This Advertising Contract (“Contract”) is made and entered into by and between ABS-CBN CORPORATION (“ABS-CBN”), a corporation duly organized and existing under Philippine laws, with office address at ABS-CBN Broadcast Center, Sgt. E. A. Esguerra Avenue corner Mother Ignacia Street, Quezon City, and Advertiser and/or Agency.
By clicking “I accept” in creating a profile or account (“User Account”) or submitting an Ad Booking Form (as defined below), Advertiser and/or Agency acknowledges and agrees to these terms and conditions, as well as the terms and conditions found in https://www.abs-cbn.com/terms, for access to and use of websites owned and/or operated by ABS-CBN (the “Terms”). If Advertiser and/or Agency is entering into the Contract on behalf of a company, organization, or legal entity, Advertiser and/or Agency represents and warrants that it has the authority to bind such company, organization, or legal entity to this Contract.
2. SUBJECT OF CONTRACT
a) ABS-CBN’s Digital Advertising Self-Serve Hub (DASH) is an online self-service real time advertising application platform which allows Advertiser and/or Agency to create digital advertisements (“Ads”) by uploading or creating content through an automated process and to buy advertising spaces on websites owned, operated or administered by ABS-CBN (“ABS-CBN Websites”) where the Ads are published, which may include audience targeting and interactive performance reporting. Advertiser and/or Agency acknowledges and agrees that DASH contains software, technology, applications and processes that are proprietary to DanAds International (“DanAds”) and the use of DASH is also subject to the terms and conditions specified in https://danads.com/terms-conditions/ (“DanAds Terms and Conditions”). Advertiser and/or Agency shall likewise adhere to and by bound by thDanAds Terms and Conditions.
b) In full consideration for the implementation by ABS-CBN of the Ads, for the product of Advertiser and/or Agency identified in the Ad Booking Form (“Product(s)”), Advertiser and/or Agency shall pay the Total Amount, based on the applicable rate (“Cost”) for, and on the actual number of, implemented Ads, in accordance with the Payment Terms. Advertiser and/or Agency shall submit to ABS-CBN the proper order forms (“Ad Booking Form”), whether custom or express booking, which shall specify (i) the preferred placement of the Ads, (ii) the targeting options and impressions availed of, (iii) the time and frequency for implementation of the Ads (“Implementation Schedule”), and (iv) the creative content to be uploaded (“Materials”).
c) This Contract expressly excludes political advertisements.
3. OBLIGATIONS OF ADVERTISER AND/OR AGENCY
a) An Ad Booking Form covered by this Contract shall be deemed sufficient authority of ABS-CBN to act on behalf of Advertiser and/or Agency and for ABS-CBN to act in accordance therewith. Notwithstanding the foregoing, the implementation of an Ad Booking Form shall observe prioritization based on the date and time received by ABS-CBN, and the submission and payment of an Ad Booking Form is not a guarantee of the availability of the intended Implementation Schedule indicated in said Ad Booking Form.
b) The frequency and duration of the implementation of the Ads and the Materials thereof shall be subject to the prevailing laws of the Republic of the Philippines, the rules and regulations of the Advertising Standards Council (ASC) and other competent governmental authorities and regulatory agencies, and the terms and conditions of the permits and licenses held by ABS-CBN, as well as the marketing policies of ABS-CBN which shall be deemed incorporated in this Contract.
c) Advertiser and/or Agency will indemnify and hold ABS-CBN free and harmless from and against all claims arising from or in connection with any liability for falsity, inaccuracy, libel, slander, unfair competition, infringement of trademarks, trade names, violation of rights of privacy, infringement of copyrights, performers and performance rights and other property rights, or violation of laws, rules and regulations, resulting from the implementation of the Ads furnished by Advertiser and/or Agency.
d) Upon submission of the Ad Booking Form(s), Advertiser and/or Agency shall ensure that the Materials and other supporting documents for the Ads, and the required government clearances, are in accordance with the rules, policies and procedures of ABS-CBN. In particular, and without limitation, if the Materials for the Ads are in a language other than English or Filipino, Advertiser and/or Agency shall submit a correct, comprehensive and complete translation of the Materials in English or Filipino. ABS-CBN reserves the right to require any other documents from Advertiser and/or Agency and/or the approval by ABS-CBN of such Materials as it may deem necessary for the implementation of the Ads. Failure to complete submission shall be considered a default of this Contract by Advertiser and/or Agency and shall not oblige ABS-CBN to implement the Ads.
