“DIGITAL ADVERTISING SERVICES” CONTRACT BETWEEN, ON THE ONE HAND, PUBLICIDAD EN BUSCADORES, SA DE CV, HEREINAFTER “PUBSA” AND, ON THE OTHER HAND, THE PERSON WHOSE NAME APPEARS ON THE COVER, HEREINAFTER “THE CLIENT”, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS, DEFINITIONS AND CLAUSES.
I.- UNDER PROTEST OF TELLING THE TRUTH THE PARTIES DECLARE AND ACCEPT: 1. That all the data that THE CLIENT states, recorded on the cover of this contract are true, that he has received information to his complete satisfaction regarding the content of this contract and therefore understands and accepts the services requested and the way in which PUBSA provides them.
2. THE PARTIES agree that for the purposes of this Agreement, the terms indicated below, when used in capital letters, shall have the definition assigned to them, without prejudice to whether they are used in the singular or plural or any other terms defined throughout this Agreement:
A) DIGITAL ADVERTISING SERVICES: Refers to those services requested by THE CLIENT from PUBSA in accordance with the cover of this contract.
B) GLOBAL INTERNET NETWORK: It is a global computer network that allows several million users to share and exchange information.
C) MEDIA: Refers to the set of elements through which PUBSA will provide the DIGITAL ADVERTISING SERVICES which are: LANDING PAGES, BANNERS, SPONSORSHIPS, WEB PAGES, ELECTRONIC CATALOGS, SMARTPHONE APPLICATIONS, VIRTUAL STORES, ADVERTISING VIDEOS.
D) GOOGLE ADWORDS: It is a service and a program
from Google that is used to offer sponsored advertising to potential advertisers.
FIRST. OBJECT.
The purpose of this Agreement is to establish the terms and conditions under which PUBSA will provide, market and offer DIGITAL ADVERTISING SERVICES in favor of THE CLIENT.
SECOND. FROM THE PUBSA STAFF.
PUBSA is capable of providing the service, has the personnel, equipment, professional and technical knowledge and experience necessary to carry out the tasks contained in this contract.
1. The personnel that PUBSA assigns to the provision of services have the appropriate training, qualifications and experience and all the necessary permits and authorizations and comply with the other requirements that ensure the correct provision of services, in accordance with the applicable legislation, including compliance with legal requirements to be able to work in the country in which the services are provided, these being at all times the exclusive responsibility of PUBSA.
THIRD. RULES FOR INTERNET USE.
The use of the DIGITAL ADVERTISING SERVICES provided by PUBSA for THE CLIENT implies its acceptance and conformity by THE CLIENT, who declares from this moment on that he/she has full knowledge of the nature of the INTERNET and its limitations, as well as its technical qualities and response times for consulting, questioning or transferring data and information, as well as its legal environment and that these times may always vary.
FOURTH. DIGITAL ADVERTISING SERVICES. During the term of this instrument, PUBSA will provide THE CLIENT with DIGITAL ADVERTISING SERVICES, through the MEDIA. The sizes, attributes and positions of the MEDIA on the different screens of the DIGITAL ADVERTISING SERVICES are subject to PUBSA's policies, which THE CLIENT has previously read and accepted in their entirety.
FIFTH. CHANGES When the DIGITAL ADVERTISING SERVICES are provided to THE CLIENT, but the latter wants to make modifications, he must notify this within a maximum of 72 hours after the date on which the DIGITAL ADVERTISING SERVICES were provided. PUBSA may make up to 2 (two) minor changes in the design work that are agreed upon by THE PARTIES, provided that these changes do not require additional expenses, in the case of changes with a
additional expense THE PARTIES will negotiate the manner of paying them.
