DIALOG TELEVISION PRIVATE LIMITED ADHUB APPLICATION MERCHANT AGREEMENT
Dialog Television (Private) Limited (PV 128), having its registered office at No.475, Union
Place, Colombo 02 ('DTPL')
is a company with license to operate a television broadcasting station providing services
under the brand name of 'Dialog TV'
and is also engaged in the business of offering television advertising solutions
through its Adhub Platform ('Adhub Site / Platform') to registered merchants
(each a 'Merchant' and may also be referred to as 'you' / 'your' in these
Terms).
This Agreement ('Agreement') shall be effective upon acceptance of the terms and
conditions ('Terms') by the
Merchant and shall remain in force until termination of same by DTPL or as terminated
pursuant to the termination provisions hereto.
The Merchant agrees that any and all persons accessing, registering, using the Adhub Site
under the Merchant's account
shall for all purposes hereinafter be deemed duly appointed representatives of the Merchant
and the Merchant shall be
solely liable for any and all action effected by such third party.
The Merchant agrees to abide by the Terms and understand that the provision of the Services
of the Adhub Site
are subject to the laws / rules and regulations of Sri Lanka and/or any other regulatory or
governmental authority of Sri Lanka.
The Merchant further agrees that by accessing, registering, using or causing its duly
appointed representatives
to access, register or use the Adhub Site offered by DTPL, the Merchant confirms that the
Merchant has read and
understood and thereby agrees to be bound by the Terms. As a user availing the Services
provided through the Adhub
Site the Merchant agrees to be bound by the Terms each time the Merchant or its
representative/s accesses the Adhub Site hereinafter.
TERMS AND CONDITIONS
Definitions
'Account' means and contains the details of the Merchant registered with DTPL in
relation to the Adhub Site;
'Adspot' means a television spot on any selected Channel on which an Advertisement
cleared for airing by DTPL shall be aired;
'Advertisement' means the advertisement content uploaded to the Adhub Site by the
Merchant in order to promote goods or services of the Merchant and which advertisement
content shall be aired on the respective Ad Spot/s in the Channel subject to the provisions
of this Agreement;
'Advertising Costs' mean the rates and charges payable by the Merchant in connection
with the usage of the Adhub Site;
'Adhub Site / Platform' means DTPL's "Adhub" platform which is a comprehensive online
advertising portal offering television advertising services to Merchants who shall purchase
such advertising packages from DTPL. The platform shall enable such Merchants to carry out
their advertising activities in order to promote their goods and services. The platform
shall enable the direct scheduling of Advertisements approved by DTPL on the website
WWW.Adhub.lk and shall enable Merchants visibility on the scheduling of Advertisements and
the progress of its airing;
"Channel" means any channel broadcasted on DTPL's "Dialog TV";
'Content' means all data, information and material, including but not limited to
text, pictures, photographs, software, video, music, sound and graphics contained in the
Advertisement/s;
'Merchant' means an individual over 18 years of age or a company/ sole proprietorship
/ partnership whose application to register with the Adhub Site has been accepted by DTPL;
'Parties' mean DTPL and the Merchant, and 'Party' means either of them;
"Services" shall mean the advertising services enabled to the Merchant by DTPL via
its advertising solution the Adhub Site by enabling Merchants to schedule, buy and review
television advertising solutions / packages to be aired on Ad Spots;
- Objectives and Use of the Site
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Any merchant who wishes to obtain the Services shall submit to DTPL in a manner
set out by DTPL, the information and supporting documents as required by DTPL
and morefully set out in the Site hereto.
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Upon processing such submitted details DTPL may at its discretion agree to
register the merchant as a Merchant in the Adhub Site.
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Registration of the Merchant shall include the fulfillment by the Merchant of
all legal / regulatory and operational requisites as set out by DTPL including
the Merchant's consent to these Terms by accessing the Adhub Site.
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A duly registered Merchant shall be enabled the Services provided by DTPL as
decided by DTPL from time to time at DTPL's discretion.
- Deal Package
Schedule and Distribution:
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The Adhub Site shall distribute Adspots covering both prime time and
non-prime time slots. The Site shall not accept the Merchant's request
of airing Adspots during a particular programme or time slot of any
Channel.
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Adspots shall be distributed over the entire day with a proper
weightage per time band within the availability of commercial breaks.
