Terms And Conditions
Services
- Client agrees to engage Dot Context Pvt. Ltd. (Dot Context) to perform advertising and marketing services. Dot Context may, from time to time, display advertisements, content, links, lead forms to gather contact information (“Leads”), and other creative assets on its network of proprietary and third-party affiliate websites (the “Network”), in accordance with these Client Terms and Conditions and the accompanying insertion orders (“Insertion Orders”). Together with these Client Terms and Conditions and any mutually agreed change requests, the Insertion Orders shall collectively constitute the “Agreement.”
- As set forth in the Insertion Order, Dot Context shall display banners, sponsored listings, featured placements, text links, keywords, or other promotional content (the “Advertisements”) on the Network (the “Services”).
- Dot Context will receive the filter criteria specified by the Client (“Lead Criteria”) in the Insertion Order, which will be used to determine which Leads are suitable matches for the Client. Unless modified in accordance with the Change Request procedure outlined below, the Lead Criteria agreed to and signed in the Insertion Order by Dot Context and the Client shall be deemed final for the provision of the Services. If the Client requires any changes to the Lead Criteria, Dot Context will implement such changes within fourteen (14) business days of the execution of a written request (“Change Request”) signed by both Dot Context and the Client. The Change Request shall be submitted in writing in the form annexed as Appendix 1 to these Terms and Conditions, which may be updated by Dot Context from time to time. The parties acknowledge that any changes to the Lead Criteria may result in mutually agreed price adjustments. Dot Context shall transmit Leads electronically to the Client in a mutually agreed manner only after both parties have agreed to the revised terms under the Change Request. Any Leads generated under the originally executed Insertion Order prior to the effective date of the Change Request shall remain valid, and the Client shall not be entitled to dispute the validity of such Leads on any grounds whatsoever. The Client acknowledges and agrees that Leads transmitted to the Client may also be shared with other clients of Dot Context and its corporate affiliates, unless otherwise specified in the Insertion Order(s).
Client Content
- Content delivered to Dot Context for display on the Network shall conform to the technical specifications (“Technical Specifications”) provided by Dot Context to the Client, as well as all restrictions on the content of the Advertisements set forth herein. Dot Context reserves the right, in good faith, to reject any Advertisements that violate any provision of this Agreement, any advertising guidelines provided to the Client from time to time, or that are otherwise contrary to public interest or applicable central and state laws and regulations.
- Dot Context may develop marketing content concerning the Client’s products and/or services for use or display on the Network (“Creative”). Such Creative may include Client-owned materials, as well as the Client’s trademarks, trade names, and logos (collectively, “Client Content”).
Client Representation and Warranties
- Client agrees that it will respond to each Lead courteously, professionally and promptly.
- The Client agrees that it shall not resell, redistribute, or attempt to resell or redistribute any Leads or contact information, including, without limitation, names, addresses, telephone numbers, and/or email addresses (“Lead Contact Information”), provided by Dot Context to the Client.
- Client agrees that it will only use the Lead Contact Information to contact the user with respect to the particular products or services in which the user expressed interest and for no other purpose and agrees to maintain such Lead Contact Information in confidence and in compliance with applicable privacy laws.
- On a monthly basis, the Client shall provide a conversion rate summary for the prior month to Dot Context. The conversion rate summary shall identify each Lead delivered to the Client, the date of delivery, the Lead ID number provided by Dot Context, and whether the Lead was converted. The Client shall use commercially reasonable efforts to notify Dot Context of any indications that Leads are not converting into customers as expected. Any information provided by the Client pursuant to this Section 2(d) shall constitute the Client’s Confidential Information.
- The Client shall not use Dot Context’s name or marks without obtaining prior written consent from Dot Context for any such use (including, but not limited to, use in publisher lists and promotional materials). Dot Context reserves the right to withhold such consent at its sole discretion, without assigning any reason.
- Client has the right to extend the license rights as per the Clause 6 of this Agreement.
Reporting and Payment
- Dot Context will track the applicable Services under the Agreement. Dot Context shall make reporting available at least weekly, either electronically or in writing, unless otherwise specified. In the event of any reporting discrepancies between Dot Context’s Service reports and any other performance reports related to the execution of the Services, Dot Context’s reports shall be deemed the final and authoritative record for the delivery of Services, including for the purposes of meeting applicable Service goals and invoicing.
