Terms and Conditions of SPARK Media’s Online Sales Agreement/Insertion Order:

These Terms and Conditions (“Terms”) are the Agreement:

BETWEEN:

(i) The party to the applicable insertion order (“IO”), being the Agency or Client Direct where no Agency stated, as stated on the IO (whether acting as principal or agent) (“Client”);

(ii) Spark Media a division of CPT Limited. (Registration Number 1971/004223/06) (“Spark Media”) with registered address Block 3, Burnside Island Office Park, 410 Jan Smuts Avenue, Craighall Park, Johannesburg, South Africa, 2196;

hereinafter also individually referred to as a “Party” or collectively as the “Parties”

for the rendering of advertising (“Ad”) across multiple advertising platforms and participating websites (“Platforms”) including but not limited to online, mobile and television platforms, campaign management, creative development or the providing of educational training and insights services (“Services”).

By signing an IO or by using any of our Services including content or information provided as part of the Services, the Client acknowledges and agrees to the Terms and other terms and conditions stated on the IO and agrees to be bound thereto as the agreement between the Parties (“Agreement”)

Now therefore, it is agreed as follows:

DEFINITIONS

The following words have the meanings set out next to them:

“Ad” means any advertisement provided by Client on behalf of a Client.

“Advertising Materials” means artwork, copy, or active URLs for Ads.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

Agency” means the advertising Agency listed on the applicable IO, or in the case of no Agency being in play on        the IO, the T’s & C’s applicable to Agency will default and be applicable to “Client” with such “Client” being the             contracted party.

“CPA Deliverables” means Deliverables sold on a cost per acquisition basis.

“CPC Deliverables” means Deliverables sold on a cost per click basis.

“CPL Deliverables” means Deliverables sold on a cost per lead basis.

“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.

“Deliverable” or “Deliverables” means the inventory delivered by Spark Media (e.g., impressions, clicks, or other desired actions).

“IO” means a mutually agreed insertion order that incorporates these Terms, under which Spark Media will             deliver Ads on Sites for the benefit ofAgency or Client.

Spark Media means the publisher listed on the applicable IO.

Spark Media Properties” are websites or digital media properties specified on an IO that are owned, operated, or             controlled by Spark Media.

“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Spark             Media, but on which Spark Media has a contractual right to serve Ads.

“Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Spark Media’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising         Materials due dates.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant,             contractor, agent, and/or attorney.

“Site” or “Sites” means Spark Media Properties and Network Properties.

“Terms” means these Standard Terms and Conditions for Internet Advertising Media Buys

“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Spark Media, Agency, Client, and any Affiliates or Representatives of the foregoing are not Third Parties.

“Third Party Ad Server” means a Third Party that will serve and/or track Ads.

