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Terms and Conditions
 

Kratos Ads Pte Ltd – Terms and Conditions:

This Agreement is between User ("you") and Kratos Ads Pte Ltd (hereby referred to as "Kratos Ads ") and sets down the terms and conditions under which you may avail of Kratos Ads Services. To become a user of the Kratos Ads Services, you must read and accept these terms and conditions.

Any parties that you may resell to, for use of Kratos Ads Services are your responsibility and are bound by these terms. It is within Kratos Ads sole discretion to deny your application to become a Kratos Ads user for any reason. After evaluating your application, Kratos Ads will notify you of our acceptance or rejection thereof. Kratos Ads acceptance is expressly conditional upon your assent to the terms of this agreement, to the exclusion of all other terms.

Definitions:

"User" shall be yourself, whether in the capacity of Advertiser, Publisher or otherwise. "Advertisers" shall include the advertiser or advertising agency promoting products or services through ads on various sites, using Kratos Ads services. "Publisher/s" shall mean all parties that are running content on sites using Kratos Ads services and shall include WAP Publishers, App Developers, Channel Partners and Licensing Partners. "App Channels" shall mean any white labeled channel of Kratos Ads containing free games or other applications running on any Publisher's sites.

"Content" shall mean content and information provided by you, including all advertising content, images, text, illustrations, representatives, sketches, brands, maps, labels, applications or software or any website or other content whether or not developed, distributed or published by you or in association with any developer, distributor, publisher or customer.
"Ads" refer to all advertisements that are served onto a Publisher's Site using Kratos Ads services, including, but not limited to, text links and banners. "Site/s" shall include all WAP sites, mobile internet sites, mobile web sites, and mobile applications which are publishing content through Kratos Ads. "Network" shall mean the Kratos Ads mobile solution and include the various sites, Users and their mobile properties used for publishing or advertising content, using Kratos Ads services.

"Service/s" shall mean:

  • The promotion of your products or services by showing banners, taglines, text links or other content provided by you, across the Kratos Ads network.
  • The procuring of ads for your Content and including you in the Network.
  • The distribution of any mobile applications or software, through various publishers with Kratos ads ad codes or solutions.
  • Any other services provided by Kratos ads from time to time.

"CPM" shall mean cost-per-thousand. A payment on a CPM basis means that payments are calculated for every one thousand ad views or impressions. "CPC" shall mean cost-per-click. A payment on a CPC basis means that payments are calculated for every click. A click is counted when a visitor to a Publisher's Site/ Developers Application clicks on an advertisement, application or other specified content. "CPA" shall mean cost-per-acquisition. It is a method of advertising whereby the advertiser only pays when an advert delivers an acquisition. “CPD” shall mean "cost per download". an advertising model where the advertiser pays for each specified action linked to the advertisement, typically the downloading of an application or other file. "Effective Date" shall mean the date of execution/ acceptance of this Agreement. "Inventory" shall be the aggregation of clicks/ impressions/ad request on any Content or Site. "Net Revenue" shall mean revenues actually received by Kratos ads from the sale, use or other disposition of ads displayed on Publisher's Sites less any applicable taxes, and less any agency commissions, carrier and/or partner fees, and less any allowances actually made or taken for returns, discounts or promotional allowances. The Net Revenue shall also exclude other revenues indirectly earned, if applicable, for consulting, planning and targeting, copywriting, site building, account management or technical modifications or technical innovations which may be charged by Kratos ads to third parties from time to time.

Terms of Agreement

This Agreement shall come into force on the effective date and remain in force until terminated under these provisions.

Accepting the Terms and Conditions

In order to use the Services, you must first agree to the Terms and Conditions. You may not use the services if you do not accept the terms. You can accept the Terms and Conditions by: clicking to accept or agree to the Terms and Conditions, where this option is made available to you by Kratos Ads in the user interface for any Service; or By actually using the services. In this case, you understand and agree that Kratos Ads will treat your use of the services as acceptance of the Terms from that point onwards.

You may not use the services and may not accept the Terms if you are not of legal age to form a binding contract with Kratos Ads, or you are a person barred from receiving the services under the laws of Singapore or other countries including the country in which you are resident or from which you use the services.

