From Düsseldorf Airport:
Take the Skytrain to Flughafen Bahnhof
Take train towards Koblenz or Köln/Köln Messe/Deutz
Take the 3 train towards Bocklemünd to Suevenstrasse
From Cologne Airport:
Take the 161 Bus towards Köln to Porz Markt
Take the 7 Train towards Braunsfeld to Drehbrücke
Take the 3 or 4 train to Suevenstrasse
Take the 7 train towards Zündorf to Drehbrücke
four media network GmbH
Siegburger Strasse 189
T + 49/221/880449771
F + 49/221/880449779
Issam El Ghouzafi, Bernhard Mogk
Registergericht: Amtsgericht Köln
Handelsregister Köln: HRB 74832
USt-IdNr: DE 282256658
Inhaltlich Verantwortlicher gemäß §6 MDStV: Issam El Ghouzafi, Bernhard Mogk
I. Inhalt des Onlineangebotes
Der Autor übernimmt keinerlei Gewähr für die Aktualität, Korrektheit, Vollständigkeit oder Qualität der bereitgestellten Informationen. Haftungsansprüche gegen den Autor, welche sich auf Schäden materieller oder ideeller Art beziehen, die durch die Nutzung oder Nichtnutzung der dargebotenen Informationen bzw. durch die Nutzung fehlerhafter und unvollständiger Informationen verursacht wurden sind grundsätzlich ausgeschlossen, sofern seitens des Autors kein nachweislich vorsätzliches oder grob Fahrlässiges verschulden vorliegt. Alle Angebote sind freibleibend und unverbindlich. Der Autor behält es sich ausdrücklich vor, teile der Seiten oder das gesamte Angebot ohne gesonderte Ankündigung zu verändern, zu ergänzen, zu löschen oder die Veröffentlichung zeitweise oder endgültig einzustellen.
II. Verweise und Links
Bei direkten oder indirekten Verweisen auf fremde Internetseiten ("Links"), die außerhalb des Verantwortungsbereiches des Autors liegen, würde eine Haftungsverpflichtung ausschließlich in dem Fall in Kraft treten, in dem der Autor von den Inhalten Kenntnis hat und es ihm technisch möglich und zumutbar wäre, die Nutzung im Falle rechtswidriger Inhalte zu verhindern. Der Autor erklärt daher ausdrücklich, dass zum Zeitpunkt der Linksetzung die entsprechenden verlinkten Seiten frei von illegalen Inhalten waren. Der Autor hat keinerlei Einfluss auf die aktuelle und zukünftige Gestaltung und auf die Inhalte der gelinkten/verknüpften Seiten Deshalb distanziert er sich hiermit ausdrücklich von allen Inhalten aller gelinkten/ verknüpften Seiten, die nach der Linksetzung verändert wurden. Diese Feststellung gilt für alle innerhalb des eigenen Internetangebotes gesetzten links und verweise sowie für Fremdeinträge in vom Autor eingerichteten Gästebüchern, Diskussionsforen und Mailinglisten. Für Illegale, Fehlerhafte oder unvollständige Inhalte und insbesondere für Schäden, die aus der Nutzung oder Nichtnutzung solcherart dargebotener Informationen entstehen,haftet allein der Anbieter der Seite, auf welche verwiesen wurde nicht derjenige, der über Links auf die jeweilige Veröffentlichung lediglich verweist.
III. Urheber- und Kennzeichenrecht
Der Autor ist bestrebt, in allen Publikationen die Urheberrechte der verwendeten Grafiken, Tondokumente, Videosequenzen und Texte zu beachten , von ihm selbst erstellte Grafiken, Tondokumente, Videosequenzen und Texte zu nutzen oder auf lizenzfreie Grafiken, Tondokumente, Videosequenzen und Texte zurückzugreifen. Alle innerhalb des Internetangebotes genannten und ggf. durch Dritte geschützten Marken- und Warenzeichen unterliegen uneingeschränkt den Bestimmungen des jeweils gültigen Kennzeichenrechts und den Besitzrechten der jeweiligen eingetragenen Eigentümer. Allein aufgrund der bloßen Nennung ist nicht der Schluss zu ziehen, dass Markenzeichen nicht durch Rechte Dritter geschützt sind. Das Copyright für Veröffentlichte, vom Autor selbst erstellte Objekte bleibt allein beim Autor der Seiten. Eine Vervielfältigung oder Verwendung solcher Grafiken, Tondokumente, Videosequenzen und Texte in anderen elektronischen oder gedruckten Publikationen ist ohne ausdrückliche Zustimmung des Autors nicht gestattet.