Broadcaster's Approval:
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The Adhub Site shall only air the Merchant's Advertisement once
required broadcaster approvals for the airing of such Advertisement are
obtained by such broadcaster. The broadcaster's rejection of an
Advertisement may lead to the cancellation of the airing of such
Advertisement in which event DTPL shall not be liable to the Merchant
for such non-airing thereto.
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Broadcast networks may vary the size of the screen during
Advertisement to accommodate news and information and the same cannot be
objected to by the Merchant and DTPL shall not be liable to the Merchant
for such alterations thereto.
Lead Time:
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Advertisements require to be uploaded to the Adhub Site Two (
02) working days prior to the initial telecast of such Advertisement.
Rates, Payment and Invoice:
-
The full payment requires to be made by the Merchant in order to
initiate the material verification process.
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The Adhub Site reserves the right to change the rates of the
Channels without any prior notice.
Proof of Delivery:
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A telecast certificate shall be provided by the Adhub Site. The
Certificate shall be issued for every deal purchased via the Platform
and the same shall be generated after the end of the respective campaign
period and shall set out the details of the campaign including the
Adspot's play-out time.
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No third party monitoring report shall be provided.
Campaign/ Spot Drop:
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Owing to multiple factors which are beyond the Adhub Site's
control including instances such as inventory unavailability, breaking
news, live coverage events; Advertisement Adspot drops may occur from
time to time and DTPL shall not be liable to the Merchant thereto.
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Any missed or dropped Adspots during the campaign shall be
informed to the Merchant and such Adspots shall be made good in the
immediate available space in the applicable time band within 30
days.
Cancellation/Refunds:
-
No cancellation or refunds will be allowed after the booking of
the order unless the Adhub Site approves the cancellation request.
General terms applicable to all Creatives:
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The Merchant shall ensure that all Content is in strict compliance
with applicable laws and regulations of Sri Lanka.
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The Merchant undertakes and warrants that nothing contained in the
Advertisement / Content shall enrage public sentiment; constitute a
monopolistic/restrictive and/or unfair trade practice; violate any other
legislation for the time being in force or is made to give negative
publicity of any other product.
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The Merchant declares and affirms that nothing in the
Advertisement / Content infringes the copyright or any other right of
any third party and that there are no claims, actions or proceedings,
pending or threatened, affecting the Advertisement or the title thereof.
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DTPL shall choose not to air specific ad content, at its own
discretion, if such content is deemed by DTPL to be non-compliant with
stipulated guidelines.
- Rights and Responsibilities of DTPL
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DTPL reserves the right to:
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reject any Advertisement / Content submitted for the Site for any reason
whatsoever without assigning any reason and without any liability;
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make any alteration to the Site and DTPL shall not be liable for any
loss or inconvenience caused to the Merchant resulting therefrom;
-
vary, add to or amend the terms and conditions applicable to the Site;
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at anytime, share their database/ specific Merchant information with any
one of its subsidiaries and/or holding companies in order to provide an
integrated service to its subscribers and/or with any Government
authority in connection with any criminal investigation or for the
purpose of any criminal proceedings.
-
DTPL shall at its sole discretion be responsible for the implementation and
maintenance of the technical infrastructure of the Site.
-
DTPL shall not be liable to the Merchant and/or any third party for any loss,
damage or injury caused to or suffered by a person or property, whether it be
direct, indirect, special, consequential, loss of business revenue or profits,
or of any other nature suffered by any Merchant or any person authorized by any
Merchant in relation to the Site.
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DTPL shall have the right at all times to monitor the activities of the Adhub
Site.
-
DTPL shall have the right to deny access to the Merchant to the Services
provided through the Site or deny access to such Merchant to the Site in the
events;
a) if authorized by or under law ; or
b) if providing access would be likely to prejudice an investigation of possible
unlawful activity ; or
c) if providing access would be likely to prejudice :
i. the prevention, detection, investigation,
prosecution or punishment of criminal offences, breaches of law imposing a
penalty or sanction or breaches of a prescribed law; or
ii. the enforcement of laws relating to terrorism or crime;or
iii. the protection of the public; or
iv. the prevention, detection, investigation or remedying of
seriously improper conduct or prescribed conduct; or
v. the preparation for, or conduct of, proceedings before any
Court or Tribunal, or implementation of its orders by or on behalf of an
enforcement body;
d) if an enforcement body performing a lawful security function requests DTPL
not to provide access to the information on the basis that providing access
would be likely to cause damage to the security of Sri Lanka.