- The Client shall pay the fees for the Services as set forth in the applicable Insertion Order. Unless otherwise specified in the Insertion Order or any Change Request, the Client shall be invoiced at the beginning of each month for the Services provided during the preceding month. Payment must be made to Dot Context within thirty (30) days from the invoice date. Late payments shall accrue interest at the rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. In the event of the Client’s failure to make payment, the Client shall be responsible for all collection costs, including reasonable attorneys’ fees and collection agency charges. Dot Context reserves the right to require advance payment for Services if the Client’s credit history is deemed unacceptable, not verifiable, or insufficiently established.
- Dot Context reserves the right to adjust its pricing under any Client Insertion Order upon providing thirty (30) days’ prior written notice to the Client. In the event that the Client wishes to reject any such pricing adjustment, the Client shall provide written notice of such rejection to Dot Context within five (5) days of receiving Dot Context’s notice of the price change. Upon such rejection, Dot Context shall have the option, without any liability, to either continue providing Services and Leads to the Client under the existing pricing terms or terminate the Agreement upon written notice.
Make goods
- The Client’s sole remedy for non-delivery or under-delivery of all or any portion of the Services shall be limited to either: (i) a refund of the proportionate fees paid in advance for the Services that were not delivered or were under-delivered, as applicable; or (ii) Dot Context’s provision of make-good Services under terms mutually agreed upon by both parties.
License
- The Client hereby grants Dot Context a non-exclusive, worldwide license to:
- (i) market, display, reproduce (including compression and temporary storage), distribute, perform, transmit, promote, and otherwise use any Advertisements provided and/or approved by the Client;
- (ii) develop Advertisements on behalf of the Client, including banners, sponsored listings, featured placements, text links, and keywords, for the purpose of performing the Services;
- (iii) use the Client’s copyrighted materials, brands, and trademarks as part of the Advertisements provided and/or approved by the Client in connection with the performance of the Services; and
- (iv) reproduce and display the Client’s trademarks, trade names, logos, and any informational materials relating to the Client on the homepages of, within any lead forms, quoting platforms, website listings, or other similar locations on the Network.
Such licenses shall automatically terminate upon the expiration or termination of this Agreement.
Term and Termination
- The Agreement shall be effective as of the date of the first Insertion Order entered into between the parties and shall continue for a period of twelve (12) months. Thereafter, it shall automatically renew for successive one (1) year terms unless terminated earlier in accordance with this Section. The Client shall not have the right to terminate the Agreement for convenience. Either party may terminate this Agreement for cause upon written notice in the event of a material breach that remains uncured for thirty (30) business days following receipt of written notice of such breach. In addition, if the Client’s account becomes past due, Dot Context reserves the right to suspend any campaign until the Client brings its account current. Termination of this Agreement shall not relieve the Client of its obligation to make payments to Dot Context for Services rendered prior to the effective date of termination, nor shall it entitle the Client to any refund of fees already paid under this Agreement.
Confidentiality
- Neither party shall use or disclose any Confidential Information of the other party except as expressly permitted under this Agreement. For the purposes of this Agreement, “Confidential Information” means information that:
- (i) derives independent economic value, actual or potential, from not being generally known to, or readily ascertainable by, other persons who can obtain economic value from its disclosure or use; and
- (ii) is subject to reasonable efforts under the circumstances to maintain its secrecy or confidentiality.
- (a) has been independently developed by the receiving party without access to the disclosing party’s Confidential Information;
- (b) becomes publicly available through no breach of this Agreement by the receiving party;
- (c) is rightfully received from a third party authorized to make such disclosure;
- (d) is approved for release in writing by the disclosing party; or
- (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party promptly notifies the disclosing party in writing of such requirement and cooperates, at the disclosing party’s request and expense, in any lawful effort to contest or limit the scope of such disclosure.
Ownership
- Each party will retain all right, title and interest in and to its Confidential Information, websites, intellectual property, its Source Data, any data it obtains from its websites, and any Creative that it develops hereunder (other than the content or intellectual property provided by the other party).
Non-circumvention
- The parties acknowledge and agree that it is in their mutual best interest to minimize the cost of internet media distribution for the Client’s marketing materials. Accordingly, during the term of this Agreement, the Client shall not displace, and shall use its best efforts to ensure that any person or entity acting on its behalf does not displace, Dot Context’s media placements on any web properties operated by publishers that promote or have previously promoted Dot Context’s proprietary web properties and/or Dot Context’s clients. During the term of this Agreement and for a period of one (1) year following its termination, the Client shall not, directly or indirectly, engage or contract for the provision of Services with any publisher of Dot Context. For the purposes of this Section, references to Dot Context shall include its corporate affiliates.
