- Representation, Warranties and Covenants
- The Advertiser’s Representations, Warranties and Covenants
- No Exclusivity
- Remedy at Law
- Legal Fees
- Limitation of Liability
- Independent Contractors
- Rejection of Advertising
- Cancellation by the Advertiser
- Advertising Delivery
- Traffic Reports
- Billing & Collections
- Refund Policy
- Amendment, Waiver
- Governing Law
- Governing Law
- Governing Law
Shine Dragon Group Limited Advertisers’ Terms and Conditions
Please read these Terms and Conditions ("Agreement", "Terms and Conditions") attentively before starting to use www.linkforyoud.com ("the Site") managed by Shine Dragon Group Limited ("Company", "us", "we", or "our"). This Agreement defines the mandatory and binding Terms and Conditions for your usage of the Site at www.linkforyoud.com
By using the Site in any fashion, including, but not limited to, visiting or browsing the Site or submitting content or any other materials to the Site, you accept to be bound by these Terms and Conditions. Capitalized terms are explained in this Agreement.
Our company Shine Dragon Group Limited is an ad network providing advertising and marketing consulting services, performing media market analysis, and purchasing advertising space.
You (hereinafter referred to as "The Advertiser") is a natural person or legal entity named as the advertiser in the associated "Advertising Placement Insertion Order(s)", hereinafter collectively referred to as the "Parties" and each individually as the "Party". The Parties have entered into this Agreement as follows:
These Terms and Conditions for Advertisers, comined with any associated Advertising Placement Insertion Order(s), collectively "Agreement", determine the guidelines of advertisements submitted to the Company, which places them on Publishers’ websites via its own Internet platform.
The following terms shall have the following meanings provided below.
- "Advertiser" refers to the natural person or legal entity identified as the advertiser in the associated Advertising Placement Insertion Order(s).
- "Advertising Placement Insertion Order" is a written authorization to disseminate an advertisement or to distribute a commercial. It is a purchase order that the Advertiser issues for the Company.
- "Advertising" means text-based, graphical, interactive, rich media, video, or other online advertisements, encompassing banners, buttons, pop-ups, pop-unders and video advertisements without any restriction.
- "Publisher" refers to each and every owner of websites, which place advertisings via the Company’s platform.
- Representation, Warranties and Covenants.
- Mutual Representations, Warranties and Covenants.
Each party hereto represents, warrants and covenants to the other party that:
- The fulfillment of this Agreement by such party and the performance by such party of its mandatory obligations and duties to the extent set forth hereunder do not and will not violate any agreement to which it is a party or by which it is otherwise bound.
- When performed by such party, this Agreement will serve as the legal and binding obligation of such party, enforcible against such party in accordance with its representations, warranties, terms and conditions.
- The Advertiser’s Representations, Warranties and Covenants.
- The Advertiser has and will have all necessary rights for its Advertising to be delivered to Publisher Websites via the Company’s networking platform.
- No claim has been made that The Advertiser does or may not have any right related to the Advertising.
- No Advertising placed by the Advertiser will:
(i) contravene the intellectual property rights, rights of privacy or any other rights whatsoever of any third party;
(ii) be false, deceptive, misleading, unethical, unlawful, defamatory, libelous, threatening, harassing, hateful or discriminating;
(iii) launch auto-install executable pop-ups, ActiveX, hidden browser windows, prompted executable or other questionable media content;
(iv) cause disruption to any computer, computer system, network and shall be free from malware or malicious code.
Advertisements placed by the Advertiser will:
(v) conform to all relevant laws and regulations of Hong Kong;
(vi) Where an advertisement includes a competition, prize draw or similar promotion, comply with, and the competition, prize draw or promotion shall be conducted by the Advertiser, in accordance to all applicable laws and regulations, and the Advertiser must be answerable for the provision of all prizes.
- Advertisers and advertising representatives are fully answerable for content of the advertisement. Upon ordering advertisement the Advertiser consents to reimburse and compensate the Company for any court costs incurred in the event of a lawsuit that may result due to the content of the Advertiser’s advertisements.
- Mutual Representations, Warranties and Covenants.
- No Exclusivity.
The Advertiser consents that the Company is not limited in representation of any other advertisers.
- Remedy at Law.
