“Application” shall mean “MediaQart” web and mobile application which is owned, operated and managed by the Company acting like an online assisted programmatic media buying platform through which the Registered Users to place advertisements on the online digital media.
“Company”; “us”; “we”; “our” “” shall mean MediaQart Technologies Pvt. Ltd., a company registered under the Companies Act, 2013 having its office at 600, Sangita ellipse, Tejpal Scheme, Sahakar Road, Plot No. 32, Vile Parle (East), Mumbai – 400057 hereinafter referred to as “MediaQart”.
“Creatives and Images” shall mean all images, text, templates, banners or articles that constitute an advertisement that is placed in the relevant websites or other advertising platforms through publishers on the internet.
“Dashboard” shall mean facility provided to Registered Users or the Sub-users which can be accessed through user IDs provided on the Platform.
“Media Plans” shall mean a division of the budget or advertisement spends to different types of advertisements, publishers, websites, mobile applications or other advertising platforms to deliver results as per the performance criteria and set by users and creatives or images uploaded by users.
“Platform” shall mean and include both website and the mobile application developed and owned by the Company, to enable the users to avail the Services by the Company.
“Registered Users” shall mean registered users of the Platform including various companies/enterprises, their marketing and sales teams, advertising agencies, retailers, third party vendors who are using the Platform.
“Services” shall mean services offered by Platform to Registered Users such as-
- Providing a Platform for assisting the Registered Users for buying advertisements on the online digital media.
- Creating Media Plans and providing reports for such Media Plans, for the Registered Users, based on their requirements and expertise.
- Execution the advertisement based on the Media Plan selected by Users and Creatives and Images provided by the Users.
- Provide analytics and insights on the online advertising campaigns executed for the registered users and providing industry specific performance benchmarks.
- Provision for uploading creatives or designed advertisements as per the media plan and providing input to make the content friendly to online advertising.
“Sub-users” shall mean users authorized by Registered Users to access the Platform for filling certain pre-uploaded forms and documents and for uploading the required data to avail the Services offered by the Application.
“Third Party Platform” shall mean
“You” or “Your” or “Yourself” shall collectively mean the Registered Users or Sub-users of this Platform, wherever applicable.
By using the Application, You represent and warrant that:
You are of legal age to form a binding contract and are not a person barred from receiving Services under the applicable laws. Notwithstanding the foregoing, if You are below the age of eighteen (18) years, You may avail the Services provided by the Platform through Your legal guardian in accordance with the applicable laws;
You are authorized to use and avail Services or access the Platform for and on behalf of the company or any other entity, you are representing.
Your use of the Platform does not violate any applicable law or regulation. Use of the Platform is void where prohibited.
In the event, the Company discovers that You are competitor of the Company or the Application, the Company reserves the right to restrict or remove Your access or use of the Application, without any notice to You. Additionally, Company reserves the right, without any notice, to delete your user account or restrict your access to the Platform or initiate appropriate legal action, in the event of any breach of your representation and warranties, provided herein.
You understand that the registration to the Platform is not for general public, Registered Users shall be provided an invitation to download this Application, upon the execution of the Service Agreement.
Registered Users shall register and authorize Sub-users to use the Platform. The Sub-users shall fill in the necessary forms and shall provide the details as may be required or are related to the Services. The Company shall not be under an obligation to verify Sub-users’ authority to share the Registered Users’ data and information, for the Services to be provided by the Company.
By using the Services of the Platform does not deem to make You a shareholder or an affiliate of the Company for any purposes whatsoever.
You agree to abide by all applicable laws and regulations and are solely responsible for all Your acts or omissions in relation to the use and access of the Application.
We may send You certain notifications, including but not limited to, Service related notices or notices regarding a change to any of our policies. For example, we may send You a notice regarding server problems, scheduled maintenance to the Application, newsletters, promotions, marketing and offers if any, advice on networking on the Application. These notices may be sent through an email or a message. You may opt out of these communications, by unsubscribing through the Application.
3. SERVICES DESCRIPTION
The Platform provides online advertising solutions to the Registered Users by assisting in creation of and execution thereby of Media Plans based on the requirements of the Registered Users.
The Services are divided mainly in 3 categories, detailed as follows:
Fixed budget plan: This category would be suitable for those Registered Users, who have fixed budget and do not have previous experience in digital advertising. The Company shall devise a Media Plan based the Registered User’s requirements. As part of the Services, Company may arrange for a support call to the MediaQart team in relation to the execution or understanding of the Media Plan. The Registered User understands and acknowledges that the Media Plans shall be devised based on the fixed budget, provided by the Registered User and in event the Registered User wishes to include any additional Media Plans, the Company may, at its discretion, charge additional fees for the same.
Registered User with a plan: This category would be applicable to the Registered Users, who have limited knowledge of digital advertising and have a clearly defined business objective for the digital advertising. Under this plan the Registered User would be required to share the complete understanding of their business objectives and their related targets. We would devise a Media Plan based on our assessments of your business objectives and related targets. As part of the Services, Company may arrange for a support call to in relation to the execution of the Media Plan.
