GENERAL TERMS AND CONDITIONS
1. PREAMBLE
1.1 This GENERAL TERMS AND CONDITIONS which is concluded between OMEGA MEDIA WORLDWIDE JSC (OMEGA MEDIA) and the PUBLISHER, shall be deemed to be incorporated into any INSERTION ORDER between the parties.
The OMEGA MEDIA is referred to in these TERMS AND CONDITIONS, is expressly defined in the applicable INSERTION ORDER.
1.2 OMEGA MEDIA cooperate with the PUBLISHER in global mobile advertising campaigns seeking an audience.
2. PURPOSE
The purpose of these TERMS AND CONDITIONS is to define the set of conditions under which OMEGA MEDIA and the PUBLISHER shall have to follow. These TERMS AND CONDITIONS shall apply, without limitation or qualification, to all services offered by PUBLISHERS to OMEGA MEDIA.
3. DEFINITIONS
In addition to the definitions included in these TERMS AND CONDITIONS, unless otherwise expressly provided, the terms used in the CONTRACT and INSERTION ORDER shall have the meanings ascribed to them below:
- ADVERTISING MATERIAL means all advertising elements provided by OMEGA MEDIA to PUBLISHER, after integration of the system with APPA (Omega Media’s Affiliate Platform).SIGNING ENTITY, in order to promote clients’ products and services and redirecting to APPA;
- CAMPAIGN means the product subject to an INSERTION ORDER or EMAILS, the characteristics of which correspond to the OMEGA MEDIA’s instructions, for the distribution of a given ADVERTISING MATERIAL, under conditions defined in accordance with these TERMS AND CONDITIONS;
- APPA means global mobile advertising platform with traffic from mobile applications or sites owned or operated by OMEGA MEDIA;
- CONTRACT means these TERMS AND CONDITIONS and the INSERTION ORDERS;
MATERIAL;
- COST PER INSTALL means that the parties agree that a payment shall become due by OMEGA MEDIA when a VISITOR downloads and installs application(s) and being recorded on APPA
- COST PER ACTIONS/COST PER LEAD means that the parties agree that a payment shall become due by OMEGA MEDIA when a VISITOR downloads, installs application(s) and performs the targeted action and being recorded by tracking tools.
- INSERTION ORDER means the purchase order stating all conditions necessary of a campaign/order on APPA, as per the instructions of OMEGA MEDIA, and the content of which is presented to APPA in the form of a CAMPAIGN;
- TRACKING TECHNOLOGY means all traceability tools integrated into the ADVERTISING MATERIAL provided by OMEGA MEDIA;
- VISITOR means a web user who is redirected to APPA.
4. LIABILITY OF OMEGA MEDIA AND PUBLISER
4.1 OMEGA MEDIA, for the purposes of the CAMPAIGN, agrees to provide the PUBLISHER with all items, material and information relating to the ADVERTISING MATERIAL, in order to establish the link and redirection. OMEGA MEDIA further agrees to do so in accordance with PUBLISHER’s requirements concerning the integration of the TRACKING TECHNOLOGY and the presentation of the CAMPAIGN on APPA.
4.2 OMEGA MEDIA authorize the set-up of necessary elements on the ADVERTISING MATERIAL.
4.3 The PUBLISHER is responsible for the ADVERTISING MATERIAL. The PUBLISHER ensures that it has all necessary rights or approvals, particularly regarding publishing and dissemination worldwide, for all ADVERTISING MATERIAL and PUBLISHER MEDIUM elements (in particular text, images and videos).
4.4 OMEGA MEDIA shall remain fully (and the sole person/entity) liable for relations with its clients, sale conditions, orders, deliveries and their payment.
4.5 CAMPAIGN which is ordered by OMEGA MEDIA will be under OMEGA MEDIA’s client list, The PUBLISHER is not allowed to approach or discuss directly with OMEGA MEDIA’s clients. It is will be applied to the current Clients by OMEGA MEDIA. In case OMEGA MEDIA finds out the PUBLISHER is trying to approach or propose to OMEGA MEDIA’s clients, OMEGA MEDIA have the right to stop cooperation with the PUBLISHER and the PUBLISHER shall return 100% the revenue from the previous campaign with Omega for breaching the contract.