Sofern innerhalb des Internetangebotes die Möglichkeit zur Eingabe persönlicher oder geschäftlicher Daten (Emailadressen, Namen, Anschriften) besteht, so erfolgt die Preisgabe dieser Daten seitens des Nutzers auf ausdrücklich freiwilliger Basis. Die Inanspruchnahme und Bezahlung aller Angebotenen Dienste ist - soweit technischmöglich und zumutbar - auch ohne Angabe solcher Daten bzw. unter Angabe anonymisierter Daten oder eines Pseudonyms gestattet. V. Rechtswirksamkeit dieses Haftungsausschlusses Sofern Teile oder einzelne Formulierungen dieses Textes der geltenden Rechtslage nicht, nicht mehr oder nicht vollständig entsprechen sollten, bleiben die übrigen Teile des Dokumentes in ihrem Inhalt und ihrer Gültigkeit davon unberührt.
four media network GmbH 2014
FOR THIS WEBSITE
WHAT INFORMATION DOES THE 4MN SITE COLLECT?
Personally Identifiable Information Personally identifiable information is information that identifies a user as a specific individual, such as a name, email address, mailing address or phone number.The 4MN Site collects personally identifiable information about users only if a user voluntarily provides that information to the Site. Personally identifiable information is collected on the 4MN Site in various instances including, without limitation:. Request info. A user, typically a publisher, advertiser or job seeker, submits an inquiry to 4MN through the "Request Info"function on the Site, and provides his or her name, address, email address and/or telephone number so that 4MN is able to respond.. Comment on blog posting. A user posts a comment in the blog section of the Site, and submits his or her name and email address in connection with the posting.. Subscribe to email newsletter. A user provides his or her name, email address and other contact information to subscribe to the 4MN email newsletter. . Subscription feed. A user subscribes to the Site's subscription function by providing his or her email address. . Access to 4MN Video's web-based client interface. A current 4MN client accesses the client-only areas of the Site, either the Publisher or Advertiser platforms, by submitting his or her username and password. . Request for feedback. From time to time, the 4MN Site may ask users for voluntary feedback that will help us improve the Site. In connection with such feedback, users may choose to provide optional name and contact information. . Promotions, sweepstakes, or contests. From time to time, 4MN may sponsor or co-sponsor an offer for users to provide information, such as his or her name, email address or other contact information, and/or to answer certain questions on an entry form if he or she chooses to participate in the applicable activity. Non-Personally Identifiable Information Non-personally identifiable information includes demographic information (such as age, gender, city or state) and a user's click stream information. The 4MN Site collects information about users and stores it in log files. This information includes non-personally identifiable information that your browser automatically sends whenever you visit this Site, including information about your web request, your IP address, your browser type, browser language, date and time of the request.
HOW DOES 4MN USE THE INFORMATION COLLECTED BY THE 4MN SITE?
Personally Identifiable Information
4MN uses the personally identifiable information you provide to respond to your inquiries and requests, and to keep accurate records concerning the services you are requesting through the 4MN Site.Non-Personally Identifiable Information 4MN generally uses non-personally identifiable information in aggregated form to help measure the 4MN Site's performance and effectiveness, and to improve its usefulness.
WITH WHOM DOES 4MN SHARE THE PERSONALLY-IDENTIFIABLE INFORMATION COLLECTED ON THE 4MN SITE?
4MN may share personally identifiable information with its service providers that help 4MN provide the services that you request, such as delivery of our email newsletters. 4MN does not share the personally identifiable information that you provide to the 4MN Site with any other third party. 4MN may transfer the information it collects on this Site to any successor- in-interest to 4MN (such as a company that acquires 4MN), or internally to one or more affiliates (such as a corporate subsidiary or parent). 4MN may also disclose personally identifiable information about a user if it determines that an applicable law, regulation or legal process requires it, or if 4MN determines that it needs to share such information to protect or enforce 4MN's rights or the rights of another user.
WHAT ELSE SHOULD I KNOW ABOUT PRIVACY?
Security 4MN maintains safeguards to protect the security, integrity and privacy of the personally identifiable information within our reasonable control. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to protect your information, please be advised that 4MN assumes no responsibility or liability for disclosure of your information due to errors in transmission, unauthorized third-party access or other causes beyond 4MN�s reasonable control.
