TERMS AND CONDITIONS

The following terms and conditions ("Advertiser Terms and Conditions") govern the placement and delivery of advertising ("Ad") as set forth in the Insertion Order submitted by the Advertiser. The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the "Advertiser Agreement".

This Agreement is entered by and between Ivenco Fze and the company named as advertiser in the Insertion Order ("Advertiser") and/or the agency listed in the Insertion Order for such Advertiser ("Agency"), if any.


1. Invoices

Invoices will be sent by Ivenco Fze as dictated in the payment schedule in your Media Plan, or otherwise from time to time according to Ivenco Fze normal billing procedures. Invoices will be sent by e-mail to the billing contact of the Advertiser or Agency, as applicable and as set forth in the Media Plan. Failure by Ivenco Fze for whatever reason to send a timely invoice will not affect Advertiser's obligation to pay for any Ads placed in accordance with the Media Plan. Opportunities to cancel media placements once a Media Plan is electronically signed are limited.


2. Terms of Payment

Payment is due within thirty (30) calendar days following the date of invoice, unless Ivenco Fze expressly agrees otherwise in the Insertion Order. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by Ivenco Fze shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Advertiser Agreement, except for income taxes.

Should the advertiser have any other outstanding and overdue amounts owed to Ivenco Fze for any other service or products, amounts paid for an advertisement may be applied to such other debts, in the discretion of Ivenco Fze.


3. Payment Liability

In the case of any Agency listed on the Insertion Order, Ivenco Fze will hold Agency and Advertiser jointly and severally liable for payments. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Upon Ivenco Fze request, Agency will make available written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser's acknowledgment that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions.


4. Delivery of Advertising Materials

The Advertiser will, at its sole cost and expense, create and deliver all advertising materials required for any Ad ("Advertising Materials") according to technical specifications provided by Ivenco Fze. If the delivered Advertising Materials do not conform to Ivenco Fze technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then Ivenco Fze, in its sole discretion, may: (a) reject such Ad and refund any applicable amounts paid in advance; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; in any case, Ivenco Fze may begin to charge the Advertiser on the Insertion Order start date on a pro rata basis based on the full Insertion Order for each full day the Advertising Materials are not received.


5. Advertiser and Agency Representations and Warranties

The Advertiser, and any Agency listed on the Insertion Order on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Advertiser or Agency hereunder and any material to which users can link through such Ad ("Linked Content"). The Advertiser represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses or other similar harmful or deleterious programming routines.


6. DISCLAIMER OF WARRANTIES

Ivenco Fze Provides its PUBLICATIONS, WEBSITES, AND SERVICES on an "AS IS" and "AS AVAILABLE" basis, without any warranty of any kind. In the event of any error or MALFUNCTION IN THE DISPLAY or DISTRIBUTION OF ANY AD, Ivenco Fze sole obligation will be to REPRINT or REDISPLAY THE AD as soon as reasonably practicable. Ivenco Fze disclaimns any and ALL WARRANTIES of any kind, whatsoever implied by statue or common law.


7. LIMITATIONS OF LIABILITY

In no event shall Ivenco Fze be liable for any loss of profits,depletion of goodwill and/or simmilar losses or loss or corruption of DATA or INFORMATION, or PURE ECONOMIC LOSS, or FOR ANY special, indirect or consequential loss, costs, damages, charges or expenses arising out of or in connection with this ADVERTISER AGREEMENT including any INSERTION ORDER (even if Ivenco Fze was advised of the possibility OF ANY OF the foregoing). Under NO CIRCUMSTANCES shall Ivenco Fze be liable to the advertiser, agency or any third parties for an amount greater than the amounts received by Ivenco Fze under the relevant inception order in relation to which such liability may arise. In lieu of refund, Ivenco Fze shall be permitted to cause the placement of "MAKE-GOOD" advertising, if the "MAKE-GOOD" advertising is provided within a reasonable period of time after the liability has accrued.


8. Indemnity

Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless Ivenco Fze and its affiliates, directors, officers, agents and representatives for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Advertiser Agreement by the Advertiser or such Agency as applicable (including Advertiser's Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order.

Come to see us
Business Center, AI Shmookh Building.
Umm Al Quwain Free Zone Authority PO Box 7073
Umm Al Quwain United Arab Emirates
Phone: + 9 71 582 06 3216
E-mail: production@ivencofze.com