GENERAL TERMS AND CONDITIONS BETWEEN
INUXU DIGITAL MEDIA TECHNOLOGIES AND PUBLISHER
By registering to and using the Adgebra DIY platform, Publisher agrees to the following Terms and Conditions:
1. THE PLATFORM
1.1 General Description.
Adgebra DIY (the "Platform") is a proprietary digital platform
owned and operated by Inuxu Digital Media Technologies Private
Limited ("Inuxu") that connects buyers and sellers of
advertising. Seller/Publisher may use the Platform to present
Advertising Slots to potential buyers of those Advertising Slots
who use the Platform to assess and bid on the Advertising Slots
presented by the Publisher.
1.2 Platform Security.
Publisher acknowledges and agrees that Inuxu may, in its sole and
absolute discretion, take such action as it deems reasonably
necessary or advisable to maintain Platform security, health and
economic viability (collectively, "Platform Health"), including,
without limitation, (a) utilizing third-Party anti-fraud software
or services; and (b) reviewing one or more Advertising Slots and
bid response etc. Publisher further acknowledges and agrees that
Inuxu reserves the right to conduct such evaluations and request
such information from Publisher as Inuxu deems necessary to
maintain Platform Health.
1.3 Platform Maintenance.
Publisher agrees that Inuxu does not guarantee that the Platform
will be available at particular times or for any certain uptime
commitment, and further acknowledges and agrees that Inuxu may be
required to take the Platform down for routine or emergency
maintenance from time to time.
2.INVOICE & PAYMENT
Publisher will submit an invoice by 7th of the subsequent month
when the supplies from the publisher or the billing amount
reaches a minimum INR 5000/- (Rupees Five thousand). Invoices
should be sent to email@example.com and firstname.lastname@example.org.
will include a copy of report / screenshot along with the invoice
to support the billing amount. Payment will be as per DIY
2.3 Payment Terms.
Invoices will be paid within 60 days from the date of invoice
reception, subject to collections from Inuxu clients/Advertisers.
Inuxu will be entitled to deduct the required TDS (Tax Deduction
at Source), Withholding Tax or any other tax as per the prevailing
and/or applicable Government norms. Publisher acknowledges to
agree to all the GST and other Government tax provisions, as
applicable from time to time. In case of any GST or other
Compliance Failure (e.g. Invoice, Classification (HSN/SAC Codes),
Payment of Taxes etc.) on part of the Publisher, resulting in
“loss of Input Credit” or “any short payment of taxes”, which
later on is recovered from Inuxu along with (or without) interest
and penalty, then Inuxu will have the right to charge and recover
the entire amount inclusive of interest and penalty from the
Publisher. If the Publisher is unregistered under GST then Inuxu
may charge/recover the Reverse Charge applicable on the supply of
service provided by the Publisher.
If Inuxu reasonably identifies that Publisher has engaged in an
Invalid Activity, Inuxu may, in its discretion, (a) withhold or
adjust payments to Publisher to exclude amount equivalent to that
activity; (b) correct the relevant Publisher invoice and within
ten (10) Business Days of notice from Inuxu to Publisher the
Publisher shall provide a credit note to reflect such invoice
adjustment; (c) retain collected amounts as compensation for
expenses and other losses incurred in connection with the
recovery and offsetting of claims Inuxu may have toward the
2.6 Currency Restrictions.
All payments will be made in INR or USD only.
3. PLATFORM ACCESS AND USE
3.1 Publisher Right to Access and Use
Subject to and in accordance with the terms and conditions of the
Agreement, Inuxu grants Publisher a limited, non-exclusive,
non-sub licensable, non-transferable, non-assignable, revocable
right to access and use the Platform during the Term.
3.2 The Platform
may not be accessed or used by Publisher or Publisher,s Users for
any purposes other than internal business purposes.
3.3 The Platform
may not be sub-licensed by the Publisher.
3.4 The Publisher
confirms that Ads will not be served on content that would be
deemed offensive by a majority of community people in the country
that ad is being displayed. Offensive content includes, among
other things, swearing, pornography, hate speech, illegal
information, or copyright infringement. Site may not be paid for
ad delivery on this content or whole campaign based on Inuxu's
3.5 The Publisher confirms
that Ads will be served only on websites approved by Inuxu under
4. INTELLECTUAL PROPERTY RIGHTS
4.1 No Assignment of IP.
Each Party agrees that nothing contained in the Agreement
constitutes or shall be construed to be an assignment or transfer
of any Intellectual Property Rights held by the other Party.
4.2 Inuxu Ownership of Platform.>
All ownership rights, title, and interest in and to the Platform,
as such may be modified, upgraded, or enhanced from time to time
(together with all Intellectual Property Rights therein or
related thereto) shall remain with and belong exclusively to
5.1 Disclaimer Acknowledgment.
Publisher hereby expressly acknowledges and agrees that:
5.1.1 the Platform and>
any related products are provided by Inuxu on an "as is" basis
5.1.2 Inuxu disclaims warranties
of any kind, whether express, implied, statutory, or otherwise,
oral or written, including, the implied warranties of
merchantability, fitness for a particular purpose and
non-infringement related to the usage of the Platform.
6.1 Protection Obligation
Each Party shall use commercially reasonable measures to protect
Confidential Information of the other Party and undertakes that
it shall not disclose to any person any Confidential Information
concerning the business, affairs, customers, financials, clients
or suppliers of the other Party or of that Party's Affiliates,
during the term of the Agreement and, regardless of the cause of
termination, for a period of two (2) years after termination of
the Agreement. Neither Party shall use the other Party's
Confidential Information for any purpose other than to exercise
its rights and perform its obligations under the Agreement.
Each Party may disclose the other Party's Confidential
Information to its workers, officers, representatives or advisers
only on a need-to-know basis for the purposes of exercising the
Party's rights or carrying out its obligations under or in
connection with the Agreement; provided, however, that prior to
such disclosure such Party shall procure that anyone to whom
Confidential Information is disclosed keeps such Confidential
Information confidential to the same extent as the Parties under
7. TERM AND TERMINATION
The Agreement shall enter into force once the Publisher creates
the account on the DIY platform and will remain till the
Publisher account is active on the DIY platform and all dues
towards Inuxu are settled by the Publisher.
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