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DTPL shall provide reasons to the extent practicable for denial of access or
refusal to divulge such information to the Merchant.
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Any information / materials pertaining to the Site and / or Services provided by
DTPL is provided 'AS IS' and DTPL expressly disclaims making any express or
implied warranties with respect to the fitness of the information / services
provided for any particular purpose.
-
The Merchant agrees that DTPL is unable to exercise control over the security or
subject matter of Content passing over the Site and DTPL hereby excludes all
liability of any kind for the transmission or reception of infringing Content of
whatever nature.
-
DTPL is excluded from all liability of any kind arising from the use of the
Services and / or the airing of Advertisements / Content on Ad Spots, and in
particular but without limitation to the foregoing, the nature of any
Advertisement Content, use which a Merchant makes of the Site and the Services
or in reliance on Services or any loss of any of the Merchant's Content
resulting from delays, non-deliveries, missed deliveries, or service
interruptions.
-
In the event an Ad Spot is not aired due to an issue in the Content or for any
other reason whatsoever, DTPL shall at its discretion air such confirmed Adspot
within the same time band on a date as decided by DTPL provided such Content is
issueless and cleared for airing.
- Obligations of the Merchant
-
You will not in any event whatsoever make available the data in the Site and /
or Account and/or any usernames and passwords to any third party other than as
authorized by DTPL.
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The usage of the Site shall only be for the sole and limited purpose set out
herein. As such, You acknowledge and agree that You will only be permitted to
use the Site and the Services as expressly set out in this Agreement.
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You agree to take steps against unauthorized or accidental access to the Site
and / or the Account or disclosure of the data in the Site and / or the Account,
unlawful or unauthorized processing of such data and shall protect such data
from any loss, destruction, alterations, modifications or misuse.
-
You agree that any request for data in the Site and / or the Account by any
third party shall at all times be directed to DTPL.
-
You agree that any unauthorized actions by You will be strictly prohibited and
You will at all times be responsible for such unathorised usage.
-
You agree that in the event You or Your representatives utilize the Site or
effects an unauthorized function, DTPL may terminate Your access to the Site and
/ or block Your future access and / or seek such additional relief based on the
gravity of such unauthorized usage.
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You agree that You will be solely responsible:
-
for the maintenance of confidentiality of the data contained in
the Site and / or the Account including but not limited to user
logins and passwords.
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for any and all activities that occur in the Site and / or the
Account.
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in informing DTPL on an immediate basis of any threatened and / or
unauthorized use of Your Account or any other breach of security.
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You agree to ensure that You will not under any circumstances whatsoever access
data of any other merchant or subscriber of DTPL.
- You will not;
- copy, disclose, modify, reformat, display, distribute,
license, transmit, sell, perform, publish, transfer or otherwise make
available any of the Services or any information learned by You whilst
using the Services or accessing the Site.
- remove, change or obscure in any way anything on the
Site and/or the Services or otherwise use any material obtained whilst
using the Site and/or the Services except as set out in these Terms.
- reverse engineer or decompile (whether in whole or in
part) any software used in the Site and/or the Services.
- copy or use any material from the Site and/or the
Services for any commercial purpose.
- remove, obscure or change any copyright, trade mark or
other intellectual property rights notices contained in the original
material or from any material copied or printed off from the Site or
obtained as a result of the Services.
- set a hyperlink to any part of the Site in any form from
Your site / Account without DTPL's written consent.
-
You agree to be held responsible for ensuring that You are viewing the most
recent version of the web-pag / Site.
-
Users that are not subscribers to the DTPL network acknowledge that access to
the Site and/or the Services may be restricted at the sole discretion of DTPL in
the interest of fully subscribed customers of the DTPL network.
-
You agree that certain areas of the Site or Services may not be accessible for
You even if You are a subscribed customer of DTPL, depending on the subscribed
services and credit limits (as applicable).
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You warrant that You will only use the Site and the Services in accordance with
these Terms and in an appropriate and lawful manner.