4.6 In case OMEGA MEDIA’s client approaches the PUBLISHER (with evidence proved), the PUBLISHER should inform OMEGA MEDIA in advance and commit to quote the price not lower than the price quoted by OMEGA MEDIA. In case OMEGA MEDIA find out that the PUBLISHER quote the lower price than OMEGA MEDIA, OMEGA MEDIA have the right to stop cooperation with the PUBLISHER and the PUBLISHER shall return 100% the revenue from the previous campaign with Omega for breaching the contract.
5. MODIFICATION, WITHDRAWAL, DURATION OF THE CAMPAIGN
5.1 Both Parties shall have the right to terminate the CAMPAIGN pursuant to the CONTRACT.
5.2 In any case, both Parties can exercise its right of withdrawal, modification, or suspension of the CAMPAIGN in accordance with a notice period of forty-eight (48) hours. The PUBLISHER undertakes to exercise this right in good faith.
5.3 For any change to the provisions of the INSERTION ORDER regarding the price system or type of action, OMEGA MEDIA may opt to consent by email or other means of communication to such change or negotiate with the PUBLISHER for alternative solutions such as campaign reschedule or seek make goods within forty-eight (48) hours or two (2) working days, whichever longer, prior to the new provisions coming into force.
6. PAYMENTS
6.1 Currency: Unless otherwise noted, all payments shall be made in $USD
6.2 Invoices and Payment terms: PUBLISHER will issue invoices to OMEGA MEDIA each month based on OMEGA MEDIA’s reported delivery data and OMEGA agrees to pay PUBLISHER invoices within Thirty (30) business days of receipt. Publisher acknowledges and guarantee that the billing information filled in the IO is matched with the billing information noted in the invoice. If the information is not matched, OMEGA MEDIA is not responsible for any issues in the payment process.
6.3 The PUPLISHER is in charge of Overseas remittance receipt fee at publisher’s local bank.
6.4 OMEGA MEDIA is in charge of 5% withholding tax in Vietnam
7. TERMINATION, SUSPENSION
In the event of a breach by either party of any of their obligations under this CONTRACT and not remedied within fifteen (15) days of the notice of the breach in question, the other party may terminate the CONTRACT, without prejudice to any damages and interest which may be claimed.
8. RESCISSION
During the effective term of the contract, the Parties have no right to rescind the Agreement except in case one party breach of substantial obligations of this contract. The party rescinding the contract must immediately notify the other party of the rescission in written; if failing to give notification, thereby causing damages, it shall have to pay the compensation, therefore. The party rescinding the contract will pay a certain penalty equal to 08% (eight percent) of the value of the breached contractual obligation portion.
9. EFFECT, TERM AND RENEWALS
9.1 The CONTRACT shall be effective at the date of the signature of the first INSERTION ORDER.
9.2 The CONTRACT is for an indefinite term. The CONTRACT shall renew automatically for consecutive one-year terms and shall be terminated after the closure of all PUBLISHER accounts and after payments of all due amounts.
10. CONFIDENTIALITY
The PUBLISHER and OMEGA MEDIA WORLDWIDE JSC shall undertake on their behalf and that of their employees, to treat all documents, data, systems or expertise from the other party, of which they could have knowledge at the time of execution of the CONTRACT, as confidential for the entire duration of these TERMS AND CONDITIONS and not to use them outside the scope of this CONTRACT.
11. PUBLISHER INFORMATION AND COMPLIANCE
11.1 The PUBLISHER represents that it is aware, in all aspects of its use, of the PLATFORMS, the international nature of the telecommunications network used and that, in essence, any information, data or communication issued or conveyed by the ADVERTISING MATERIAL shall take this into account.
11.2 The PUBLISHER acknowledges that it has verified that the service meets its needs and has all the information and advice needed to knowingly enter this CONTRACT.
12. FORCE MAJEURE
If we believe the release of information about you is necessary to respond to legal process, to investigate or remedy potential violations of our policies, or to protect the rights, property, and safety of others, we may share your information as permitted or required by any applicable law, rule, or regulation. This includes exchanging information with other entities for fraud protection and credit risk reduction.
CONTACT US
If you have questions or comments about this General Terms and Conditions please contact us at:
Omega Media Worldwide JSC
142 Le Duan, Dong Da
Ha Noi – 100000
Email: [email protected]
Tel : +84 243 218 1488