  1. The Terms shall be read in conjunction with the IO, if there is a conflict the IO shall take precedence, but only to the extent to which the conflict relates.
  2. Each IO must be in the form as required by Spark Media. Spark Media shall endeavour to accept the IO within 2 business days of receipt, or make commercially reasonable efforts to notify the Client within two (2) business days of receipt of an IO signed by the Client if the specified inventory is not available. Acceptance shall either be in writing or by the first Ad impression delivered by Spark Media pursuant to the IO. Revisions to the IO shall not be binding unless signed by both Parties. Spark Media may deviate from an IO if agreed to by the Client or where Spark Media is acting in a manner it reasonably considers to be in the interests of the Client.
  3. Within 2 business days of acceptance of an IO, Spark Media shall provide to the Client final technical specifications for the Services. If those specifications change after that period then the Client may suspend the start date of the Ad by a reasonable period to allow it to (i) provide a revised Ad; (ii) request that Spark Media resize the Ad at Spark Media’s cost; (iii) agree to a comparable replacement in good faith; or (iv) failing, within 5 business days, cancel the then remainder of the IO without penalty.
  4. All IO’s shall not be legally binding between Spark Media and the Client until such time as Spark Media has received approval from its 3rd party partners(“Partners”) or by the first Ad impression delivered by Spark Media pursuant to the IO.
  5. Spark Media shall endeavour to provide the Client 5 business days’ notice if Spark Media becomes aware of any material changes to the Platform that may potentially materially change the target audience or significantly affect the size or placement of any Services (“Website Modification”) in an effected IO. If Spark Media gives Website Modification notice or if no Website Modification notice is given but facts exist that reasonably entitle the Client to such a notice, then the Client, as its sole remedy, may cancel the then remainder of the IO in writing and in such case shall not be charged for any affected Ad delivered after the giving of such notice by the Client provided it gives written notice to Spark Media within 5 days of either the notice or it becoming aware of the relevant facts. Notwithstanding Website Modification, the Client may not be entitled to cancel where the Services concerned are to be rendered earlier than 10 days from the date of the acceptance of the relevant IO.
  6. Spark Media shall provide the Client with such reports as stipulated on the IO, or the Client may reasonably require from time to time.
  7. The Client shall procure that all services shall comply with Spark Media’s policies, criteria and specifications from time to time including as to content, technical specifications, privacy, user experience, public image, obscenity and indecency. Spark Media may remove, or suspend, any Services that Spark Media determines as non-compliant, or as Spark Media is instructed to remove by its Partners, within their sole discretion. Such removal shall constitute an immediate cancellation of such IO with no further obligations owing by either party to each other. Spark Media reserves the right to decline an IO within its sole discretion and there shall be no requirement on Spark Media to submit details and the reason for such decline.
  8. Save for payment obligations, neither Party shall be liable for delay or default in the performance of its obligations to the other party if such delay or default is caused by conditions beyond its reasonable control not occasioned by its fault or negligence or breach of any obligation arising in terms hereof. An affected Party’s obligations shall be suspended for the duration of the aforegoing circumstances. If those circumstances persist for longer than one month, then the other Party may cancel the relevant IO.
  9. The prices stated in the Insertion Order are computed at Spark Media’s exchange rate for the month, which rate is obtainable from the Finance Manager of Spark Media on (+27 21 001 2400). Spark Media reserves the right to change this rate from time to time and including revising the amounts stated on the IO at any time prior to acceptance by the Client or prior to the campaign start date as detailed on the Insertion Order.
  10. The Client grants to Spark Media a worldwide, royalty free license to use the Ad and any logo, trade name, trade mark, brand name, logo or domain name associated therewith for the purposes of fulfilling its obligations in respect of any IO.
  11. Client agrees that, whilst Spark Media uses reasonable efforts to prevent click fraud, Client shall have no claim of any nature whatsoever against Spark Media in the event of any click fraud arising in respect of the Ads.
  12. Compliance with IO. Spark Media will comply with the IO, including all Ad placement restrictions, and, will attempt to create a reasonably balanced delivery schedule. Spark Media will provide, within the scope of the IO, an Ad to the Site specified on the IO.

Advertising Agency Commission

13   Spark Media’s advertising Agency commission would be restructured with effect from 1 May 2016. The fee       payable to accredited advertising agencies would be 15.5% and to unaccredited advertising agencies would be   14%. Spark Media would allow an additional 1.5% discount for timely settlement. This would only apply where     there are no individually negotiated arrangements to the contrary. Spark Media current rate cards would remain     unchanged until further notice.