e) By submitting, or authorizing the submission of, the Ad Booking Form, Advertiser and/or Agency certifies, warrants and undertakes to ABS-CBN that:
(i) The Materials, as well as supporting documents submitted to ABS-CBN, are correct, current and not false, inaccurate or misleading; shall not violate of any laws, rules and regulations, including data privacy, libel, intellectual property; and are not otherwise offensive to public morals or contrary to public policy and customs;
(ii) Advertiser and/or Agency grants ABS-CBN a worldwide, non-exclusive, royalty-free, transferable right to distribute and display the Ads, including all Materials, or any part of it;
(iii) The Ad Booking Form constitutes a valid and binding obligation on Advertiser to pay for the cost of the Ads implemented by ABS-CBN;
(iv) Advertiser and/or Agency shall be solidarily liable for the payment of the Total Amount due; and
(v) Advertiser shall be solely responsible for any arrangements or agreements with Agency relating to any commission or service fees payable by Advertiser to Agency.
f) Notwithstanding anything to the contrary provided herein, ABS-CBN shall not accept or allow the implementation of the Ads which do not comply with the following minimum content requirements:
(i) must observe truth in advertising, and not be libelous, offensive to public morals, subversive, or tend to incite sedition or rebellion;
(ii) must not contain any obscene or indecent images or language;
(iii) must not encourage or condone the commission of a crime;
(iv) must not violate gender sensitivity or the Magna Carta of Women;
(v) Advertiser must be identifiable in the Material or the Material must be clearly identified as a paid advertisement;
(vi) must not indicate in any way any unauthorized association with ABS-CBN, its affiliates, officers, directors, employees, such as, but not limited to, by including their name, image, likeness, logo, or trademark;
(vii) must not use any material from ABS-CBN television or radio programs, or create any unauthorized association with said programs by using titles, images, character names, music, and any other elements used in said programs;
(viii) must not promote, directly or indirectly, the goods or services of any competitor of ABS-CBN or any of its affiliates;
(ix) must not include organizations that promote religious, racial, gender, political, or personal discrimination;
(x) must not include content in relation to gambling, gaming or all games of chance or skill, violent games; (xi) counterfeits (including, superfakes), illegal sites and/or pirated content; weaponry; prohibited drugs, tobacco products, alcoholic beverages; dating sites; and resale of tickets;
(xii) must not include offers of recruitment or job offerings; offers or promotions that require user information, services associated with fraud risks (including, multi-level marketing); or
(xiii) must not violate any law and must comply with all requirements under pertinent laws, government regulations.
g) Advertiser and/or Agency shall ensure that the Ads, or if applicable, the Materials, adhere to the format specified in DASH, including the following:
(i) There must only be a maximum of three (3) loops for a GIF;
(ii) Any image uploaded should be until 200kb only and any video uploaded should be until 3mb only;
(iii) Shall contain user-initiated sound or video only, provided, animations can be auto played;
(iv) Creative materials must include the Advertiser’s name or logo within their messaging;
(v) Dimensions of the Ads must adhere to those outlined in the available sizes outlined in the Ad Booking Form;
(vi) The Ads or Materials do not contain any of the following elements
> More than three (3) redirects in call-to-action Ads;
> Flashing or blinking borders or lettering in ad unit;
> Any material which shall mimic ABS-CBN’s house ad design or any ABS-CBN elements such as logos, trademark, and other copyrighted content;
> Continuous load banners;
> Remarketing pixels allowed in third party tags; and
h) Advertiser and/or Agency shall ensure that the Ads, or if applicable, the Materials, adhere to the ASC Standards, rules and regulations, including the proper submission of pertinent documents:
i) ABS-CBN reserves the right to refuse the implementation of any Ad Booking Form, regardless of compliance by Advertiser and/or Agency of the required clearances, supporting documents or period of submission, or in case of failure of Advertiser and/or Agency to comply with any obligations, undertakings, requirements provided herein, without liability by ABS-CBN to Advertiser and/or Agency.
j) Advertiser and/or Agency is solely responsible and liable for all access to and all actions and activities conducted under its User Account. For any breach of the Terms, laws, or rules, policies and procedures of ABS-CBN and/or other suspicious activities in the User Account, ABS-CBN reserves the right to suspend or terminate any User Account; block, restrict, or delete any Materials, or resort to other available remedies to ABS-CBN. 4. PAYMENT TERMS
a) Advertiser and/or Agency agree to pay for the Ads, through credit card, upon submission of its Ad Booking Form.
b) Unless otherwise provided, charges indicated on the Summary of Booking (“Ad Cost”) shall be immediately due and payable upon submission of the Ad Booking Form. It is understood that time is of the essence in the payment obligation of Advertiser and/or Agency. Failure on the part of Advertiser and/or Agency to pay the Ad Cost due as provided in the Summary of Booking shall not considered the Ad Booking Form as submitted and shall not oblige ABS-CBN to implement the Ads. 5. REFUND POLICY
a) In the event that (i) ABS-CBN refuses or fails to implement the Ads of Advertiser and/or Agency in accordance with the Implementation Schedule or (ii) if Advertiser and/or Agency cancel any of the Ads prior to its Implementation Schedule, ABS-CBN will refund the proportionate amount of the Ad Cost for the unimplemented or cancelled Ads.