Registered User as an expert: This plan would be applicable to a Registered User, who has an advance knowledge of digital advertising and requires certain specific services from the Company. The Registered User is required to provide a detailed media plan along with specific requirements e.g. place for advertisement (website or social platform), objective of the campaign, targets based on campaign objectives through our predefined web forms. Upon the receipt of these details from the Registered User, the Company shall provide a Media Plan with costs or budget with recommended optimisation for the Registered User.
The User understands and acknowledges that the Media Plans devised by the Company, are dependent on the details, plans, budgets (“User Information”) and all other information provided by the Users. Upon receiving the feedback and requests from the Registered Users, the Company may provide additional Media Plan(s) for additional fees if any, to be paid by the Registered Users.
The Company shall not be liable for any claims, loss or damages which may arise due to or in relation to any User Information. The support calls, to be arranged by the Company, shall be provided for the basic understanding of the Media Plans, the Company does not guarantee that the support calls would help the Registered User to finalize their online advertising. The Media Plans shall be completed and finalized only upon the payment of requisite charges by the Registered User and execution of the Service Agreement between the Company and the respective Registered User.
Upon the confirmation of the Media Plans, by the Registered User. The Registered User would execute the Service Agreement and make the necessary payment to the Company, post which the Registered Users would upload the Creatives and Images on the Platform. Upon the receipt of Creatives and Images, as per the instructions of the registered users, the Company shall execute the online advertisement on the specified Third Party Platform for a fixed time period. The Company shall provide User management, reports and analytics at the end of the advertising period.
As part of the Services, the Company may advise Registered Users on the applicable guidelines for display of online advertisements on social media platforms. Sub users shall give rights to the Company to access the Platform on their behalf for making alterations in the Creatives and Images uploaded.
The consideration for availing the Services shall be agreed between the Registered User and the Company under the Service Agreement to be entered into between Registered User and the Company.
5. DATA AVAILABLE AND UPLOADED:
Sub-users shall upload the data required for the digital advertising, including but not limited to Creatives and Image. It is agreed that the Media Plan and the Creatives and Images to be uploaded shall be approved by Registered user. The data uploaded by the Sub-users shall be personal to a Registered User and shall be owned and controlled solely by the respective Registered Users. The Company shall not provide or upload any data as part of the Services and therefore the Company shall not be liable for any claim which may arise due to the use and uploading of such data. Sub-Users shall ensure that the data shall comply with rules of the social media platforms, websites or digital marketing sites, wherein advertisements would be displayed. The Sub-users may be required to upload the data, multiple times in order to satisfy the relevant platforms where their advertisements would be displayed.
You represent and warrant that the data uploaded by you on the Platform does not violate any applicable law, rule or regulation or third party rights, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. Registered Users agree to indemnify and hold us harmless against any claims against us arising out of or in relation to data uploaded through the Application.
The Registered User grants us a limited right to use the data, as may be uploaded by its Sub-users, for the purpose of providing the Services, the limited rights shall also include the right to use the data for analytical purpose for giving our inputs, solely in relation to the Services provided herein.
Registered Users agree that they are solely responsible for data made available or stored by them through the Platform including but not limited to any liabilities arising out of any third-party infringement claims.
Data uploaded by the Sub-users or the Registered Users should be free from virus, Trojan etc. We shall not take any liability with respect to data uploaded by Sub-users. The Sub-users should not share or upload any data through the Platform which contains any illegal, unethical or competitive data. The Company shall not authenticate, verify data uploaded by Sub-users. Registered Users or the Sub-users shall be solely responsible for the same.
The Company may provide opinions, advice, value addition in form of Media Plan (“Company Inputs”) or details in relation to the Services. Registered Users shall use their own judgment before using the Company Inputs. Registered Users shall not share the Company Inputs with any third party. We shall not be responsible for any claim which may arise due to Registered User’s reliance on the Company Inputs.
Platform provides You with the ability to modify any data uploaded by You only for a limited number of times. The data so uploaded by you shall be available on the agreed platforms for an agreed time period. You acknowledge and agree that You are solely responsible for any modifications to the data. Your modifications shall always be in accordance with applicable law. We do not have control over data stored by You on the Dashboard or the Application, You agree that the same is solely managed by You. Registered Users shall monitor modifications made by Sub-users and ensure that the Sub-users adhere to the provisions of this section.
6. CONFIDENTIAL INFORMATION
Non-use and Non-disclosure: Registered Users shall specifically ensure that Sub-users shall not use the Confidential Information related to Application and details related to Service Agreement.
7. PROHIBITED CONDUCT
You agree not to engage in any of the following activities:
Violating laws and rights:
You shall not (a) use the Platform for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including but not limited to, by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.
If any data of the Platform is used by the User for any unlawful activity, then Company shall have all the rights related to such data and shall have right to co-operate with legal authorities regarding the same.
You shall not use the Platform or any information provided through the Platform for the transmission of advertising or promotional materials other than the one agreed by the Company, including junk mail, spam, chain letters, or any other form of unsolicited or unwelcome solicitation.
