General Terms and Conditions
This Agreement (as defined below) is entered into by you, being the Advertiser
(as defined below) and COVERGLOBE SOLUTIONS S.A. (hereinafter “CoverGlobe”), a Swiss
joint-stock company, with its registered office located at Route de Gingins 2, 1275
Chéserex, Switzerland.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND ACCEPT THE PRESENT GENERAL
TERMS AND CONDITIONS
Definitions
In this Agreement:
"Advert" means an advertisement, as an image provided by an Advertiser
to be included in a Puzzuka™ Puzzle, Puzzuka™ is a CoverGlobe’s initiative.
"Advertiser" means anyone, including, but not limited, to an individual,
company or organisation who has purchased one or several Puzzuka™ Packages. This
includes advertising agencies acting on behalf of a Advertiser, in which case this
Agreement transfers to the Advertiser through the agent;
"Advertiser Account" means the central account that Advertisers
log into within CoverGlobe’s system, which contains details of their Adverts, the
Services to which they have subscribed and the information that they have supplied
regarding them or their company;
"Affiliates" means any of CoverGlobe’s affiliated companies, or
any other person or business which has, or in which CoverGlobe Solutions S.A. has,
a direct or indirect interest;
"Agreement" means the General Terms and Conditions; the relevant
Special Terms and Conditions; and such other terms and conditions as may be notified
to you by us from time to time;
"Intellectual Property Rights" means all intellectual property
rights of any nature whatsoever, whether registered or unregistered including, without
limitation, patents, copyrights, performer’s rights, recording rights, moral rights,
trademarks, designs, know-how, database, source code and rights in Confidential
Information;
"Interaction" refers to the moment during which a Player plays
a Puzzuka™ Puzzle. This entails that the Player navigates to the website
www.puzzuka.com and interacts with an Advert matched according to the Puzzuka™
Player’s profile. From an Advertiser’s point of view, an interaction is the delivery
of their Advert to a Puzzuka™ Player that matches the Advertiser’s pre-determined
criterions;
"Player" means an individual who plays a Puzzuka™ Puzzle.
"Puzzuka™ Package" refers to blocks of advertisement spaces
that can be purchased by the Advertiser. Each Puzzuka™ Package contains a certain
number of Puzzuka™ Puzzles. One Advert can be uploaded per Puzzuka™ Package.
"Puzzuka™ Package Price" is the price paid by the Advertiser
to upload an Advert in a selected number of Puzzuka™ Puzzles. Said Puzzuka™ Package
Price varies according to the number of Puzzuka™ Puzzles selected by the Advertiser.
Each package contains a specific number of advertisement spaces, each being delivered
to one Puzzuka™ Player. Delivery constitutes sufficient criteria that the service
has been provided;
"Puzzuka™ Puzzles" refers to the advertisement space where
the Advertiser uploads its Advert.
"Order" means the request for Puzzuka™ Package and CoverGlobe services
selected on the CoverGlobe website, www.coverglobe.com.
This is presented in detail on the Payment page of the website, and submission of
this page constitutes a valid order and acceptance of the present terms and conditions;
"Services" means the services subscribed to by an Advertiser to
be provided by CoverGlobe under this Agreement, which the Advertiser has selected
on CoverGlobe’s Websites, or in discussion with CoverGlobe’s staff. This could be
the delivery of Adverts as part of a Puzzuka™ Puzzle, or it could be additional
services that may be offered from time to time, including but not limited to, the
placement of adverts on any of CoverGlobe's Websites, email advertising, targeting
of specific marketing segments, etc.;
"Websites" means the websites run by CoverGlobe or a parent or
subsidiary companies, from time to time, which are used to offer CoverGlobe’s Services
on the Internet (as amended from time to time and identified on the
www.coverglobe.com website).
This being said, the parties hereby agree as follows:
I.
OBJECT
This Agreement governs the relations between CoverGlobe and the Advertiser within
the framework of the Services provided by CoverGlobe intended to deliver an Advert
through a selected number of Puzzuka™ Puzzles.
Within this framework, the Advertiser will submit an Order to CoverGlobe to add
its Adverts to the allocated number of Puzzuka™ Puzzles.
II.
COVERGLOBE’s SERVICES
II.1 CoverGlobe provides the platform to deliver Puzzuka™ Puzzles over the
Internet, and the mechanism to allow Advertisers to integrate their Adverts into
Puzzuka™ Puzzles.
The Advertiser’s Advert is then matched with a Puzzuka™ Player.
II.2 Adverts shall be delivered in a linear round-robin fashion that attempts
to deliver adverts for all CoverGlobe’s subscribers equally, on a first-come, first-served
basis. No subscriber shall be given preferred delivery, unless they have paid for
it.
