Terms and Conditions/Retailers
By accepting these terms and conditions, the retailer effectively goes into an agreement with Ritelo Retail Media as operated by any of ArabyADs Holding Limited subsidiaries in UAE, KSA, Egypt, or any other jurisdiction ArabyAds deems appropriate to be the party of this agreement and stipulated in the signed Statement of Work (SOW).
WHEREAS,
A. Arabyads is recognized as a leader in online advertising, marketing, and e-commerce fields with the technologies and the developed platforms enabling Arabyads to have expertise in E-commerce Marketing.
B. The Ritelo Network and Website is an online retail media advertising network that helps retailers to monetize their websites by allowing their ad placements to be managed by Ritelo.
C. All services rendered under these T&Cs and described in any Annex or Statement of Work issued by Arabyads and any of its Retailers are governed by the terms and conditions of this Agreement as of the Effective Date of this Agreement except as otherwise agreed by the Parties in connection with any Statement of Work or Insertion Order or Annex to these T&Cs.
NOW, THEREFORE, the Parties agree as follows:
1. STATEMENT OF WORK & SERVICES (“SOW”)
1.1. Implementation: When setting up the Ritelo Service to enable effective delivery, display, tracking, and reporting of Product Ads in aggregation with the Retailer’s Site, the Retailer will strictly adhere to the technical requirements and specifications provided by Ritelo. Without prior written consent from ArabyAds, the Retailer shall not alter the API, code, or any programming instructions provided by Ritelo.
1.2. Provision of Purchased Services: ArabyAds will make the Ritelo Services available to the Retailer pursuant to the terms and conditions of this Agreement.
1.3. Catalog: Product catalog and other retailer content should be provided by the retailer to Ritelo for use in product advertisements, which may be updated from time to time by Parties.
1.4. Product Placement: Ritelo ensures that every ad placement complies with IAB standards and the retailer brand guidelines. Should there be any material change to either party’s brand or placement guidelines, the same shall be communicated to the other party.
1.5. Product Ad Display: Retailer recognizes and accepts that Ritelo distributes Product Ads throughout the Ritelo Network, that its advertisers have complete discretion over which websites Product Ads will be displayed on the Ritelo Network, and that Ritelo has complete discretion over how frequently Product Ads will be displayed on the Retailer Sites(s) (based on the Ritelo Technology). The Ritelo Technology may undergo changes, which Ritelo reserves the right to do.
1.6. Measurements and Performance Report: Through its servers, Ritelo counts the impressions, clicks, and/or other metrics needed to determine the fees and remittances required by the Agreement. The retailer agrees that Ritelo’s measurements are conclusive and shall take precedence over any other measures, barring obvious errors. The retailer shall be fully responsible for any modifications made and shall bear all costs associated with such modifications. Additionally, the Retailer is exclusively in charge of managing the use and storage of its unique ID and password, and it is required to promptly notify Ritelo in writing of any loss or unintentional exposure of either.
2. RATES, FEES, AND EXPENSES
2.1 .RATES, FEES, AND EXPENSES- stipulated in SOW
3. CONFIDENTIALITY
3.1. Arabyads shall treat all technical, Catalog, commercial, and/or other information, data, documents, results, etc. received from Retailer or otherwise obtained in connection with the negotiation or performance of this Agreement (whether in written, electronic, or any other form) (“Information”) as confidential, except for Information which Arabyads is able to demonstrate by contemporaneous written or electronic records:
3.1.1. was already rightfully in the possession of Arabyads at the time it was acquired from Retailer is already generally available to the public
3.1.2. or subsequently becomes so available without fault, act, or omission on the part of Arabyads or any authorized representatives
3.1.3. is received by Arabyads from a third party after the time of disclosure hereunder without the breach of any duty to Retailer;
3.1.4. or by contemporaneous written or electronic records, is developed by Arabyads, independently from the Information disclosed and without access to or reliance on the same.
3.2. Nothing in this section 3.4 shall prevent the disclosure of those parts of the Information which are required to be disclosed by law or court order; provided, however, that if Arabyads is so required to disclose any such Information, it shall provide Retailer prompt written notice of such requirement so that Retailer may seek a protective order or another appropriate remedy to prevent or limit such disclosure
3.3. Arabyads undertakes that the Information will be used exclusively for the purposes of this Agreement.
3.4. After termination or expiry of this Agreement, Arabyads will immediately return to Retailer or, at Retailer’s option, will destroy any Information supplied by Retailer as well as all copies of and extracts of the same; provided, however, that Arabyads legal department may retain one (1) copy for the sole purpose of verifying compliance with Arabyads’s obligations under this Agreement.
