TERMS & CONDITION

SmartAds.in does not discriminate in its advertising contracts, and it will not accept advertising intended to discriminate on the basis of race or ethnicity. Advertiser hereto affirms that nothing in this Agreement is intended to discriminate on the basis of race or ethnicity.

Any time of terrestrial broadcast on an invoice shall be accurate. Any invoice identifying Advertisements and their date and time of broadcasts, when sworn to by SmartAds.in, shall constitute an affidavit of performance or proof-of-performance. All invoices shall be deemed to be correct unless proven otherwise. Payment by Advertiser is due within 30 days after Advertiser’s receipt of invoice. If any amount is not paid when due, such amount shall bear interest at the maximum amount permitted by law. Advertiser agrees to pay all collection agency fees and expenses, and other cost of collection including reasonable attorneys’ fees and court costs, as well any taxes that are imposed on Advertiser’s Advertisements under this Agreement. If Advertiser is using an Agency in connection with any advertising placed under this Agreement, Advertiser and such Agency will be jointly and severally liable to SmartAds.in hereunder. In the event any Advertisements are purchased pursuant to a cooperative advertising arrangement, the Agency is acknowledged to be the agent of the source of the cooperative advertising funds (hereinafter called “Vendor”), and Vendor shall be jointly and severally liable with Agency and the client for payment in full of the entire cost of said announcements within the time specified and until payment in full is received by SmartAds.in. Payment by Vendor to Agency or client shall not constitute payment to SmartAds.in. Hereinafter, Vendor shall be included in the reference to “Advertiser.”

SmartAds.in is not required to display or broadcast any Advertisement for the benefit of any person or entity other than Advertiser. Unless otherwise set forth in the Agreement, the positioning and scheduling of Advertisements shall be at SmartAds.in’s discretion. All Advertisements are subject to SmartAds.in’s approval. SmartAds.in reserves the right to edit, reject or cancel any Advertisement, space or time reservation, or position commitment at any time. All Advertisements are at all times subordinate to applicable law and the terms, conditions and restrictions contained in agreements between SmartAds.in and (i) its applicable program suppliers (including networks, leagues, and teams), and (ii) other advertisers that contracted for product and/or category exclusivity or other applicable restrictions. SmartAds.in may cancel any Advertisement or portion(s) thereof to broadcast any program that SmartAds.in, in its sole discretion, deems to be of public importance or in the public interest. SmartAds.in will notify Advertiser if an Advertisement is not displayed pursuant to this paragraph, and the parties will negotiate in good faith to agree, as Advertiser’s sole remedy therefore, on a satisfactory “make good” that SmartAds.in would provide

SmartAds.in owns all right, title and interest (including, without limitation, copyright rights) in and to all advertising material and other content that is furnished and/or produced by SmartAds.in hereunder. Advertiser will not reproduce, use, or authorize any reproduction or use of any such material without SmartAds.in’s prior written consent. SmartAds.in owns all right, title and interest in and to any user or usage data or information collected via or related to any of the Advertisements or SmartAds.in’s web channels. Advertiser has no rights to any such information by virtue of this Agreement. In providing content to SmartAds.in for broadcast, Advertiser irrevocably grants SmartAds.in a non-exclusive, royalty-free license to use, distribute, and sublicense such content on the station(s), web channels, or other platforms owned and/or operated by SmartAds.in, as selected by Advertiser, including the right to authorize the distribution of broadcast signals by MVPDs on a simultaneous and no simultaneous, on-demand basis and for SmartAds.in to stream content over the Internet and via mobile apps and technology. Advertiser represents and warrants that it controls all necessary reproduction, performance and/or synchronization rights to the content furnished by Advertiser to SmartAds.in and SmartAds.in’s use of the content does not violate any third party’s rights.

SmartAds.in may terminate this Agreement at any time upon notice to Advertiser if Advertiser breaches any provision of this Agreement. Any such termination will not release the Advertiser from its obligation to pay amounts owed hereunder, which amounts will become immediately due. This Agreement is not cancelable by Advertiser, unless otherwise specified on the face hereof. Any dispute by Advertiser with any service or invoice provided by SmartAds.in shall be reported to SmartAds.in in writing within 30 days from the date of invoice relating to the same, time being of the essence (but any such dispute shall not affect Advertiser’s obligation to make payment within 30 days). Failure to report any such dispute within such time shall constitute a waiver of any claim by Advertiser with respect to such dispute. A waiver by SmartAds.in of any term, condition or agreements to be performed by Advertiser or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless signed by an authorized representative of SmartAds.in. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and to be wholly performed in said State. SmartAds.in and Advertiser hereby consent to the non-exclusive jurisdiction of the federal and state courts located in the State to which a station displaying an Advertisement is licensed by the FCC.

This Agreement is subject to all applicable laws and regulations now in force or hereafter enacted. Advertiser may not assign or transfer any of its rights or obligations. The parties intend this Agreement to be the complete statement of the terms of their agreement. This Agreement may not be changed, modified, or amended except in writing signed by both Advertiser and Gray. No course of prior dealing or usage of trade shall be relevant to amend or interpret this Agreement. Neither party will be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party. The warranties, indemnification obligations, limitations of liability and ownership rights set forth herein will survive the termination or expiration of this Agreement.

limitation of liability. SmartAds.in makes no warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose or any warranty that any advertisement will be broadcast without interruption or error. In no event will SmartAds.in be liable to advertiser for any loss, damage, or expense directly or indirectly caused by or arising out of any actual or alleged breach by SmartAds.in of this agreement, SmartAds.in’s handling of any material, or the manner in which any advertisement is broadcast, or for any indirect, incidental, consequential, special or exemplary damages, regardless of whether SmartAds.in has been advised of the possibility of such damages. The aggregate liability of SmartAds.in will be limited to, at SmartAds.in’s discretion, either: (a) the amounts paid to SmartAds.in by advertiser for the relevant advertisements, or (b) distribution of the relevant advertisement at a later time in a comparable position or time slot (as applicable).

Any notice to the user or to us shall be made by either email or regular mail. We may also give notice of changes to these Terms & Conditions or other matters related to SmartAds.in by displaying notices to Users on the Service.

These Terms & Conditions and the relationship between User and SmartAds.in shall be governed by the laws of the State of Maharashtra, without regard to its conflict of law provisions. User and SmartAds.in agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Maharashtra.

SmartAds.in shall reserve the sole discretion and irrevocable right to offer / not offer schemes / services / products / new features / discounts / promotional packages on its web site exclusive to any existing or future media, known or unknown mode and vice versa. Offer cannot be clubbed with any other offer, Limited time offer. Offer can be withdrawn without notice.

SmartAds.in shall reserve the exclusive right to cancel any content whatsoever from being published or reflected on its website or in any other mode.

No particular page/position shall be guaranteed by the Website / Portal to its clients for any advertisement.

Please help us keep the SmartAds.in site an enjoyable experience for all Users. If users observe materials or behavior that may violate or are in violation of the SmartAds.in Terms & Conditions, users are requested to contact SmartAds.in at [email protected] to inform us accordingly.