II.3 CoverGlobe shall not be held responsible for peaks in demand or irregularities
of any nature that render its systems incapable of delivering Adverts on request.
The Advertiser understands that such irregularities are part of the nature of Internet
technologies and that its Adverts will continue to be delivered at the next available
opportunity.
II.4 CoverGlobe does not provide any warranty, condition, guarantee or representation
with its services, except as relates to the delivery of Adverts in Puzzuka™ Puzzle
according to the demand of Puzzuka™ Players, and according to the constraints of
the Internet.
CoverGlobe does not guarantee the quality or budget of the Puzzuka™ Players who
views Advertiser’s Adverts.
III.
FEES AND PAYMENT
III.1 In consideration of the Services selected by the Advertiser and provided
by CoverGlobe, the Advertiser shall pay CoverGlobe the Puzzuka™ Package Price (plus
any applicable VAT or sales tax) by bank deposit, direct debit, PayPal Service or
credit card (including Mastercard, VISA and American Express).
CoverGlobe shall send to the Advertiser an invoice via email (to the email address
supplied by the Advertiser for such purposes) following the submission of the Order.
The amount of the invoice shall be based on the Puzzuka™ Package chosen and any
other services the Advertiser has selected. Each Puzzuka™ Package corresponds to
a set number of Puzzuka™ Puzzles.
The Advertiser shall pay the invoice in full within 10 (ten) days after the receipt
of the invoice (the "Due Date"). In case the invoice is not settled at
the Due Date, CoverGlobe may, at its sole discretion, terminate this Agreement without
prior notice.
No services will be activated until payment is received in full and until full
verification of the Adverts content.
III.2 CoverGlobe’s Services require the reservation of Puzzuka™ Package for
use by the Advertiser, which means that once reserved, the Puzzuka™ Package becomes
unavailable to other potential Advertisers. Therefore, amounts paid by the Advertiser
will not be refunded except in special circumstances to be determined by CoverGlobe,
at its sole discretion.
III. 3 CoverGlobe reserves its right to change Puzzuka™ Package Prices which
shall be effected by the changes notified on our Websites.
IV.
ADVERTISER’S RIGHTS AND OBLIGATIONS
IV.1 The Advertiser hereby warrants that it is the owner of all the Intellectual
Property Rights in the Adverts and in its trademark/logo and undertakes not to upload
in the Websites any element which may infringe the right of any third party. The
Advertiser is therefore entitled to grant CoverGlobe the licence described below
on the Adverts.
IV.2 In this frame, the Advertiser hereby grants CoverGlobe an irrevocable
non-exclusive worldwide licence to publish Adverts and its trademark/logo and details
pertaining to its Adverts, on the Websites and other materials, and to link to the
Websites that the Advertiser supplies as part of its Advert with CoverGlobe.
This licence will perpetuate for the full Term of this Agreement, as determined
by XIV and is not subject to any remuneration by CoverGlobe.
IV.3 The Advertiser shall upload its Advert to the Puzzuka™ Puzzle Package
to which it has subscribed, which shall include, without limitation, JPG or PNG
advertisement image files, full company name and contact details (including a valid
contact email address), and a website url that the Advert should link to, in accordance
with the sign up procedures required by CoverGlobe on its Websites.
IV.4 The Advertiser acknowledges and agrees that CoverGlobe retain full editorial
control over all Adverts on its Websites.
IV.5 The Advertiser shall not say anything to the Puzzuka™ Players or any
third party to suggest that it is acting on behalf of CoverGlobe or that CoverGlobe
has approved of or endorsed its goods or services.
V.
COVERGLOBE’S RIGHTS AND OBLIGATIONS
V.1 The positioning, placement and appearance of the Advertiser’s Adverts
on the Websites and other materials is to be determined by CoverGlobe at its sole
discretion.
V.2 CoverGlobe reserves its right to refuse any application from an Advertiser
to subscribe to Puzzuka™ Puzzle Packages or for its Services.
V.3 Unless specifically agreed between the parties, CoverGlobe does not grant
the Advertiser exclusivity to advertise and promote a category of goods and services
that it offers to Puzzuka™ Players.
V.4 CoverGlobe reserves its right to change the structure and content of
its Websites at any time.
V.5 CoverGlobe further undertakes to deploy all resources necessary to carry
out the Services referred to in this Agreement.
VI.
INTELLECTUAL PROPERTY RIGHTS
CoverGlobe is the sole and exclusive owner of all the Intellectual Property Rights
relating to Puzzuka™, Interaction and Services as defined under this Agreement as
well as those directly or indirectly connected with Puzzuka™, an Interaction and
the Services provided by it.