Payment

  • The Client shall pay to Spark Media the amount stated on the IO (plus VAT thereon) for the services as per the Spark Media credit application as signed by both Parties.
  • It is acknowledged that from time to time clients request Spark Media quote their order/unique number or CI (Copy Insertion) on Spark Media’s invoice or other documentation. Spark Media will always endeavour to assist in this regard but it is expressly noted and agreed that this is an administrative process and as a courtesy to the Client. If such request is not carried out or not carried our correctly or completely, this does not detract from the Client’s obligations in terms of the Agreement and/or the agreed credit terms and liability to pay Spark Media within such agreed credit terms.
  • The credit terms agreed with the Client by Spark Media are firm and not subject to the Client being paid by any other party, including its client.
  • Where the Client requests Spark Media to credit and re-invoice or Spark Media requires an invoice to be credited and re-invoiced, whether in whole or part, for a campaign previously invoiced, the credit terms and period shall run from date of original invoice and not from the date of re-invoice
  • Should the Client fail to pay any amount by its due date or otherwise breach any obligation it owes to Spark Media, Spark Media may (as one of its remedies) suspend the Services.
  • Interest at the prime interest rate charged by Spark Media’s nominated bank plus 2% shall accrue on all overdue amounts from the due date until date of payment.
  • A certificate by any director of Spark Media, whose appointment authority need not be proved, shall be prima facie proof of the amount of the Client’s indebtedness to Spark Media for purposes of obtaining summary judgment or provisional sentence.
  • In the event of Spark Media instructing its attorneys to recover monies from the Client, the Client shall be liable for and shall pay all legal costs incurred by Spark Media on an attorney/client scale, inclusive of collection commission.
  • Spark Media may, from time to time, change the basis of billings as specified within the Terms or on the respective IO’s where Spark Media is acting in a manner it reasonably considers to be in the interests of the Client or Spark Media and the Client expressly acknowledges and agrees to make payment based thereon, which at date of implementation of the Terms, is that invoices are raised on the Client for campaigns to be run for the month. Spark Media may, at its sole discretion, change its basis of invoicing from time to time without notification

to the Client. The exercising of this right by Spark Media shall not affect the Client’s obligation to settle   outstanding amounts as per the Terms.

Representation

  • Where the Client is represented by an agent or is located outside of South Africa, Spark Media may require the Client to confirm that agent’s representative capacity and may impose further conditions to Spark Media’s acceptance of the IO, including advance payment.
  • The Client represents and warrants that it has the authority as agent to bind the Client to these Terms and each IO. The Client agrees to defend, indemnify and hold harmless Spark Media, its affiliates and their respective parties from any and all losses incurred as a result of the Client’s breach of any obligations to Spark Media or any other Party.

Reporting

  1. Confirmation of Campaign Initiation. Spark Media will, within two (2) business days of the start date on the IO, provide confirmation to Client, either electronically or in writing, stating whether the components of the IO have begun delivery.
  2. Spark Media Reporting. If Spark Media is serving the campaign, Spark Media will make reporting available as agreed to on the IO. Once Spark Media has provided the online or electronic report, it agrees that Client is             entitled to reasonably rely on it, subject to provision of Spark Media’s invoice for such period.
  3. Make goods for Reporting Failure. If Client informs Spark Media that Spark Media has delivered an incomplete or inaccurate report, or no report at all,Spark Media will cure such failure within five (5) business days of receipt of such notice. Failure to cure may result in non-payment for all activity for which data is incomplete or missing until Spark Media delivers reasonable evidence of performance; such report will be delivered within 30 days of Spark Media’s knowledge of such failure or, absent such knowledge, within 180 days of delivery of all Deliverables.

Cancellations

  1. The Client may cancel any IO, without penalty, if notice is given to Spark Media more than 30 days prior to the campaign start date as stipulated in the IO. If a shorter cancellation notice is given then the Client is liable to       Spark Media for the cost of those Ads scheduled to be rendered during the 30 day period following the notice.   For clarity and by way of example, if the Client cancels the IO 15 days prior to the serving of the first       impression, the       Client will only be responsible for the first 15 days of the IO;
  • however, Non-standard CPM advertising placement IO’s, including but not limited to sponsorships, newsletters, promo-mailers and packaged offers may be cancelled by the Client at any time. Notwithstanding the aforesaid, the Client will be held accountable for the full value of the placement for its entire duration as stipulated in the IO.
  • Should the Client insist on a waiver of the cancellation notice period, i.e. immediate cancellation of the campaign, Spark Media will be entitled to hundred percent (100%) of the IO value, i.e. the full IO value will be payable.

