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REPRESENTATION AGREEMENT
By signing below, you appoint Huntmads S.A. (hereinafter OPERA MEDIAWORKS) as your nonexclusive sales representative for any mobile inventory not sold by your in-house sales team and agree
that this mobile inventory property or product will include your unique OPERA MEDIAWORKS
source code as a OPERA MEDIAWORKS member according to the terms and conditions contained in
this Advertising Sales Representation Agreement (this "Agreement").
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Ownership of Data
All data collected by OPERA MEDIAWORKS or advertisers through the OPERA
MEDIAWORKS source code or otherwise from your web site will be the property of OPERA
MEDIAWORKS or the advertiser, as the case may be, and you will have no rights in or to
such data. You hereby acknowledge that information, graphics, and infrastructure provided by
OPERA MEDIAWORKS are the sole property of OPERA MEDIAWORKS and may not be
used without its prior written consent.
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Termination
OPERA MEDIAWORKS reserves the right at any time and with prior 30 days
notice by e-mail, in its sole and absolute discretion, to terminate this Agreement, or
in lieu of terminating this Agreement, to suspend the marketing of and placement of
advertising for you. If OPERA MEDIAWORKS terminates this Agreement for any
reason other than your breach, then revenue for advertising run through the date of
termination will be payable at the originally agreed upon Contract Rate.
8.
Renewal
If no new Agreement is executed upon this Agreement's expiration, this Agreement will
automatically renew as a month-to-month (non-exclusive) agreement, but pursuant to the
terms and conditions in the then current form of Advertising Sales Agreement posted on the
OPERA MEDIAWORKS web site.
9.
third party intellectual property rights, including without limitation, United States or foreign
trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other
music-related rights, or any other third-party right, (b) your web site does not and will not
contain any content which violates any applicable law or regulation, and (c) you have all
necessary rights and authority to enter into this Agreement and place advertising on the
publications identified in this Agreement and on, adjoining, or in the vicinity of other web
sites that may be viewed, linked or visited through access to your web site or in any location
where you choose to place your individualized ad code.
10. Indemnification
1. If any claim or suit is brought against OPERA MEDIAWORKS or an advertiser due
to (i) your breach of this Agreement, or (ii) any other act by you, including anything
related to your website, you will assume the defense of any such claim or suit and to
indemnify OPERA MEDIAWORKS and the advertisers against any damages, losses,
expenses and reasonable costs, including attorney's fees, in such suit or claim and in
the reasonable investigation of any allegations of such suit or claim.
2. If any claim or suit is brought against you due to a breach of this Agreement by
OPERA MEDIAWORKS, OPERA MEDIAWORKS will assume the defense of any
such claim or suit and to indemnify you and the advertisers against any damages,
losses, expenses and reasonable costs, including attorney's fees, in such suit or claim
and in the reasonable investigation of any allegations of such suit or claim.
11. Disclaimers, Exclusions and Limitations
1. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE
TERMS AND CONDITIONS, NEITHER PARTY MAKES, AND EACH PARTY
HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT PARTY'S
WEB SITE AND ANY PRODUCT, SERVICE OR INFORMATION THEREON
OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE
UNINTERRUPTED OR ERROR-FREE.
2. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10,
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE
TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM
ANY PROVISION OF THESE TERMS AND CONDITIONS , INCLUDING, BUT
NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO
EVENT SHALL THE RECEIVING PARTY'S AGGREGATE LIABILITY
ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE
PAYMENTS TO THE DIRECTING PARTY HEREUNDER. THE LIMITATIONS
OF LIABILITY UNDER THIS SECTION 11.B SHALL NOT APPLY TO A
PARTY'S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 10.
12. Governing Law, Venue, Arbitration
1. This Agreement shall be governed by the laws of the Common wealth of
Massachusetts.
2. You hereby irrevocably (i) submit to the nonexclusive jurisdiction of any
Massachusetts state or Federal court sitting in Boston in any action or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby,
(ii) agree that all claims in respect of such action or proceeding may be heard and
determined in such Massachusetts state court or in such Federal court, and (iii)
waive, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding.
3.
Any claim, controversy or dispute between the parties to this Agreement, their
agents, employees, officers, directors or affiliated agents ("Dispute") shall be
resolved by arbitration conducted by a single arbitrator engaged in the practice of
law, under the then current rules of the American Arbitration Association ("AAA").
The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the
arbitration of all Disputes. The arbitrator shall have authority to award compensatory
damages only. The arbitrator's award shall be final and binding and may be entered
in any court having jurisdiction thereof. Each party shall bear its own costs and
attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The
arbitration shall occur in Boston, Massachusetts and the laws of Massachusetts shall
govern the construction and interpretation of the Agreement.
13. Successors and Assigns
This Agreement shall be binding on the undersigned, its successors and assigns. You may
assign this Agreement in connection with an assignment, sale or other conveyance of your
web site, provided, however, in connection with such assignment, the assignee must load new
unique OPERA MEDIAWORKS supplied programming code on each page of the web in
which advertising is run in order to identify the new owner for tax reporting purposes.
14. Setoff
In the event OPERA MEDIAWORKS is due any sums under the terms of this Agreement or
for any other services provided by OPERA MEDIAWORKS, OPERA MEDIAWORKS may
collect such amounts from your earnings.
15. Confidential Information
In the course of performing the services contemplated by this Agreement, it may be necessary
for the parties hereto to disclose to each other confidential information. Neither party will,
during or after the term of this Agreement, reveal any such information to any third parties or
use such information for itself or any third party except as authorized in writing by the
disclosing party or as required by applicable law or court order. Each party will take
reasonable precautions to insure that all such information is not disclosed by any of its
employees or agents to any unauthorized persons and will limit disclosure to its employees on
a "need to know" basis. Confidential information does not include information that is, or
subsequently may become within the knowledge of the public generally, through no fault of
the party hereto receiving the information, or information that the receiving party can show
was previously known to it at the time of receipt.
The above provision applies solely to confidential information of you and OPERA
MEDIAWORKS. In the course of providing advertising to your site, advertisers will disclose
to you and OPERA MEDIAWORKS additional confidential information. Advertisers
generally consider all information that they disclose to be confidential, including, but not
limited to, the content of the advertising, the web sites the advertising is run on, the number of
impressions delivered, the fee paid for the advertising, the data collected from users and even
the fact that the advertising was placed on a web site. Advertisers impose strict confidentiality
obligations on anyone receiving such information. With respect to this advertiser confidential
information, you agree to comply with the requirements in the immediately preceding
paragraph. Further, no advertiser confidential information may be disclosed, released, used or
made public in any other way without our prior written consent.
Please indicate your agreement to these terms and conditions by clicking below (for
registration through the internet).
NOTE: IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST RETURN A HARD COPY OF
THE AGREEMENT TO HUNT MOBILE ADS, CO-SIGNED BY A PARENT OR GUARDIAN,
EITHER BY POST OR FAX.
PLEASE MAIL TO HUNT MOBILE ADS, ATTN: PUBLISHER SERVICES, ARCOS 2215 7TH
FLOOR, CAPITAL FEDERAL, (1428) ARGENTINA.
Huntmads SA
Arcos 2215 7th Floor
CABA (1428)
Buenos Aires - Argentina
Signatures:
Date:
Publisher Signature
Date:
Huntmads SA Signature
Date: