This Advertising Agreement (the “Agreement”) sets out the terms and conditions upon which G-MAN CREATIVE BLOG (the “G-MAN”), being a G-MAN CREATIVE duly registered under the laws of CANADA, engages THE CLIENT (the “Advertiser”) as an advertiser (together, the “Parties”).
WHEREAS: The main activity of the G-MAN is blogs about graphic, web and, interactive designs.
WHEREAS: The Advertiser receives advertising services in this abovementioned area.
WHEREAS: The G-MAN is desirous of engaging the Advertiser to provide advertising services on such terms as are set out throughout this Agreement and the Advertiser for his part is desirous of being engaged by the G-MAN to provide said advertisement on said terms.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
In this Advertising Agreement:
1.1 “Social Media” shall mean all forms of social media such as Facebook, Twitter, LinkedIn etc.
1.2 “Ads” shall mean online advertisements.
1.3 “PPC”, “CPC” shall all mean Pay Per Click advertising.
1.4 “PPV”, “PPM”, “PPI”, “CPI”, “CPM” shall all mean Cost Per View advertising.
1.5 “Display Ads” shall means advertisements promulgated by any display networks.
1.6 “SEO” shall mean Search Engine Optimisation.
1.7 “Video Advertising” shall mean advertising on www.gmancreativeblog.com.
1.8 “Territory” shall mean TERRITORY.
1.9 “Viral Advertising” shall include all forms of viral advertising, stealth advertising and advertising using internet memes.
1.10 “Bonus Offers” shall mean the offering of any goods, services, ebooks or other benefit whatsoever whether or not of any real or perceived benefit or value as an incentive to the customer to purchase the goods or services of the Advertiser.
1.11 “Fees” shall mean the Fees set out in clause 4.
1.12 “Budget” shall mean the advertising Budget set out in clause 5.
1.13 The heading names in this Advertising Agreement are provided as reference only and do not form part of this Advertising Agreement.
1.14 This Advertising Agreement may be executed in both English and other languages. If there is a conflict between this Agreement in its various translations the English version shall prevail.
1.15 This Advertising Agreement covers all the Advertisers who advertise on www.gmancreativeblog.com.
1.16 The terms of this Advertising Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.
1.17 Neither G-MAN nor this Advertising Agreement DOES NOT COVER any design services. The Advertisers should deliver his/her designed ad(s) digitally to G-MAN as the dimensions are stated in clause 3.6.
2. PROVISION OF INFORMATION
In order to enable the Advertiser to create and promulgate appropriate advertisements G-MAN agrees to provide the Advertiser with:
2.1 A detailed description of the product or services being advertised including information relevant to advertising such as cost, payment means, refund policy etc.
2.2 An indication of the intended purpose of advertising (whether to promote a given product or service or raise brand or product awareness or both).
2.3 A detailed budget for advertising.
2.4 Access to their website traffic statistics in order to allow the Advertiser to tailor and improve the advertising as well as tracking commission, if applicable.
The performance by the Advertiser of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.
3. OBLIGATIONS OF THE ADVERTISER
It is agreed that:
3.1 G-MAN may use the following means to promote the products or services of the Advertiser as agreed between the Parties from time to time:
3.1.2 Text Ads
3.1.3 Image Ads
3.1.4 PPC Ads
3.1.5 PPV Ads
3.1.6 Social Media Advertising
3.1.7 Advertisement on www.gmancreativeblog.com
3.1.8 Video Advertising
3.2 G-MAN is expressly prohibited from using the following means to promote the products or services of the Advertiser:
3.2.2 Affiliate Marketing
3.3 G-MAN shall not promote any advert without that advert being first approved by the Advertiser.
3.4 G-MAN agrees that it will surrender to the Advertiser the following items on the termination of Advertising Agreement:
3.4.1 A full list of keywords used in connection with the advertisement or SEO.
3.4.2 Full details of the PPC or PPV strategy including targeted territories, budgets, and any other demographics.
3.4.3 Full details of all traffic received or directed under the campaign including Google Analytics information or similar.
3.5 The Advertiser agrees that we will reject any ads based on our sole discretion. We will cancel your ads if we determine that your site is unsuitable for our terms, including if it:
3.5.1 Promotes sexually explicit materials.
3.5.2 Promotes violence.
3.5.3 Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
3.5.4 Promotes illegal activities.
3.5.5 Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
3.5.6 Includes "Merchant" or variations or misspellings thereof in its domain name
3.5.7 Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
3.5.8 Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
3.5.9 You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Merchant.com or any other affiliated business.
3.6 Since the ads dimensions and duration of the ads vary, the ads duration times, the ads sizes and placements are clearly specified in clause 3.6.1, clause 3.6.2 and, clause 3.6.3. The Advertiser knows and accepts this. Apart from these, there is no any other durations and/or placements are available.
3.6.1 The duration of the ad(s) are limited with:
184.108.40.206 One (1) week (minimum advertising duration)
220.127.116.11 Two (2) weeks
18.104.22.168 Three (3) weeks
22.214.171.124 Four (4) weeks (maxium advertising duration) - as we do not accept any same designed ad(s) to be shown more than 4 weeks.