Changes to this Privacy Policy

We may amend this Privacy Policy at any time. The amended Privacy Policy will be displayed on our site. If we make any material changes we will notify you by means of a notice on this site prior to the change becoming effective. Please check our Privacy Policy regularly to ensure you have read the latest version.

Content

You are solely responsible for all content submitted by you including any content submitted on behalf of or generated by your customers, affiliates, agents or partners. You agree and you shall ensure the accuracy of such content and warrant that you are authorized to advertise or utilize these items/products/ services/ brands yourself or on behalf of your customers, affiliates or partners. Kratos Ads is not responsible for anything whatsoever in your content.

You shall not submit any content that contains or promotes anything which may be:

  • morally questionable.
  • illegal.
  • racist.
  • politically or religiously provocative.
  • promoting violence or hatred against any group on the basis of race, ethnicity, religion, political association, disability, age, sexual orientation or otherwise
  • containing malware or any virus.
  • fraudulent.
  • not in line with any regulations set out in this regard.
  • adult, suitable only for users over the age of 18.
  • infringing any intellectual property rights of any third party.
  • promoting alcoholic beverages or tobacco related products in jurisdictions where the same is disallowed, or banned/ illegal drugs or other controlled substances, explosives or hazardous materials, combustibles, corrosives, gambling transactions or any product or service which is not in compliance with all laws and regulations.

Kratos Ads shall have the right to reject or withdraw your content at any time whatsoever.
Kratos Ads shall have the right to market or bundle your content in a manner it deems appropriate.
You acknowledge and agree that if you use any of the services or Sites to contribute or make available content, Kratos Ads is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such content and to allow others to do so in connection with the services or the site for the duration of this agreement.

Obligations

Kratos Ads reserves the right to refuse to accept you or any customer or site for participation in the network or to perform any services for you for any reason, in its sole discretion. You are solely responsible for all of your activity in connection with the services and accessing the site. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Kratos Ads user. You shall not use any part of the site or services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run mail list, listserv, any form of auto-responder, or "spam" on the Site or Services, or any processes that run or are activated while you are not logged in. You are responsible to validate all impressions, clicks, leads and/or acquisitions. You must report any discrepancies related to your campaign to Kratos Ads within 30 days of the occurrence. Kratos Ads is not liable for any discrepancies not reported within this time frame and you waive all right, title, and intent to dispute payment to Kratos Ads based upon any discrepancy not reported within this time frame. The targeting set on your campaigns is solely your responsibility. Kratos Ads accepts no responsibility for Ad campaigns that deliver incorrectly because targeting was set incorrectly. Once any selection of device or genre has been made by you, you shall be responsible for the same and shall not raise any dispute with Kratos Ads in this regard.

Kratos Ads has no obligation to review your content, your targeting, or your destination URL. Kratos Ads reserves the right to suspend, restrict, or terminate an ad campaign or any Application for any reason at any time. You are solely responsible for using the correct destination URLs for your ads. Kratos Ads is not responsible for the sites and landing pages you link through to or otherwise, or services/products/brands that you are advertising. Kratos Ads has no obligation to review your site(s), content/services, or billing methods and you are solely responsible for the same. Users who are publishers may list assets including but not limited to mobile sites, applications, and device platforms and make them available for advertisement. Users who are publishers hereby grant Kratos Ads the right to access, index, store and cache requests made from such assets to the service, including by automated means. Users who are Advertisers may produce Ads for display on a Publisher’s Mobile Property. You agree to comply with the technical specifications provided byKratos Ads to enable proper display of the Ads in connection with the Services. You agree to direct to Kratos Ads and not to any Advertiser or Publisher, as the case may be, all communications regarding any matter arising out of your use of the Services.

