Advertiser Terms and Conditions

1. Insertion Order(s) that you complete Bubble Tea Media ("This website") provides you, INTRODUCTION. Order (defined below), access to certain Bubble Tea Media products, services and/or programs (collectively, "Programs" and each, a "Program") subject to your compliance with these Advertiser Master Services Terms and Conditions (the "Master Terms and Conditions") and the terms and conditions of the Programs (the "Program Terms"). Please read these Master Terms and Conditions and Program Terms carefully. By enrolling in a Program, you agree to be bound and abide by these Master Terms and Conditions, the Program Terms, and the terms and conditions of any applicable and any of your Affiliates (defined below) that participate in these terms and conditions by executing an Insertion or that is completed on your behalf, including, without limitation, any renewal Insertion Orders (either online, if applicable, or offline, each an "Insertion Order"), including all payment terms. The Master Terms and Conditions, the Program Terms, all Insertion Orders and all payment terms collectively constitute the "Agreement". In the Agreement, (i) "Advertiser" means collectively the Advertiser and its Affiliates who execute an Insertion Order for any Program, (ii) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly (e.g. through one or more tiers of ownership) controls, is controlled by or is under common control with that person or entity, and the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement, and (iii) "you" and "your" refers to Advertiser. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf regarding any Program, shall be bound and abide by the Agreement. You further agree that you are bound by the Agreement whether you are acting on your own behalf or on behalf of a third party, including, without limitation, another advertiser. These Master Terms and Conditions and applicable Program Terms shall apply to all Insertion Orders and/or Programs for which Advertiser has executed the relevant Program Terms. Regarding each Insertion Order, the term of the Agreement will commence on the Effective Date set forth in the initial Insertion Order, and will continue in effect for the term and/or until the End Date if specified therein or in any renewal Insertion Orders, unless earlier terminated by either party in accordance with the terms of the Agreement (the "Term"). If there is no Insertion Order, the Term will commence on the date you enroll as an Advertiser and will end when terminated by either party in accordance with the terms of the Agreement.
2. PAYMENT. You agree to pay Bubble Tea Media all charges to your account in accordance with these Master Terms and Conditions, any applicable Insertion Orders, Programs Terms, and/or Payment Plans (defined in Section 3 below) you select, including, without limitation, all applicable taxes, in accordance with the then current billing terms (as such Payment Plans and billings terms may be amended or modified by Bubble Tea Media from time to time). Except as may be set forth in the Program Terms, any service fees charged to your account and any initial deposit, the value of which will be credited to your account, are non-refundable. Your right to access your account with Bubble Tea Media is subject to any limits established by Bubble Tea Media. If you have chosen a Payment Plan providing for a fixed maximum payment per month, you understand and agree that if your charges equal or exceed your monthly maximum payment, then your listings will be removed from the applicable Bubble Tea Media (defined in the applicable Program Terms) and/or Program for the remainder of that month and you will incur a debit balance for the value of any unpaid charges incurred under your account, including, without limitation, any amounts accrued prior to the time your listings are actually removed. Charges will be posted to your account and must be paid pursuant to the terms of the Payment Plan you select before any of your listings will be made available in the applicable Bubble Tea Media, Bubble Tea Media Results, and/or Program. Further, you agree that you will be charged all amounts owed under the terms of any Programs in which you enroll. You authorize Bubble Tea Media to charge your credit card, charge card, debit card or financial institution account (hereinafter your "Payment Method") for all charges to your account. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution providing your Payment Method. If Bubble Tea Media does not receive payment from the provider of your Payment Method, you do not make timely payment hereunder, or you exceed your monthly prepayment, you agree to pay all amounts due on your account upon demand, and Bubble Tea Media further reserves the right to either suspend or terminate your account with Bubble Tea Media Suspension or termination includes, without limitation, deletion of your listings from any or all Bubble Tea Media market places (defined in the applicable Program Terms). You agree to submit any claims or disputes regarding any charge to your account in writing to Bubble Tea Media within sixty (60) days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for all reasonable expenses (including, without limitation, attorneys' fees) incurred by Bubble Tea Media in collecting such amounts. All prices are in United States dollars and do not include sales, use, franchise, value-added or import taxes, customs duties or other taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes and in such amounts as are necessary to ensure that Bubble Tea Media receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to Bubble Tea Media the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the setup, maintenance and other performance obligations of such party under the Agreement. You agree to promptly update all information to keep your account and Payment Method current, complete and accurate (such as a change in billing address or e-mail), and to promptly notify Bubble Tea Media if your payment method is cancelled. If you fail to provide Bubble Tea Media with any of the foregoing information, you agree that Bubble Tea Media may continue charging your account for use of any of the Bubble Tea Media Marketplaces, Programs, and/or the Bubble Tea Media Web Sites (defined in Section 4 below) unless you have terminated the Agreement or Program Terms.
3. PAYMENT PLANS. (a) From time to time, Bubble Tea Media may offer you the opportunity to enroll in a payment plan ("Payment Plan") to manage charges to your account. If you enroll in a Payment Plan, you agree to be bound by the terms of that Payment Plan. Bubble Tea Media reserves the right to modify, suspend or terminate any Payment Plan and/or your participation therein at any time. If Bubble Tea Media modifies the terms of a Payment Plan, the modified terms of the Payment Plan will be reflected in an updated version of the Agreement posted on any of the Bubble Tea Media Marketplaces or any one of the Bubble Tea Media Web Sites or by e-mail notification to you. If you do not consent to such modified terms, you may elect to discontinue your enrollment in the Payment Plan at any time by providing written notice to Bubble Tea Media before the effective date of such modified terms. Your continued enrollment constitutes your acceptance of the terms of the Payment Plan as modified. (b) YEARLY PAYMENT PLAN: When you enroll in the Yearly Payment Plan, you preauthorize Bubble Tea Media to charge periodically your Payment Method each year. ACCESS. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or on behalf of Bubble Tea Media, including, without limitation.
4. YOUR SITE. You hereby acknowledge that Bubble Tea Media is not responsible for the content or maintenance of your Web site(s), or Web sites owned or operated by any third party (including, without limitation, other advertisers) nor is Bubble Tea Media responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your Web site(s) or Web sites owned or operated by any third party (including, without limitation, other advertisers). You represent, warrant and covenant that: (i) all information you provide in connection with the Agreement and on your Web site is, and will be updated to remain, current and accurate, and (ii) the Web site to which any listing links will look the same to all end users regardless of the end users' location. You agree that your Web site does not contain any Bubble Tea Media -owned or licensed content, including, without limitation, any Bubble Tea Media listings, except pursuant to a separate signed agreement with Bubble Tea Media.
5. CONFIDENTIALITY. "Confidential Information" means any information disclosed to you by Bubble Tea Media, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Bubble Tea Media; (ii) becomes publicly known and made generally available after disclosure to you by Bubble Tea Media other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Bubble Tea Media as shown by your files and records. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. You may disclose Confidential Information if required by law, provided that you give Bubble Tea Media prompt written notice prior to such disclosure and you provide assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legally required disclosure. All Confidential Information shall remain Bubble Tea Media's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Bubble Tea Media immediately upon Bubble Tea Media's request, and also, upon termination of the Agreement. You may not issue any press release or other public statement regarding the Agreement, Bubble Tea Media or partners without the prior written consent of an authorized person at Bubble Tea Media.
6. REPRESENTATIONS AND WARRANTIES. You represent, warrant and covenant that you have sufficient authority to enter into the Agreement and that your use of Bubble Tea Media's services is solely for lawful commercial and business purposes.
7. INDEMNIFICATION. You hereby agree to indemnify and hold harmless Bubble Tea Media, and its network and its and their information providers, officers, directors, Affiliates, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by Bubble Tea Media to make your listings, results, and/or Programs available in connection with third party Web sites, applications and/or e-mails , and their respective officers, directors, agents, Affiliates, and employees (each, an "Bubble Tea Media Entity" and collectively, the "Bubble Tea Media Entities") from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your use of any Program, Bubble Tea Media Marketplace, Bubble Tea Media system or Bubble Tea Media Web Site, your Web site, or your breach of any terms or representations or warranties contained in the Agreement. You agree to be solely responsible for defending any Claim against or suffered by a third party, Bubble Tea Media and/or any Bubble Tea Media Entity, subject to Bubble Tea Media and/or any Bubble Tea Media Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims to a third party, Bubble Tea Media, and/or any Bubble Tea Media Entity provided that you will not agree to any settlement that imposes any obligation or liability on Bubble Tea Media and/or an Bubble Tea Media Entity without Bubble Tea Media's prior express written consent. Third party Web sites, applications and/or e-mails are collectively each a "Third Party Product".
8. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT YOUR USE OF ANY PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY BUBBLE TEA MEDIA DISTRIBUTION NETWORK(S) AS DEFINED IN THE APPLICABLE PROGRAM TERMS), BUBBLE TEA MEDIA MARKETPLACE, BUBBLE TEA MEDIA SYSTEM OR BUBBLE TEA MEDIA WEB SITE IS AT YOUR OWN RISK. THE PROGRAMS, THIRD PARTY PRODUCTS, BUBBLE TEA MEDIA DISTRIBUTION NETWORKS, BUBBLE TEA MEDIA MARKETPLACES, BUBBLE TEA MEDIA SYSTEMS, AND BUBBLE TEA MEDIA WEB SITES ARE ONLY AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER BUBBLE TEA MEDIA NOR ANY OF THE BUBBLE TEA MEDIA ENTITIES MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE PROGRAMS, THIRD PARTY PRODUCTS, BUBBLE TEA MEDIA DISTRIBUTION NETWORKS, BUBBLE TEA MEDIA MARKETPLACES, BUBBLE TEA MEDIA SYSTEMS OR BUBBLE TEA MEDIA WEB SITES, THE SUCCESS OF YOUR USE THEREOF AS MEASURED IN ANY WAY, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH BUBBLE TEA MEDIA, THE AGREEMENT OR THE PROGRAMS, THIRD PARTY PRODUCTS, BUBBLE TEA MEDIA DISTRIBUTION NETWORKS, BUBBLE TEA MEDIA MARKETPLACES, BUBBLE TEA MEDIA SYSTEMS OR BUBBLE TEA MEDIA WEB SITES OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THEREFROM, OR WEB SITES LINKED THERETO OR THEREFROM. BUBBLE TEA MEDIA HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL BUBBLE TEA MEDIA ENTITIES ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION: (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE PROGRAMS, THIRD PARTY PRODUCTS, BUBBLE TEA MEDIA DISTRIBUTION NETWORKS, BUBBLE TEA MEDIA MARKETPLACES, BUBBLE TEA MEDIA SYSTEMS OR BUBBLE TEA MEDIA WEB SITES OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THEREFROM AND THROUGH THE WEB SITES LINKED THERETO OR THEREFROM OR THE SUCCESS OR NUMBER OF ANY CLICKS RESULTING THEREFROM; AND (2) ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.
9. LIMITATION OF LIABILITY. ANY LIABILITY OF BUBBLE TEA MEDIA AND THE BUBBLE TEA MEDIA ENTITIES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO BUBBLE TEA MEDIA PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL BUBBLE TEA MEDIA OR ANY BUBBLE TEA MEDIA ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF THE AGREEMENT, THE USE OR INABILITY TO USE ANY PROGRAM, THIRD PARTY PRODUCT, BUBBLE TEA MEDIA DISTRIBUTION NETWORK, BUBBLE TEA MEDIA MARKETPLACE, BUBBLE TEA MEDIA SYSTEM OR BUBBLE TEA MEDIA WEB SITE OR WEB SITES LINKED TO THEREFROM, OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT YOU WILL NOT HOLD BUBBLE TEA MEDIA RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE PROGRAMS, THIRD PARTY PRODUCTS, BUBBLE TEA MEDIA DISTRIBUTION NETWORKS, BUBBLE TEA MEDIA MARKETPLACES, BUBBLE TEA MEDIA SYSTEMS OR BUBBLE TEA MEDIA WEB SITES OR WEB SITES LINKED TO THEREFROM, INCLUDING, WITHOUT LIMITATION, THIRD PARTY SERVICE PROVIDERS, THOSE WITH WHOM BUBBLE TEA MEDIA CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE PROGRAMS, BUBBLE TEA MEDIA MARKETPLACES, BUBBLE TEA MEDIA SYSTEMS, AND/OR BUBBLE TEA MEDIA WEB SITES AND THOSE TO WHOM BUBBLE TEA MEDIA PROVIDES LINKS FOR CONTENT, ADVERTISING AND/OR ANY OTHER TYPE OF DATA OR INFORMATION.
