Advertiser 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 Foreshop Holdings Ltd (“FORESHOP” or “Company”) and the company named as advertiser in the Insertion Order (“Advertiser”).
Invoices. Invoices will be sent by FORESHOP as dictated in the payment schedule in your Media Plan, or otherwise from time to time according to FORESHOP’s normal billing procedures. Invoices will be sent by e-mail to the billing contact of the Advertiser, as applicable and as set forth in the Media Plan. Failure by FORESHOP 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.
Terms of Payment. Advertiser may make payments by PayPal services, Credit Card or by Wire transfer, unless FORESHOP 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 FORESHOP 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.
Payment Liability. In the case of any Agency listed on the Insertion Order, FORESHOP 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 FORESHOP’s request, Agency will make available written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement 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.
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 FORESHOP. If the delivered Advertising Materials do not conform to FORESHOP’s technical specifications or do not arrive timely enough to deliver the Ad on any agreed dates according to the Insertion Order, then FORESHOP, 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 by the Advertiser, or (ii) the late-arriving Advertising Materials are received; in any case, FORESHOP 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.
Advertiser and Agency Representations and Warranties. The Advertiser, and any Agency listed on the Insertion Order on its behalf, are jointly and severally, 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; or (f) involve “spam”, mail fraud, pyramid schemes or investment opportunities or advice not permitted by law; or content that is otherwise inappropriate or unlawful.
Advertiser releases Foreshop from any and all liability arising from Advertiser’s use of the ads and advertising materials as permitted in this Agreement or IO.
The Advertiser acknowledges that Foreshop will not be required to publish any ad that is not in accordance with its policies, restrictions or specifications as determined in Foreshop’s sole discretion. Notwithstanding the foregoing, the Advertiser acknowledges that Foreshop’s policies, specifications and/or recommendations should not be construed as legal advice, or as sufficient guidelines to ensure that such ads comply with applicable law. Foreshop shall have no obligation to monitor or edit the ads, and Foreshop assumes no obligation and hereby disclaims any liability for Advertiser’s use or placements of any ads.
Disclaimer of Warranties. FORESHOP PROVIDES ITS AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. FORESHOP DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND EXPRESSLY EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.
Limitations of Liability. IN NO EVENT SHALL FORESHOP BE LIABLE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR 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 IN CONNECTION WITH THIS ADVERTISER AGREEMENT INCLUDING ANY INSERTION ORDER (EVEN IF FORESHOP WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL FORESHOP BE LIABLE TO THE ADVERTISER, AGENCY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY FORESHOP UNDER THE RELEVANT INSERTION ORDER IN RELATION TO WHICH SUCH LIABILITY MAY ARISE.
NO GUARANTEE. To the fullest extent permitted by law, Foreshop disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions; (iv) clicks; (v) conversions or other results for any ads; and (vi) the adjacency or placement of ads within the advertising networks used by Foreshop. Advertiser acknowledges, agrees and accepts the risk that prohibited or improper activity can be generated by third parties, and any credits or refunds for such activity are at Foreshop’s sole discretion. Foreshop shall have no responsibility or liability in relation with any third party click fraud or other improper actions or fraud that may occur.
Indemnity. Each of the Advertiser and any Agency agrees to indemnify, defend, and hold harmless FORESHOP 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.
Ownership: Foreshop is the sole owner of any and all intellectual property rights associated with the Services herein. Foreshop retains all rights, title and interest, including any and all intellectual property rights in and to any materials created, developed or provided by Foreshop in relation to Advertiser’s campaign. Foreshop reserves all rights not expressly granted herein.
Data Protection. For the purposes of these terms ‘Applicable Data Protection Law’ shall mean: (a) any applicable local implementing legislation of the Data Protection Directive; (b)from 25th May 2018, the General Data Protection Regulation ((EU) 2016/679 (“GDPR”), read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; (c) from the date of implementation, any applicable local legislation that supersedes or replaces the GDPR in a country or territory or which applies the operation of the GDPR as if the GDPR were part of any applicable local legislation; and (d) any other applicable data protection or privacy law of any jurisdiction. Foreshop and the Advertiser agree to comply with the relevant provisions of Applicable Data Protection Laws. Advertiser warrants and undertakes that it has obtained and shall obtain all necessary consents (in accordance with all applicable law, including Applicable Data Protection Law) in relation to any Personal Data controlled by the Advertiser and processed by Foreshop in accordance with this Agreement.
10. Miscellaneous. This Advertiser Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Advertiser Agreement will be governed and construed in accordance with the laws of the State of Israel. The Advertiser and FORESHOP agree to submit to the exclusive jurisdiction of the courts of the State of Israel. If any provision of this Advertiser Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.