Campaign Postponement

  1. Spark Media reserves the right to reject any advertisement that is improper, immoral or unlawful. The client will be duly informed of such decision and allowed 48 hours to rectify the advertisement, failing which the client will remain liable for the total campaign value while Spark Media will not be liable to serve any advertising on such campaign until the rectified material has been received.   Where it is able to accommodate postponement requests, received from the Client in writing and that explicitly state postponement dates, Spark Media shall endeavour to execute such postponement in accordance with the request received.
  2. Any postponement shall be subject to inventory availability within the new campaign date range and should insufficient inventory be available, Spark Media shall afford the Client inventory on an alternative environment, save that The Client shall remain liable for the full campaign billing value as per the original IO (without the consideration of any discount or credits) irrespective of whether or not the Client agrees to the alternative inventory offered by Spark Media.
  3. Billing and payment of all fees shall be as per the original IO campaign dates and shall not be amended in respect of the postponement dates.
  4. Should the Client opt to cancel the IO after requesting a postponement, albeit such cancellation is affected prior to, or within, the postponed campaign period, the cancellation shall revert back to the original campaign commencement date and any cancellation fees shall be determined as from the original campaign start date.

Termination

  1. Either Party may terminate an IO at any time if the other Party is in material breach of its obligations under these Terms, any IO or any policy (as contemplated below) and that breach, if it can be cured, is not cured within 10 days after written notice thereof.
  2. If the Client breaches any policy on three separate occasions after having received notice of such breach, then Spark Media may terminate the IO associated with such breach upon written notice even if such breach has been cured by the Client.

AD Material and Late Material Supply

  1. Material is deemed to be supplied late by the Client, when such material is delivered to Spark Media less than 5 (five) business days prior to the rendering of the first Ad contemplated in the IO (“the Late Material”).
  2. Whilst Spark Media shall endeavour to implement the Late Material in time to render the first Ad contemplated in the IO, Spark Media shall not in any event whatsoever be held liable to the Client or any third party should the first Ad not be rendered by the specified campaign start date as per the IO.
  3. Spark Media shall not be held liable by the Client and/or any third party for any reason whatsoever in the event that the supply of the Late Material effects Spark Media’s ability to meet its obligations as per the IO, save that Spark Media shall use its reasonable commercial endeavours to meet the IO delivery requirements for CPM campaigns. The Client shall remain liable for the full payment of the IO, notwithstanding Spark Media’s failure to meet its delivery obligations as a result of the Client’s supply of the Late Material.
  4. However, if the Client supplies Late Material to be implemented in respect of Nonstandard CPM advertising placement IO’s, including but not limited to sponsorships, newsletters, promo-mailers and packaged offers, the Client shall forfeit those days affected by the supply of the Late Material with no recourse whatsoever, and the Client shall remain liable for the full IO value, including such forfeited placements.
  5. Notwithstanding paragraph 34 above, Spark Media shall, inventory permitting, use its reasonable commercial endeavours to deliver as per the original IO requirements, save that Spark Media shall not be held liable in any circumstances whatsoever, nor shall the Client be entitled to withhold any payments due to Spark Media, should Spark Media be unable to find suitable replacement inventory and/or placements.
  6. Submission. Client will submit Advertising Materials in accordance with Spark Media then-existing Policies.
  7. Late Creative. If Advertising Materials are not received by the IO start date, Spark Media will begin to charge the Client on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, for each full day the Advertising Materials are not received. If Client’s Materials are late based on the        Policies, Spark Media is not required to guarantee full delivery of the IO. Spark Media and Client will             negotiate a resolution if Spark Media has received all required Client’s Materials but fails to commence a             campaign on the IO start date.
  8. Compliance. Spark Media reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags,             JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Spark Media’s       sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative            order. In addition, SPARK Media reserves the right within its discretion to reject or remove from its Site any Ads      for which the Clients Materials or the website to which the Ad is linked are, or may tend to bring, disparagement,           ridicule, or scorn upon SPARK Media or any of its Affiliates (as defined below), provided that if SPARK Media        has reviewed and approved such Ads prior to their use on the Site, SPARK Media will not immediately remove      such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising   Materials from Client.
  9. Damaged Creative. If Clients Materials provided by Client are damaged, not to SPARK Media’s specifications, or otherwise unacceptable, SPARK Mediawill use commercially reasonable efforts to notify Client within two (2) business days of its receipt of such Advertising Materials.
  10. No Modification. SPARK Media will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Client’s approval. SPARK Media will use all Ads in strict compliance with these Terms        and any written instructions provided on the IO.
  11. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
  12. Trademark Usage. SPARK Media, on the one hand, and Client and Client, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press             release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.

