Advertiser / Agency Terms and Conditions
Advertiser / Agency Terms and Conditions
1. PREAMBLE
1.1 For the purposes of this Agreement, “AdsNextGen” refers to the commercial trading name of SunHaMedia, or any of its legally recognized entities as specified in the applicable Insertion Order (“IO”) signed between the parties.
1.2 TO ACCEPT THESE TERMS AND CONDITIONS AND CREATE AN ADVERTISER ACCOUNT, AN INDIVIDUAL MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH THE ACCOUNT IS REGISTERED. THE INDIVIDUAL WHO PROVIDES INFORMATION PURSUANT TO THE PROGRAM AND ACCEPTS THIS AGREEMENT HAS FULL LAWFUL POWER AND AUTHORITY TO ENTER INTO AND CARRY OUT THE TERMS OF THIS AGREEMENT (INCLUDING FULL LEGAL CAPACITY TO ACT ON BEHALF OF A LEGAL ENTITY IN CASE THE ADVERTISER IS A LEGAL ENTITY), AND IS LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON THE ACCOUNT, INCLUDING THE ACTIONS OF CHILDREN AND ANYONE ELSE WITH ACCESS TO IT.
1.3 These Terms and Conditions (the “Agreement”) shall govern the relationship between AdsNextGen and any and all advertisers (the “Advertiser”) who register on the website to utilize AdsNextGen’s services. This Agreement governs the relationship between AdsNextGen and the Advertiser as identified in all IOs, regarding the placement of such IOs. It is acknowledged that both this Agreement and each IO collectively form a binding contract.
WHEREAS, AdsNextGen provides the Advertiser with the services as specified herein, including but not limited to services delivered through its website (“the Website”) or other means deemed appropriate by AdsNextGen;
WHEREAS, the Advertiser compensates AdsNextGen for such services as outlined in the applicable IO;
NOW THEREFORE, the Advertiser’s use of and access to the Website constitutes acceptance of this Agreement, Privacy Policy, and any applicable rules or guidelines posted by AdsNextGen. If a campaign (including budget, term, and offer details) set forth in an IO has expired, but the parties continue working together, the terms of this Agreement and that IO remain in effect unless otherwise amended via email or a new IO. If the Advertiser does not agree to be bound by these terms, AdsNextGen will not provide services until a new Agreement is signed.
PLEASE NOTE that AdsNextGen may update this Agreement or its Privacy Policy at any time. Updates may be posted on the Website or otherwise communicated. Advertisers are encouraged to review the Website periodically for changes. Continued use after changes constitutes acceptance.
2. DEFINITIONS
2.1 “Advertiser” means an individual or company paying for advertising services under the applicable IO and these Terms and Conditions.
2.2 “Advertising Material” refers to any promotional content including banners, interstitials, buttons, text links, or similar elements.
2.3 “Campaign” refers to any advertising initiative described in a specific IO.
2.4 “IO” stands for a mutually agreed Insertion Order that incorporates these Terms and Conditions, under which AdsNextGen delivers traffic.
2.5 “Traffic” refers to internet users targeted by a specific Campaign.
3. INSERTION ORDERS AND CAMPAIGNS
3.1 Upon mutual agreement and approval of the IO, AdsNextGen agrees to make commercially reasonable efforts to deliver the Campaign as described in the IO.
3.2 The Advertiser shall provide complete and accurate information required in the IO, including payment details.
3.3 AdsNextGen does not guarantee placement, visibility, or volume of traffic unless explicitly agreed in the IO. All media placement and distribution are at AdsNextGen’s discretion.
3.4 AdsNextGen may reject, suspend, or cancel any Campaign or Advertising Material at its sole discretion, including if it believes the content is inappropriate, illegal, or may create liability.
4. PAYMENT TERMS
4.1 Advertiser agrees to pay AdsNextGen for all valid traffic and actions generated, as specified in the IO.
4.2 Advertiser must report monthly numbers within 5 business days of each billing period. Failure to do so authorizes AdsNextGen to invoice based on its own tracking. Disputes must be submitted within 5 business days. AdsNextGen’s numbers prevail unless proven otherwise.
