Diabolical

 

Poster Distribution Work – Terms & Conditions

Build Hollywood Limited [“BH”], Diabolical  [“D”] accepts requests for advertising services [the ‘Services’] for campaigns in the territory of the United Kingdom on the following non-variable terms and conditions.

It is a condition of the acceptance of your request for the Services that you [‘ADVERTISER’] agree to the terms and conditions as set out herein before commencement of the Services.

In any particular case where ADVERTISER has a third party client or other principal with an interest in the Services it is a condition of acceptance of the request for advertising services that any third party client or other principal is fully and irrevocably bound by ADVERTISER’s acceptance of these terms and conditions. It is ADVERTISER’s sole responsibility to ensure that it has the appropriate consent and authority to so act.

Section 1:

Obligation of ADVERTISER:

1.1 ADVERTISER represents:

(i) that it holds the copyrights (or licences to the copyrights) to any drawings, ad copy, image, audio sound, geo-location data or other form of digital code or signature utilized by BH /D. for public display on behalf of ADVERTISER;
(ii) that the person signing this order form on ADVERTISER’s behalf is authorized to permit BH/D to print and/or use submitted ad copy, images, audio sound, geo-location data or other form of digital code or signature and on the ADVERTISER’s behalf; and
(iii) that all submissions are truthful, are not libellous or slanderous, and comply with all copyright laws and all other applicable laws and regulations.

1.2 Procedure for Handling Third Party Complaints:

In the event that there are any complaints or concerns from property owners received by ADVERTISER regarding the manner in which BH/D performs any work, all such communications shall be forwarded promptly and directly in full to BH/D which shall thereafter at their discretion contact the complainant and come to a satisfactory resolution for all parties within 48 hours of communication being established between BH/D and the complainant.

Section 2:

Advertiser solely responsible for copy:

2.1 BH/D is not liable for errors in ADVERTISER’s drawings, artwork, ad copy, audio or other sound.

BH/D does not routinely proof-read submitted drawings, ad copy or review audio sound and digital material and will not identify any typographical errors or other forms of content error. It is therefore ADVERTISER’s sole responsibility to proofread   submitted drawings, artwork, audio sound tracks and digital material and to submit to BH/D materials, which are fully approved, and ‘print ready’.

In the event that an error is discovered based upon the approved proof in the ADVERTISER’s product after creation which error is sufficiently serious so as to render the product not usable or distributable, ADVERTISER bares the sole financial responsibility for the correction of the error.

2.2 BH/D is not liable for failure to display ADVERTISER’s posters by reason of flood, fire, riots, labour strikes or other forms of industrial action, shortages of material, orders of government, failure of transportation, acts of God, Force Majeure or other causes beyond BH/D’s control. In such event, this Contract will be suspended during the period of inability to perform the Services and the terms extended for a like period following the cessation of such suspension. Neither party shall be liable to the other because of this suspension.

Section 3:

Indemnity by Advertiser:

Notwithstanding the terms of Section 1 above, ADVERTISER agrees to indemnify BH/D against any claims resulting from the performance of services rendered or to be rendered by BH/D consistent with the agreed upon services to be furnished to ADVERTISER by BH/D

Section 4.

Confidentiality and Proprietary Rights:

4.1 ADVERTISER agrees, understands and acknowledges that BH/D is engaged, inter alia, in the business of acquiring, creating, preparing, obtaining, developing, owning and/or operating certain bill posting techniques, motion activated displays, sophisticated electro-optical digital display and/or other related equipment and/or performance concepts (hereinafter “Concepts and Equipment”) and utilizing such Concepts and Equipment to provide special visual and other effects to persons and entities in, inter alia, the entertainment, construction, amusement and other businesses and industries.

ADVERTISER further agrees, understands, and acknowledges that to produce such Concepts and Equipment, BH/D has invested substantial amounts of time and monies in the Concepts and Equipment and in related computer software, operating procedures, techniques, strategies, processes, formulas, formats, effects, designs, completion photographs and other related technologies, all of which, tangible or intangible, constitute valuable and unique proprietary information and/or trade secrets relating to the creation, production and presentation of such special visual and other effects (hereinafter the “Proprietary Information and Trade Secrets”).

4.2 ADVERTISER expressly agrees, understands and acknowledges that said Proprietary Information and Trade Secrets constitute a valuable and confidential asset of BH/D consisting of ideas, designs, renderings, schematics and/or other drawings, data and creations not known or available to the general public or to BH/D’s competitors; and that the sole right, title and interest in and to all aspects of said Proprietary Information and Trade Secrets and all performance and execution rights with respect to said Proprietary Information and Trade Secrets shall remain exclusively with BH/D.

4.3 Nothing contained in this AGREEMENT, except as specifically set forth herein, shall be construed as a grant of rights, nor a licence of any right, title or interest of BH/D. No revocation, cancellation or other termination of this AGREEMENT shall affect BH/D’s right, title and interest in and to its ownership of said Proprietary Information and Trade Secrets.

4.4 ADVERTISER agrees, understands and acknowledges that complete confidentiality shall be observed with regard to all aspects of the Proprietary Information and Trade Secrets and that no other person or entity shall be permitted access to and/or disclosure of the Proprietary Information and Trade Secrets.

4.5 ADVERTISER recognizes and agrees that prior to the commencement of this AGREEMENT, BH/D has developed and retained their own client and business relations existing prior to the commencement of this AGREEMENT or developed independently by BH/D during the term hereof.

4.6 ADVERTISER agrees that BH/D’s client, scouted locations, agreements and permissions relating to designated BH/D poster advertising sites and those sites utilised by BH/D under the ownership or control of third parties, business contacts lists and any concepts, ideas, inventions, physical location, pricing, identity of ownership, permit requirements and amenities available regarding scouted locations, discoveries, developments, innovations and strategies, developed or conceived by BH/D prior to the term of this AGREEMENT constitute BH/D’s confidential information.

Said information shall remain in the sole and exclusive ownership of BH/D, subject to the specific terms of this AGREEMENT.

strong>Section 5:

Miscellaneous:

5.1 BH/D’s failure to insist upon strict performance of any terms of this contract, or to exercise any power, right or option hereunder, does not waive BH/D’s right to enforce that or any other term of this Contract in the future.

5.2 This Contract may be modified only in writing, by mutual consent of the parties.

5.3 The Contract is subject to acceptance by BH/D. The Contract will be deemed accepted by BH/D unless it notifies ADVERTISER of its rejection within three business days from when it is returned to BH/D.

Section 6:

Cancellations:

Cancellations received after signing of the Insertion Order Form will be billed at full price.

Section 7:

Payment Terms:

Client agrees to make all payments on the dates outlined in the Insertion Order. A late payment charge of 2.5% per month will be placed on the unpaid balance of accounts not paid within 30 days from commencement date.

Section 8:

Copy Acceptance:

BH/D reserves the right to reject any advertisement regarded as objectionable or otherwise inappropriate.

Section 9:

Arbitration:

Any disputes arising between the ADVERTISER and BH/D as to the terms of this Agreement and/or the results of services contracted shall be submitted for final and binding arbitration in London UK pursuant to the rules of the London Centre for Commercial Arbitration.