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
1. 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.
2. Upon processing such submitted details DTPL may at its discretion agree to register the merchant as a Merchant in the Adhub Site.
3. 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.
4. A duly registered Merchant shall be enabled the Services provided by DTPL as decided by DTPL from time to time at DTPL's discretion.
5. Deal Package
  1. 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.
  2. Adspots shall be distributed over the entire day with a proper weightage per time band within the availability of commercial breaks.
  3. 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.
  4. 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.
  5. Advertisements require to be uploaded to the Adhub Site Two ( 02) working days prior to the initial telecast of such Advertisement.
  6. The full payment requires to be made by the Merchant in order to initiate the material verification process.
  7. The Adhub Site reserves the right to change the rates of the Channels without any prior notice.
  8. 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.
  9. No third party monitoring report shall be provided.
  10. 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.
  11. 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:
  12. No cancellation or refunds will be allowed after the booking of the order unless the Adhub Site approves the cancellation request.
  13. The Merchant shall ensure that all Content is in strict compliance with applicable laws and regulations of Sri Lanka.
  14. 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.
  15. 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.
  16. 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
1. DTPL reserves the right to:
  1. reject any Advertisement / Content submitted for the Site for any reason whatsoever without assigning any reason and without any liability;
  2. make any alteration to the Site and DTPL shall not be liable for any loss or inconvenience caused to the Merchant resulting therefrom;
  3. vary, add to or amend the terms and conditions applicable to the Site;
  4. 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.
2. DTPL shall at its sole discretion be responsible for the implementation and maintenance of the technical infrastructure of the Site.
3. 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.
4. DTPL shall have the right at all times to monitor the activities of the Adhub Site.
5. 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;
6. DTPL shall provide reasons to the extent practicable for denial of access or refusal to divulge such information to the Merchant.
7. 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.
8. 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.
9. 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.
10. 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
1. 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.
2. 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.
3. 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.
4. 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.
5. You agree that any unauthorized actions by You will be strictly prohibited and You will at all times be responsible for such unathorised usage.
6. 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.
7. You agree that You will be solely responsible:
  1. 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.
  2. for any and all activities that occur in the Site and / or the Account.
  3. in informing DTPL on an immediate basis of any threatened and / or unauthorized use of Your Account or any other breach of security.
8. You agree to ensure that You will not under any circumstances whatsoever access data of any other merchant or subscriber of DTPL.
9. You will not;
  1. 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.
  2. 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.
  3. reverse engineer or decompile (whether in whole or in part) any software used in the Site and/or the Services.
  4. copy or use any material from the Site and/or the Services for any commercial purpose.
  5. 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.
  6. set a hyperlink to any part of the Site in any form from Your site / Account without DTPL's written consent.
10. You agree to be held responsible for ensuring that You are viewing the most recent version of the web-pag / Site.
11. 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.
12. 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).
13. You warrant that You will only use the Site and the Services in accordance with these Terms and in an appropriate and lawful manner.
14. 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;
15. 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.
16. 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
17. 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.
18. 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.
19. 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.
20. 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.
21. Access information:
  1. 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.
  2. 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.
  3. The Merchant as the registered user of the Account will:
  4. The Merchant agrees to check its bills carefully and inform DTPL immediately of any discrepancy.
22. The Merchant agrees and accepts in full DTPL's privacy policy which can be accessed at https://www.dialog.lk/privacy-policy.
23. The Merchant agrees that in terms of this Agreement the Merchant is prohibited from disseminating prohibited content as set out below
  1. All Advertising material submitted to DTPL shall not;
24. 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.
25. 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:
26. 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.
27. 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.
28. 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
1. 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.
2. 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.
3. 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.
4. Refund Policy
  1. No refund shall be enabled in the event;
  .
Indemnification and Limitation of Liability
1. 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.
2. 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.
3. 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.
4. The Merchant's only remedy under these Terms and Conditions is to discontinue using the Site and the Services.
5. 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.
6. 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.
7. 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.
8. 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
1. 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.
2. The following information shall be excluded from the foregoing scope of Confidential Information:
  1. information which at the time of disclosure is generally available to the public;
  2. information which after disclosure becomes generally available to the public through no fault of the receiving party;
  3. 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;
  4. 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
  5. information which the Party concerned shall be compelled to divulge if required by Law.
3. 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.
4. The confidentiality obligations set out in this Clause shall survive the termination of this Agreement.
5. The Merchant agrees that DTPL's usage of the Merchant's personal information is governed by DTPL's privacy Policy Statement.

Force Majeure
1. 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.
2. 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.
3. 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
1. 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.
2. 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
1. Notwithstanding any other rights and remedies provided elsewhere in this Agreement, in the event of termination of this Agreement;
  1. 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
  2. all due and payable amounts become payable immediately.
2. 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
1. 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.
2. 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.
3. 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.
4. 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.
5. The English terms and conditions shall prevail over the Sinhala and Tamil translations (if any).
6. 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.
7. 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.
8. 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.
9. 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..