4.3 Payments are due within 15 calendar days of invoice unless different terms are stated in the IO. Bank fees are the responsibility of the Advertiser.
4.4 Payment data may be shared with third parties for billing purposes. AdsNextGen is not responsible for third-party misuse.
4.5 Overdue undisputed payments accrue interest at 24% annually or the highest legal rate.
4.6 Advertiser agrees to implement AdsNextGen’s tracking pixels or tools. Failure to do so does not invalidate payment obligations.
5. CONTENT LICENSE
5.1 Advertiser grants AdsNextGen a non-exclusive, global, royalty-free license to use Advertising Material per the IO.
5.2 AdsNextGen reserves the right to reject any Advertising Material deemed inappropriate.
5.3 AdsNextGen is not liable for any Advertising Material content provided by the Advertiser or third-party affiliates.
5.4 Unless agreed otherwise, AdsNextGen controls timing and placement of Advertising Material.
6. REPRESENTATIONS AND WARRANTIES
6.1 The Advertiser represents and warrants that:
- It is legally authorized to enter into the Agreement.
- It has the right to use and license Advertising Materials.
- The content does not violate laws or third-party rights, or contain harmful code.
6.2 The Advertiser agrees to:
- Comply with all applicable laws and this Agreement.
- Refrain from tampering with AdsNextGen’s tracking tools.
- Submit reports within 5 business days of each billing period.
6.3 If email marketing is allowed, suppression lists must be provided on execution and updated at least every 72 hours.
7. NON-CIRCUMVENTION
7.1 Advertiser shall not solicit AdsNextGen’s employees, contractors, or partners during the Agreement and for 1 year thereafter.
7.2 Breach results in liquidated damages equal to 6 months of payments to AdsNextGen or compensation equal to 3 years of compensation paid to affected individuals.
8. TERMINATION
8.1 The Agreement remains in effect until terminated by either party.
8.2 Either party may terminate with 2 working days’ notice. All due payments must be settled within 15 working days.
8.3 AdsNextGen may terminate immediately for breach, legal violations, or harm to its reputation.
9. CONFIDENTIALITY
9.1 Each party shall protect the other’s Confidential Information, which may include business plans, strategies, and customer data.
9.2 IOs and Agreement terms must remain confidential unless otherwise agreed.
9.3 Confidentiality obligations survive termination for 3 years.
10. INTELLECTUAL PROPERTY
10.1 All content on the Website is owned or licensed by AdsNextGen.
10.2 No content may be copied or redistributed without prior written consent.
10.3 Advertisers may use Website content for informational purposes only, without modifications.
11. GENERAL
11.1 This Agreement cannot be assigned without written consent, except that AdsNextGen may assign it to affiliates.
11.2 AdsNextGen may reference Advertiser in marketing unless instructed otherwise.
11.3 Services are provided “as-is” without guarantee of continuous availability.
11.4 AdsNextGen shall not be liable for lost profits, data, goodwill, or indirect damages.
11.5 Except for confidentiality or IP disputes, neither party is liable for consequential damages.
11.6 AdsNextGen’s total liability shall not exceed the total payments received during the billing period in dispute.
11.7 AdsNextGen is not liable for delays or errors due to force majeure events.
11.8 Notices shall be delivered via email to the addresses specified in the IO.
11.9 This Agreement is governed by the laws of the Socialist Republic of Vietnam. Courts in Da Nang City have non-exclusive jurisdiction.
11.10 The Advertiser waives jury trial rights. Disputes may be resolved by mediation at AdsNextGen’s discretion.
11.11 If legal action is needed to enforce this Agreement, AdsNextGen is entitled to reasonable recovery of legal costs.
11.12 This Agreement and IOs represent the entire agreement and supersede prior understandings.
11.13 This Agreement is the complete and final expression of the parties’ intent.
11.14 Notices are deemed delivered upon email transmission unless otherwise agreed.