HomeMy WebLinkAboutDataSphere AdvertisingPhil Cam●bc∥
3onncvillc Joint School District N0 93
3497 N Ammon Rd
Idaho Fa∥
You hereby authorize the Agreement as described above. You assume full responsibility for payment of all charges for
said advertisements and services, including any applicable sales, telecommunication, excise or similar taxes, to the
payment method that you provided at the time of subscription activation, whether placed individually or through your
authorized agents or delegates. By your electronic signature below, you confirm that you are authorized lo bind your
company or firm to the terms set forth in this Agreement, that all information you have submitted in connection with this
Agreemeni is complete and correct, that the terms set forth herein become a binding contract upon you, your company or
your firm and that you and your company or firm each have the necessary financial ability and willingness to pay for all
goods and/or services promptly and in accordance with all applicable terms and conditions. Accordingly, you acknowledge
that if you elect to terminate prior to the end of the term you will remain responsible for any remaining monthly payments
through the end of the term and will not be entitled to a retund of any amounts previously paid. lf you fail to pay by the
agreed due date, Oatasphere shall be entitled to claim interesl on any overdue amount at the rate of 1 .5olo per month. lf
you do not pay any overdue amount within fifteen (15) days of a written delinquency noiice, Datasphere may suspend
performance of any or all services, without limitation or !,vaiver of any other right or remedy available under this Agreement
or at law. lf Datasphere is required to retain a collection agency or attorney to collect any overdue payment, all
reasonable collection costs, including but not limited to attomeys'fees, will be paid by you.
Term and Terminatlon
The term of this Agreement shall be a fixed period specified in the table above and, unless either party provides the other
with written notice (email is suflicient as written notice) of termination at least three (3) business days prior to the end of
the initial Agreement term, the Agreement shall renew automatically for successive one-month extension terms thereafler
and DataSphere will charge the credit card you provided upon activation, unless you provide DataSphere with an
altemate payment method prior to expiration of the then-cunent initial or extension term. During this month-to-month
extension period, either party may terminate the Agreement by providing written notice (email is sufficient as written
notice) to the other at least three (3) business days prior to the end of the then-current monthly period. lf you received
promotional or discount pricing (i.e., pricing below DataSphere's list prices, including any ftee trial) during the initial term,
you will be charged list prices during any month-to-month extension period. ln the case of a free trial, Datasphere may, in
its sole discretion, notify you that your free trial is about to expire or has expired. Whether or not Oatasphere elects to
wam you about the expiration of your free trial, if you fail to cancel your subscription before the end of your free trial, you
will be responsible for all charges applicable to the initial Agreement term in accordance with the terms set forth in the
section above entilled "Authorization and Payment". lf you are a cunent Datasphere subscriber to a specific service or
have previously participated in a free trial for a specific service, you are not eligible to receive a free trial for the same
service.
Datasphere reserves the right, upon thirty (30) days' prior notice to you via fax or email, to adjust any pricing under this
Agreement. Any changes to your pricing will be effective upon your next billing cycle, and will not apply retroactively or to
the remainder of your current term.
Either party may terminate this Agreement at any time in the event of a material breach of the Agreement by the other
party where such breaching party does not cure such breach within thiily (30) days of wTitten notice thereof. ln the event
of a termination for OataSphere's uncured material breach of the Agreement, DataSphere will refund to Advertiser any
fees applicable to the period during which Oatasphere was in breach of the Agreement.
To cancel your subscription, please send written notice via email (cancel@datasphere.com) or fax (425.746.'1435). For
the avoidance of doubt, if you cancel the Agreement before the end of the then-cunent initial or extension term (other than
at the time of renewal with proper notice as provided in the paragraph above), you will be fully responsible for all the
outstanding and remaining charges for your applicable term.
Your Besponsiblllties
Advertiser hereby wanants and represents that (a) it will not make use of any of the services covered under this
Agreement for any of the purposes described in the second paragraph of the section below entitled ,,Datasphero,s
Provlsion ot Seryicas and Reservation of Rights"; (b) it has full power and authority to enter into this Agreement and
comply with the terms and conditions hereof; (c) the person executing this Agreement on its behalf has been properly
authorized and empowered to enter into this Agreement; (d) its listings, logo, profile page and website and any content or
copy therein will not infringe the intellectual property rights of any third party or be in violation of any Legal Requirements,
and you have obtained any releases or clearances required to use any of the foregoingi (e) the pe*orm-ance of its
obligations under this Agreement is not and !r/ill not be in violation of any other contraci, agreement or understanding tot /hich it is a party or by which it is bound, including but not limited to any code of ethics or-professional code ofresponsibility or ethics (e.9., bar association ethics rules); (D it will at all times comply with;ll lhe terms and conditions ofthis Agreement; and (9) it will at all times comply with all Legal Requirements wtren fumtfing its obligatio;s under thisAgreement.
lf anyone brings a claim against DataSphere related to your actions, content or information fumished by you, you willindemnifv and hord us harmress from and against a[ damages, rosses, ana erpenies oi any i;; i;;[i;g reasonabrelegal fees and costs) related to such claim.
"Legal Requirements" means all applicable federal, state, local, and foreign laws, rules, regulations, governmental permits
and other binding determinations of any governmental authority, whether they are in effect on the date of this Agreement
or come into effecl at any time before this Agreement is terminated. Legal Requirements include, but are not limited to
federal, state and local laws and regulations pertaining to (i) the Payment Card lndustry (PCl) Data Security Standard; (ii)
the CAN-SPAM Act of 2003; (iii) the Children's Online Privacy Protection Act of 2008 (COPPA); (iii) other data pdvacy
regulations or standards including but not limiied to lhe Network Advertising lnitiative (NAl)'s industry privacy standards;
and (iv) the laws or regulations of the FTC and state Unfair and Deceptive Trade Practices Acts or "Little FTC Acts".