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You will not receive, access or transmit any Advertisement / Content which is
obscene, pornographic, threatening, racist, menacing, offensive, defamatory, in
breach of confidence, in breach of any intellectual property right (including
copyright) or otherwise objectionable or unlawful;
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You will not circumvent user authentication or security of any host, network or
account (referred to as "cracking" or "hacking") nor interfere with service to
any user, host or network (referred to as "denial of service attacks") nor copy
any pages or register identical keywords with search engines to mislead other
users into thinking that they are reading DTPL's legitimate web pages (referred
to as "page-jacking") or use the Site or the Services for any other unlawful or
objectionable conduct. Users who violate systems or network security may incur
criminal or civil liability and DTPL will at its absolute discretion fully
co-operate with investigations of suspected criminal violations, violation of
systems or network security under the leadership of law enforcement or relevant
authorities.
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You will not knowingly or recklessly transmit any electronic content (including
viruses) through the Site which shall cause or is likely to cause detriment or
harm, in any degree, to computer systems owned by DTPL or other Internet users
-
You will not hack into, make excessive traffic demands, deliver or forward chain
letters, "junk mail" or "spam" of any kind, surveys, contests, pyramid schemes
or otherwise engage in any other behavior intended to inhibit other users from
using and enjoying the Site, or which is otherwise likely to damage or destroy
DTPL's reputation or the reputation of any third party.
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You agree that if any information provided by You is untrue, inaccurate, not
current or incomplete, DTPL has the right to terminate Your Account, refuse any
and all current or future use of the Services or access to the Site and
institute all applicable legal action.
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You agree that the Site is owned, operated and monitored by DTPL. All logos,
proprietary marks, Trade Marks and such other intellectual property rights of
DTPL shall remain the property of DTPL and You will not infringe such
intellectual property rights of DTPL or use DTPL's Trade Marks, logos and such
other intellectual property rights for any reason what so ever unless otherwise
agreed to by DTPL in writing. In the event of any unathorised use of the Site by
You or where the material and / or information provided by you and appearing on
the Site may violate copyright, trademark or other applicable laws, then the
same may result in civil or criminal penalties. Nothing on the Site and/or the
Services shall be construed as conferring any license or transfer of rights to
the Merchant of any intellectual property or other proprietary rights of DTPL,
any member of the DTPL partnership or any third party, whether by estoppel,
implication or otherwise.
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You hereby grant to DTPL a perpetual, irrevocable, royalty-free, world-wide
license to reproduce, transfer, modify, adapt and/or publish any Content
provided by You to DTPL by email, post or otherwise on the Site and/or the
Services (if any) as DTPL sees fit, unless the You have indicated otherwise in
such communication.
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Access information:
-
Following registration in the Site, the Merchant may be issued
access information that may be used to access the Site and/or the
Account and / or the Services and any pages for which registration is
required. DTPL reserves the right to change such access information at
any time at its sole discretion and shall notify the Merchant of such
change as soon as reasonably practicable.
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The Merchant agrees that the Merchant's Account is to be used
by a single user only and the Merchant will not allow
simultaneous access using the same access information. The Merchant
acknowledges that the Merchant is responsible for ensuring that no
unauthorised access to the Site and / or the Account and / or the
Services is obtained using the Merchant's access information or
otherwise and that the Merchant is liable for all such activities
conducted through the Merchant's Account whether authorised or not. When
choosing access information, the Merchant must not use words that are
obscene, abusive or likely to cause offence.
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The Merchant as the registered user of the Account will:
a) keep all access information secure and not let it become public
knowledge and ensure that such access information will not be stored
anywhere on a computer or mobile phone in plain text;
b) provide true, accurate, current and complete information in all
fields indicated as compulsory and submit accurate and legitimate
supporting documents to DTPL when registering on the Site and/or the
Services and notify DTPL immediately of any changes or mistakes;
c) the Merchant agrees that if access information becomes known to any
other unauthorised user the Merchant must inform DTPL of same
immediately and take subsequent measures to change the access codes. The
Merchant agrees that DTPL shall not be liable for any loss or damage
suffered by the Merchant or any third party as a result of such
unauthorized use.
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The Merchant agrees to check its bills carefully and inform
DTPL immediately of any discrepancy.
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The Merchant agrees and accepts in full DTPL's privacy policy which can be
accessed at https://www.dialog.lk/privacy-policy.
