This Agreement (the "Agreement") consists of the following Mandatory Standard Terms and Conditions (the "Terms" or "Agreement"), Policies and Guidelines which can be found at help.mandatory.io. This Agreement is entered into by and between Mandatory Limited (a company incorporated in England, company number 10466273), having its place of business at Unit 104. Cannon Wharf Business Centre, Pell Street, Surrey Quays, London, SE8 5EN ("Mandatory") and You ("Customer") (each individually referred to herein as a "Party" and collectively referred to as the "Parties").
WHEREAS, Mandatory has developed a proprietary native advertising platform, and
WHEREAS, Customer is a leading digital media company, and
WHEREAS, Customer desires to obtain certain services from Mandatory offered by its native advertising platform.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Subject to terms and conditions of this Agreement, Mandatory hereby grants its customers the limited and revocable right of access and participation in the Program. Participation in the Program as a Customer ("Advertiser") enables you to buy media inventory made available by Publishers via media website(s). Participation in the program as an Advertiser is at your own risk.
2. BUYING MEDIA INVENTORY
By joining the Program, You affirmatively represent and warrant that You are at least 18 years old and agree to comply with this Agreement. Before buying media inventory, the Advertiser is solely responsible for the following:
- 2.1. You will set either a daily or a total budget (the "Budget") for your campaigns.
- 2.2. Due to the nature of the business, Mandatory has the right to deliver advertisements of up to 110% of your total budget.
- 2.3. You are responsible for your targeting options.
- 2.4. You are responsible for all the text, content, images, and URL (collectively "Creative") and the landing pages which are associated to creatives.
- 2.5. You agree to display sponsored content on all Publishers website(s) unless You opt out of certain Publisher media placement available to You by our Program.
- 2.6. You agree to protect your password(s) and take full responsibility of any misuse of your available funds.
- 2.7. Mandatory may modify any of its Program or Agreement policies at any time without any liability.
- 2.8. Mandatory or its affiliates may reject or remove any sponsored recommendations for any or no reason.
3. PAYMENT TERMS
You agree to make all payments when due. Unless otherwise agreed, You agree to pre-pay for your clicks in U.S Dollars or in such other currency as agreed to in writing by the Parties. Mandatory will grant You access to a dashboard where You can review transparent impression and click information. You will pay for all the clicks according to Mandatory’s reporting, subject to invalid clicks chargeback. You acknowledge that a click does not guarantee a Landing Page view and will be considered even if the target Landing Page is busy or unavailable. All payments due hereunder are exclusive of any applicable taxes, transaction fees, and VAT.
Line of Credit. Mandatory has the right in its sole discretion to accept, reject, or extend Credit to You. In the event of approval or extension, You acknowledge and agree that You will be bound under a contract ("Mandatory Line of Agreement") until either Party expresses to terminate the relationship, and any and all dues are paid in full. Mandatory Credit Advertisers’ payments must be received on monthly NET 10 terms, unless otherwise agreed in writing. Any payment not made within ten (10) days of the due date shall accrue interest at the rate of 1.5% per month or any fraction thereof, or if less, the highest rate permitted under law. If your account has an outstanding current or past due balance with Mandatory’s receivable and You are also a part of Mandatory’s Publishers Network, We reserve the right to withhold any bounty due to You under the Publisher Agreement and/or to withdraw funds from your account in order to bring your account into settled status. In the event of recovery, all costs of collection, including reasonable attorney's fees, court costs, and related expenses, incurred by Mandatory shall be paid by You.
Mandatory reserves the right, in its sole discretion to terminate this Agreement at any time for any reason, without any prior notice. The representations, warranties and obligations of the Advertiser contained within the Agreement shall survive and remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall be intact until completed. After receiving your written notice of termination, Mandatory will stop delivering your sponsored campaigns within reasonable timeframe thereafter, not more than three (3) business days. Cancelled sponsored links may be served despite of cancellation due to the nature of internet marketing, and in such case Advertiser must pay for the service of those sponsored recommendations.
You shall defend, indemnify, and hold Mandatory, its affiliates, officers, directors, shareholders, attorneys, and employees harmless from and against any losses, damages, causes of action, costs and expenses, including reasonable attorneys fees, whether the same be incurred as a result of investigation, defense or prosecution of any claim or cause of action, or any other loss resulting as a consequence of a violation of applicable law, a breach of the terms of this Agreement or a breach of any representation, warranty or obligation under this Agreement.
6. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL MANDATORY BE LIABLE FOR ANY INDIRECT, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR GOODWILL), REGARDLESS IF SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS UNDER, AS A RESULT OF, OR ASSOCIATED WITH THIS AGREEMENT OR MANDATORY PERFORMANCE UNDER THIS AGREEMENT OR DUE TO ANY BREACH OF CONTRACT. FURTHERMORE, NO PARTY WILL BE LIABLE FOR ANY DATA LOSS, OR CONTENT CAUSED BY ITS OWN PRODUCTS, OR SERVICES.
MANDATORY’S AGGREGATE LIABILITY TO ADVERTISER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL NOT EXCEED TWO HUNDRED DOLLARS ($200). BOTH PARTIES AGREE THAT THE FOREGOING DAMAGES LIMITATION IS REASONABLE AND ENFORCEABLE. REGARDLESS OF ANY LAW TO THE CONTRARY, ADVERTISER SHALL HAVE NO RIGHT OF ACTION, AND WAIVES ITS RIGHT TO BRING A SUIT, CLAIM, OR PROCEEDING AGAINST MANDATORY MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. ADVERTISER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.
7. SEVERABILITY WAIVER
If at any point in time, any provision of this Agreement is held invalid, unenforceable or illegal, the remaining Agreement and the part or parts of this Agreement shall be considered as legal, enforceable and legal. No waiver by either party to any provisions of this Agreement shall be binding unless made in writing.
You acknowledge that You may be furnished or may otherwise receive or have access to information which relates to Mandatory’s past, present or future products, creative works, marketing strategies, and other proprietary information which gives us an opportunity to acquire an advantage over competitors who do not know or use it (the "Proprietary Information"). You agree to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to You before this Agreement or afterward. In addition, You shall not disclose or disseminate the Proprietary Information to any third party and shall not use the Proprietary Information for your own benefit or for the benefit of any third party. Without limiting the generality of the foregoing, You shall be prohibited from discussing our work with a representative of the press or media, either directly or indirectly, without our express prior written approval.
9. FORCE MAJEURE
Either Party shall not be responsible for complying any of its obligations under this Agreement on account of any failure or delay caused by any natural calamity or any other unforeseen event, including but not limited to:
- 9.1 Act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods).
- 9.2 War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilisation, requisition, or embargo.
- 9.3 Rebellion, revolution insurrection, or military, or usurped power, or civil war.
- 9.4 Interruption or results of computer hacking.
- 9.5 Any other cause which is beyond the reasonable control of such Party.
The Parties acknowledge and agree that the Advertiser use of the Program shall be considered as an independent entity and that nothing in this Agreement shall be deemed to constitute a partnership or a joint venture between the Parties.
Any notice given by either of the Parties of this Agreement to the other shall be delivered by post on the address(es) exchanged at the time of the Agreement or via electronic mail. Changes in the postal address/electronic mail address must be duly notified in writing, or else the other Party shall not be liable for miscommunication.