SIXTH. VALIDITY. The validity of this instrument will be in accordance with the cover of this instrument and as follows: For DIGITAL ADVERTISING SERVICES the MINIMUM MANDATORY TERM is 3 (three) months from the signing of this instrument. Once this TERM has ended
MINIMUM FORCED PERIOD and in the event that THE CLIENT has not notified THE CLIENT to terminate this contract, THE DIGITAL ADVERTISING SERVICES will continue to be provided in accordance with the provisions of this contract and the charge for this concept will be monthly; in the same way, once the MINIMUM FORCED PERIOD has passed, THE CLIENT may cancel the services that PUBSA provides.
SEVENTH. RATES AND COMMISSIONS.
The current rates, commissions, terms and conditions of the DIGITAL ADVERTISING SERVICES are those stated
can be found in this instrument. In the case of the GOOGLE ADWORDS product, the applicable fees are indicated on the cover of this contract, specified as follows:
PUBSA may modify the rates of the DIGITAL ADVERTISING SERVICES, informing THE CLIENT of any modification to these rates, 30 (thirty) calendar days in advance, respecting the terms and conditions of the contracts already formalized.
EIGHTH. FORMS, MEANS OF COLLECTION AND BILLING. The billing and payment of the consideration related to the DIGITAL ADVERTISING SERVICES may be made through credit or debit card, bank reference, bank deposit or direct debit with a payment deadline of 30 (thirty) calendar days from the signing of this contract, the amount to be paid as consideration for the services provided is specified on the cover of this instrument, always in the account that PUBSA indicates to THE CLIENT. In the case of THE MEDIA that will be included in the DIGITAL ADVERTISING SERVICES, the payment method will be in a single installment, according to the payment conditions described in the previous paragraph. Billing for THE MEDIA will be made from the first day of registration of contracted domains, with respect to the DIGITAL ADVERTISING SERVICES it will be made until the moment in which the start of the contract is confirmed.
campaign; and these invoices will only be issued in the same month of contracting and it is the obligation of THE CLIENT to provide PUBSA with the necessary data to prepare the corresponding invoice. Payments will only be recognized in referenced payment or by sending the receipt to pagos@publicidadenbuscadores. mx.
NINTH. NON-PAYMENT. In the event that THE CLIENT does not punctually pay any amount that must be paid in favor of PUBSA in accordance with this contract and its cover, said amount will accrue default interest from the due date until it is paid in full, interest that will accrue monthly, to be paid on sight and according to an annualized rate of 10% (ten percent) of the outstanding balance. When THE CLIENT does not make the corresponding consideration to PUBSA for what is agreed in this instrument and its cover, THE CLIENT will not receive an invoice, and must appear at the commercial offices of PUBSA, to make payment of the consideration with the corresponding interest.
TENTH. TECHNICAL ASSISTANCE AND TECHNICAL SUPPORT. PUBSA will offer THE CLIENT technical assistance and support services: Through the contact section of the website www.publicidadenbuscadores.mx, accessible directly from THE CLIENT's computer. The response to the query is provided by email or phone call within the following 24 hours of the corresponding business day. This service provides Personalized Technical Assistance, in case of problems, with the use of the MEDIA, which will be included in the DIGITAL ADVERTISING SERVICES; PUBSA at its discretion and depending on the magnitude of the situation that THE CLIENT manifests, and upon prior request of THE CLIENT, may send Specialized Account Executives for Technical Support for: creation, administration, consultation, and publication of the DIGITAL ADVERTISING SERVICES.
ELEVENTH. MAINTENANCE. PUBSA, after giving prior notice by email to THE CLIENT, may, without any liability, totally or partially interrupt the DIGITAL ADVERTISING SERVICES when carrying out maintenance activities on equipment and elements associated with the DIGITAL ADVERTISING SERVICES without incurring any breach.