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, hardware devices, software, and other Internet, wireless, broadband, phone or other communication device connection services. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Site and any Services and you shall be responsible for all charges incurred in connection with all such equipment and ancillary services, including any fees charged for airtime usage and/or sending and receiving messages or related notifications. During the term of this Agreement and for a period of 1 year beginning on the end date of an Ad campaign, Advertiser may not contact Kratos Ads’s affiliates, clients, partners, staff or contractors directly or indirectly (e.g. through an advertising agency or other similar competing advertising network) to solicit the business of said affiliates, clients, partners, staff or contractors. If you are a Publisher, who is currently publishing, or has previously, published, a Kratos Ads ad campaign, you shall not approach any Advertiser directly with regards to mobile advertising. If you are an Advertiser who has been approached by a Publisher directly, you must refuse to work directly with him, and refer the Publisher back to Kratos Ads unless agreed otherwise in writing with Kratos Ads. You agree to collaborate with press releases and/or be mentioned as a client. You shall make no press releases, promotional or merchandising materials, or general public announcements without the prior consent of Kratos Ads.

Payments

If you are a Publisher, you shall receive a percentage of the Net Revenue of Ads associated with your use of the Services as solely determined by Kratos in 90 days. In addition, if you are a Publisher, you agree that any payments that may become due to you are specifically conditional upon Kratos receipt of full payment from the applicable advertiser. If Kratos does not receive the applicable payment in full from any such Advertiser, Kratos shall have no liability or responsibility to you and you hereby release Kratos with respect thereto. Kratos may at its sole discretion and with an intent to maintain relationship, may pay the net revenue to the publisher even if the same is not received from the advertiser. However such payment will not be treated as acceptance of liability for past, present or future transactions and Kratos reserve its right to claim refund of such amount or adjust from future payments.

The portion of Net Revenue received by you shall be determined every 30 days and the payment shall be made to you within 90 days from the said date of determination. Kratos reserves the right to deduct any amount of money on account of any fraud clicks or any such and similar activities undertaken by the publisher which is against the interest of the advertiser or Kratos.

If you are an Advertiser, you shall pre-pay all applicable fees, as described on the Site, in connection with such Services selected by you. You understand that all Services must be paid for in advance. Funds will not be credited to you nor shall Services be provided by Kratos until payment has cleared into the Kratos bank account.

The payments must be made on time. You agree that all services will be suspended by Kratos Ads if payment is not received on time, and they will remain suspended until payment is received and cleared. You will also be liable to 24% interest per annum for late payments. Payment terms may differ for certain customers.

Kratos Ads shall have the right to deduct any such dues from any amounts due to you or from your account balance. You accept Kratos Ads’s impression and click count as final. No other measurements or statistics of any kind shall be accepted by Kratos Ads or have any effect under this agreement. Kratos Ads’s technology and systems will be the official counter for determining delivery of clicks or impressions. Whilst Kratos Ads makes every effort to keep statistics error free, you acknowledge that Kratos Ads does not guarantee the statistics will be error free all of the time. If Kratos Ads discovers a fault then Kratos Ads will provide you with an explanation and an adjustment as the case may be. In the event you disagree with any such calculation, you shall submit a support ticket immediately to Kratos Ads, detailing, with reasonable specificity, your objections to calculations. Thereafter, Kratos Ads will provide you with further explanation or, if such calculations are determined by Kratos Ads to be incorrect, an adjustment, of the numbers with explanation or adjustment, as the case may be. This shall be final and binding. In the event that no adjustment is necessary, you shall reimburse Kratos Ads for its expenses in responding to your requests under this section.

Kratos Ads will charge all applicable taxes as may be levied from time to time by the Government or other authority in connection with the Services provided. You shall be responsible for all payments, transaction charges including bank charges and credit card charges. As a condition to Kratos Ads ‘s obligation to make payments hereunder to you, you must have on file with Kratos Ads complete and accurate taxation documents which may be required by law.

  • All payments will be made in USD currency or any other as seceded by Kratos
  • All payments will be subject to withholding taxes wherever applicable.
  • All payments will be subject to deductions of bank charges if any.

Kratos Ads reserves the right to set and negotiate payment terms and rates on a user-by-user basis. Kratos Ads may change its rate card at any time without prior notice. Kratos Ads reserves the right to institute new charges at any time, upon prior notice to you, which may be sent by email or posted on its site. All current bookings will be honoured at the rate they were booked unless otherwise agreed in writing. If you dispute any payment made in connection with the Services, you must notify Kratos Ads in writing within thirty (30) days of any such payment. Failure to so notify Kratos Ads shall result in the waiver by you of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Kratos Ads. No other measurements or statistics of any kind shall be accepted byKratos Ads or have any effect under this Agreement. Kratos Ads shall not be liable for any payment based on

  • Any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any Ads, as reasonably determined by Kratos Ads.
  • Impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in above; or any breach of this Agreement by you.
  • To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account.