You will have five (5) business days to approve your advertisement. lf we don't hear from you within five days, we will
automatically approve your ad and you will no longer have an opportunity to make any additional edits.
Product- or Servlcespeclllc lnlormatlon (these orovisions will onlv be apolicable if vou have ourchased or subscribed
for the oroduct or service referenced below)
Average Monthly Actlons-Based Advertislng Packages:
'Action" is defined as any affirmative activity or action that indicates interest in your business by a potential
customer in connection with your advertisement. Examples of an Action may include, but are not limited to, (a) targeted
video vievys, (b) clicks to view the details of your coupon, or (c) printing any coupon. Additional specifics related to
Actions may be found in your b!tplZ!0I!a!aSBhCIC.99!l account page. Actions do not guarantee you a specific number of
customers.
Where so indicated in the Advertising Package table above, you are purchasing a minimum average monthly
number of Actions during the term of this Agreement (the "Average Monthly Actions'); however, due to monthly lraffic
volatility and because Oatasphere cannot guarantee that monthly Actions with respect to an advertisement will be
uniformly distributed, Action volume is averaged over the length of your term and, except in the case of month-to-month
confads, is El a guarantee of a certain number of Actions in a given month. For example, if you purchased a minimum
of '100 Average Monthly Actions and the total length of your term is '12 months, you will receive a minimum of 1,200
Actions, which DataSphere will use commercially reasonable efforts to deliver over the course of those 12 months. ln the
event that your advertisement does not receive the aggregate minimum number of Actions (i.e., the Average Monthly
Actions x '12) included in the corresponding Advertising Package during the term, your sole remedy will be for
DataSphere, upon w tten request ftom you, to provide the shortfall in lhe number of contracted Actions following the end
of the term. lf, in Datasphere's sole discretion, its ability to deliver the required number of Actions has been compromised
through market forces or other circumstances outside its reasonable control, OataSphere reserves the right to cancel the
Agreement with seven (7) days' written notice, in wlrich case Datasphere will refund any fees paid for the then-current
term on a pro rata basis based on the actual shortfall as a percentage of the total contracled number of Actions.
Vldeos: Unless otherwise explicitly stated in this Agreement, DataSphere retains all right, title and interest in and
to any video included with your advertising package, but you may purchase the video at OataSphere's then-current list
price for such video.
Coupons: Your coupons will be provided through the Oatasphere Coupon Network to partners such as
Coupons.com, unless you inform your sales executive that you do not wish to participate. The Datasphere Coupon
Netrtork is a service which allows adverlisers to create, manage and distribute promotional coupons across a networt of
websites, email and mobile applications ("Partners'). The Partners to wtrich the coupons are distributed and the rules
associated with distribution or coupon management will vary over time and Datasphere reserves the right, in its sole
discretion and at any time, to make any changes to these or other aspects of the service; provided, however, that
DataSphere will use all commercially reasonable efforts to ensure that the DataSphere Coupon Network maintains an
appropriate mix, quantity and quality of Partners in order to ensure that it remains a value-added service for our partners
and customers. DataSphere reserves the right to charge additional fees for enhanced versions of the DataSphere
Coupon Netr,rcrk service in the future (for example, if Datasphere introduces a premium version of the service, which may
carry a greater burden of third-party costs and expenses than the regular version, or in the context of a performance-
based variant of the service) and/or to place a limit on the number of coupons printed within a speciric time period. you
will ahrrays have the option to opt-out of the Datasphere Coupon Network, for any reason, by accessing your account
at http.//mv.datasohere.com.
DataSphere's Provision of Services and Reservation of Rights
DataSphere agrees to use commercially reasonable efforts to provide the services ouflined in the Advertising package
table above to the Advertiser but makes no express or implied representation. o, *"n"rii", relarornj o-atasprrere 6r any
:.::lT:^:r-i1!T3lgil:?yi9-"d !1,""y emptoyee or asenr of oaiasphere. Any imptied wanantie, oii,-,.n"ntroility,ness ror a panlcular purpose, and non'infrin€ement are expressly disclaimed and excluded. ln addition, DataSphere
T^".11.-P j^"P1:1"lation thatlhe.operation of any Datasphere we6site wi be uninterrupred o,
""oi-ir-"", "nouataspnere wI not be rrabre for the consequences of any interruptions, downtime or enors
DataSphere reserves the right to refuse to run any advertisement that(1)iS ObSCene,pornographic,profane,fraudulent,
∥belous,defamatory,abusive or harassing,(11)promOtes violence or contains hate speech,(“1)infringes upon or othettse
violates the proprietary rights of another entity or(iv)adVertises o「promotes any∥legal activity,service orinerchandise
lf,in DataSphere's sole discretion,its agreement or arrangement vⅥth the app∥cable media company or publisher owning
or operating the primary website(s)。n whiCh Advertiser's∥stings are displayed,and to which reference is made in the
table setforth above summanzing the terrns of your Order,terninates,expires,or changesin such a way asto have a
material adverse effecl on DataSphere's abi∥ty to deliverthe promised placement,DataSphere reserves the right,in its
sole discretion,to either(1)Cancelthe Agreement vⅥth seven(7)days'Written notice,in which case DataSphere wⅥ∥
refund any fees paid forthe then―curentterrn on a pro rata basis based on the time remaining in the then―current termi or
(2)substitute an equivalent placement(as determined in DataSphere s discretion)within the same market on sim∥ar
websites and′o「mob∥e applications
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