 days of delivery of all Deliverables. Any failure by Media Company to send the invoice on time shall be looked upon as a waiver of right to payment. The invoices should also accompany for proof of performance for the invoiced period.

Payments will be made within 30 days from receipt of invoice or as defined in the payment schedule set forth in the IO. The Media Company can bring into notice of the Agency of any payments not paid. The Media Company can hold the Agency legally responsible for payments solely, unless and otherwise set forth by Agency on the IO. The Agency agrees to make every rational effort to clear payment from Advertiser in a timely manner and its credit is instituted on a client-by-client basis. Media Company will be made available a written confirmation on request, about the relationship between Agency and Advertiser that will include the acknowledgement of the Agency as its agent. The advertiser is acknowledged that the Agency is the agent and is certified to act on its behalf in relationship with the IO. The Agency can also confirm whether Advertiser has paid sufficient advance funds to Agency.

Reporting

The Media Company must offer confirmation to Agency within 2 business days of the start date on the IO, in writing or either electronically. Reporting shall be made available at least weekly or as specified particularly in the IO. Reports must be summarized by content area and creative execution and other variables defined in the IO. Once the electronic or online report has been provided by the Media Company, it agrees that Advertiser and the Agency are at liberty to rely on it, and are subjected to acceptance of Media Company's invoice for such period.

If the Media Company fails to convey a complete as well as accurate report within the time specified, or no report at all, any such error must be corrected by the Media Company within 5 working days. Failure to correct may result in nonpayment unless and until the Media Company provides sufficient proof of performance and such report within 180 days of delivery of all Deliverables.


Termination and annihilation

The Agency has the right to cancel the IO with 30 days prior written notice, at any time prior to serving of the first impression without any penalty. The Advertiser holds responsibility for the first 15 days of the IO. The Media Company will be offered a written notice of cancellation that will remain effective for 30 days after serving the first impression of the IO; or 14 days after offering Media Company any such written notice.

The IO can get terminated at any time by either party if any of them is in material breach of its obligations and if that is not corrected within ten days after the written notice period. If the Agency or Advertiser commits an infringement of the same Policy on 3 different occasions and after having received notice of each such breach in a timely manner, the Media Company may then terminate the associated IO upon written notice. If Advertiser and Agency do not correct a breach of a Policy within the ten day correction period after written notice, the Media Company may end the IO connected with such breach upon written notice.

Bonus impressions
Where Agency is making use of a third Party Ad Server, Media Company will not get more than a 10% bonus above the Deliverables specified in the IO without a previous written permission from Agency. Regardless of over-delivery, exclusive and permanent placements shall run for a specific period of time. The Media Company will not charge the Agency for any additional Ads beyond any guaranteed level. If the Media Company is notified by the Agency that capped levels, as declared in the IO have been arrived at, the Media Company will make practical efforts to suspend delivery. It can serve additional Ads itself within 48 hours or be held responsible for any further advertising units.

Where no third Party Server for Ad is involved, the Media Company can bonus as many ad units as preferred by the Media Company and the Media Company will not charge the Agency for any extra advertising units, as guaranteed in the IO.

Ad Material

The obligation lies with the Agency to offer Advertising Materials in agreement with Media Company's specifications and advertising criteria. There are technical specifications, content limitations, user experience policies as well as privacy policies to be looked into.

Media Company holds the right within its caution to remove or reject any Ads from its Site that does not comply with its Policies. Any ads that promote scorn upon Media Company or ridicule any of its Affiliates can also get removed immediately. The Media Company will make reasonable efforts to accept alternative Advertising Materials from Agency.

Media Company will make reasonable efforts to inform Agency if the Advertising Materials offered by Agency are spoiled, and not according to the Media Company's specifications, or otherwise improper. The submitted Ads will not be edited or modified in any way without the approval of the Agency. The Media Company is expected to comply with these Terms and Conditions and follow any written instructions offered by Agency.

Limitation of Liability
Under no event or occasion, will either party be legally responsible for any significant, incidental, indirect, special damages whatsoever that result from a breach or any intentional misconduct by the parties, even if such party has been given advice of the likelihood of such damages.

Third Party Ad servers
If a 3rd Party Server is used, the Agency will also track delivery through its subcontracted 3rd Party while the Media Company will follow delivery through its ad server. Media Company and Agency will agree to provide reciprocal access from both ad servers and weekly placement activity reports to each other. A reconciliation effort will be facilitated between3rd Party Ad Server and Media Company in case of any discrepancy.

Media Company will make rational efforts to publish, and Agency shall make realistic efforts to cause the 3rd Party Ad Server to publish regards to compliance with Measurement Guidelines. Where a 3rd Party Ad Server is being utilized, and for some reason, the third Party Server for advertisement cannot supply the Ad, the Agency has a right one-time only to suspend delivery momentarily to the IO for 72-hours.

Media Company has all the important licenses and clearances to sell the inventory embodied in the IO subject to the terms and conditions of this agreement and that includes any applicable Policies.