Ownership of Intellectual Property

Subject to the limited licenses granted to Kratos Ads and Publisher hereunder, each party shall own and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, internet domain names, short codes, software, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future ("Intellectual Property"). Except as provided in this Agreement, you may not distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of another party without the express prior written consent of such party. Except as permitted under this Agreement, Publisher may not alter, copy, modify, take, sell, re-use, or divulge in any manner any Content or computer code provided by Kratos Ads without Kratos Ads’s prior written consent.

Publisher may not copy Ads and display them from Publisher's Site directly or redirect traffic to a Site other than that listed by Kratos Ads or the Advertiser or ask users to take advantage of other advertisements or offers other than those listed by Kratos Ads or Advertiser. Any Content which is copied, changed or altered without prior written consent will result in non-payment for the campaign and may result in termination.

Ownership of Data

Kratos Ads owns all data collected by or through Kratos Ads ‘s code and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Kratos Ads ‘s from such data(collectively, "Data"). All Data shall be deemed Kratos Ads ‘s Confidential Information. Any use by you of such Data shall be only as expressly permitted in this Agreement and in strict compliance with Kratos Ads’s confidentiality policy. Any approved modifications to Kratos Ads Code shall be owned solely by Kratos Ads.

Rights of Publishers

You understand that Kratos Ads operates as a network and does not disclose the names or URLs of the Publishers in the Network. Publishers may remove or reject Ads or other Content at their discretion. Content placed on the Network may be subject to additional terms and conditions as are imposed by Publishers. You understand and agree that Publishers make no guarantee of traffic levels and only offer Inventory figures as a guide.

Representations and Warranties

You represent and warrant that the Sites and the Content placed by you:

  • are owned by or licensed to you or that you are legally authorized to act on behalf of the owner of the same for the purposes of this Agreement,;
  • do not violate any law, statute, ordinance, treaty or regulation;
  • do not infringe in any manner on any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
  • do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted inor are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
  • are not false, deceptive or misleading;
  • are not defamatory, libelous, slanderous or threatening;
  • are free of viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancel bots, spyware and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data orpersonal information.

You also represent, warrant and covenant that:

  • You have the power and authority to enter into and perform your obligations under this Agreement;
  • You are at least 18 years of age, and that there is no legal reason that you cannot enter into this binding Agreement;
  • You shall not be in violation of any obligation, contract or agreement by agreeing to these terms and conditions, by performing your
  • obligations hereunder or by authorising and permitting Kratos Ads to perform the Services hereunder;
  • You shall comply with all of the terms and conditions of this Agreement, as amended from time to time;
  • You shall comply with all applicable laws, statutes, ordinances and regulations;
  • You will not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of
  • intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories;

Kratos Ads is hereby authorized by you to perform all the services described hereunder with respect to you.

You grant Kratos Ads and the Publisher the right to transmit the Content to the Sites. In case you are a Publisher, you shall not allow, authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. Kratos Ads reserves the right to Block such accounts without any prior intimation to avoid any further loss to our network and Advertisers. Kratos Ads as a sole discretion can furnish supporting logs of such investigations. Once an account is deactivated all the Zones/ Sites will be rejected and the past earning will be withheld.

Confidentiality

You agree not to disclose Confidential Information received by you or coming to your knowledge as a result of this Agreement, without prior written consent except as provided herein. "Confidential Information" includes

  • Ads or other Content, prior to publication
  • submissions or modifications relating to any advertising campaign
  • click through rates or other statistics,
  • all commercial information about campaigns,
  • any technical information,
  • any information about Kratos Ads or its affiliates
  • any other information designated in writing as "Confidential",
  • submissions or modifications relating to any software applications
  • any technical information,
  • Information that is confidential and proprietary to a party or a third- party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential.
It does not include information that has become publicly known through no breach by a party, or has been
  • independently developed without access to the other party's Confidential Information;
  • rightfully received from a third party; or
  • Required to be disclosed by law or by a governmental authority.