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The Merchant agrees that in terms of this Agreement the Merchant is prohibited
from disseminating prohibited content as set out below
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All Advertising material submitted to DTPL shall not;
1.1 directly or indirectly contain information, views, stimulations and/
or images of politics, matrimonial agencies, clubs, unlicensed
employment services bureaus, betting tips, betting, tobacco, alcohol,
religion, medicine (unless necessary approvals are obtained), obscenity
and/or any other illegal/ antisocial subject matter;
1.2 infringe the intellectual property rights of any third party;
1.3 contain personal testimonial with specific reference to the
character of a person;
1.4 contain anything which clearly offends against generally prevailing
community standards relating to decency;
1.5 libel, defame, cause injury to, invade the privacy of or otherwise
infringe or violate the rights of any subscriber or third party;
1.6 contain false or unwarranted claims for any products or services or
any defamatory statements;
1.7 include any statement, picture, audio or video that promotes the
services of DTPL's competitors.
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The prohibited content shall not be limited to the above and
DTPL reserves the right to at its sole discretion regard any Advertisement as
prohibited content and refuse to disseminate such content.
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The Merchant is responsible for the following obligations and the breach of any
of these may result in DTPL immediately discontinuing the Merchant from
using/accessing the Site and the Merchant shall be solely liable for such breach
thereto;
The Merchant shall:
-
not use the Site to transmit prohibited content as set
out above;
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not use the Site to commit acts of terror, immoral, unauthorised or
unlawful activities and/or for any improper, unlawful or abusive
purpose and/or to send obscene or threatening messages;
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ensure that each and every Advertisement
transmitted through the Site is approved and monitored by DTPL prior
to such release;
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bear all stamp duty, service tax charges and any
other cost or charge imposed by law from time to time with regard to
the usage of the Site and its Services;
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not resell, transfer, share and/or reassign the Ad Spot
and/or disseminate any promotional activity on behalf of a third
party in any circumstances and/or use the Site for any other purpose
than that provided hereunder unless otherwise with the prior written
consent of DTPL;
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The Merchant shall ensure that Advertisement
Content is not;
(a) Detrimental to the interests of national security;
(b) Inciting in nature and would lead to the breakdown of public order;
(c) Inciting in nature and would lead to Ethnic and/or Religious hatred;
(d) In violation of any law of the country;
(e) Morally offensive and/or indecent;
(f) Detrimental to the interests of national economy;
(g) Detrimental to the interests of public health;
(h) Detrimental to the rights and privileges of children and women;
(i) In violation of the Code of Ethics, standards and general practices
of television broadcasting
(j) Detrimental to the cultural values, Sri Lankan identity and ethnic
harmony.
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The Merchant shall ensure that any Advertisement Content pertaining to goods /
services in relation to drugs, devices and cosmetics are duly approved by the
National Medicines Regulatory Authority / Cosmetics, Devices and Drugs
Regulatory Authority respectively. The Merchant shall furnish proof of such
approvals to DTPL following the perusal of which DTPL shall at its discretion
release or refrain from releasing the Advertisement into the advertisement
solution applied for by a Merchant.
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You agree that all payments to be paid in line with Your usage of the Services
enabled through the Adhub Site shall be effected solely by You and You confirm
and agree that all credit card and such other payment details provided in
connection with such payments under Your Account shall be Your details
registered under Your name.
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You agree with Clause 1 ( Objectives and Use of the Site ) set out in these
Terms and further agree to abide by the said terms.
- Payment Terms and Refund Policy
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All payments required to be paid by the Merchant to DTPL for the usage and
access of the Adhub Site shall be affected via the "Genie" payment method in
line with the payment procedure morefully set out in the Adhub Site.
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The applicable Advertising Costs shall be duly indicated in the Site and the
Merchant shall be required to affect respective payments in order to obtain the
relevant Services from the Adhub Site.
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The Advertising Costs and payment terms may be varied by DTPL from time to time
and such variation shall be updated on to the Adhub Site by DTPL from time to
time. The Merchant's accessing and usage of the Adhub Site therein shall be
deemed as the Merchant's confirmation of and agreement to such revised and
varied Advertising Costs and payment terms.