4. INTELLECTUAL PROPERTY
4.1 The intellectual property rights that each Party held prior to the Agreement’s signing remain their own property. Ritelo solely owns all intellectual property rights in and to Ritelo Technology and Ritelo Data. All intellectual property rights in and to the retailer data are the sole property of the store. Retailer grants Ritelo authorization:
4.1.1. to perform the Ritelo Service for the Retailer by gathering, using, analyzing, and processing the Retailer Data, combining the Retailer Data with Ritelo Data and Ritelo-Sourced Data;
4.1.2. utilizing aggregated retailer data to enhance the Ritelo service, both parties’ technology products, and programs.
4.2 For the duration of the Agreement,
4.2.1. Retailer grants Ritelo a worldwide, royalty-free, non-transferable license to display, reproduce and represent the Retailer Content in the Product Ads.
4.2.2. Retailer grants Ritelo a worldwide, royalty-free, non-transferable license to use and reproduce Retailer trademarks and logos to promote the services.
4.2.3. Neither Party shall make any press release relating to these Terms or the relationship between the parties without the other Party’s prior consent.
4.2.4. Notwithstanding the foregoing, Ritelo may disclose to its Advertisers the fact that Retailer and the Retailer Site(s) are part of the Ritelo Network and Ritelo shall have the right to share certain Retailer level information concerning Ritelo’s buying activities through the Ritelo Services (such as clicks, conversions and impressions) with the applicable Advertiser whose Product Ads were displayed, so long as such disclosure is in compliance with applicable laws, rules, and regulations.
4.3. Intellectual property shall include without limitation all rights to and any interests in any patent, design, trademark, copyright, know-how, trade secret, and any other proprietary right or form of intellectual property (whether protectable by registration or not) customer list, agreement, specification, formula, device, drawing programme, design, system, process, logo, mark or style (“Intellectual Property”).
4.4. All Intellectual Property provided to Retailer by and/or on behalf of Arabyads, in any form whatsoever, which is owned by or licensed to Arabyads prior to the Services and/or unrelated to the Services, shall remain the property of Arabyads (“Arabyads Background Intellectual Property”).
4.5. All Intellectual Property Rights resulting from Arabyads’s performance of the Services under this Agreement will be as per the agreed SOW terms and conditions.
5. INDEMNIFICATION
5.1. Each of the Parties agrees to indemnify, defend and hold the other Party (including all its officers, directors, employees, contractors, and agents) harmless from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees (collectively the “Claims”) to the extent arising out of, incident to, or resulting from (i) the breach by any of the Parties of any of their warranties, representations, covenants, and obligations or (ii) any of the Parties gross negligence or willful misconduct.
6. TERM
6.1. TERM As stipulated in the SOW
7. TERMINATION
7.1. TERMINATION As stipulated in the SOW
8. NON-SOLICITATION
Each party acknowledges that the other party’s employees are a valuable asset to such party. Accordingly, each party agrees that during the period of time dating from the Effective Date through one (1) year after the effective date of termination of this Agreement, such party shall not, directly or indirectly, recruit or solicit, or employ, engage as a consultant, or otherwise retain, any of the other party’s employees who are involved in the performance of this Agreement. Each party agrees that the other party’s remedy at law for a breach of this Clause shall be inadequate and therefore the non-breaching party shall be entitled to injunctive relief for such breach, without proof of irreparable injury and without posting bond, in addition to any other right or remedy it may have.
9. ANTI-MONEY LAUNDERING
9.1. For the purpose of building a healthy and robust financial compliance environment, each Party shall comply with all applicable domestic and international laws or regulations as regards economic sanctions, anti-money laundering (“AML”) and counter-terrorism financing(“CTF”).
9.2. None of the funds provided or to be provided by payer under this Agreement shall be from, directly or indirectly, a Sanctioned Person, or in connection with any activity that violates applicable laws or regulations. None of the funds received or to be received by payee under this Agreement shall be utilized, directly or indirectly, to support any activities or business of a Sanctioned Person or in any other manner that would result in violation of applicable laws or regulations.
9.3. Each Party further ensures, or to their best knowledge, neither the Party nor any of its subsidiaries, directors or officers, Affiliates, agents or employees shall be a Sanctioned Person, or is owned or controlled by a Sanctioned Person, or has engaged in any activity or conduct which would violate any applicable AML and CTF Laws in any applicable jurisdiction.
9.4. If Ritelo is subject to any AML or CTF charge from relevant authorities because the Advertiser violates any of the aforementioned Sub-Clauses, the advertiser is liable to eliminate the adverse impact of Ritelo and to compensate Ritelo for all economic losses, including, but not limited to, fines, compensation and reasonable attorney fees. In addition, Ritelo is entitled to terminate this Agreement with written notice.