You shall not use the Platform in any manner that could disable, overburden, damage, or impair the Application, or interfere with any other party’s use and enjoyment of the Application; including by (a) uploading or otherwise disseminating any virus, hardware, spyware, worm or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services on the Application, or violating any regulation, policy, or procedure of any network, equipment, or server.
You shall not share or upload any content or data that are harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act. The Sub-users undertakes not to upload or store any photographs or images which would outrages the modesty of any third party.
You shall not intimidate or harass another through the Application; and, You may not post or transmit any personally identifiable information about persons without obtaining such person’s express permission to do so through the Application.
Impersonation or unauthorized access:
You shall not impersonate another person or entity, or misrepresent Your affiliation with a person or entity when using the Application;
You shall not use or attempt to use another’s account or personal information; and, You shall not attempt to gain unauthorized access to the Application, or the computer systems or networks connected to the Application, through hacking password mining or any other means.
In the event You fail to comply with these obligations or You are in breach of this sub-section, the Company reserves its right to initiate appropriate legal processing, civil as well as criminal against You, without any notice and the cost and risk of such legal proceeding shall be solely borne by You.
9. INTERACTION BETWEEN THE SUB-USERS OR THE REGISTERED USERS
You acknowledge and agree that the Company shall not be liable for any interactions between various Sub-users or an interaction between the Registered Users and the Sub-users or interaction between various Registered Users, on the Application. These interactions are solely between respective Sub-users and the Registered Users, as the case may be. You agree and acknowledge that Company shall not be responsible or liable for any loss or damage incurred as the result of any such dealings or interactions. If there is a dispute between any a Registered User or Sub-users or between any two Sub-user or two Registered Users, the Users understand and agree that the Company shall not be liable under or be under no obligation to become involved in such dispute. In the event that Registered Users have a dispute with one or more Sub-users or any other Registered Users, the Company, its officers, director, managers, employees, agents and successors shall be released from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such dispute.
10. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PLATFORM AND THE SERVICES ARE ENTIRELY AT YOUR OWN RISK AND THAT THE PLATFORM AND THE SERVICES THEREIN ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APPLICATION, THE SERVICES AND YOUR USE THEREOF. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES OR THE APPLICATION'S CONTENT OR THE DETAILS AND DATA UPLOADED BY SUB USERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR PLATFORM AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL, TECHNICAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APPLICATION, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APPLICATION, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, COMMUNICATED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM OR THE SERVICE. PLATFORM SHALL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN REGISTERED USERS AND SUB-USERS. COMPANY SHALL NOT BE RESPONSIBLE FOR SERVICE DISRUPTION CAUSED DUE TO LOSS OF INTERNET CONNECTION.
YOU ALSO AGREE NOT TO INTERFERE WITH OR ATTEMPT TO GAIN UNAUTHORIZED ACCESS TO ANY PARTS OF PLATFORM OR ANY ACCOUNTS, COMPUTER SYSTEMS OR NETWORKS OF THE COMPANY, ETC.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE PLATFORM MAY BE PRONE TO UNINTENTIONAL INACCURACIES IN CONTENT. E.G. TYPOGRAPHICAL ERRORS, IMPROPER LINKAGES ETC.
13. OWNERSHIP OF INTELLECTUAL PROPERTY
The Platform and all the rights including but not limited to intellectual property rights subsisting under or in relation to the Platform is owned by the Company and its affiliates, subsidiaries, licensors as the case may be The Company respects copyright, and we prohibit Sub- users from submitting, uploading, posting, or otherwise transmitting any Content or details on the Platform that violates another person’s proprietary rights.
Intellectual Property Rights with respect to artworks, designs, logos, trademark and content/data uploaded, including the Creatives and Images by Sub-users shall be owned and operated by the respective Registered Users. Intellectual Property Rights with respect to the Platform and Services provided by the Company shall rest with Company.
If You believe that the Platform contains elements that infringe Your intellectual property rights, please notify Us immediately. If we receive intellectual property right infringement claim notification, and it is felt appropriate, we may remove all such content which is indicated as infringing and/or take any other appropriate action at our discretion.
All materials on this Application, including but not limited to audio, images, photographs, software, text, icons developed by or for the Company (the “Platform Content”), are protected by copyright under the copyright laws. You cannot use the Platform Content, except as specified herein.
MediaQart is the trademark wholly owned by MediaQart Technologies Pvt. Ltd. There may be proprietary logos, service marks and trademarks found on the Platform whether owned/used by us or otherwise. By displaying them on the Application, we are not granting You any license to utilize those proprietary logos, service marks, or trademarks. Any unauthorized use of the Platform Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.
Survival: Provisions such as, disclaimer of warranties, limitation of liability, indemnity, ownership of intellectual property, confidentiality, miscellaneous terms, prohibited conduct shall survive any termination.
Force Majeure: Notwithstanding anything provided herein, the Company shall not be held reasonable or liable for any damage or loss due to deficiency in performance of Services, resulting directly or indirectly, from act of God, including, without limitation, internet failures, computer equipment failures, change in law, telecommunication equipment failures, software failures, machinery breakdown, strike, or due to government regulations, floods, storms, electrical failure, civil disturbances, riots and any other reason beyond control of the Company.