Makegoods and Bonus Impressions (Including 3rd Party Ad Serving)

  1. SPARK Media’s sole liability to the Client for any non-delivery of any deliverables in respect of any service or IO shall be to provide the Client with a credit equal to the value of the under-delivered portion of the IO. Alternatively, an agreement may be reached with the Client to extend the campaign end date or service in order for the service to be fulfilled.
  2. SPARK Media shall allow for a maximum 10% delivery discrepancy and where it is deemed warranted in SPARK Media’s sole discretion, Spark Media shall deliver bonus impressions, to a maximum of 10% of the originally booked services. No bonus or discrepancy allowances will be applicable to any sponsorship campaigns whatsoever.
  3. Although Spark Media affords the Client the ability to utilise third party delivery platforms and technologies, Spark Media reserves the right to decline those Platforms and/or technologies it deems (in its sole discretion) to have a negative impact on Spark Media’s trading, delivery and/or functionality. Spark Media shall notify the Client in writing of its election to decline such third party delivery platforms and technologies and any affected IO will be cancelled with immediate effect and no further obligations shall be owed by either Party to the other from the time of the aforesaid cancellation.
  4. Spark Media shall make all commercially reasonable efforts to ensure that the delivery between Spark Media’s ad serving technology and those of the client, including third party delivery platforms and technologies, correspond. If a discrepancy occurs the parties will facilitate a reconciliation effort between Spark Media and the Clients measurements. For the avoidance of doubt, and as final arbitration, Spark Media and the Client agree that Spark Media’s ad serving technology and reporting will be considered as correct.

Liability

  1. Each party (“the indemnifying party”) indemnifies and holds the other party (“the other party”) harmless against any claims or liability or damages arising on the part of the other party from any breach by the indemnifying party of any obligation imposed on it in any IO, these Terms or in law.
  2. If notwithstanding any of the aforegoing, Spark Media is found to be liable to the Client for any amount or claim hereunder, such liability shall never exceed the lesser of the amount that the Client paid to Spark Media in the 3 months immediately preceding the date the liability arose or the proceeds available from any insurance procured by Spark Media in relation thereto (if any).
  3. In no event shall either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of these Terms or any IO.

Confidentiality

  1. The parties shall treat all information, in whatever form and howsoever recorded, that may reasonably be argued to have commercial value that a Party receives from the other Party as a result of this Agreement (“confidential information”), as private and confidential and safeguard it accordingly. The Parties furthermore agree not to use or disclose or divulge or copy or reproduce or publish or circulate or reverse engineer and/or decompile or otherwise transfer, whether directly or indirectly, any confidential information to any other person and shall take all such steps as may be reasonably required to prevent confidential information falling into the hands of unauthorised persons unless required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (i) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (ii) enforce this Agreement; (iii) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government Client;
  2. Furthermore, Spark Media specifically agrees not to:
    1. Use the administration rights they have to any Client owned social media platform (including and not limited to Twitter and LinkedIn) for their own gain or to make any unauthorized change on any of these platforms;
    2. Disclose any information pertaining to said social media platform to any third party outside of this agreement; and
    3. Share any of the login details provided to them with anyone outside of the campaign manager and sales executive assigned to the Client.