In the event of any dispute stemming from or relating to this Agreement, the Advertiser’s sole remedy shall be an action for damages at law.
- Legal Fees.
If any action at law or in equity is needed to enforce or clarify the terms of this Agreement, the Company is to be entitled to reasonable attorney’s fees, costs and expenses, along with any other relief to which it may be entitled.
For any disputes or discrepancies you may have with Shine Dragon Group Limited, you agree to first contact us and try to settle the dispute with us non-formally. Any arguments or disputes stemming from or relating to this Agreement shall be resolved by binding arbitration administered according to the then-current Arbitration Rules of the Hong Kong International Arbitration Centre. The parties shall select a mutually acceptable arbitrator with knowledge of issues related to the subject matter of this Agreement. If the parties cannot consent to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside together over the matter. The arbitrator shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by them.
All documents, materials, and data in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copy no later than thirty days after the notice of arbitration is served.
The arbitrator(s) shall not have the authority to alter any stipulation of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue binding orders and restraint orders with respect to the arbitration. The decision made by the arbitrator(s) shall be final and mandatory for the parties, and judgment may be entered in compliance with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the course of any arbitration proceeding, the parties shall continue to fulfill their respective obligations in accordance to this Agreement.
The Advertiser shall indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, assigns and successors ("the Company Parties") against any liability, damage, loss or expense ("Losses") caused by or imposed upon the Company Parties regarding any third-party claim, suit, action, demand or judgment ("Claims"). The Advertiser will not enter into any settlement or compromise of any such claim, without the Company’s prior explicit written consent. The Advertiser agrees to reimburse swiftly the Company for any amounts, costs or expenses (including reasonable attorney’s fees and expenses, settlement costs and disbursements) incurred by the Company in connection therewith.
- Limitation of Liability.
The Company shall not be liable for:
(i) any lags, stoppages, delays, and postponement in the delivery of any Advertising placement;
(ii) consequential damages of any kind whatsoever;
(iii) anything affecting the production of an Advertising placement in the event of a force majeure, network problems, action by any government body, electronic malfunction or any other condition beyond the control of the Company.
No party will be liable for failure to perform or delay in fulfilling any obligation (other than the payment of money) under this Agreement if such failure or delay is due to earthquake, flood, fire, war, strike, riot, insurrection, embargo, blockade, governmental action, legal prohibition, damage, destruction or any other similar cause beyond the control of such party.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INDICENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING OR STEMMING FROM (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE SERVICE, (III) UNAPPROVED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (V) ANY OTHER MATTER RELATED TO THE SERVICE.
In some jurisdictions, it is not permitted to limit liability and therefore such limitations may not be applicable to you.
Merchant will not sell, purchase, provide, exchange or in any other manner disclose Account or Transaction data, or personal information of or about a Cardholder to anyone, except, it’s Acquirer, Visa/Mastercard Corporations or in response to valid government requests and demands.
Each party ("Receiving Party") comprehends that the other party ("Disclosing Party") may reveal information of a confidential nature including, without restriction, product information, data, pricing, financial information, end-user data, software, specifications, R&D and proprietary algorithms or other materials that is (a) clearly and distinctly identified as "confidential" or with a similar designation; or (b) is disclosed in a way in which the Disclosing Party adequately communicated, or the Receiving Party should reasonably have realized under the circumstances that the disclosure should be handled as confidential, whether or not the specific designation "confidential" or any similar designation is utilized ("Confidential Information").
The Receiving Party consents, for itself and its agents and employees, that it will not publish, disclose or otherwise make known or use for its own goals any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written and explicit approval of the Disclosing Party in each instance.
The Parties agree that if disclosure is made to their professional consultants, auditors or bankers, this shall be done subject to each party dealing with each such recipient’s agreement to keep such information confidential to the identical extent as if such recipient were party to this agreement.
If any provision of this Agreement is held to be illegal, unenforceable or invalid for any reason, the Parties consent that the remainder of this Agreement is not to be affected by this and there shall be supplemented as a part hereof, a substitute provision as similar in content to the illegal, invalid or unenforceable term or provision as may be possible.
- Independent Contractors.
