General Terms and Conditions

Effective Date: February 2, 2014

  1. Terms
    1. The following terms and conditions apply to the services provided by (“k8media”), and constitute an agreement between the parties.  The agreement (the “Agreement”) is entered into effect as of the date of execution noted on the Insertion Order (the “Order”), if one exists, between k8media a New Jersey limited liability company with its principle place of business at 1375 Boradway, Suite 600, New York, NY, 10128 and the party or parties requesting services from k8media listed on the order (the “Advertiser”).  If no Insertion Order exists, then this Agreement is effective when the Advertiser selects “I have read and agree to the Terms and Conditions” on the k8media website.

  2. Advertising Obligations
    1. k8media’s sole obligation under this Agreement will be to use commercially reasonable efforts to deliver the display advertisements (“Creative”) in the manner specified in the Order unless otherwise specified. All Creative will be subject to k8media’s approval. k8media reserves the right to reject, discontinue, or omit any Creative or any part thereof for any reason.  This right will not be deemed waived by acceptance or actual use of any Creative.The Advertiser grants k8media a non-exclusive, non-transferable, worldwide right to reproduce and publicly display the trademarks, trade names, service marks, and logos of Advertiser for purposes of advertising. k8media will not disclose any details of the campaign, including but not limited to: campaign budget, campaign type, campaign duration, campaign metrics, and results of any and all campaigns associated with the Advertiser without prior consent.

  3. Payment and Refunds
    1. All payments will be made in advance via Credit Card unless: (a) otherwise specified on the order; or (b) credit is approved under special circumstances.  Upon approved credit, payment will be made within 30 days from date of invoice.  In the event Advertiser pays with credit card, Advertiser expressly agrees that Advertiser will not charge back on such credit card account. Billing will recur monthly, or according to the billing period specified in the Order, until the end date specified in the Order. If no end date is specified, billing will recur until Advertiser terminates the campaign.  
      You can delete your account at any time by providing k8media with written notice that you wish to do so. k8media will refund the unused balance in your account (if any), minus an administrative fee of 15%, within 30 day.

  4. Limitation of Liabilities
    1. Under no circumstances will k8media be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not Advertiser had been advised of the possibility of such damages) arising from any aspect of this Agreement.
    2. Notwithstanding any other provision of this Agreement, the liability of k8media will be limited to the total amount paid by Advertiser to k8media under this Agreement.
    3. k8media will not be liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond k8media’s control affecting production or delivery in any manner.

  5. Indemnification
    1. Advertiser will indemnify k8media and hold k8media harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by k8media, arising out of or related to (a) Advertiser’s breach of any of the representations and warranties in this Agreement; (b) nonfulfillment of any obligation hereunder to be performed by Advertiser; or (c) infringement or alleged infringement of a third party’s intellectual property rights resulting from k8media’s performance of its duties or exercise of its rights under this Agreement.
    2. k8media will promptly notify the Advertiser of any threat of a claim that k8media becomes aware of and that may give rise to a request for indemnification hereunder.

  6. Warranties
    1. Advertiser warrants that: (a) Advertiser has authorized the person who has executed this Agreement for Advertiser to execute and deliver this Agreement to k8media on behalf of Advertiser; and (b) information, if any, supplied to k8media by Advertiser for inclusion within the Creative will not be procured or produced inconsistently with U.S., foreign, or international law.

  7. Confidentiality – See Privacy Policy.
  8. AdTags - See AdTags Policy
  9. Landing Pages - See Landing Pages and POP advertising policy
  1. Termination and Breach
    1. This Agreement will be for a term of 1 month.  This Agreement will be extended in one month increments unless Advertiser sends notice within 5 days of Next Payment Date (defined as 30 days from when the Advertiser logs payment).
    2. k8media retains the right to terminate this Agreement, in whole or in part, with or without cause, at any time.
    3. Upon termination for any reason, Advertiser will remain liable for any amount due for services delivered by k8media and Advertiser’s obligation to pay will survive termination of this Agreement.  Advertiser understands that the amount of time required to terminate a campaign is directly tied to settings found in their account and termination may take as long as 30 days from the date of notice.  Advertiser will be responsible for any additional fees incurred during this period.  Any cancellation notice will be based on the date the written notice was received by k8media.

  2. Miscellaneous
    1. Advertiser must not assign, license, sublicense, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of k8media.  Any such transfer will be void and without effect, and may constitute breach of this Agreement.  Notwithstanding these provisions, rights and obligations under this Agreement may be transferred in the event that Advertiser is involved in a merger or an acquisition.  Such transfer will only be effective if made to the surviving or acquiring company.
    2. All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and delivered to the other party.
    3. Unless otherwise specified, this Agreement may only be modified, or any rights under it waived, by a written document executed by k8media and Advertiser.
    4. This Agreement will be interpreted, construed and enforced in all respects in accordance with laws of the State of California, without regard to the state or country of incorporation or operations of Advertiser, or activity of either party in accordance with this Agreement.  Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in San Francisco County in the State of California in connection with any dispute arising under this Agreement.
    5. In the event that any provision of this Agreement is held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining provisions will remain in full force and effect.
    6. The Confidentiality, Warranties, Limitation of Liabilities. and Indemnification provisions will survive any termination or expiration of this Agreement.
    7. This Agreement, in conjunction with the Order, sets forth the entire agreement between Advertiser and k8media and supersedes any and all prior and contemporaneous agreements (whether written or oral) of k8media and Advertiser with respect to the subject matter set forth