Non-disclosure, data usage and ownership, privacy and laws

  1. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
  2. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court of law or other regulatory body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
  3. Additional Definitions. As used herein the following terms shall have the following definitions:
  4. “User Volunteered Data” is personally identifiable information collected from individual users by Spark Media during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Client.
  5. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
  6. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g.,        number of impressions, interactions, and header information), but excluding Site Data or IO Details.
  7. “Site Data” is any data that is (A) preexisting Spark Media data used by Spark Media pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Spark Media, Spark Media’s Site, brand, content, context, or users as such; or (C) entered by users on anySpark Media Site other than User Volunteered Data.
  8. “Collected Data” consists of IO Details, Performance Data, and Site Data.
  9. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes   other than performance of the IO.
  10. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Clients and precludes identification, directly or indirectly, of an Client.
  11. Use of Collected Data.
    1. Unless otherwise authorized by Spark Media, Client will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Spark Media or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii).
    2. Unless otherwise authorized by Client, Spark Media will not: (A) use or disclose IO Details of Client, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Client, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.
  12. Client and Spark Media (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
  13. User Volunteered Data. All User Volunteered Data is the property of Client, is subject to the Client’s posted privacy policy, and is considered Confidential Information of Client. Any other use of such information will be set forth on the IO and signed by both parties.
  14. Privacy Policies. Client, and Spark Media will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Spark Media, on the one hand or Client, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.
  15. Compliance with Law. Client, and Spark Media will at all times comply with all Republic of South Africa laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
  16. Agency Use of Data. will not: (i) use Collected Data unless Client is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Client is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Client shall not prohibit A from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Spark Media on behalf of such clients or potential clients, for the purpose of media planning.

Facebook Grey Account (“FGA”) Specific Terms

  1. Spark Media will provide secure login details, including but not limited to a username and password (“Logins”) for the FGA to the Client.
  2. The Client will not be able to change the Logins supplied by Spark Media.
  3. The Client will have complete control of its own spend and the information captured in the FGA will be seen as accurate and correct at all times.
  4. The amount billed by Spark Media to the Client will be based on the spend in the previous month.
  5. On the first working day of the new month Spark Media will compile a report on spend for the previous month.
  6. Spark Media will raise an invoice to the Client based on this report and send to the Client within the first 3 business days of the month.
  7. All invoices relating to the FGA will be paid strictly 30 days from invoice date by the Client. Failure to do so will result in the FGA Logins being revoked, or suspended, and the Client shall remain liable to Spark Media for obligations pursuant to spend on the FGA up to such a point.
  8. Any discrepancies on or with the FGA are the Client’s responsibility to resolve with Facebook. Such discrepancies do not warrant the Client from withholding payment of Spark Media invoices for the FGA.

General Terms

  1. Each party warrants to the other party that it has the expertise, experience and required licenses and permissions to fulfil its obligations in terms of these Terms and any IO.
  2. The Client may not resell, assign or transfer any of its rights or obligations hereunder.
  3. All terms and provisions of these Terms and each IO shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.
  4. These Terms, the relevant IO and the Client’s Credit Application approved by Spark Media, constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO.
  5. An IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
  6. Any claims, legal proceeding or litigation arising in connection with any IO or these Terms shall be subject solely to the jurisdiction, and laws, of the courts of the Republic of South Africa
  7. No amendment to the IO or these Terms will be effective and enforceable unless it is in writing and signed by a director of Spark Media, irrespective of whether the IO and these terms has been executed in part or in full. Delivery by Spark Media in terms of an IO, shall not constitute acceptance of any modifications or changes to these Terms as requested by the Client
  8. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
  9. The parties do respectively nominate and appoint the addresses set forth in each relevant IO as the domicilia citandi et executandi for all purposes arising from or incidental to this Agreement.
  10. The Parties acknowledge and agree that the terms of the National Credit Act and the Consumer Protection Act do not apply to this Agreement.

Updated on 28 June 2016