a) Please read these Terms carefully prior to accepting them. By accepting these Terms, you agree that:

i) A Campaign cannot be cancelled by you once it is accepted and has started, and you are liable to pay the agreed CPM for that Campaign;

ii) A campaign can be cancelled as follows: 

– Cancellation conditions 

– for individual/single campaigns; 

– The campaign can be canceled free of charge up to 14 days before the start of the campaign; 

– Less than 14 days before start  50% of the order volume needs to be paid;

– In the event of a cancellation of an ongoing campaign, 100% of the order volume must be paid.

– For an annual deals;

– The whole deal or singled out campaigns can be canceled free of charge up to 30 days before the start of the first campaign; 

– Less than 30 days before start 50% of the whole deal must be paid;

– In the event of cancellation of an ongoing campaign, 100% of the order volume must be paid. 

iii) subject to Consumer Protection Laws & Regulations Switzerland (https://www.fedlex.admin.ch/eli/cc/1999/404/en) , we will not refund to you any amounts paid by you to us;

iv) subject to Consumer Protection Laws & Regulations Switzerland, our Liability for the supply of the Services will be limited, at our discretion, to resupply the Services, or to the amount of 30% of the CPM Payments relevant to the Campaign to which the Liability relates; 

v) we will not be liable for any part of the Publisher Services;

vi) you agree that we may set-off or deduct any amount payable to us under these Terms;

vii) you agree that we may advertise or publicize the broad nature of our supply of the Services to you, including on our website or in our promotional material; and

viii) in the supply of the Services, we may retain a percentage of the revenue generated from CPM Payments, as service fees.

b) These Terms do not intend to limit your rights and remedies at law, including any Consumer Protection Laws & Regulations Switzerland.

a) On signing an IO with us we agree to provide to you the Services.

b) We will commence providing the Services on the Commencement Date.

c) We will perform the Services in accordance with these Terms, whether ourselves or through our Personnel. 

d) You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no liability for any and all Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.

e) If these Terms express a time within which the Services are to be supplied or we advise you in writing regarding a time within which the Services are to be supplied, we will use reasonable endeavors to provide the Services by such time, but you agree that such time is an estimate only, and creates no obligation on us to supply the Services by that time. 

f) To the maximum extent permitted by law, we make no representations in relation to the Services including as to their likely outcome or effect, including whether your Campaign Offer will be accepted or fulfilled by any Publisher.

g) In case of an unpredictable negative or inefficient forecast for any campaign, we reserve the right to:

i) Request an increase in the CPM Price from you; 

ii) To pause, stop, or cancel the campaign; 

iii) Provide you with the VAST tag to run the campaign on your own platforms (fees will occur according to the technical services);

h) We agree to use our best endeavors to make the Platform available at all times. However, from time to time we may perform reasonable scheduled or emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenances – *SLA available with Enterprise agreement.

i) You agree that we may amend the Services at any time, by providing written notice to you. If you do not agree to any amendment made to the type of Services, you may terminate these Terms in accordance with the termination clauses.

j) To enable us to perform the Services, we may require your input and assistance including (without limitation) that you:

i) comply with these Terms; 

ii) promptly provide us with all information in connection with the Campaign and the Services that we may reasonably request; and

iii) provide accurate and comprehensive information in any Campaign Offer, to allow the Publisher to run the campaign.

k) Without limitation, you (and to the extent applicable, your Personnel) represent, warrant and agree:

i) that the Services are reliant on your input, including you making a Campaign Offer, and providing accurate information in a Campaign Offer; 

ii) to comply with our reasonable requests or requirements including any requests under clause 3; 

iii) to promptly provide us with reasonable assistance and to do all things reasonably required by us to enable us to perform the Services; and

iv) to provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services.

a) Variations: You may request a variation or change to the Services, including the timing for the supply of the Services (Variation), by providing written notice (including by email) to us, with details of the Variation (Variation Request). We will not be obliged to comply with a Variation Request unless we accept the Variation Request in writing. The Parties agree to comply with these Terms as varied by any Variation Request accepted in writing.  If we consider that any instruction or direction from you constitutes a Variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued and accepted by us in accordance with this clause.

