Epom Server Terms and Conditions

BY SIGNING UP OR SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING TO BE LEGALLY RESPONSIBLE FOR ADHERING THESE TERMS AND CONDITIONS

This Services Agreement is entered into as the Effective Date by and between EPOM, Address: Epom Ltd, Nancy Whiticker House, 7 Old Street, Roseau, Commonwealth of Dominica and [COMPANY NAME AND ADDRESS] (the "Client").

These Epom Server Terms and Conditions (the « T&Cs ») define the conditions under which Epom Ltd (Epom), a limited liability company, with its registered office located at Nancy Whiticker House, 7 Old Street, Roseau, Commonwealth of Dominica, which provides hosted ad serving solutions to publisher (the "Client") and has developed a proprietary ad serving application (the "Software") and offers training, maintenance and technical support (the "Support"). The T&Cs constitute an agreement (the "Agreement") between Epom and Client.

DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to such terms as set forth below:

"Account Data" has the meaning assigned to such term in Section 4(d)(ii).

"Ad Server Tag" means the unique code assigned by Epom to be inserted in a Client's web page which calls upon Epom Software to place an advertisement in Ad Space.

"Advertiser" means each entity with which Client contracts with for the placement of such entity's Advertisements with a Publisher.

"Affiliate" means any corporation or other business entity or concern in which at least 51% ownership interest or control, either directly or indirectly, is held.

"Effective Date" means the latest signature date of this Agreement or the date of Client's online application approval by Epom.

"Epom Servers" means the computer hardware servers owned or controlled by Epom on which Epom hosts the Software, including their related software, database or internet servers, firewalls and networks necessary for Client to access and use the Software over the internet as contemplated by this Agreement.

"Channel" means each of the subject specific categories that the advertisements are grouped into when presented by each Publisher to end users.

"Confidential Information" means (i) with respect to Client: any and all Account Data or (ii) with respect to Epom: (a) all information relating to Epom's Servers or access thereto, (b) the Software, (c) any information regarding the content, purpose, design or function of the Software, (d) any know-how, technical data or other information, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, developments, inventions, processes, marketing or finances that is disclosed to Client by Epom or (iii) with respect to either Party hereto, any and all other information disclosed by either Party to the other which is marked "confidential" or "proprietary". The Parties understand, however, that Confidential Information shall not include any information that either Party can establish by written record (x) is already public knowledge without breach of confidentiality restriction, or (y) was known to such Party prior to its negotiations with the other Party, or (z) that is hereafter rightfully furnished to a Party by a third party without restrictions on disclosure and without breach of confidentiality restriction.

"Documentation" means the on-line help files or written instruction manuals regarding the use of the Software generally made available by Epom to Client.

"Publisher" means each entity with which Client has contracted with for the sale of such entities available advertising space. The term may refer to Client in case of Client owns or controls respective advertising spaces.

"Software" means the applications hosted on Epom's Servers, java script tools and other applications originating from Epom Servers, their accompanying Documentation, if any, and any upgrades thereto as may be implemented by Epom during the term of this Agreement.

"Support" means the training, maintenance and technical support activities related to access to and use of the Software to be provided during the term of this Agreement as described in Exhibit B and C.

"Users" means the aggregate number of Client's, or its Affiliate's, employees, or consultants that have entered into a confidentiality agreement set forth in Section 9(a) who are authorized to access, via Epom's Servers, and use the Software as set forth in this Agreement.

"Ad Space" means areas on Publisher web pages in which Advertisements will be served by Epom.

"Advertisement" is defined as an image or creative or Java Script tag or Third party ad server tag or html and its contents which are served on the Publisher's Ad Space.

"Impression" is defined as occurring each time an Advertisement appears on the Publisher's Ad Space resulting from a user accessing, visiting or interacting with such Publisher's web site or the Software.

1. GENERAL.

Client desires to obtain (i) the right to access and use the Software and (ii) such Support subject to the terms and conditions set forth herein and Epom desires to provide such Software and Support on such terms.

NOW, THEREFORE, for good and valuable consideration as further set forth herein, Epom and Client (each a "Party" and collectively the "Parties") agree as follows:

The T&Cs constitute an agreement between Epom and Client. Other contracts and terms, which are not agreed with Epom in writing, are excluded.

Use of the Epom Software by Client is a sufficient acknowledgment that Client has read, agreed and understood the T&Cs.

Epom has the right to amend the T&Cs from time to time at its sole discretion. Client will be notified of such change via email, change notice or posting on Epom web site. The continued use of the Service by Client shall mean the acceptance of such change.