Links to Other Websites
Collection of Information from Minors
The 4MN Site is directed to, and intended for use by, adults only. We do not knowingly collect personally identifiable information from children under the age of thirteen. If we become aware that we have inadvertently received personallyidentifiable information from a user under the age of thirteen, we will delete such information from our records.
FOR THE FOUR MEDIA NETWORK SERVICES
We collect information about your activities on certain websites to send you targeted ads. To opt out of our targeted advertisements please send a mail to email@example.com or go directly to
WHAT DOES 4MN DO?
4MN is an online advertising company that offers advertisers opportunities to display their interactive or video ads on top-tierwebsites, including mobile websites, and mobile applications. Our services streamline the selection and delivery of interactive and video ads for advertisers and web publishers.
HOW DOES 4MN DELIVER ADS?
Ads delivered by 4MN appear primarily in two contexts as follows:(i) in an ad banner or other ad unit on a web page ("in-page ads") and (ii) as part of a video stream through a player, widget or application ("in-stream ads").Most of our advertisers' ads are delivered by DFP/Liverail or Videoplaza. These are third party technology service providers who are our agents for delivering certain of our advertisers' advertisements.
HOW ARE ADS SELECTED FOR DELIVERY?
IS INFORMATION TRANSFERRED TO 4MN SUCCESSORS AND AFFILIATES?
4MN may transfer the information it collects in connection with its business to any successor-in-interest to 4MN (such as a company that acquires 4MN), or internally to one or more affiliates (such as a corporate subsidiary or parent). 4MN may also disclose information if it determines that an applicable law, regulation, or legal process requires it, or if 4MN determines that it needs to share such information to protect or enforce 4MN�s rights or the rights of another user.
In these Terms, the following expressions shall, unless the context otherwise requires, have the following meaning:
"Ad(s)" mean(s) any promotional material that the Buyer requests to be inserted on a page of the Website(s) in accordance with the Terms and the related IO.
"Ad Placement(s)" mean(s) any link, banner, video or any other advertising placements format which is dedicated to host the Ads on the website(s).
"Advertiser" means the advertiser of the product or service referred to in the Ads and named in the applicable IO.
"Affiliate(s)" mean(s), with respect to either party, any corporation, firm, partnership, person or other entity, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party.
"Agency" means the advertising agency, the media buyer or other entity, named in the IO, representing Advertiser and who has the authority to enter into these Terms and to execute an IO on behalf of the named Advertiser.
"Buyer" means the person or entity placing and signing the IO (whether it is the Advertiser or the Agency) and billed by 4MN in accordance to terms set forth in Section 4.
"Campaign End Date" means the last date for publication of the Ads (as detailed in the IO).
"Campaign Start Date" means the earliest date for publication of the Ads (as detailed in the IO);
"Campaign Window" means the period between the Campaign Start Date and Campaign End Date (inclusive);
"CPC or Cost-per-click" means the cost based on the number of clicks a specific Ad gets.
"CPM or Cost-per-thousand" means the cost per 1000 views of the Ad during the Campaign Window on the Website(s).
"4MN" means four media network, a German company, with offices located at Siegburgerstrasse 189, Cologne, 50679, Germany.
"Impression(s)" mean(s) the metric used to measure views of an Ad inserted on the Website(s).
"Insertion Order" or "IO" means the advertising's insertion order submitted by 4MN to the Buyer and returned duly executed to 4MN, for Ads to be placed on the Website(s) in accordance with these Terms.
"Technical Specifications" mean the technical specifications for display advertising on the Website(s), established by 4MN and which may be amended by 4MN from time to time.
"Terms" means these terms and conditions.
"Third Party" means an entity other than the parties to these Terms, their respective Affiliates, and each of their respective directors, officers, employees and agents.
"Website(s)" means the website specified on the Insertion Order, which are a Third Party website(s) for which 4MN is entitled to serve Ads on such Third Party website(s).