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Refund Policy
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No refund shall be enabled in the event;
(a) You delay in submitting the Advertisement / Content within the
timelines stipulated by DTPL;
(b) You delay in re-submitting the Advertisement / Content previously
rejected by DTPL owing to quality concerns / content concerns;
(c ) You delay in submitting to DTPL confirmation , feedback and /
supporting documentation required by DTPL for the completion of the
registration process ;
(d) any Advertisement / Content is delayed in processing and / or airing
within the stipulated time frame for any reason whatso ever;
(e) the airing of any Advertisement / Content is cancelled or kept on
hold due to a customer complaint or any other reason as decided by DTPL.
.
- Indemnification and Limitation of Liability
-
The Merchant hereby agrees to defend, settle and pay damages on behalf of DTPL
and its subsidiaries with regard to any and all claims, actions, liabilities,
losses, expenses, damages, and costs (including, without limitation, reasonable
attorneys' fees) that may at any time be incurred by any of them by reason of
any claims, suits or proceedings made by a third party for libel, defamation,
violation of right of privacy or publicity, breach of contract, copyright
infringement, trademark infringement or other infringement of any third party
right, fraud, false advertising, misrepresentation, product liability or
violation of any law, statute, ordinance, rule or regulation.
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By accessing the Site and agreeing to these Terms, the Merchant agrees that DTPL
is not and shall not be held liable for any direct, indirect, incidental,
punitive, special or consequential damages arising out of or relating to the use
of or inability to use the Site / Services, even if the Merchant has been
advised of the possibility of such damages.
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All conditions or warranties which may be implied or incorporated into this
Agreement in relation to the Adhub Site and / or the Services by law or
otherwise are hereby expressly excluded by DTPL to the extent permitted by law.
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The Merchant's only remedy under these Terms and Conditions is to
discontinue using the Site and the Services.
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DTPL makes every effort to ensure the security of the Merchant's communications
/ data. The Merchant is however advised that for reasons beyond DTPL's control,
there is a risk that such communications / data may be unlawfully intercepted or
accessed by those other than the intended recipient.
-
The Merchant acknowledges and undertakes that the Merchant is accessing the Site
and transacting at the Merchant's own risk and is using the Merchant's best and
prudent judgment before entering into any transactions through the Site.
-
The Merchant agrees to indemnify, defend and hold DTPL, its affiliates and each
of their officers, directors, employees and agents harmless from and against any
and all damages, claims, suits, actions, causes of action, demands, liabilities,
losses, costs and expenses arising out of or resulting from any claims
(i) relating to any Advertisement Content provided, including any violation
or infringement of any third-party Intellectual Property Rights, claims of
defamation, invasion of privacy, right to publicity or unfair competition;
or
(ii) any allegation that any injury or damage to any subscriber of the
Channel was caused by the Advertisement Content or in reliance of the
Advertisement, or where damage is related to the use of the product or
services promoted through or referred to in the Advertisement Content; or
(iii) any claims regarding quality, quantity and any claim in relation to any
product or services promoted or marketed referred to in the Advertisement;
(iv) relating to the breach of any of these Terms by the Merchant including
any breach of warranties, representations or undertakings or in relation to
the non-fulfillment of any of the Merchant's obligations or arising out of
the Merchant infringing any applicable Laws.
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The Merchant shall indemnify DTPL against any and all loss, costs, expenses and
liabilities caused to DTPL whether directly, or as a result of the action, claim
or demand of any third party, by reason of any breach by the Merchant of any one
or all of the terms, conditions, warranties and obligations hereof.
- Confidentiality
-
Each Party hereto shall use its best efforts to keep in strict confidence, and
shall bind all of its employees and agents to keep in strict confidence, all
commercial and technical information in whatever form acquired by it (whether
directly or indirectly) from or concerning the other Party or in connection with
the performance of the Agreement (hereinafter called "Confidential
Information"). No Party shall utilise such Confidential Information or at any
time disclose any Confidential Information to any third party for any purposes
other than those contemplated herein.
-
The following information shall be excluded from the foregoing scope of
Confidential Information:
-
information which at the time of disclosure is generally available to
the public;
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information which after disclosure becomes generally available to the
public through no fault of the receiving party;
-
information which the receiving Party can show was in its possession
prior to disclosure and which was not acquired directly or indirectly
from the other Party;
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information which the receiving Party can show was received by it after
the time of disclosure from any third party without any obligation of
confidentiality and which was not acquired directly or indirectly from
the other Party; or
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information which the Party concerned shall be compelled to divulge if
required by Law.