You will be responsible for a breach of this Agreement by any of your representatives. You shall promptly notify Kratos Ads of discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with Kratos Ads in every reasonable way to help regain possession of such Confidential Information and prevent its future unauthorized use.
During the term of this Agreement and for a period of three (3) years thereafter, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein.

Termination of Agreement

Kratos Ads may terminate this Agreement immediately at any time by notice in writing to you. If you fail to make any due payments, Kratos Ads shall have the right to immediately terminate any Services. You may terminate this Agreement upon providing 1 month written notice via email, fax or Post/Courier services. You shall, upon prior written notice to Kratos Ads, have the right to

  • pause a campaign at any time or
  • stop a campaign at any time and allocate your funds to other Kratos Ads campaigns;

In the event that you terminate your campaign early, you shall be liable to make full payment for work performed and delivered up to the modified termination date. In the event you have funds remaining in your Kratos Ads account balance, you will receive a refund for unused funds. A refund shall be initiated upon receipt by Kratos Ads of your cancellation order. No refund will be made for clicks or impressions already delivered. The refund will be by bank transfer. You understand that the refund will incur an administration fee and you also understand you are liable to pay for all bank charges and other charges associated with the refund. Upon termination of this Agreement, your right to use the Services will immediately cease and you will remove Kratos Ads code from your Sites/Ads. Any termination of this Agreement, howsoever occasioned, shall be without prejudice to any other rights or remedies that a party may be entitled to and shall not affect any accrued rights or liabilities of either party. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, confidentiality and limitations of liability.

Warranty

Kratos Ads expressly disclaims all representations and warranties of any kind, whether express or implied, including but not limited to any implied warranties of quality, fitness for a particular purpose. Kratos Ads makes no representation or warranty about the quality, suitability, reliability, availability, merchantability, delivery, lack of viruses or other harmful components or accuracy of information relating to the Services sought to be purchased by you.
Kratos Ads does not make any warranty that the Services it provides under this Agreement will meet your requirements or that they will be uninterrupted, timely, and secure or error free. Kratos Ads does not make any warranty as to the results or consequences of your use of any Services that Kratos Ads provides under this Agreement. You understand and agree that from time to time the Services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation:

  • equipment malfunctions;
  • equipment malfunctions;
  • periodic maintenance procedures or repairs which Kratos Ads may undertake from time to time; or
  • causes beyond the control of Kratos Ads or which are not reasonably foreseeable by Kratos Ads, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of Sites or interfaces, network congestion or other failures.

While Kratos Ads will attempt to provide the Services on a continuous basis, you hereby acknowledge and agree that Kratos Ads gives no guarantee of the availability of the Services on a continuous or uninterrupted basis. Terms of this Agreement are subject to Kratos Ads hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement. You understand that Inventory levels may change depending on market conditions and booking at a certain rate does not guarantee a certain level of Inventory. Kratos Ads makes no guarantee regarding the levels of impressions or clicks that are available to you, nor any guarantee of the length of time it may take to deliver your campaigns. If you have been given such figures before running a campaign you understand that they are offered merely as a guide. Kratos Ads makes no guarantee that any targeting set will work in every case or that the campaigns will start or finish on exactly the times required. Kratos Ads will not be held responsible for any misplaced Ads or other Content, or targeting which goes amiss. Targeting and timings for campaigns are done on a 'best effort' basis. Kratos Ads does not guarantee the quality of the click throughs or impressions. You agree to not hold Kratos Ads responsible for a poor return on investment or conversion rate from your click throughs, and there will be no refunds issued in such a case. You agree that all capping and auto top-up of campaigns is on a 'best effort' basis. Kratos Ads will not be held responsible for capping which over runs. You acknowledge and agree that Kratos Ads has no special relationship with or fiduciary duty to you and that Kratos Ads has no control over, and no duty to take any action regarding: which users gain access to the Site or Services; what Content a user accesses or receives via the Site or Services; what Content other users may make available, publish or promote in connection with the Services; what effects any Content may have on you or any users or customers; how you or your users or customers may interpret, view or use the Content; what actions you or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services.
Further, you specifically acknowledge and agree that

  • Kratos Ads has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any Advertiser, Publisher or other User and
  • Kratos Ads has no control over any Content that may be available or published on any Site (or otherwise); and that you are solely responsible (and assume all liability and risk) for determining whether or not such Content is appropriate or acceptable to you.