2. INSERTION ORDERS AND INVENTORY AVAILABILITY
2.1 Validity and conditions of the IO
a. From time to time, the Buyer may negotiate IO under which 4MN will deliver Ads provided by the Buyer to be displayed on the Website(s) for the benefit of the Buyer and in accordance with these Terms.
b. The IO is established in a form provided by 4MN and will be binding only if accepted as provided in Section 2.1(c) below.
c. Acceptance of the IO and these Terms will be made upon the execution and return of the IO by the Advertiser himself or the Agency placing the order. 4MN shall receive at least 72 (seventy two) hours before the Campaign Start Date as specified in the IO unless otherwise agreed upon in the IO.
d. Each IO shall specify (i) the identity of the Advertiser for whom the campaign is executed and billed; (ii) the identity of the Agency placing the OI on behalf of the Advertiser, in case it is not directly the Advertiser himself; (iii) the type and name of the product(s) and/or service(s) to be promoted (if available); (iiii) the type(s) and amount(s) of inventory to be delivered (e.g., Impressions, clicks or other desired actions) (the "Deliverables"); (iv) the price(s) for such Deliverables; (e) the maximum amount of money to be spent pursuant to the IO (if applicable), (v) the Campaign Start Date and Campaign End date; (vi) Ad Placement requirements; other items that may be included are, but are not limited to: reporting requirements such as Impressions or other performance criteria, Ad Placement requirement, any special Ad delivery scheduling and/or specifications concerning ownership of data collected.
e. The IO signed by the Buyer is strictly personal and cannot be assigned, even partially to a Third Party without 4MN express and prior approval. Unless otherwise agreed in the IO, 4MN does not give under these Terms, any exclusivity to the Advertiser or Agency and does not guarantee that a competitor of the Advertiser will not be present in an adjacent advertising placement during the Campaign Window.
f. The IO gives 4MN the right to market, reproduce, display, transmit and perform the Ads on the Website(s) and use Advertiser's name and its trademarks on advertising and promotional activities to its actual or potential clients. The IO gives 4MN's users the right to access the Ads together with any content or material linked to the Ads.
2.2 Inventory availability
4MN will make commercially reasonable efforts to notify the Buyer within three (3) business days of receipt of an IO executed by the Buyer if the specified Deliverable(s) is not available.
2.3 Revisions or modifications of IO
a. By the Buyer: Revisions or modifications required by the Buyer to the originally accepted IO will not be binding to 4MN unless accepted in writing by 4MN. Any revision or modification requested by the Buyer shall be addressed to 4MN at least 24 business hours before the earlier of (a) the Campaign Start Date or (b) the display of the first Ad Impression by 4MN, unless otherwise agreed upon in the IO. Any revision or modification required by the Buyer after such 24 hours will be subject to a 10 % increase of the total price before-tax for every concerned message, the total price still being owed to 4MN.
b. By 4MN: 4MN will use commercially reasonable efforts to provide the Buyer at least 5 business days prior notification of any material changes to the Website(s) that would change the target audience or significantly affect the size or placement of the Ads specified in the affected IO. Should such a modification occur with or without notice, as Buyer�s sole remedy for change or notice, Buyer may immediately cancel the remainder of the IO without penalty within the 5-day notice period. If 4MN has failed to provide such notification, Buyer may cancel the remainder of the
IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such modification.
2.3 Third Party's ad servers ("Third Party Ad Servers")
This Section is applicable if Third Party Ad Server is used during the Campaign Window. In this case, 4MN will track delivery through its ad server and the Buyer may also track delivery through its proprietary or subcontracted Third Party Ad Server. The Buyer may not substitute the Third Party Ad Server specified in the IO without 4MN's consent. The Buyer and 4MN agree to give reciprocal access to relevant and non-proprietary statistics from both ad servers, or if such is not available, provide weekly placement-level activity reports to each other. The traffic or impressions reports provided to the Buyer from 4MN (and not the ones provided by the Third Party Ad Server) shall control with respect to all of 4MN's obligations under these Terms and related IO.
3. AD PLACEMENT AND POSITIONING
a. Except otherwise expressly agreed by 4MN, the Ad Placements on the Website(s) are subject to the sole discretion of 4MN.
b. 4MN must comply with the IO, including all Ad Placement restrictions, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO, an Ad to the Website specified on the IO when such Website is called up by an Internet user. Any exceptions must be approved by the Buyer in writing. 4MN will submit or otherwise make electronically accessible to the Buyer within three (3) business days of acceptance of an IO the technical specifications. Changes to the technical specifications of the already purchased Ads after that three business days period will allow the Buyer to suspend delivery of the affected Ads for a reasonable time in order to either (i) send revised artwork, copy, or active URLs ("Advertising Materials"); (ii) request that 4MN resizes the Ads at 4MN�s cost and with final creative approval of the Buyer, within a reasonable time period to fulfil the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ads without penalty for both parties.
d. Ad delivery shall comply with editorial guidelines stated on the IO (if any). As Buyer's sole remedy for a violation of the foregoing sentence: (i) Ads that run in violation of such editorial guidelines, if 4MN is notified of such violation within 30 days of the violation, shall be non-billable; and (ii) after the Buyer notifies 4MN that specific Ads are in violation of such editorial guidelines, 4MN will make commercially reasonable efforts to correct within 24 hours such violation. In the event that such correction materially and adversely impacts such IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impacts. In the event that the parties cannot reach agreement on such changes within five business days from the implementation of such correction, the Buyer or 4MN may, upon the conclusion of such 5 business day period, immediately cancel such IO, without penalty for both parties.