b) Additional Services: You may request Additional Services from us at any time. We will not be obliged to comply with the request for Additional Services, unless we agree to provide the Additional Services in writing. The Parties agree to comply with these Terms, as varied by any Additional Services we agree to provide, including your obligation to pay for any Expenses relating to Additional Services.

a) Must contain: 

(1) Targeting (GEO/Channel/Audience or else)

(2) Pricing CPM Net/Net

(3) Start and end date of each campaign

(4) Ad-Impressions volume

(5) An explanation detailing the Customer Product to be promoted within the Campaign;

(6) Which services were agreed on (2 different services are available) :

(a) Full stack service (A)

(i) Conception and creation of the interactive elements Creation of the interactive video including editing;

(ii) A/B Testing of creatives / (building 2 creatives running against each other) – min. of 1 million impressions for this service;

(iii) Audience / Targeting preparation;

(iv) Video hosting and delivery;

(v) Ideal targeting criteria (example: country, age, gender, interests, language);   

(vi) Campaign Management;

(vii) Campaign optimization;

(viii) Weekly reporting;

(ix) End Report and debriefing meeting/insights sharing

(b) Agency service (B)

(i) Creation of the interactive video including editing, conception and creation of the interactive elements, including 5 Feedback loops;

(ii) A/B Testing of creatives / (building 2 creatives running against each other) – min. of 1 million impressions for this service;

(iii) VAST tag handover to client, VAST 3.0 or VAST 4.2, I-frame link for Outstream formats;

(iv) Video hosting;

(v) Video delivery; 

(vi) Automated weekly reporting;

(vii) Detailed end reporting.

(viii) These details can’t be changed (for both offers in Paragraph 5.6) once the IO is signed, however under the terms of the IO a start date can be amended not later than a week before the initial start.

b) Customer Materials

i) you warrant and agree that: the Customer Materials are correct, factual and owned or licensed by you; and

ii) the Customer Materials are legally able to be promoted and advertised by the Publisher, and the Customer Product is legally able to be sold, and is not in breach of any laws. 

c) You agree that you may not cancel a Campaign after it has begun, and you must pay the full amount stated in the IO for that specific campaign.

d) We may seek your approval for Content before posting the Content publicly on a website, however we have no obligation to do so.

e) If you believe that your advertising material contains incorrect information or is otherwise in breach of any Laws or third-party Intellectual Property Rights, you must notify us immediately.

f) We can run multiple Campaigns at any time. Each Campaign will have its own CPM.

a) You agree to the below fee arrangement:

i) we provide the Services, including facilitating arrangements between Customers and Publishers for the creation of Content for a Campaign, and facilitating the carrying out of a Campaign by a Publisher;

ii) Customers are responsible and liable to Media Match Maker for CPM Payments.

b) You must provide us with the payment accordingly to the Term agreed in the IO. 

c) In consideration for Additional Services you request from us, we may make a request to you to pay any additional fees for these Additional Services (Expenses).

d) You do not have to agree to pay the Expenses, however where you agree to receive the Additional Services (and pay the Expenses), we will invoice you for the Expenses, and you agree to pay the invoice on the terms and in the method set out on the additional IO or the invoice. 

e) Subject to Consumer Protection Laws & Regulations Switzerland, we will not refund any amounts paid by you to us.

a) Each Party represents, warrants and agrees that:

i) it has full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; 

ii) that these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;

iii) if applicable, it holds a valid VAT/Registration Number which has been advised to the other Party; and

iv) if applicable, it is registered for Tax purposes.

b) You represent, warrant and agree:

i) to comply with these Terms and all applicable Laws; 

ii) that you will disclose to us immediately if any customer material is subject to been recalled by you or a regulatory authority, for any reason;

iii) that you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for any particular purposes, unless expressly stipulated in these Terms);

iv) that no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event; that you will be responsible for the Customer Product and Customer Materials at all times.

a) For the purposes of these Terms, you agree that the following terms have the meanings set out below:

b) As between the Parties:

i) we own all Intellectual Property Rights in Media Match Maker Materials;

ii) you own, or have a license, to all Intellectual Property Rights in Customer Materials; and

iii) nothing in these Terms constitute a transfer or assignment of any Intellectual Property Rights in Media Match Maker Materials, Customer Materials, and Content.