It is the intention of the Company and the Advertiser that the Company and the Advertiser are, and will be considered to be, self-determining contractors with respect to the topic of this Agreement. Nothing covered by this Agreement shall be interpreted to constitute a partnership or joint venture or any other fiduciary relation.
- Rejection of Advertising.
The Company has the right to dismiss, omit or block any advertisement for any reason at any moment without any liability whatsoever, with or without notice to the Advertiser.
- Cancellation by the Advertiser.
Terminations must be made together with a notification in writing five (5) business days before the Order’s Start Date. The Advertiser is to be fully liable for the cost of placements that ordered and not cancelled later than five (5) business days before the order is scheduled. If the placement is ordered and the Advertiser fails to deliver the Advertising, the Advertiser shall be liable for the cost of such placement, even if such Advertising is not placed actually. All unused funds will be returned within 10 business days. Live campaigns should be cancelled with a notice written two (2) business days beforehand.
The Advertiser accepts that all frequency and/or volume discounts depend on the Advertiser’s fulfillment of the schedule defined in the Advertising Placement Insertion Order. If this schedule is not kept or cancelled, the Advertiser pays the standard price per actual impressions, clicks, etc. activity).
- Advertising Delivery.
Given level of circulation, distribution, reach or readership for any advertisement is not guaranteed by the Company.
- Traffic Reports.
The Company reports traffic to the Advertiser in a way and on a schedule defined by the Company unless otherwise requested in writing by the Advertiser and approved in writing by the Company. Payments to the Company shall be due and payable at the rate and full amount provided for herein, based upon the measurement criteria as reported to the Advertiser by the Company.
- Billing & Collections.
Payments to the Company must be performed fully before any advertising launch. Invoices may be submitted on the Start Date of the contract period set forth in the Order.
- Refund Policy.
None of the parties may assign this Agreement, wholly of partially, without the other party’s prior written explicit consent, except that either party may assign this Agreement without consent of the other in the case of a acquisition, merger, consolidation, reorganization or sale of its assets. Without restricting the aforementioned, this Agreement will inure to the benefit of and bind the parties’ corresponding successors and permitted assigns.
- Amendment, Waiver.
No modification or waiver of any stipulation of this Agreement will be effective unless in writing and signed by both parties. The waiver by any party of any breach or default will not serve as a waiver of any different or subsequent breach or default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.
All notices, requests, consents, and other communications under this Agreement should be given in writing and shall be deemed given when delivered through:
(i) certified mail, return receipt requested, all charges prepaid;
(ii) FedEx, UPS One-Day Service, or other similar courier entity, with proof of sending;
(iii) hand delivery, with acknowledgement of receipt.
- Governing Law.
You agree that these Terms and Conditions and any dispute or argument stemming from your usage of this web site or our products or services shall be governed by and construed in accordance with local laws where the headquarters of the owner of this web site is located, without regard to its conflict of law provisions. By registering or using this web site and service you agree and submit to the exclusive jurisdiction and venue of the county or city where the headquarters of the owner of this web site is situated.
- Entire Agreement.
This Agreement, together with the Insertion Order represents the entire agreement between the parties with respect to the subject matter hereof and will supersede all prior contracts, agreements, and communications of the parties, verbal or written. Except in the case of fraud, no party shall have any right of action against any party to this Agreement stemming from or in connection with any pre-contractual statement. For the purposes of this clause "pre-contractual statement" means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, related to the subject matter of this Agreement made at any time prior to the date of this Agreement.
- Miscellaneous Provisions
(i) If these Terms and Conditions differ from any law under which any provision may be held invalid by a court with jurisdiction over the parties, such a provision will be interpreted to follow the initial intentions of the parties in conformity with applicable law, and the remainder of this Terms and Conditions will remain valid and intact;
(ii) The failure of either party to assert any right under these Terms and Conditions shall not be considered to be a waiver of any that party’s right and that right will remain in full force and effect;
(iii) You agree that without respect to any statue or contrary law that any claim or cause arising out of this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be forever barred; (iv) We may assign our rights and obligations under these Terms and Conditions and we shall be relieved of any further obligations.
This Agreement is intended by the parties hereto as a complete and final expression of their agreement and comprehension regarding the subject matter hereof. This Agreement may not be altered or modified, or any covenant or provision hereof waived, except by an agreement in writing.