b) Refunds shall be subject to the refund policies and procedures provided in the DanAds Terms & Conditions found in https://danads.com/terms-conditions/
c) ABS-CBN DASH will process and provide refunds for undelivered impressions 2-3 days after the end date of an advertiser's campaign. 6. TERMINATION
This Contract shall commence upon registration of the User Account of the Advertiser and/or Agency and shall continue until the User Account is removed, regardless if the User Account has no submitted Ad Booking Forms. 7. DATA
a) By creating a User Account, Advertiser and/or Agency acknowledges and agrees that ABS-CBN shall have the right to store information submitted by the Advertiser and/or Agency, including the following: individual or company name; address; contact information, including email address, phone number; and billing information.
b) Advertiser and/or Agency shall comply with the requirements provided under the relevant data privacy laws, rules and regulations, Republic Act No. 10173 otherwise known as the Data Privacy Act, its implementing rules and regulations and other relevant issuances thereto, including ABS-CBN’s data protection policies found in https://www.abs-cbn.com/privacy and DanAds International’s data protection policies found in https://danads.com/privacy-policy/https://danads.com/privacy-policy/ 8. LIMITATION OF LIABILITY
ABS-CBN does not guarantee uninterrupted, secure or error-free operation and the self-serve service is provided “as is” without warranties of any kind, whether expressed or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. For clarity, ABS-CBN shall not be responsible for technical, software or hardware malfunctions, lost or unavailable network connections, downtime or disconnections from User Accounts.
b) ABS-CBN shall not be responsible for any technical glitches that affects the viewability of the Ads on ABS-CBN Websites or third-party sites. Further, ABS-CBN is not responsible for any unfair or inappropriate actions by a third party that may affect the Ads, including click frauds and ad frauds.
c) Advertiser and/or Agency is at all times responsible for the Materials created or uploaded in the DASH or otherwise made available by it. ABS-CBN is not responsible for the Materials, including any part of it, or the use thereof. Further, ABS-CBN assumes no responsibility for the Materials, or any part of it, the advertising, the goods or services, the policies, or other practices on the ABS-CBN Websites that may be reached by the links presented through DASH.
d) ABS-CBN, its suppliers, shareholders, partners, affiliates, directors, officers, employees, or agents, shall not be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the self-serve service and the User Account.
e) To the extent permitted by applicable law, in no event shall ABS-CBN be liable for any indirect, incidental, special, consequential, moral, or exemplary damages arising out of or in connection with the Contract, including any loss of profit, goodwill, business reputation, data, or other intangible loss of the Advertiser and/or Agency.
f) ABS-CBN’s maximum liability arising from or related to this Contract for any cause whatsoever, regardless of the form of any claim or action, whether based in contract, tort, or any other legal theory shall not exceed the Ad Cost paid the Advertiser and/or Agency. 9. GENERAL PROVISIONS
a) It is understood that Agency mentioned in this Contract is the agency of Advertiser and not of ABS-CBN. Advertiser shall indemnify and hold harmless ABS-CBN from any liability to or claims from Agency.
b) This Contract may not be assigned by Advertiser and/or Agency without the written consent of ABS-CBN.
c) The waiver by ABS-CBN of a breach of any of the provisions of this Contract by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission by either party in exercising any right that it may have under this Contract operate as a waiver of any breach or default by the other party. All remedies, rights, undertakings, obligations and agreements contained in this Contract shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement.
d) This Contract is the complete and exclusive statement of the agreement between the parties, and supersedes all understandings or prior agreements, whether oral or written, and all representations or other communications between the parties in relation to the subject matter contemplated herein. This Contract is executed by the parties for and in consideration of the terms and conditions stated herein.
e) Captions and paragraph headings are for convenience only.
f) ABS-CBN may amend the Terms at any time in its sole discretion and shall post the amended Terms in the Website. Advertiser and/or Agency’s use of the Website after the effective date of any amendments to these Terms constitutes agreement to comply and be bound by such amendments, including but not limited to the charges associated with the use of the self-serve service.
g) If any provision of this Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Contract, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic objectives of the invalid or unenforceable provision, but in the absence of an agreement within thirty (30) days after commencing negotiations, either party shall be entitled to terminate this Contract by seven (7) days written notice to the other.
h) Any notice or other communication to be given under this Contract shall be in writing and shall be served by personal delivery or by sending it by electronic mail, facsimile or prepaid post to the addresses of the parties specified in this Contract, or as notified by either party to the other from time to time.
i) Nothing contained in this Contract shall be construed as constituting or evidencing any partnership, joint venture or contract of employment between the parties and in no event shall either party be liable for the actions, statements, or omissions of the other. Neither party shall hold itself out contrary to the terms of this Contract.
j) In case collection is made through a lawyer or should court proceedings be resorted to in the enforcement of this Contract, Advertiser and/or Agency agrees to pay all legal costs plus a sum equal to twenty-five percent (25%) of the claim as attorney’s fees.
k) This Contract shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The venue of any action between the parties to this Contract shall be brought solely and exclusively in the proper courts of Quezon City.