c) You grant us a non-exclusive, irrevocable, worldwide, sublicensable and non-transferable right and license, to use the Customer Materials that you provide to us solely for the purposes for which they were developed and solely for the performance of our obligations under these Terms.

d) In the use of any Intellectual Property Rights in connection with these Terms, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately. 

e) If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.

f) You and any Publisher may enter into a separate agreement for the licensing or transfer of Intellectual Property relating to a Campaign. We are not a party to this agreement between you and any Publisher, and are not responsible or liable for any liability which may arise in connection with that agreement. 

g) This clause 8 will survive termination or expiry of these Terms.

a) Each Receiving Party agrees:

i) not to disclose any Confidential Information of the Disclosing Party to any third parties;

ii) to use all reasonable endeavors to protect the Confidential Information of the Disclosing Party from any unauthorized disclosure; and

iii) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose. 

b) You agree not to disclose any Confidential Information of the Publisher to any third party, including publicly disclosing the CPM that you are paying. 

c) The obligations in clause 9.1 and 9.2 do not apply to Confidential Information that:

i) is required to be disclosed in order for the Parties to comply with their obligations under these Terms;

ii) is authorized to be disclosed by the Disclosing Party; 

iii) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or

iv) must be disclosed by law or by a regulatory authority, including under subpoena.

d) Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 9. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 9. 

e) This clause 9 will survive the termination of these Terms for 12 month after the end of any contractual relations.

a) Certain legislation, including the Consumer Protection Laws & Regulations Switzerland, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (https://www.fedlex.admin.ch/eli/cc/1999/404/en).

b) If the Swiss Law applies to you as a consumer, nothing in these Terms exclude your rights as a consumer under the Swiss LAW. You agree that our Liability for the Services provided to an entity defined as a consumer under the Swiss LAW is governed solely by the Swiss LAW and these Terms (https://www.swissarbitration.org/swiss-arbitration/swiss-contract-laws/) .

c) Subject to the Consumer Protection Laws & Regulations Switzerland, we exclude all warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis, except where expressly set out in these Terms. 

d) This clause 10 will survive the termination or expiry of these Terms.

a) Despite anything to the contrary, to the maximum extent permitted by law:

i) we exclude liability for any Liability arising from or in connection with the Publisher Services; 

ii) neither Party will be liable for Consequential Loss;

iii) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and 

iv) despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your use of the Services, any Customer Materials you provide to us, and any Customer Products.

b) This clause 11 will survive the termination or expiry of these Terms.

a) Either Party may terminate such an agreement 3 month before the end date of the signed term. 

b) If no cancelation information will be received 3 month prior, the MSA will renew automatically for another 12 month.

c) CPM Pricing will be adjusted for the re-newed 12 month term according to the market situation. 

d) Where you do not agree to our change to these Terms per campaign, you may terminate the specific campaign according to its terms. 

e) These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

i) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 5 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or 

ii) the Defaulting Party is unable to pay its debts as they fall due. 

f) Upon expiry or termination of the Terms:

i) we will immediately cease providing the Services where there is no Active Campaign at the time of termination;

ii) where there is an Active Campaign, we agree to provide the Services, and you agree to pay until the Active Campaign is complete, unless we decide in our sole discretion to cease providing the Services and terminate the Active Campaign; 

iii) without limiting your Consumer Protection Laws & Regulations Switzerland, you agree that any payments made by you are not refundable to you; 

iv) you are to pay for all Expenses incurred prior to termination, including Expenses which have been incurred by us and have not yet been invoiced to you; and 

v) We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of these Terms. 

g) Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it. 

h) This clause 12 will survive the termination or expiry of these Terms.

a) Publicity: You agree that we may advertise or publicize the broad nature of our supply of the Services to you, including on our website or in our promotional material by displaying your logo or business name. 

b) Privacy: We will handle your personal information in accordance with our Privacy Policy, available at https://media-mm.com/privacy-policy/  and if your personal information is collected by us under these Terms, your personal information may be disclosed to third parties in accordance with our privacy policy and solely for the purpose of us providing the Services. You agree to comply with the legal requirements of the European Privacy Principles.

c) Analytics: You acknowledge and agree that we may monitor, analyze and compile statistical and performance information based on and/or related to your campaign, in an aggregated and anonymized format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information. 

d) Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

e) Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

e) Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

f) Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms. 

h) Governing law: Switzerland  (UCA) (https://www.fedlex.admin.ch/eli/cc/1988/223_223_223/en) 

In these Terms, capitalized terms are defined throughout, or otherwise have the meanings given to them below: 

Account means Customer account with Media Match Maker.. 

