The following terms and conditions (the “Master Terms and Conditions”) shall govern the use of Moving Walls Pte Ltd (“Moving Walls”) products and services (the “Services”) described in any Moving Audiences Media Booking Agreement, the Moving Audiences Order Form, or Moving Audiences Statement of Work, as the case may be, (collectively referred to herein as the “Agreement”) entered into between You (the “Company”) and Moving Walls. If You are entering into these Master Terms and Conditions on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to these Standard Terms, in which case “You” or “Your” shall mean such entity. If You do not have such authority or if You disagree with any of the terms in these Standard Terms, Moving Walls does not grant You a license to use the Services. In the event of any inconsistency between these Standard Terms and the applicable Agreement, the applicable Agreement shall govern and control.
You can always find the most recent version of these Master Terms and Conditions at movingwalls.com/terms-and-conditions. Moving Walls may change these Master Terms and Conditions by posting a new version without notice to You. Use of the Services after such change constitutes acceptance of such changes.
These Master Terms and Conditions, together with the Moving Audiences Platform “Order Form” (collectively, the “Agreement”) govern the relationship between Company – and any advertisers or agencies that have authorized Company to act on their behalf – and Moving Walls (each a “Party” and together, the “Parties”).
Moving Walls reserves the right to modify these Standard Terms and Conditions with effect for the future at any time. In this case, Moving Walls will notify the Company of these changes. The changes shall be deemed to be accepted if the Company does not object in written form within three weeks of receipt of the amendment notification. Moving Walls will inform the Company in its amendment notification about the Company’s right to object and the effects of a lack of objection. If the Company rejects the changes, Moving Walls has the right to terminate the Agreement.
The following terms shall be defined in this Agreement as follows:
“Inventory” means digital out-of-home advertising or mobile advertising inventory, which may be displayed and sold through Moving Walls’ Moving Audiences Platform service. The inventory may be one of the following:
“Partner Inventory” refers to inventory procured from Supply Side Platforms that Moving Walls has a direct relationship with. The pricing of such inventory will be determined by Moving Walls and its Publishers.
“Company Inventory” refers to inventory procured from Publishers that the Company has a direct relationship with. The pricing of such inventory will be determined by the Company and its Publishers. The inventory is made available to Moving Walls’ Moving Audiences Platform Service via any of its Partner Supply-Side Platforms. It is the responsibility of the Company to make sure the Company Inventory is plugged into Moving Walls’ Partner Supply-Side Platform and that the Publishers use the platform to maintain inventory, accept bookings, approve creatives, and update play logs. Where the inventory is not plugged into Moving Walls’ Partner Supply-Side Platform, the final booked amount will be used to calculate the Platform Fee for any such inventory involved in a specific booking.
“Creatives” means any visual material provided by company for delivery on digital out-of-home media sites or mobile advertising inventory as part of their inventory purchase.
“Delivery Reports” refers to the record of ad plays or slots played on DOOH inventory or impressions delivered on mobile advertising. This information is passed automatically to Moving Walls’ Moving Audiences Platform Service by Moving Walls’ supply side platform partners.
“Intellectual Property Rights” means patent rights, copyright rights (including, but not limited to, rights in visual works and moral rights), trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.
“Client Licence” refers to the subscribed license’s that the Company will get access to for planning, buying, verifying, and analysis. Company will only be able to plan for Active Client License’s. The client license fee is an annual recurring fee billed upfront.
“Pitch Proposal” refers to a proposal created for a non-licensed client through the Moving Audiences platform. Company must declare the pitch Closed Lost or Closed Won and will at any time get access to create up to 10 such Pitch Proposals. When a Pitch Proposal is marked as Closed Won, an additional Client License will be activated for the specified client from the date when the Pitch Proposal was first created.
“Ad Hoc Proposal” refers to a proposal created for a non-licenced client that will not be turned into an annual licence. Company can create any number of these and a per campaign proposal fee will be charged.
“Platform Fee” is the fee payable by Company for Moving Walls’ Moving Audiences Platform Service. The Platform Fee will be calculated as a certain percentage of the Media Spendings of the Company as set forth in the Moving Walls Order Form based on the services accessed:
The “Platform Fee” costs cover the following services:
“Marks” means a party’s trademarks, trade names, service marks and service names.
“Media Spendings” means the selling prices for out-of-home advertising inventory booked and delivered by Company via Moving Walls’ proprietary platform. The exact amount of the Media Spendings depends on the amount of inventory bought by Company. This includes both Platform Inventory and Company Inventory.
“Publisher” means provider of OOH and/or DOOH inventory
“Service” means each Moving Walls product, platform, or service provided or made accessible to Customer in accordance with an Order Form.
“Service Policies” means, collectively, all applicable rules, terms, conditions, requirements, technical standards and policies of Moving Walls that are set forth in the Moving Walls’ Moving Audiences Platform Service user interface and/or provided by Moving Walls to the Company from time to time.