4. PAYMENT AND PAYMENT LIABILITY
a. The IO shall be invoiced by 4MN to the Buyer on a monthly basis. For CPM and CPC campaigns, the invoices will be based on the actual Ads delivery. For fixed price campaigns, the amount of the invoices will be prorated according to the number of days the campaign was active during a given month.
b. Invoices will be sent to: Advertiser's or Agency's (when applicable) billing address as set forth in the IO and must include information reasonably specified by Agency (when applicable) or Advertiser�s name, and any number or other identifiable reference.
4.2 Payment Date
a. The Buyer will make payment in Euros (�) within 30 days from the date of invoice, or as otherwise stated in the invoice, of all amounts and any applicable taxes, collectively ("Fees").
b. 4MN reserve the right to charge interest on all sums which remain outstanding after the Payment Due Date at a rate of 3.75% per month or the maximum permitted by law, whichever is lower ("Penalties").
c. The payment is deemed to be done only at the effective collection of Fees by 4MN.
d. 4MN may notify the Buyer that it has not received payment in such thirty-day period and whether it intends to seek payment directly from the Buyer pursuant to section 4.3, and may do so 5 business days after providing such notice.
4.3 Payment Liability
a. When the Advertiser is the Buyer, Advertiser is liable for payments of Fees in the terms set forth in Section 4.2. In the event of non-payment of Fees by the Advertiser on the Payment Due Date, 4MN reserves the right (i) to apply the penalties set forth is Section 4.2 (b) until the full payment of the Fees by the Advertiser and (b) refer to Third Party collections to seek and collect the payment of Fees and Penalties and (c) to withhold further IO pending receipt of Fees.
b. When the Agency is the Buyer, the Agency is liable for payments of Fees in the terms set forth in Section 4.2. In the event of non-payment of Fees, prior to referring such non-payment of Fees for third party collections, 4MN reserves the right to seek and collect payment of Fees directly from the Advertiser, as Agency�s disclosed principal(s), for payment of outstanding Fees. If the outstanding balance is still not satisfied, 4MN reserves the right (i) to apply the penalties set forth is Section 4.2 (b) until the full payment of the Fees and (b) refer to Third Party collections to seek the payment of Fees and Penalties and (c) to withhold further IO pending receipt of Fees. In no event, such collections procedure shall relieve the Agency of liability for the debt.
c. In both cases set forth in Section 4.2 (a) and (b), Advertiser and Agency agree to pay all collection fees including attorneys' fees and court costs incurred to effect collection.
4MN must, within 3 business days of the Campaign Start Date on the IO, provide confirmation to Agency, either electronically or in writing, stating whether the components of the IO have begun delivery.
4MN shall make reporting available at least once monthly, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, Ad Placement, and other variables defined in the IO, for example, impressions and/or clicks. Once 4MN has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to receipt of 4MN's invoice for such period.
Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within 10 days after written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if the Buyer commits a violation of the same Policy (as defined below), where such Policy had been provided by 4MN to Buyer, on two separate occasions after having received timely notice of each such breach, even if such breach has been cured by the Buyer, then 4MN may terminate the IO associated with such breach upon written notice. If the Buyer does not cure a violation of a Policy within the applicable five days cure period after written notice, where such Policy had been provided by 4MN to the Buyer, then 4MN may
terminate the IO associated with such breach upon written notice.
a. 4MN shall monitor delivery of the Ads, and shall notify the Buyer either electronically or in writing as soon as possible (and no later than two weeks before Campaign End Date unless the length of the campaign is less than two weeks) if 4MN believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for makegood consistent with these Terms.
b. In the event that actual Deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any Ads (placement or creative unit), Buyer and 4MN will make an effort to agree upon the conditions of a makegood flight either in the IO or at the time of the shortfall. If no makegood can be agreed upon, Buyer may execute a credit equal to the value of the under delivered portion of the contract IO for which it was charged. In the event that Agency or Advertiser has made a cash prepayment to 4MN, specifically for the campaign IO for which under-delivery applies, then if Agency and/or Advertiser is reasonably current on all amounts owed to 4MN under any other agreement for such Advertiser, Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event shall 4MN provide a makegood or extend any Ad beyond the period set forth in the IO without prior written consent of Agency.