Representations and Warranties
- The Client represents and warrants that:
- (i) it has all necessary rights and permissions to offer, sell, and/or license its products and services through the Advertisements and its websites;
- (ii) its Advertisements and websites comply with all applicable central and state laws and regulations, including, without limitation, those prohibiting false or misleading advertising and the promotion of illegal products;
- (iii) the Advertisements and its websites do not infringe upon any intellectual property rights or other rights of third parties, including rights of publicity and privacy;
- (iv) the Advertisements and its websites do not contain any content that is sexually explicit, constitutes hate speech, is defamatory, obscene, or otherwise inappropriate; and
- (v) the Advertisements and its websites do not contain any viruses, Trojan horses, rootkits, adware, spyware, or other malicious code.
- Each party warrants that it will comply with applicable law in connection with its direct activities related to this Agreement, including, without limitation, its use of any Lead Contact Information.
Indemnification
- The Client assumes all liability for, and shall indemnify, defend, and hold Dot Context, its affiliates, officers, directors, and employees harmless from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, damages, and expenses (including reasonable attorneys’ fees and expenses) of any kind or nature arising out of or related to any breach or alleged breach by the Client of its representations, warranties, or obligations under this Agreement. Dot Context assumes all liability for, and shall indemnify, defend, and hold the Client, its affiliates, officers, directors, and employees harmless from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, damages, and expenses (including reasonable attorneys’ fees and expenses) of any kind or nature arising out of or related to any breach or alleged breach by Dot Context of its representations, warranties, or obligations under this Agreement.
Governing Law and Venue
- This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The parties agree to make all reasonable efforts to resolve any disputes arising out of or in connection with this Agreement through mutual discussions. If the dispute is not resolved within fifteen (15) business days from the commencement of such discussions, it shall be referred to and finally resolved by binding arbitration in Delhi. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (the “Arbitration Act”). The arbitral tribunal shall consist of a sole arbitrator jointly appointed by the parties within thirty (30) days of the dispute. In the event the parties are unable to agree on the appointment of an arbitrator, the arbitrator shall be appointed in accordance with the provisions of the Arbitration Act. The parties agree that, until the completion of the arbitration proceedings, they shall not initiate proceedings before any court of law, except as may be required for interim relief under applicable law. All arbitration proceedings shall be conducted in Delhi, and the language of arbitration shall be English.
Assignment
- Neither party may assign or transfer, whether by operation of law or otherwise, any of its rights or delegate any of its obligations under this Agreement to any third party without the prior written consent of the other party. Notwithstanding the foregoing, Dot Context shall have the right to assign its rights and obligations under this Agreement to any of its affiliates, or to any entity acquiring all or substantially all of its assets, or to any successor to Dot Context’s business pursuant to a change of control. Any attempted assignment, transfer, or delegation in violation of the foregoing provisions shall be null and void.
Miscellaneous
- This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications between the parties. No modification or amendment of this Agreement shall be binding unless made in writing and signed by both parties. In the event of any conflict between these Terms and Conditions and any Insertion Order or Change Request, the terms of the applicable Insertion Order or the most recent Change Request shall prevail. The relationship between the parties is that of independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship between them. A party’s waiver of, or failure to enforce, any right under this Agreement on one occasion shall not be deemed a waiver of any other right on that or any other occasion. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Any notice, approval, or other communication required or permitted under this Agreement shall be made in writing and delivered via facsimile, email, overnight courier, or certified or registered mail (postage prepaid, with return receipt requested) to the contact details specified in the Client Insertion Order. Dot Context may identify the Client as its client in its marketing materials.
Agency
- If the Client is acting as an agent on behalf of another entity (the “Principal”), the Client represents and warrants that it has full authority to bind the Principal to the terms of this Agreement and shall ensure that the Principal complies with such terms. Notwithstanding the foregoing, the Client shall remain solely liable to Dot Context for all fees due and any other liabilities incurred under or in connection with this Agreement.
Survival
- Sections 8, 9, 10, 12, 13 and 14 of this Agreement shall survive the expiration or termination of this Agreement.