The Advertiser undertakes to comply with CoverGlobe’s Intellectual Property Rights
and to ensure compliance with them by its employee even after the expiry of the
contractual relations.
VII.
DATA PROTECTION
CoverGlobe follows strictly the provisions for the protection of privacy contained
in the Swiss Data Protection Law.
CoverGlobe warrants that it will not sell or disclose the Advertiser’s personal
data and that it will keep them confidential, except as stated in COVERGLOBE’S DATA
PROTECTION AND PRIVACY POLICY and in XIV below.
Advertisers agree to be bound by
COVERGLOBE’S DATA PROTECTION AND PRIVACY POLICY (www.coverglobe.com/Privacy.aspx).
VIII.
CLAIMS OF COPYRIGHT INFRINGEMENT
If any third-party believes that its work has been copied in a way that constitutes
copyright infringement, please provide CoverGlobe’s copyright agent the written
information specified below:
- An electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that it claims
has been infringed upon;
- A description of where the material that it claims
is infringing is located on the Website;
- Its address, telephone number, and e-mail address;
- A statement by it that it has a good-faith belief
that the disputed use is not authorized by the copyright owner, its agent, or the
law;
- A statement by it, made under penalty of perjury,
that the above information in its notice is accurate and that it is the copyright
owner or authorized to act on the copyright owner's behalf.
This information should be sent to:
Copyright Agent
Coverglobe SolutionsS.A.
Route de Gingins 2
1275 Chéserex, Switzerland
Tel: +4122 369 1812
Fax: +4122 369 1814
Email: admin@coverglobe.com
IX.
PROHIBITED USES
CoverGlobe services and Puzzuka™ may be used for lawful purposes only.
Transmission, storage, or distribution of any information, data, or material in
violation of any applicable law or regulation is prohibited.
This includes, but is not limited to: copyrighted material; trademarks; trade secrets
or other intellectual property rights used without proper authorization; material
that is obscene, defamatory, constitutes an illegal threat, or violates export control
laws.
Material delivered by the Advertiser via CoverGlobe’s Websites and onto
www.puzzuka.com must be appropriately and legally viewed and used by all ages.
In this frame, CoverGlobe does not allow:
- Any Adverts to promote adult products, including
but not limited to, the presentation or display of information or data pertaining
to or about tobacco, alcohol or narcotics;
- Any Adverts to contain or display weapons and/or
any form of violence;
- The association of any CoverGlobe’s Services with
any adult material of any sort. This includes, but is not limited to, such things
as nudity, any site, page, image or service requiring any adult verification service,
anything that says you must be 18 or older to view or join or access, and any text,
image or likeness suggesting sexual and/or inappropriate and/or illegal acts of
any sort;
- Any Adverts to contain or display pornography, adult
novelties, adult toys, XXX material, Gorean, bondage, BDSM, anything illegal, bigotry,
racism, hatred, profanity, mail fraud, pyramid schemes, gambling, or any material
which may be insulting to another person(s) or company, or depicts the exploitation
of minors (children under 18 years of age). No spamming allowed, no harassing, threatening
or illegal activities and
- Excessive media files and
- Violations of system or network security.
X.
INDEMNIFICATION
The Advertiser shall indemnify and defend CoverGlobe and Affiliates from and against
any claims, losses, liabilities, expenses, damages and settlement amounts incurred
by CoverGlobe from the breach of this Agreement by the Advertiser.
The Advertiser will also indemnify and hold CoverGlobe harmless from and against
any claims brought by third parties arising out of the Advertiser use of the CoverGlobe’s
Services.
XI.
DISCLAIMER
IX.1 CoverGlobe does not verify, endorse, or otherwise vouch for the contents
of any Advertiser’s website using a CoverGlobe’s Services. The owners of these sites
are responsible for everything contained on their sites and in their services.
IX.2 CoverGlobe disclaims all warranties or representations, express or implied,
oral or written, including, without limitation, warranties of merchantability, fitness
for a particular purpose, title or non-infringement.
IX. 3 CoverGlobe does not warrant that its services are error-free or that
they will operate without interruption nor does CoverGlobe make any warranty with
respect to the quality, reliability, timeliness or security of its services.
IX. 4 CoverGlobe makes no guarantee as to the availability of Service and
is not responsible for any loss of information resulting from deletion of Services,
network or system outages, file corruption, or any other reasons.
XII.
