1. Agreement and Entirety
These Terms and Conditions, along with the associated Insertion Order (IO), form the complete agreement between the Advertiser and Yureka. They supersede all prior communications and proposals. These Terms override any of the Advertiser's general terms, irrespective of their submission time. The provision of services by Yureka does not imply acceptance of any terms from the Advertiser. Modifications to these Terms apply only to the IO where they are incorporated. In cases where the IO is entered by the Advertiser’s agency, references to "Advertiser" include the agency.
2. Advertisement Publication
a. Advertiser Materials: The Advertiser is responsible for providing Yureka with the advertising content and necessary materials in line with Yureka’s criteria. Yureka holds no liability for delays or failures due to the Advertiser’s non-compliance. b. Approval and Rejection: Yureka reserves the right to approve, reject, or cancel any advertisement at any time. Post-finalization, no modifications will be made by Yureka to the advertisements. c. Under-delivery and Over-delivery: Yureka will monitor and communicate any probable under-delivery of advertisements. In such cases, the IO may be revised. Yureka may also provide additional ad units as bonuses without additional charges. d. Proof of Performance: Yureka will furnish a performance report to the Advertiser, which includes images and/or video footage of the advertisement displays.
3. Cancellation and Termination
Advertisers may cancel the IO or any part of it with a 60-day prior written notice, unless specified as non-cancelable in the IO.
4. Rights and Licenses
a. The Advertiser grants Yureka the right to display, transmit, and distribute the advertisements, including any underlying third-party rights. b. Yureka grants the Advertiser access to performance data (Ad Metrics) for internal use, with all goodwill benefiting Yureka. c. The Advertiser retains rights to its materials, while Yureka holds rights to its intellectual property, including software, technology, and Ad Metrics.
5. Payment Terms
a. Yureka will invoice the Advertiser monthly, based on the actual delivery or as specified in the IO. b. Advertiser is responsible for all taxes except for those on Yureka’s income. c. The Advertiser and its agency are jointly responsible for timely payments. d. Late payments may incur interest and cover collection expenses.
6. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information shared during the agreement period and to use it solely within the scope of this Agreement.
7. Disclaimer of Warranties
Yureka disclaims warranties beyond what is expressly stated in these Terms, including guarantees of uninterrupted ad placement or specific performance metrics.
8. Indemnification
Each party agrees to indemnify the other against any claims arising from breaches of the Agreement, provision of services or products, failure to comply with laws, or from any negligent or fraudulent acts.
9. Limitation of Liability
Neither party is liable for indirect damages arising from this Agreement. Liability is limited to the net amount paid to Yureka under this Agreement, except for indemnification obligations.
10. Feedback
Yureka owns all rights to feedback provided by the Advertiser, except for rights related to the Advertiser's materials.
11. Miscellaneous
a. The relationship between Yureka and the Advertiser is that of independent contractors.
b. The Agreement is governed by the laws of Dubai, UAE.
c. Notices must be in writing and will be deemed given upon receipt.
d. The Agreement may not be assigned by the Advertiser without Yureka’s consent. e. No third-party beneficiaries are created through this Agreement. f. Neither party is liable for performance delays due to force majeure. g. Headings are for convenience and do not affect interpretation. h. Amendments or waivers require written consent from both parties. i. Severability: Invalid provisions do not affect the remainder of the Agreement. j. The Agreement may be executed in counterparts and is valid upon electronic signatures.