(a) failure to pay for the Services;
(c) failure to perform the Services due to lack of Campaign Details, information or inaccurate information provided by the Client;
(d) software or technology malfunction of ContentdB or the CDN or the Publisher Website;
(e) maintenance and up-gradation of ContentdB or CDN or the Publishers Website and any additional software used by Zirca;
(f) failure or delay due to reasons beyond the control of Zirca or attributable to the third-parties for managing the Campaign; and
(g) occurrence of a Force Majeure Event.
a. BILLING AND PAYMENT METHOD. When the Client supplies Zirca with a method of payment such as a credit card, charge card, or bank account (“Payment Method”) in connection with the Performance of Service, the Client is said to participate in the “Payment Method Program” and the Client authorizes Zirca to bill its Payment Method pursuant to these Payment Method Program Terms for any and all charges and fees the Client incurs in connection with that Service, including recurring payments. The types of Payment Methods that Zirca accepts and the timing of the billing of the charges and fees may vary according to the Service; however, Zirca does not knowingly accept debit cards and the Client should not provide a debit card as a form of payment. The terms of Payment Method are determined by an agreement(s) between the Client and its financial institution.
b. AUTHORIZATION. The Client agrees to keep its Payment Method information on file with Zirca, current (such as its address, card or account number, and expiration date, if any), and the Client also authorizes Zirca to update its Payment Method information with data Zirca obtains from the Client’s financial institution, the issuer of the Client’s credit card or charge card, or from MasterCard or Visa. The Client authorizes Zirca to retain the Client’s Payment Method information until such time as the Client explicitly revokes this authorization in accordance with procedures prescribed by Zirca. Any revocation by the Client of this authorization will become effective: (a) if the Client’s Payment Method is a credit or charge card, when all charges and fees associated with the Client’s use of the Service have been fully satisfied, as determined by Zirca; or (b) if the Client’s Payment Method is a bank account, after three (3) business days. The Client’s revocation of this authorization will have no effect on its liability for charges and fees that it have incurred in connection with its use of a Service prior to such revocation.
d. TYPES OF PAYMENT PLANS. “Monthly Payment Plan”: Under the Monthly Payment Plan, the Client preauthorizes Zirca to periodically bill the Client’s Payment Method on a recurring basis for the amount the Client specifies. The Client’s Payment Method will automatically be billed with the preauthorized amount whenever its account has fewer than approximately the prior three (3) days’ worth of charges remaining, as determined by Zirca. The preauthorized amount then will be credited to the Client’s account and, after any debit balance that the Client may have incurred for charges in excess of the amount the Client have preauthorized is first deducted, the balance will be available to pay for future charges and fees; thus, while the amount charged to the Client’s Payment Method will remain the same throughout the term of its participation in the Monthly Payment Plan, the amount actually available in the Client’s account to pay for future charges and fees will vary depending upon the charges and fees it have incurred.
e. Taxation: The Client shall alone be responsible for the payment of all applicable taxes levied in any manner by any competent authority on all the payments made by either of them to Zirca and / or to the Publishers to avail of the Services provided by Zirca in terms hereof.
f. Notwithstanding the foregoing but without derogating therefrom, in the case of a Self- Served Campaign, certain CDNs (such as Outbrain, and Revcontent, or those CDNs, which require the payment to be made to them directly), the Client shall upload its credit card / payment details directly on the websites of such CDNs and the Client will be charged based on the internal payment policies of these CDNs. In all other cases (for example: Yahoo, Taboola and Colombia), the Client shall be required to make payment to Zirca in any of the foregoing methods as set out in 3.2 above, either on a monthly basis or on a campaign basis, as the case may be.
g. Without derogating from the above for all Self Served Campaigns :
(i) When an Advertiser/Agency directly pays for the campaign to the CDN’s and ContentdB retrieves this information from the CDN through its API, ContentdB will bill the Advertiser a percentage of all the Campaign spends on the CDN’s, as its fees.
