Advertising Program Terms and Conditions
These Advertising Program Terms (“Terms”) are entered into by Dataswyft Sdn Bhd (“Dataswyft”) and the entity executing these terms or that accepts these terms (“Customers”).
This program is in beta testing and is provided ‘as is’ without any warranties, express or implied. The participants of this program acknowledge that they are participating at their own risk. Dataswyft does not guarantee that the program will be error-free, uninterrupted, or meet the customers or end-users’ requirements. Dataswyft shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use or inability to use the technical software. By participating in this program, customers agree to hold harmless the Dataswyft and all associated parties from any claims, damages, or losses.
Programs. Customer authorizes Dataswyft and its affiliates to place Customer’s advertising materials, feed data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Dataswyft or its affiliates on behalf of Dataswyft or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Ads, (ii) Ads targeting decisions (e.g., keywords) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes Dataswyft and its affiliates to use automated tools to format Ads.
Policies. Dataswyft will comply with the Dataswyft Privacy Policy available at dataswyft.com/legal
Testing. Customer authorizes Dataswyft and its affiliates to periodically conduct tests that may affect Customer’s Use of Programs, including Ad formatting, Targets, Destinations, quality, ranking, performance. Customer authorizes Dataswyft to conduct such tests without notice or compensation to Customer.
Ad Cancellation. Unless a Policy, the Program user interface, or an agreement referencing these Terms (a Variation Order or “VO”) provides otherwise, either party may cancel any Ad at any time but if Customer cancels an Ad after a commitment date provided by Dataswyft (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by Dataswyft to Customer, and the Ad may still be published. Customer will not be relieved of any payment obligations for Ads not submitted or submitted by Customer after the due date provided by Dataswyft. Dataswyft will not be bound by a Customer-provided IO.
Warranty, Rights, and Obligations. Customer warrants that (a) Customer holds, and hereby grants Dataswyft, its affiliates and Partners, the rights in Ads, Destinations, and Targets for Dataswyft, its affiliates and Partners to operate the Programs and (b) all information and authorizations provided by Customer are complete, correct and current.
Disclaimers. (a) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND DATASWYFT, ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF DATASWYFT, ITS AFFILIATES OR DATASWYFT’S PARTNERS MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.
Limitation of Liability. NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER OR IN CONNECTION WITH THESE TERMS (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY: (I) LOSS OF PROFIT; (II) LOSS OF ANTICIPATED SAVINGS: (III) LOSS OF BUSINESS OPPORTUNITY; (IV) LOSS OF OR CORRUPTION OF DATA; (V) LOSS OR DAMAGE RESULTING FROM THIRD PARTY CLAIMS; OR (VI) INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES; SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE IN CONTEMPLATION OF THE PARTIES AT THE DATE THESE TERMS WERE ACCEPTED BY CUSTOMER); AND (b) SUBJECT TO SECTION 9(a) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FROM ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS UNDER OR IN CONNECTION WITH THESE TERMS, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT PAYABLE TO GOOGLE BY CUSTOMER UNDER THE TERMS IN THE TWO MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT (OR FIRST IN A SERIES OF CONNECTED EVENTS) OCCURRED; AND (II) US$10,000.
Indemnification. Customer will defend, and indemnify Dataswyft, its Partners, agents, affiliates, and licensors (each an “Indemnified Person”) against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer, except in relation to each Indemnified Person, to the extent that the third party claim or liability arises as a direct result of: (a) that Indemnified Person’s negligence or misconduct; or (b) that Indemnified Person’s breach of the Terms. Partners are intended third-party beneficiaries of this Section.
Changes to Terms. Dataswyft may make non-material changes to these Terms at any time without notice, but Dataswyft will provide advance notice of any material changes to these Terms. The Terms will be posted at Dataswyft.com/legal. The changes to the Terms will not apply retroactively and will become effective no less than 7 days after notice. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled and new campaigns may be run and reserved and (ii) continued Program Use is, in each case, subject to Dataswyft’s terms and conditions then in effect for the Programs. Dataswyft may suspend Customer’s ability to participate in the Programs at any time, for example, in the event of payment issues, suspected or actual violations of the Policies or these Terms or for legal reasons. In all cases, the running of any Customer campaigns after termination is in Dataswyft’s sole discretion.