TWELFTH. ASSIGNMENT OF RIGHTS. THE CLIENT may not under any circumstances assign the rights and obligations arising from this contract. Ownership of the rights of access, use, exploitation, and marketing of the DIGITAL ADVERTISING SERVICES is exclusive to PUBSA, therefore, THE CLIENT may not exploit them or transfer them to third parties in any way. THIRTEENTH. CONFIDENTIAL INFORMATION THE PARTIES undertake to maintain absolute secrecy regarding all existing confidential information during the term of the contract and upon its termination. Confidential information shall be understood to mean all information concerning their business, clients, industrial and commercial secrets, methods, processes, procedures or any other confidential information, with the exception of information that is in the public domain or through prior written consent of the other party.
FOURTEENTH. RESPONSIBILITY AND EXCLUSION. The information and CONFIDENTIAL INFORMATION transmitted by THE CLIENT through the DIGITAL ADVERTISING SERVICES will be under its exclusive responsibility, and therefore expressly releases PUBSA from any liability arising from unauthorized access, theft, damage, destruction or deviation of the information and CONFIDENTIAL INFORMATION, files or programs owned by THE CLIENT that are related in a manner
directly or indirectly with the DIGITAL ADVERTISING SERVICES provided by PUBSA. PUBSA shall not be liable for theft, modification, alteration, or destruction of files by persons called Hackers or Crackers who carry out invasions of privacy against THE CLIENT or third parties. THE CLIENT undertakes to indemnify and hold PUBSA harmless from any claim, demand or legal action that may be brought against PUBSA, arising from the events described in the preceding paragraphs.
FIFTEENTH. RESTRICTION ON USE OF DIGITAL ADVERTISING SERVICES. THE CLIENT undertakes to comply at all times with the legal, regulatory and contractual provisions that govern the provision of services, and THE CLIENT is strictly prohibited from marketing the DIGITAL ADVERTISING SERVICES provided by PUBSA. THE CLIENT must refrain from accessing, altering or destroying any information, and specifically CONFIDENTIAL INFORMATION that is not its property and, in general, not to carry out or permit any act against the interests of PUBSA and/or any of its clients, which may directly or indirectly impact the activities or business image of PUBSA or any of its clients. It is the responsibility of THE CLIENT to limit, restrict, avoid, prohibit and prevent its personnel or third parties from misusing, abusing or unauthorized use of the DIGITAL ADVERTISING SERVICES, and shall be obliged to cover any charges, including any damages caused to PUBSA resulting from its non-compliance. The failure of THE CLIENT to comply with the above authorizes PUBSA to suspend the DIGITAL ADVERTISING SERVICES, and even cancel it, without prejudice to demanding payment of the outstanding considerations owed by THE CLIENT and without PUBSA incurring any liability.
failure to provide DIGITAL ADVERTISING SERVICES, this contract and/or you may be required to pay any penalty and/or compensation.
SIXTEENTH. COPYRIGHT. THE CLIENT declares that all information provided to PUBSA for the fulfillment of this contract is its property and it may use it in accordance with the law; for the MEDIA service, THE CLIENT accepts the use of images, texts, trademarks and other distinctive signs at the time of authorizing their publication. Therefore, THE CLIENT agrees to hold PUBSA harmless from any claim, demand or lawsuit filed against PUBSA for violation of copyright.
SEVENTEENTH. INTELLECTUAL PROPERTY AND OBLIGATIONS IN THE USE OF TRADEMARKS. All intellectual or industrial rights related to the activities carried out by PUBSA related to signs, designs, concepts, labels or emblems, as well as any type of design that THE CLIENT provides to PUBSA derived from this Contract, will be during and after the term of this Contract, the exclusive property of THE CLIENT and PUBSA may not exercise any right over them.
EIGHTEENTH. ACTIONS AGAINST PIRACY. In the event that PUBSA becomes aware of any violation of THE CLIENT's Industrial Property rights, it will immediately notify the CLIENT in writing.