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The information of DTPL's subscribers shall be the sole and exclusive property
of DTPL and the Merchant shall not in any event whatsoever attempt to access or
use such information for any reason whatsoever.
-
The confidentiality obligations set out in this Clause shall survive the
termination of this Agreement.
-
The Merchant agrees that DTPL's usage of the Merchant's personal information is
governed by DTPL's privacy Policy Statement.
- Force Majeure
-
If either Party is temporarily rendered unable, wholly or in part, by Force
Majeure to perform its duties or accept performance by the other Party under
this Agreement it is agreed that the affected Party shall give notice to the
other Party with immediate effect giving full particulars of such Force Majeure.
-
The duties of such Party as are affected by such Force Majeure shall, with the
approval of the other Party, be suspended during the period of disability so
caused, but for no longer period, and such cause shall be removed with all
reasonable dispatch.
-
The term "Force Majeure" as employed herein shall mean act of God, strikes,
lockouts, industrial disturbances, war, blockades, insurrections, riots,
epidemics, civil disturbances, explosions, fire, floods, earthquakes, storms,
lightning, electrical power failure and any other causes similar to the kind
herein enumerated which are beyond the control of any Party and which by the
exercise of due care and diligence neither Party is able to overcome.
- Termination
-
Without prejudice to any other rights herein stipulated, either Party may
terminate this Agreement at any time by giving Ninety (90) Days' written notice
without assigning any reason whatsoever therefor.
-
The Merchant agrees that DTPL retains the right to terminate forthwith the
Merchant's access to the Site and / or this Agreement at any given time for any
reason what so ever.
- Consequences of Termination
-
Notwithstanding any other rights and remedies provided elsewhere in this
Agreement, in the event of termination of this Agreement;
-
Neither Party shall have any right to demonstrate as having any
relationship, contractual or otherwise, with the other Party with regard
to the matters in this Agreement; and
-
all due and payable amounts become payable immediately.
-
In the event of termination of this Agreement as provided, such termination
shall not affect any provision of this Agreement which is expressed or intended
to survive or operate in the event of termination.
- Miscellaneous
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In the event of a dispute or difference in connection with the usage of the
Site, DTPL and the Merchant shall use their best endeavours to resolve such
dispute or difference amicably. Failing amicable resolution of such dispute or
difference by the Parties, the dispute or difference shall then be finally
resolved by reference to the courts of Law of Sri Lanka.
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All conditions, warranties and representations implied by law in relation to the
Adhub Platform and DTPL's network are excluded to the extent permitted by law
and except as expressly provided in these terms and conditions.
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Nothing in this Agreement shall be deemed or construed by the Parties or by any
third person to create the relationship of principal and agent or a relationship
of partnership between the Parties.
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These terms and conditions shall be governed by the Laws of Sri Lanka and
subject to the exclusive jurisdiction of the courts of Sri Lanka.
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The English terms and conditions shall prevail over the Sinhala and Tamil
translations (if any).
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DTPL reserves the right to effect any amendments / modifications to the Site and
to the Terms and Conditions at any time. By continuing to use this Site you will
be deemed to have accepted the varied Terms and Condition. If any of the
provisions of this Agreement and the Terms and Conditions shall be deemed
unlawful, void, or for any reason unenforceable, then the relevant provision
shall be deemed severable from these terms and the severability of such
provision shall not affect the validity and enforceability of any remaining
provisions.
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The Merchant in entering into this Agreement undertakes that the merchant shall
not assign, re-sell, sub-lease or in any other way transfer its rights or
obligations under this Agreement or part thereof. Contravention of this
restriction in any way, whether successful or not, will result in the Services
being terminated by DTPL forthwith. DTPL may assign this Agreement in whole or
in part to any third party at its discretion.
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DTPL's failure to exercise any particular right or provision of these Terms and
Conditions shall not constitute a waiver of such right or provision unless
acknowledged and agreed to by DTPL in writing.
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The Merchant acknowledges and agrees that in entering into this Agreement, the
Merchant does not rely on, and shall have no remedy in respect of, any
statement, representation, warranty or understanding (whether negligently or
innocently made) of any person (whether party to this Agreement or not) other
than as expressly set out in this Agreement as a warranty. Nothing in this
Clause shall, however, operate to limit or exclude any liability for fraud..