3.6.2 The Advertiser should deliver their ads to G-MAN in the following dimensions:
126.96.36.199 In Blog Column 800 x 250 px (width x max height pixels)
188.8.131.52 In Widget Column 265 x 500 px (width x max height pixels)
3.6.3 There is no any other placement of the ads other than the sample image shown as below:
4. FEES AND PAYMENTS
It is agreed that:
4.1 In consideration of G-MAN Adverstising services, the Advertiser agrees to pay G-MAN's advertising fee in advance on the basis of the contract. In case of non-payment and/or delay of the fee, G-MAN has the right to discontinue publishing the Advertiser's online ad(s). The Advertiser agrees this as a part of this Advertising Agreement.
4.2 The Advertiser shall be responsible for all charges as set in the contract plus applicable taxes, and shall pay all costs in Canadian Dollars or equivalent to CAD with current market exchange rate unless otherwise specified. The ads will be temporarily suspended in cases of declined or missing payment. In these situations, the Advertiser must provide alternative payment within 5 business days of being notified of the non-payment situation. If the payment is not provided within these 5 business days, the service and the account will be canceled. G-MAN reserves the right to cancel or suspend all listings in situations of non-payment. G-MAN reserves the right to a legal action against the customer for outstanding balances. The Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and legal fees G-MAN incurs if any further action is required to collect outstanding payments.
4.3 PAYMENTS TO G-MAN Creative Blog: G-MAN accepts only direct Money Order (Bank Wire) and/or Western Union to the name of Gokhan DANACIOGLU. These are the ONLY forms of payment acceptable under this agreement.
5. MANAGEMENT OF ADVERTISING BUDGET
It is agreed that:
5.1 During the course of this Advertising Agreement and in addition to those Fees outlined in clause 4 the Advertiser undertakes to pay total budget to G-MAN to be used to meet the direct costs of the advertising campaign.
5.2 The Budget shall be paid in advance and/or if there is any agreement between G-MAN and the Advertiser other than actual Advertising Agreement.
5.3 In the event of the Termination of this Advertising Agreement G-MAN agrees to return any unused Budget to the Advertiser.
This Advertising Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences at which point the Agreement will end:
6.1 The failure of the Advertiser to pay any fees due under this Agreement within 5 business days of them falling due provided that such delay was not expressly agreed between the Parties.
6.2 The provision of 14 (fourteen) days’ notice in writing by either Party.
6.3 The passing of 3 months after the date of the agreement, done between the Parties.
7. WARRANTIES AND INDEMNITIES
It is agreed that:
7.1 Both Parties warrant that they have the necessary power and approval to enter into this Advertising Agreement.
7.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this Advertising Agreement.
7.3 The Advertiser warrants that he/she will use only those means of advertising approved by G-MAN.
7.4 Where G-MAN is holding or otherwise controlling an advertising Budget he/she undertakes to use this Budget in its entirety for advertising and not for any other purpose and to return any unused Budget at the termination of this Advertising Agreement.
7.5 G-MAN undertakes to pause or stop all advertising on the express instruction of the Advertiser in writing.
7.6 The Advertiser undertakes to pay all Fees promptly and not to unreasonably withhold payment.
7.7 G-MAN warrants that he/she will use only:
7.7.1 Material expressly authorised by the Advertiser or,
7.7.2 Entirely original material and will not infringe the copyright of any third-party.
7.8 The Advertiser warrants the he/she will not use any false or misleading statements in their advertisements whether by statement, act, omission or implication.
7.9 The Advertiser warrants that he/she will not use any vulgar, offensive or disreputable means of advertising.
7.10 The Advertiser agrees to indemnify and keep indemnified G-MAN against any and all losses howsoever arising as a result of a breach of clause 7.7, clause 7.8 or clause 7.9.
7.11 The Advertiser acknowledges that he/she does not have the right to bind G-MAN.
7.12 The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.
7.13 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights.
7.14 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.
7.15 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clause 11.
It is agreed that:
8.1 Both G-MAN and the Advertiser shall ensure that any confidential information or material which is obtained during the scope of this Advertising Agreement or in negotiation thereof is kept confidential including but not limited to the details of the means of advertising and the commission due or received under this Advertising Agreement.
8.2 G-MAN shall ensure that the details of the Candidate are kept confidential at all times and undertakes not to share this information with any third-parties.
8.3 G-MAN undertakes that he shall not expose any confidential information except with the prior written consent of the Advertiser or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.
8.4 The terms of clauses 8.1, clause 8.2, clause 8.3 shall apply indefinitely notwithstanding the termination of this Advertising Agreement.
Any variation to this Advertising Agreement shall be made in writing and signed by both Parties and/or shall be sent to both parties registered e-mail addresses via e-mail.
Any notice served under this Advertising Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address or their registered e-mail addresses via e-mail for service. All notices shall be delivered in English.
11. GOVERNING LAW, DISPUTES AND ARBITRATION
It is agreed that:
11.1 The Advertising Agreement is made under the exclusive jurisdiction of the laws of ONTARIO, CANADA.
11.2 Disputes under this Advertising Agreement shall be subject to the exclusive jurisdiction of the courts of ONTARIO, CANADA.
11.3 Notwithstanding the terms of clause 11.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.
If you do have any question regarding above, please contact with us at firstname.lastname@example.org.
Effective Date: March 01, 2019