NINETEENTH. SUSPENSION AND CANCELLATION OF DIGITAL ADVERTISING SERVICES AND MEDIA. In the event that THE CLIENT does not pay for the DIGITAL ADVERTISING SERVICES before the deadline described in clause nine, PUBSA will proceed to suspend the DIGITAL ADVERTISING SERVICES contracted by THE CLIENT, without prejudice to any late payment interest caused by non-payment in relation to the services requested by THE CLIENT. THE CLIENT may request, with 30 days' notice, the cancellation of the DIGITAL ADVERTISING SERVICES, by sending a prior communication to the email address contacto@publicidadenbuscadores.mx and expressing its interest in cancelling the DIGITAL ADVERTISING SERVICES; on the understanding that the DIGITAL ADVERTISING SERVICES will be suspended once PUBSA has verified that THE CLIENT does not have any debt in relation to this contract: the cancellation will be recorded until the moment that PUBSA sends an email to THE CLIENT, that these services will be cancelled. When THE CLIENT decides to cancel within the MINIMUM FORCED TERM, he/she must pay 20% of the total MINIMUM FORCED TERM regardless of which month within the MINIMUM FORCED TERM he/she cancels. If THE CLIENT cancels outside the MINIMUM FORCED TERM, he/she must cover the full debt he/she has at the time of cancellation. PUBSA will have the right to terminate the use of the contracted DIGITAL ADVERTISING SERVICES at any time by simple communication sent in writing or by electronic means to THE CLIENT. PUBSA will not be liable for the loss of data or content, as well as for the contracted DIGITAL ADVERTISING SERVICES, resulting from its termination. Whenever possible, PUBSA will notify THE CLIENT by email of the possible interruption of the service and the period in which it will be resumed. At the end of this Contract, regardless of the reason that causes it, the contracted SERVICES, screen names and any similar rights derived from the use of this, will automatically terminate.
TWENTIETH. CAUSES FOR RESCISSION. Any act carried out by the parties in contravention of the provisions of the preceding clauses, as well as the cases indicated by the corresponding legislation, shall be grounds for termination of this contract.
TWENTY-FIRST. CONVENTIONAL PENALTY. In cases where the termination of the contract is due to causes attributable to THE CLIENT or in the event that THE CLIENT decides to terminate this contract without causes attributable to PUBSA, the latter shall have to pay a conventional penalty equivalent to 20% of the value of this contract.
TWENTY-SECOND. MODIFICATIONS TO THE CONTRACT. Modifications or additions to this contract shall be made by means of a written document duly signed by the PARTIES.
TWENTY-THIRD. NO CORRUPTION. THE PARTIES agree that during the execution of the contract, none of them, nor their employees or subcontractors of these will offer, promise or give, by themselves or through an intermediary, money, valuables or any other gift, to any public servant, which may constitute a breach of the law, such as theft, fraud, bribery or influence peddling.
TWENTY-FOURTH. CALL TRACKING SERVICE PUBSA may implement a tool for the CLIENT to record incoming calls, in which all calls received by THE CLIENT through its portal will be recorded. This service is provided for the purpose of quality of service and to keep a record of the number of incoming calls due to interest in the service. The cost for this service will be included in the invoice that PUBSA will send to THE CLIENT. All information collected will be treated and safeguarded as Confidential Information, so PUBSA may not use it except for statistical and quality purposes for THE CLIENT. Information regarding Personal Data will be treated in accordance with THE CLIENT's Privacy Policy. PUBSA will be solely responsible for personal data in accordance with THE CLIENT's Privacy Policy.
TWENTY-FIFTH. ADDRESSES. The addresses for receiving notifications shall be considered those established on the cover page of this contract.
TWENTY-SIXTH. DEFECTS OF CONSENT. It is expressly agreed by the PARTIES that this Contract is entered into without violence, fraud, error, deceit or bad faith on the part of any of them, and therefore does not exist.
TWENTY-SEVENTH. APPLICABLE LAW AND JURISDICTION. For the interpretation and fulfillment of this Contract, the PARTIES submit to the laws and courts of Mexico City, and therefore waive any jurisdiction that may apply to them by reason of their present or future domicile or for any other reason.