10. TERMINATION. If you are dissatisfied with any aspect of a Program(s), your sole and exclusive remedy is to terminate the Agreement and/or the Program(s) Terms in writing. You and/or Bubble Tea Media may terminate the Agreement, any Program Terms, and/or your participation in any Program, at any time, for any reason or for no reason, unless otherwise set forth in any of the Program Terms. Notwithstanding anything contained in the Agreement to the contrary, Bubble Tea Media may, in its sole discretion, terminate or suspend your account, and/or discontinue or suspend your participation in all or part of any Program or on any Web site or Third Party Product that is part of an Bubble Tea Media Distribution Network. Termination, suspension or discontinuation includes, without limitation, removal of your listings from any or all of the Bubble Tea Media Marketplaces and Bubble Tea Media Distribution Networks. Reasons for Bubble Tea Media's determination to so terminate, suspend or discontinue your account or participation may include, without limitation, if Bubble Tea Media believes that you violated the Agreement or other policies or guidelines of Bubble Tea Media, a Third Party Product or a member of an Bubble Tea Media Distribution Network, or if Bubble Tea Media believes your conduct may be harmful to other consumers, advertisers or licensees who participate in (or offer to its users) an Bubble Tea Media Marketplace (and/or any part thereof). All decisions made by Bubble Tea Media in this matter will be final and neither Bubble Tea Media nor any of the Bubble Tea Media Entities shall have any liability regarding such decisions. Upon termination, suspension or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. These Master Terms and Conditions shall terminate automatically if you have terminated all Program Terms and Insertion Orders. Sections 2, 3, 4 (last two sentences only), 5 (last sentence only) and 6 through 15 of these Master Terms and Conditions and any applicable provisions specified in the Program Terms shall survive any termination of the Agreement.
11. NOTICES. Bubble Tea Media may give general notices to you by posting on any Bubble Tea Media Marketplace or any one of Bubble Tea Media 's Web Sites or by electronic mail to the e-mail address provided by you to Bubble Tea Media. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Bubble Tea Media is updated and correct.
    
    CHOICE OF LAW. The Web Site (excluding linked web sites) is controlled by Bubble Tea Media with legal representative for service in the country of Japan, U.S.A. and Canada. The Web Site can be accessed from countries around the world. As each of these jurisdictions have laws that may differ around the world, by accessing the Web Site, the user agrees that all matters relating to access to, or use of, the Web Site, or any other hyperlinked web site, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The user also agrees and hereby submits to the exclusive personal jurisdiction and venue of the courts of the Province of British Columbia and acknowledges that the user does so voluntarily and is responsible for complying with local laws.
12. ELECTRONIC SIGNATURES EFFECTIVE: Intentionally omitted.
13. OTHER. The Agreement constitutes the entire agreement between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and Bubble Tea Media regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Bubble Tea Media shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement, without Bubble Tea Media's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section 15 shall be void and of no force and effect. Bubble Tea Media and any of its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Bubble Tea Media, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect the Agreement. Bubble Tea Media may change the Agreement and/or Bubble Tea Media's Privacy Policy (as posted on or linked from an Bubble Tea Media Web Site) at any time upon notice published on any of the Bubble Tea Media Marketplaces or any one of the Bubble Tea Media Web Sites or by e-mail notification to you. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of any Program, Bubble Tea Media Marketplace, Bubble Tea Media systems or Bubble Tea Media Web Site after such notice shall be deemed to be continued acceptance by you of the Agreement and Bubble Tea Media's Privacy Policy, including, without limitation, any amendments and modifications thereto. Notwithstanding anything to the contrary in Bubble Tea Media's Privacy Policy, Bubble Tea Media may share information described in its Privacy Policy with Bubble Tea Media and/or its Affiliates, and nothing contained in the Agreement will prevent Bubble Tea Media from complying with privacy laws and regulations. Bubble Tea Media reserves the right to discontinue offering any of the Programs, Bubble Tea Media Marketplaces, Bubble Tea Media systems, and/or Bubble Tea Media Web Sites at any time. Except as otherwise specified by Bubble Tea Media, you agree that you will direct all communications relating to any Program, Bubble Tea Media Marketplace, Bubble Tea Media Distribution Network or Bubble Tea Media Web Site or your participation therein directly to Bubble Tea Media and not to any other entity. Terms used but not defined herein shall have the meanings given to such terms in the Insertion Order or applicable Program Terms. If there is any conflict between the Master Terms and Conditions and Program Terms, the Program Terms shall control.