Advertising Agreement for SchoolAppsNZ

This online advertising agreement (this “Agreement”) is hereby entered into on this day between Snapp Mobile Ltd [Host Provider], with its offices located at 42 Carlyle St, Napier, New Zealand, and “you” meaning [the customer] on the following terms and conditions:

1. General Undertaking/Services.

The Host Provider operates a Mobile Application SchoolAppsNZ (the “Host Site”), a mobile application that provides communication between Schools and the School community, and is configured to support advertisements. Customer wishes to purchase advertising space (each, an “Advertisement” or “Ad”) on the Host Site for a chosen School, to display either text-based descriptions or banners/buttons of its business, coupled with hypertext pointers or “hotlinks” which, when one is clicked on by an app user, transports visitors from the Host Site to the Advertised Site. Customer hereby engages the services of Host Provider to run Advertisement(s) on the Host Site pursuant to the terms and conditions set forth herein.

2. Artwork.

The Customer will submit an advertising brief and artwork to the Host Provider according to Host Provider’s advertising submission specifications provided to Customer in writing here. The Host Provider will then design and send an “advert mock up” of the advertisement for the Customers approval. On approval of the “Ad mock up” by the customer, the Host provider will publish the Advertisement to the Host Site. Once the ad design is approved by the customer, the customer is no longer eligible to cancel this agreement and will be subject to the payment terms. The Customer will be notified via the email provided to the Host Provider that the advertisement is live and the advertising term has begun. If within 7 days of providing the mock up, the customer has not provided feedback on the mock up, and the Host Provider has made reasonable attempt to contact the Customer to approve the mock up, the host provider will publish the advertisement to the Host Site and the agreed advertising term will begin.

Host Provider and the School may, in its good faith and reasonable judgment, reject any Advertisement or Business which is not in the proper format, and/or reject any link to an Advertised Site which is not materially functional and/or which Host Provider considers unsuitable for linking to the Host Site; provided, however, that Host Provider shall first provide Customer with a detailed description of any non-compliance along with a reasonable opportunity to cure any such defect(s) (subject to all applicable deadlines as set forth herein). If Host Provider or the School rejects an Advertisement and the Customer is unable or unwilling to comply with Host Provider’s submission guidelines, then placement and hosting of the applicable Ad shall be deemed cancelled and Section 10., below, shall apply with respect thereto.

3. Fees & Payment Terms

On Sign up, an invoice will be sent to the customer for the agreed amount. Payment is due prior to the advert going live on the Host site.

4. Confidentiality.

(a)

Neither party (each, a “receiving party”), along with its directors, officers, employees, agents, advisors, subcontractors, independent contractors, subsidiaries, and affiliates (collectively its “Representatives”) shall, during the term hereof and for a period of [two (2) years] thereafter, without the other party’s (each, a “disclosing party”) prior written approval in each instance [(not to be unreasonably withheld)], disclose or otherwise make available to any other person or entity (whether acquired on the Effective Date or during the continuance of this Agreement) any information relating to the disclosing party’s business plans, products, advertising, innovations, fees, advertising or product concepts, customers, technology, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, or other business affairs (including without limitation, Host Provider’s fees), or any other proprietary or confidential information of the disclosing party (the “Confidential Information”).

The foregoing shall not apply to Confidential Information which: (i) is or becomes known to the general public (other than as a result of the disclosure, directly or indirectly, by the receiving party or its Representative); (ii) was or is made available to the receiving party on a non-confidential basis from a source other than the disclosing party or any affiliate, provided that such source is not, and was not, to the receiving party’s [actual / constructive] knowledge, bound by a confidentiality agreement with the disclosing party or any affiliate or otherwise prohibited from transmitting such information by contract, legal or fiduciary obligation to the disclosing party, any affiliate, or any third party; or (iii) is required to be disclosed by law, provided the receiving party gives disclosing party notice and an opportunity to seek an appropriate protective order at its own expense.

It is understood that the information required to be held in confidence as herein provided may be disclosed by the receiving party only to Representatives who need to know such Confidential Information for the purposes of fulfilling its obligations hereunder. Such Representatives, prior to any such disclosure, shall be informed of the confidential nature of such Confidential Information, and shall agree [in writing] to be bound by the terms hereof. The confidentiality provisions set forth herein shall also apply separately to each subcontractor or independent contractor selected by Host Provider, and Host Provider shall be responsible for informing any such subcontractor of any confidential and proprietary information included in any work subcontracted for hereunder. Host Provider shall have such person agree to be bound [in writing] by confidentiality terms no less stringent than those set forth herein.

(b)

All Confidential Information furnished to the receiving party by the disclosing party or any third party at the request of the disclosing party shall be and remain the property of the disclosing party. All copies of such Confidential Information in written, graphic, or other tangible form shall be returned to the disclosing party at any time upon the advance written request of the disclosing party or upon the termination of this Agreement for any reason whatsoever, subject to the terms hereof.

5. Cancellations

The Host Provider offers the Customer a 7 day cancellation period form the date of sign up. The Customer must provide notice of cancellation by way of email to either the sales agent or support@snapp.co.nz within 7 days of sign up in order to cancel this agreement. Cancelation requests after 7 days will not be accepted and the customer will be liable for the full agreed amount of the advertisement.

The School also has the right to reject the advertising if the customer is unsuitable due to conflicts with existing sponsors or other reasons determined by the School. In the event that the School rejects the advertising on the Host Site the customer will be refunded for any prepayments made and the agreement will be cancelled.

6. Liability for Materials.

Host Provider agrees that it will use all commercially reasonable efforts to protect any and all materials supplied to Host Provider hereunder by or on behalf of Customer. Notwithstanding the foregoing, Host Provider will not be liable for any loss, cost or damage.

 

For questions please email support@snapp.co.nz