LIMITATION OF LIABILITY
CoverGlobe shall not be liable for any special or consequential damages arising
out of any consequential breach of this Agreement or in furtherance of the provisions
or objectives of this Agreement, regardless of whether such damages are based on
tort, warranty, contract or any other legal theory, even if advised of the possibility
of such damages. Notwithstanding such limitation, nothing in this Agreement shall
exclude or restrict CoverGlobe liability for fraud or fraudulent misrepresentation
resulting from negligence or intentional conduct.
In no event will CoverGlobe be liable for amounts greater than actually received
under this Agreement in the 6 (six) months preceding the date that any cause of
action arises.
XIII.
CONFIDENTIALITY
CoverGlobe and the Advertiser shall not disclose confidential information of the
other party to any third party without prior written consent.
CoverGlobe and the Advertiser further undertakes:
- not to disclose to any third party the results obtained
within the framework of performance of this Agreement, or any document be it technical,
scientific and commercial data or other related information;
- not to disclose to any third party business secrets,
such as, particularly, technical information, prices, quantities ordered;
- to disclose to their employees only such information
as is reasonably necessary for the due performance of this Agreement; and
- to ensure that their employees and their authorised
subcontractors comply with the confidentiality clauses of this Agreement.
The confidentiality undertaking does not apply to information or documents CoverGlobe
and the Advertiser can show are already in the public domain or those they were
aware of prior to disclosure by the other party.
The confidentiality undertaking applies worldwide and for an unlimited duration,
such that the CoverGlobe and the Advertiser will remain subject to it after the
end of the present Agreement.
XIV.
ASSIGNMENT
The Advertiser shall be entitled to assign or transfer its rights and/or obligations
under this Agreement only with CoverGlobe’s prior written consent.
CoverGlobe shall be entitled to assign or transfer its rights and/or obligations
under this Agreement to a purchaser of all or a substantial part of its assets,
without the Advertiser’s consent.
XV.
DURATION AND TERMINATION
XV.1 This Agreement will take effect on the date of submission of an Order
and will end at the termination of the subscribed number of Puzzuka™ Puzzles.
XV.2 CoverGlobe and the Advertiser may terminate this Agreement by mutual
Agreement in writing at any time.
In such an eventuality, amounts paid by the Advertiser will not be refunded except
in special circumstances to be determined by CoverGlobe, in its sole discretion.
In the event of termination by mutual agreement, the parties undertake not to assert
any claims against each other.
XV.3 In case the Advertiser does not fulfil its obligations under this Agreement,
CoverGlobe may terminate this Agreement unilaterally at any time without prior notice.
In such an eventuality, amounts paid by the Advertiser will not be refunded except
in special circumstances to be determined by CoverGlobe, in its sole discretion.
The right of CoverGlobe to bring claims for damages remains reserved.
XV.4 On termination, CoverGlobe reserves the right to deactivate the Advertiser’s
Account and delete any records relating to the account.
XV.5 Any licences implied under section IV of this Agreement will remain
in effect for a period of at least 60 (sixty) days following the termination of
this Agreement, this being a reasonable time for CoverGlobe to remove all references
to the Advertiser from the Websites and other materials.
XVI.
FORCE MAJEURE
Neither party shall be deemed in default or otherwise be liable under this Agreement,
except with regards to payments due herein, due to its inability to perform its
obligations hereunder by reason of any fire, earthquake, flood, substantial snow
storm, epidemic, accident, explosion, casualty, strike, lock-out, labour controversy,
riot, civil disturbance, act of public enemy, embargo, war, act of God or any municipal,
county, state, provincial, territorial or national ordinance or law, or any executive,
administrative or judicial order (which order is not the result of any act or omission
which would constitute a default hereunder) or any failure or delay of any transportation,
power or communication system or any other similar cause beyond that parties' control.
XVII. SPECIAL
TERMS AND CONDITIONS
Special Terms and Conditions for the Services supplied by CoverGlobe may apply in
conjunction with this Agreement. They will be subject to an amendment to be negotiated
between CoverGlobe and the Advertiser.
To the extent that the General Terms and Conditions contain conflicting provisions
to the Special Terms and Conditions, the Special Terms and Conditions shall prevail
in relation to the relevant Service provided.
XVIII. GOVERNING LAW AND JURISDICTIONS
This Agreement shall be deemed to have been made in Switzerland and shall be governed
by Swiss law only.
Any dispute in relation to this Agreement shall be settled by the ordinary courts
of the Republic and Canton of Geneva.
The English version of this Agreement is the only valid version. Translations into
other languages are not legally valid.
If this Policy changes, the revised policy will be posted on this site. Please check
back periodically. This Policy was last updated on 5 March 2009.
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