These terms and conditions (the “Terms”), along with the accompanying Insertion Order (the “IO”), represent the complete agreement (the “Agreement”) between the Advertiser and Lorikeet Corporation Pty Ltd and its affiliates (“Adonix”) regarding the subject matter herein, and replace any prior or concurrent proposals, contracts, or communications, whether verbal or written.
(a) Submission of Advertiser Content: The Advertiser will provide Adonix with the advertising content (“Advertisement(s)”) and all other materials according to Adonix’s editorial, graphic, technical, or production criteria (the “Specifications”).
(b) Approval Process: All Advertisements are subject to Adonix’s approval. Adonix may reject or cancel any Advertisement at any time for any reason.
(c) Under-delivery: If under-delivery occurs, Adonix will notify the Advertiser and revise the IO in good faith.
(d) Over-delivery: Adonix may provide bonus ad units at its discretion.
(e) Proof of Performance: Adonix will provide a performance report after Advertisement delivery.
The Advertiser may cancel the entire IO with 60 days’ written notice. Cancellation within 60 days or during an active campaign will incur a penalty.
(a) License Grant: The Advertiser grants Adonix a non-exclusive license to display and distribute the Advertisements.
(b) Ad Metrics: Adonix grants the Advertiser a license to access all data related to the performance of the Advertisements.
(c) Ownership: The Advertiser retains intellectual property rights in their content. Adonix retains ownership of the Adonix IP.
(a) Invoicing: Adonix will send invoices based on actual delivery or the terms in the IO.
(b) Taxes: The Advertiser is responsible for taxes.
(c) Overdue Payments: Adonix may assess interest on overdue balances.
(a) Definition: Confidential information includes business plans, technology, and advertising displays.
(b) Disclosure: The Receiving Party will not disclose Confidential Information without the Disclosing Party's consent.
Adonix provides all ad placements “as is” and disclaims warranties of merchantability and fitness for a particular purpose.
The Advertiser agrees to indemnify Adonix for any claims arising from the Advertisements or breaches of the Agreement.
Neither party will be liable for indirect, incidental, or consequential damages.
The Advertiser assigns rights to Adonix for any feedback provided regarding the services.
The Agreement is governed by the laws of New South Wales, Australia. Notices must be in writing and delivered to the specified addresses.