10. ANTI-BRIBERY COMPLIANCE
Consistent with its general compliance obligations under this Agreement, each Party shall:
10,1. comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption;
10.2. not engage in any activity, practice, or conduct which would constitute an offense under any Anti-Bribery Laws;
10.3. have and maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under applicable Anti-Bribery Laws;
10.4. promptly report to the other Party any request or demand for any undue financial or other advantages of any kind received by the Party in connection with the performance of this Agreement; and
10.5. immediately notify Ritelo (in writing) if a public official becomes an officer or employee of Advertiser and Advertiser warrants that it has no foreign public officials as officers or employees at the date of this Agreement.
10.6. Advertiser shall ensure that any person associated with Advertiser who is performing Services or providing goods in connection with this Agreement does so only on the basis of a written contract or acceptance of Terms & Conditions.
11. ETHICAL AND ENVIRONMENTAL COMPLIANCE
11.1. The supplier undertakes to comply with and to require its subcontractors and any other person under its control, to comply with all applicable national, regional, and international rules relating to ethical and responsible behaviors, including, but not limited to, those dealing with human rights, child labor, environmental protection, and sustainable development.
12. MISCELLANEOUS
12.1. Assignment. This Agreement and any SOW issued hereunder shall not be assignable without the prior written consent of the other Party, for which consent may not be unreasonably withheld. Any attempted assignment in contravention of this section shall be null and void. Conflicting obligations. Arabyads covenants and represents that it has full right and authority to enter into this Agreement and to accept all the obligations under this Agreement, that it has no obligations with any third party which might be in conflict with its obligations under this Agreement, and that it will during the term of this Agreement not enter into such obligations without the prior written consent of Retailer.
12.2. Nothing in this section 12 is intended to prevent the Arabyads from providing services of the same or similar nature to its other clients or Retailers (current or future).
12.3. Governing Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of Dubai and the Federal Laws of the United Arab Emirates, without regard to the conflicts of law provisions. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Dubai Courts.
12.4. Notices. Any notice required or authorized to be served hereunder shall be deemed to have been properly served if delivered by hand or sent by registered or certified mail, or sent by facsimile transmission or electronic mail confirmed by registered or certified mail, to the Party to be served at the address specified by such Party for that purpose, or, if no such address is specified, at the address given at the head of this Agreement. Notices sent by post shall be deemed to have been delivered within seven days after the date of posting. Notices sent by facsimile or electronic mail shall be deemed to have been delivered within twenty-four (24) hours of the time of transmission.
12.5. Entire Agreement / Amendments. This Agreement represents the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and supersedes all documents or verbal consents or understandings (if any) given or made between the Parties prior to the date of this Agreement in relation to the subject matter hereof. None of the terms of this Agreement (including this provision) may be amended or modified except by an instrument in writing signed by authorized representatives of the Parties.
12.6. Waivers. Neither Party shall be deemed to have waived its rights under this Agreement unless such waiver is in writing and signed by such Party and such waiver by one Party of a breach of any provision of this agreement by the other Party shall not be deemed to be a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision of this Agreement by that other Party. Any delay or omission on the part of any Party in the exercise of its strict rights hereunder will not impair those rights nor will it constitute a renunciation or waiver of those rights. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative, and none of them shall be a limitation of any other right, remedy, undertaking, obligation, or agreement of any of the Parties.
12.7. Force Majeure. Neither Party shall be liable to the other Party for any failure to perform any obligation on its part hereunder to the extent that such failure is due to circumstances beyond its control that it could not have avoided by the exercise of reasonable diligence. Strikes, lock-outs, and other labor-related disputes shall not be regarded as an event beyond a Party’s reasonable control. The affected Party shall notify the other Party as soon as practicable of the occurrence of any such circumstance, and the Parties shall meet to consider what steps, if any, can be taken to overcome any issues.
12.8. Relationship. In performing the Services, Arabyads is acting as an independent contractor and not as a servant, employee, or agent of the Arabyads is not entitled to, and will not, receive from Retailer any insurance coverage, pension, investment savings plan contribution, or other benefits provided, by or on behalf of Retailer to its employees.
12.9. Annexes. All Annexes to this Agreement shall form an integral part of this Agreement. With regard to any conflict between the terms of such Annexes and the terms of the main body of this Agreement, this Agreement without the conflicting term from the Annex shall govern.
12.10. Electronic signature. Retailer and Arabyads agree that execution of this Agreement by industry-standard electronic signature software shall have the same legal force and effect as the exchange of original signatures and that in any proceeding arising under or relating to this Agreement, each party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically.
12.11. The maximum aggregate liability in Tort of Retailer and ArabyAds shall be limited to the total value of SOWs completed under this agreement in the last 12 months period, prior to the liability being incurred or Two Hundred Fifty Thousand United States Dollars (USD$250,000) whichever is the lower.
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