2. SOFTWARE IMPLEMENTATION AND ACCEPTANCE.

The Software shall be implemented by Epom and accepted by Client as set forth below:

3. SUPPORT.

Epom will offer Support with respect to access to and use of the Software via Epom's Servers in accordance with the terms set forth on Exhibit B.

4. GRANT OF RIGHTS.

5. CLIENT RESPONSIBILITIES.

6. PAYMENT OBLIGATIONS.

7. MARKETING.

Client agrees that Epom may use Client's name in Epom's press releases, product brochures and other marketing materials, financial reports and prospectuses, indicating that Client is a user of the Software and a customer of Epom. Epom may use Client's name or logo and may include quotes or statements made by Client regarding its use of the Software in any of the materials set forth in this Section 7 with the prior written consent of Client, such consent not to be unreasonably withheld or delayed.

8. TERM, TERMINATION AND SURVIVAL.

9. CONFIDENTIAL INFORMATION.

10. REPRESENTATIONS AND WARRANTIES.

11. INDEMNIFICATION.

12. LIMITATION OF LIABILITY.

IN NO EVENT WILL EPOM'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE SUM OF THE FEES ACTUALLY PAID BY CLIENT TO EPOM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO EITHER PARTY LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOSS OF DATA, LOST PROFITS, COST OF COVER, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM ACCESS TO OR USE OF THE SOFTWARE OR ANY ACCOMPANYING MATERIALS, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ON ANY OTHER THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL NOT APPLY TO ANY BREACH BY CLIENT OF THE LICENSE RESTRICTIONS OR TO EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11. THE PARTIES AGREE THAT THIS SECTION 12 REPRESENTS A REASONABLE ALLOCATION OF RISK.

13. WARRANTY EXCLUSIONS.

EXCEPT AS SET FORTH IN SECTION 10(a) ABOVE, (I) EPOM DOES NOT WARRANT THAT EPOM'S SERVERS, ACCESS TO OR USE OF THE SOFTWARE OR THE SUPPORT PROVIDED WILL MEET CLIENT'S REQUIREMENTS OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, (II) EPOM'S SERVERS, ACCESS TO AND USE OF THE SOFTWARE, THE SUPPORT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" AND (III) EPOM MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO EPOM'S SERVERS, ACCESS TO OR USE OF THE SOFTWARE OR SUPPORT OR ANY ACCOMPANYING MATERIALS PROVIDED AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE.

14. MISCELLANEOUS.

15. INAPPROPRIATE USE.

Exhibit A

PLANS DESCRIPTION AND PRICING AGREEMENT

 

Basic

Standard

Advanced

Enterprise

Display impressions included, per month
(Overage fee)

5 000 000
($0.1 CPM)

30 000 000
($0.08 CPM)

100 000 000
($0.06 CPM)

>100 000 000

Video impressions included, per month
(Overage fee)

250 000
($1 CPM)

2 000 000
($0.8 CPM)

7 000 000
($0.5 CPM)

>7 000 000

Mobile impressions included, per month
(Overage fee)

1 500 000
($0.2 CPM)

10 000 000
($0.18 CPM)

50 000 000
($0.15 CPM)

>50 000 00

Traffic amount included, Gb
(Overage fee)

2500
($0.02 per GB)

10000
($0.018 per GB)

25000
($0.015 per GB)

Custom

Rich-media Units

3

7

12

20

Analytics

General

General

General

General

Manager availability

Email

Skype

Skype

Skype

Monthly fee

$250

$1000

$2500

Custom

Special offers

6 months package
for $900


Detailed plans description

Basic

Standard

Advanced

Enterprise — Custom


Further details of Enterprise plans to be discussed between Epom and Client and agreed in writing in a separate pricing agreement.

Advanced and Enterprise clients may choose to opt for our Premium Account upgrade to benefit from our White Label functionality, Premium analytics, priority support with up to 2 tutorial WebEx sessions per month.

Display impressions include standard, non-standard ad units and email ads impressions.

Mobile impressions include both mobile web and application ads impressions.

Traffic is an actual data volume used for the delivery of advertising materials. E.g. the traffic for 1000 impressions of a banner of 30 KB size is 29.3 MB

The following rich media units are included:

Basic

Standard

Includes basic formats and those listed below

Advanced

Includes basic and standard formats and those listed below

Enterprise

Includes basic, standard and advanced formats and those listed below

Exhibit B

SERVICE LEVEL AGREEMENT

Exhibit C

SETUP AND TRAINING

Epom will provide the following services to the Client:

The Software will be available to the Client for the delivery of Ads.

The Client will be solely responsible for soliciting all Advertisers and handling all Advertiser inquiries of any type or nature.

Client may purchase further training sessions at an additional cost. Company will pay Travel and Expenses for on-site training sessions requested.


Download PDF Version of Terms and Conditions