8. FORCE MAJEURE
a. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that 4MN suffers such a delay or default, 4MN shall make reasonable efforts within five business days to recommend a substitute transmission for the Ads or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to the Buyer, 4MN shall allow Buyer a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase.
b. If Agency's ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency's reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency shall make every reasonable effort to make payments on a timely basis to 4MN, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid without such condition.
c. To the extent that a force majeure has continued for 5 business days, 4MN or Agency has the right to cancel the remainder of the IO without penalty.
9. ADVERTISEMENT: ONLINE MATERIALS
a. It is Advertiser's or Agency's (when applicable) obligation to submit Advertising Materials in accordance with 4MN's then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with 4MN's public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Website(s) on which the Ads are to appear), other advertising policies, and material due dates) (collectively "Policies") in accordance with Section 2.1.c. 4MN's sole remedy for a breach of this provision is set forth in paragraphs (b and c) below, Section 6.(c), and Section 10.(b and, c when applicable). If Advertising Materials are late, Advertiser or Agency if applicable is still responsible for the media purchased pursuant to IO.
b. 4MN reserves the right within its discretion to reject or remove from its Website(s) any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in 4MN�s sole reasonable judgment, do not comply with any applicable law including privacy and intellectual property law, local and international advertising regulations or other judicial or administrative orders. In addition, 4MN reserves the right within its discretion to reject or remove from its Website any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon 4MN or any of its Affiliates. In this case, 4MN will make commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency or Advertiser.
c. If Advertising Materials provided by Buyer are damaged, not to 4MN's specifications, or otherwise unacceptable, 4MN will use commercially reasonable efforts to notify the Buyer within two business days of its receipt of such Advertising Materials.
d. 4MN will not edit or modify the submitted Ads in any way, including, but without limitation, resizing the Ad, without Buyer's approval. 4MN shall use all such Ads in strict compliance with these Terms and any written instructions provided by Agency.
e. Agency and Advertiser will not use the 4MN's trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms or an IO without 4MN's prior written approval.
a. Advertiser agrees to defend, indemnify and hold harmless 4MN, its Affiliates and their respective directors, officers, employees and agents from any and all losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser's breach of Section 12, violation of Policies (to the extent the applicable terms of such Policies have been provided to Agency at least ten days prior to the violation giving rise to the claim), or the content or subject matter of any Ad or Advertising Materials to the extent used by 4MN in accordance with these Terms and Conditions or an IO, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.
b. Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and each IO. Agency agrees to defend, indemnify and hold harmless 4MN its Affiliates and their respective directors, officers, employees and agents from any and all losses incurred as a result of Agency's alleged breach of the foregoing sentence.
11. LIMITATION OF LIABILITY
Excluding the Advertiser's and Agency's obligations under Section 10 or damages that result from a breach of Section 12 or intentional misconduct by the Advertiser or the Agency in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.
12. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
a. Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
b. For purposes of this Section, Agency and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party ("Recipient"); (iii) was rightfully in Recipient�s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party ("Discloser"); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under these Terms; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
e. At any time, Agency, Advertiser and 4MN will comply with, all applicable local and international law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under these Terms.
a. 4MN represents and warrants that 4MN has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to the conditions of these Terms, including any applicable Policies. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in their Ads and Advertising Materials.
b. Neither Agency nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without 4MN's prior written approval will be null and void. All terms and provisions of these Terms and each IO will be binding upon and inure to the benefit of 4MN and the Buyer hereto and their respective permitted transferees, successors and assigns.
c. These Terms and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
d. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO shall prevail. All IOs shall be governed by the laws of Germany, 4MN and Agency (on behalf of itself and not Advertiser) agree that any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely in German courts, and the parties consent to the jurisdiction of such courts. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
e. All notices to 4MN and Agency shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO.
f. Sections 4, 7, 10, 11, 12 and 13 shall survive termination or expiration of this Agreement and Section 5 shall survive for 30 days after the termination or expiration of these Terms. In addition, each party shall return or destroy the other party's Confidential Information and remove Advertising Materials and Ad Tags.
Last updated in August 2014
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