A Site may contain, or direct a user to sites containing, information that some people may find offensive or inappropriate. Kratos Ads makes no representations concerning any Content contained in or accessed through the Site or Services, and Kratos Ads will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services Kratos Ads will not be liable for the privacy of e-mail addresses, phone or communication device numbers, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on its equipment and transmitted over networks accessed by any Site, or otherwise connected with your use of the Site/s or Services. Our website and the ads we service may contain links to other websites. You should be aware that we are not responsible for the privacy practices of such other websites as those may have different privacy policies and terms of use and are not associated with us. You agree that we cannot control these links and we shall not be responsible for any use of such websites.

Indemnity

You will indemnify and hold Kratos Ads, its parents, subsidiaries, affiliates, directors, officers, employees, Publishers, Advertisers and other Users ("Kratos Ads Indemnified Parties") harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, the violation of this Agreement by you or the infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. You guarantee that data regarding consumers gained by this Agreement will be only used for legal purposes. You also agree not to resell, market, or transfer any data regarding consumers gained through this Agreement to any third party unless expressly permitted by Kratos Ads in writing. You will indemnify, defend and hold harmless Kratos Ads and Indemnified Parties from any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation reasonable attorney’s fees) and losses which result from any claim of damages brought or sought against Kratos Ads that alleges consumer data gained by this Agreement was used for any purpose in violation of any applicable laws. The provisions of this paragraph shall survive the termination of this Agreement.<

Force Majeure

Kratos Ads shall not be held liable or responsible to you nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of Kratos Ads or from a Force Majeure event. "Force Majeure Event" means any event due to any cause beyond the reasonable control of the Parties, including, without limitation, unavailability of any communication system, breach or virus, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.

Limitation of Liability

ALL SERVICES PROVIDED BY Kratos Ads ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Kratos Ads MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. Kratos Ads IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. Kratos Ads SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING FOR LOSS OF DATA, LOSS OF PROFITS, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GENERAL

Entire Agreement
This Agreement constitutes the entire agreement between the Kratos Ads and you pertaining to the subject matter hereof.
Relationship between Parties
You and Kratos Ads are independent contractors and nothing in this Agreement shall make us joint venturers, partners, employees, agents or other representatives of the other hereto. You shall not make any representation that suggests otherwise.
Severability
If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
Variations of Agreement
Kratos Ads reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on you upon notification to you.
Assignment
This Agreement may not be assigned by you without the prior written consent of Kratos Ads. Kratos Ads may assign all its rights, titles, benefits under this Agreement to any of its affiliates. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
Rights and Remedies;
All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought against you by Kratos Ads, to enforce any obligations hereunder, Kratos Ads shall be entitled to receive its attorney's, fees, court costs and other collection expenses, in addition to any other relief it may receive. Failure of Kratos Ads to require strict performance of any provision shall not affect Kratos Ads’s right to require strict performance thereafter.
Waiver
Waiver by Kratos Ads of a breach of any provision shall not waive either the provision itself or any subsequent breach and shall not prevent enforcement on later occasions.
Survival of Provisions
Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind you and Kratos Ads following any expiration or termination of this Agreement.

Notices
Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, facsimile or email to Kratos Ads at its registered office and to you at the address notified by you/ used by you for communications with Kratos Ads.
  • Notice will be deemed given:
    • in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
    • in the case of facsimile upon completion of transmission as long as the sender's facsimile machine creates and the sender retains a transmission report showing successful transmission. Provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received on the next business day. Provided further that in case of a notice being forwarded by facsimile, a copy of the notice shall also be forwarded by hand delivery, registered mail or overnight courier services.
  • The address for notice may be changed by you or Kratos Ads by giving notice to the other party as provided herein.
  • Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.

Governing Law

It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by law of Singapore. The Parties agree to submit to the exclusive jurisdiction of the Courts located in Singapore, as regards any claims or matters arising under or in relation to these terms and conditions.