Active Campaign means the period from acceptance of a Campaign, until the Campaign end date. 

Consumer Protection Laws & Regulations Switzerland means the Swiss consumer laws as amended, from time to time. (https://www.fedlex.admin.ch/eli/cc/1999/404/en)

Agency means a legal representor having the authority or capacity to create relations between an advertiser and third parties (publisher/DPS’s and others…).

Additional Services means any additional services you request from us. 

Customer means you, an customer and Party to these Terms. 

Customer Material/Product means your good or service which you wish to promote via Campaigns. 

Business Day means a day on which banks are open for general banking business in Switzerland, excluding Saturdays, Sundays and public holidays. 

Campaign means the creation of Content with CPM costs designed to promote Customer Product and used by Publishers to monetize the Content.

CPM is a paid advertising option where companies pay a price for every 1,000 impressions an ad receives. An “impression” refers to when someone sees a campaign on social media, the search engines or another marketing platform.

Confidential Information includes information which: 

(a) is disclosed to the Receiving Party in connection with these Terms at any time; 

(b) is prepared or produced under or in connection with these Terms at any time; 

(c) relates to the Disclosing Party’s business, assets or affairs; or 

(d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, 

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information. 

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price under these Terms will not constitute “Consequential Loss” for the purposes of this definition. 

Content means electronic content, media or social media content prepared by a Publisher / Platform using materials provided by an Customer for an Customer Product the subject of a Campaign. 

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party. 

DSP means demand side platform, a type of software that allows an advertiser to buy advertising with the help of automization.

Expense means an expense payable by you to us that you agree to as set out in clause 6. 

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, war, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionizing radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic. 

Improvements means any development, modification, adaptation or improvement of made by us (or any of our Personnel), or in respect of which Intellectual Property Rights are acquired by us during the Term. 

Insolvency Event means any of the following events or any analogous event:

(a) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business; (b) a Party ceases, or threatens to cease, carrying on business; 

(b) a Party is unable to pay the Party’s debts as the debts fall due; 

(c) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business; 

(d) any step is taken for a Party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or 

(e) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business. 

Intellectual Property means any copyright, registered or unregistered designs, patents or trademarks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing. 

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property. 

Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights, including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties). 

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licenses, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services. 

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise. 

Moral Rights  are recognized under Swiss copyright law. An author may prohibit any distortion, mutilation or modification of his or her work that is prejudicial or harmful to his or her reputation or personality (article 11, FACN). A further moral right to be considered is the author’s rights to be identified as an author and to decide on the manner and date of the first publication of his or her work (article 9, paragraphs 1 and 2, FACN).
Moral rights are non-assignable by nature. They are considered inextricably connected to an author’s personality. Nonetheless, frequently authors waive the exercise of their moral rights on a contractual basis. This is permitted under Swiss law as long as such waiver does not appear inequitable, that is, an excessive restriction with regard to the author’s own personality (article 27, paragraph 2, Swiss Civil Code).

Party means a party to these Terms. 

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us. 

Privacy Policy means our privacy policy available on our website https://media-mm.com/privacy-policy/

Publisher means a publisher and content creator Party to these Terms.

Publisher Services means the delivery of a Campaign by a Publisher, including preparing the Content and posting it on their site.

Receiving Party means the Party receiving Confidential Information from the Disclosing Party. 

Services means the provision to you, including but not limited to facilitating the arrangement between you and the Publishers for the creation of a Campaign, facilitating the provision of the Publisher Services from Publisher to you, and any other Additional Services we agree to provide.