(ii) Where an Advertiser pays directly for the Campaign to the CDN’s but the information about such Campaign spends is not retrieved by ContentdB, the Advertiser shall have the option to upload an excel file containing the Campaign spends on ContentdB to analyse the performance of the Campaign. In such event, ContentdB shall charge a percentage of the Campaign spends as its fee.
(iii) Where an Advertiser manages its Campaign on a particular CDN through ContentdB, ContentdB will bill the Advertiser for the Campaign purchased on a CDN, a percentage of all the Campaign spends on such CDNs, as its fee.
(iv) Where the Advertiser/Client uses ContentdB only to view the performance of the Campaign by uploading Campaign Data on ContentdB manually or through the API, ContentdB will charge a percentage of the Campaign spends/flat fee.
h. For all Managed Service Campaigns, ContentdB shall purchase media/inventory on behalf of the Advertisers/Agencies on various CDN’s to optimize the Campaign, and the Advertiser / Agencies / Client will be charged as agreed in the Insertion Order (IO) at the end of a Campaign or the end of a month, whichever is earlier, and which shall be based on Cost Per Click or Cost Per Lead.
(a) disclosure is required by law or by any regulatory or governmental authority having applicable jurisdiction (provided that the Client shall first inform Zirca of its intention (in writing) to disclose such information and take into account the reasonable comments of Zirca in relation to the timing, form and content of such disclosure);
(b) disclosure is of Confidential Information which was lawfully in the possession of the Client (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held;
(c) disclosure is of Confidential Information, which is generated/developed independently by the Client without breach of these Confidentiality obligations;
(d) disclosure is of Confidential Information which has previously become publicly available other than through Client’s fault; or
(b) The use of ContentdB does not confer on the Client\ or any other party, any license or other rights under the intellectual property or other proprietary rights of Zirca, the Publishers, and/or any other third-party, whether implied or otherwise.
(c) The Client must not use any part of the content of ContentdB for commercial or other purposes.
(d) Zirca shall not be held liable for any claims relating to infringement of any intellectual property rights, or for any violation of law in relation the Campaign.
(d) No bankruptcy or insolvency order has been made in the name of the Client. No liquidator, provisional liquidator, receiver or administrative receiver has been appointed for the Client and no proceedings have been filed against the Client under which such a person might be appointed.
(a) The use of ContentdB and the Services sought by the Client are for lawful purposes only.
(c) The information provided by the Client as part of the Campaign Details is valid, true, correct, accurate, not misleading, offensive, derogatory and not in violation of any inter alia third-party agreements, laws, charter documents, judgments, orders and decrees.
(e) The Content displayed by the Client as part of the Campaign conforms to applicable law and does not violate or infringe any rights, or any intellectual property rights of any third party, nor is the Content harmful, abusive, incites racial or communal violence or hatred, racist, obscene, or in any manner against any applicable law, rule and / or regulation.
(f) The Client shall not access or use or assist any other person to access or use ContentdB or the Services provided by Zirca for the following purposes:
(i) any unauthorised use, including but not limited to any usage of the information / data provided on the Dashboard and on ContentdB, which is not in conformity with the rights granted with respect to the same, may violate third-party intellectual property rights as well as the laws of privacy.
(ii) transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice.
(iii) breaching any applicable laws.
(iv) using or attempting to use any engine, software, tool, agent or other device or mechanism (including but not limited to browsers, spiders, robots, avatars or intelligent agents) to manipulate ContentdB or reverse engineer it by copying, modifying, decompiling or disassembling.
(v) gaining or attempting to gain unauthorised access to any part or feature of ContentdB or any other systems or networks connected to ContentdB or to any server, computer, network, by hacking or any other illegitimate means.
(vi) Any act or omission that shall constitute an offence or abetment of an offence under applicable law, including but not limited to the Information Technology Act 2000, or the Indian Penal Code 1860.
Last updated Date: 17th July 2018