“Order Form” means an order form, schedule, or other document entered into or accepted by Customer that incorporates these Master Terms and Conditions and that sets forth one or more Service(s) being provided by Moving Walls to Customer and specific terms applicable to each such Service.
3.1. Grant of License.
Subject to Company’s payment of the Platform Fee when due and compliance with the Service Policies and with the Agreement, Moving Walls grants to Company – and Company accepts – the non-exclusive, non-transferable, non-sublicensable right and license to access and use the Moving Walls Service during the term of this Agreement. The Moving Walls Service is provided by Moving Walls over the Internet, and the foregoing does not grant any right to Company to receive or use copies of any Moving Walls software code other than through the web interfaces provided by Moving Walls. Company hereby expressly grants to Moving Walls – and Moving Walls accepts – all rights necessary to enable Moving Walls to store, audit, optimize, deliver and serve Creatives on the purchased Inventory and otherwise provide the Moving Walls Service to Company.
3.2. Limitations.
Company hereby explicitly agrees that it will not and will not enable any third party to: (a) reproduce or distribute or make available the Moving Walls Service or any portion thereof to any third party; (b) use or authorize use of the Moving Walls Service for any purpose not specified in this Agreement; (c) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing or any other unauthorized purposes the Moving Walls Service or access thereto; or (d) modify, translate, reverse engineer, reverse compile, disassemble the Moving Walls Service or any portion thereof, or attempt to do any of the foregoing. For the avoidance of doubt, Moving Walls expressly reserves all Intellectual Property Rights not expressly granted under this Agreement. Except as explicitly set forth herein, Moving Walls does not grant any other license (express or implied) to Moving Walls’s Intellectual Property Rights. The Parties acknowledge and agree that nothing in this Agreement or the performance hereof will operate to or shall be construed to grant either Party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other Party.
Moving Walls has agreements in place to access Inventory from various Supply Side Platforms. It will then sell it to Company in its own name and on its own account at a price that takes into account the Media Spendings entered by the Company on Moving Walls’s proprietary platform. The prices for the Media Spendings will be indicated to the Company on Moving Walls’s proprietary platform.
5.1. Client Licence Fee, Platform Fee and Media Spendings Payment, Auction Supply.
Moving Walls will Invoice Company for Annual Client License Fees, where applicable, due whenever a client license is activated. Moving Walls will also invoice Company during the first week of each month for the Media Spendings and Platform Fees due to Moving Walls for the previous month pursuant to this Agreement and the Moving Walls Order Form in connection with inventory booked via the Moving Walls Service. Moving Walls’s inventory count and Moving Walls’s record of the price per inventory will be controlling and final. Any complaints relating to an invoice must be submitted to Moving Walls in writing or by email to finance@movingwalls.com within two weeks upon receipt of the invoice. If no such complaint has been made within two weeks upon receipt of invoice, the invoice is deemed to be accepted. Payment is due within 30 days after the date of the invoice and in indicated currency. The company acknowledges and agrees that the use of the Moving Walls Service may be subject to credit limits, as determined by Moving Walls in its sole discretion from time to time. The company will promptly provide Moving Walls with information Moving Walls reasonably requires to complete its payment review process. Moving Walls’s invoices shall be due regardless of whether the Company has collected payments from its clients.
5.2. Late Payments.
Late payments will be subject to the interest rate of 1.5% per month. If Company fails to make any payment due and payable, Company shall pay all late payment expenses and damages (including attorney’s fees) incurred by Moving Walls in collecting such payments. In addition, Moving Walls shall be entitled to suspend Company’s access to and use of the Moving Walls Service upon giving the Company 48-hours prior notice via email.
5.3. Taxation
. Except for taxes on Moving Walls’s income, Company shall also be responsible for and shall pay any and all applicable taxes or duties, tariffs or the like applicable to the provision or use of the Moving Walls Service.
5.4. Inventory Expenses.
It is Moving Walls’s sole responsibility to arrange for and settle payment obligations with any Third Party Platform inventory suppliers. It is the Company’s sole responsibility to arrange for and settle payment obligations with any Third Party Company Inventory Suppliers.
The company will use the Moving Walls Service under this Agreement in compliance with all applicable privacy laws, rules and regulations.
Confidential Information means any non-public information relating to the Moving Walls Service or disclosed to Company by Moving Walls in the course of this Agreement. Company shall use reasonable care to protect Confidential Information of Moving Walls, and shall use Confidential Information only for the purposes of using the Moving Walls Service as permitted by this Agreement. Confidential Information does not include any information that (a) has been made public; (b) becomes public through no fault of Company; (c) was already in the possession of Company without confidentiality obligations; or (d) independently developed by Company. If Company must disclose Confidential Information in response to the judicial or governmental order, Company will promptly notify Moving Walls and provide reasonable assistance to seek confidential treatment. The company will not disclose or provide any confidential information of Company or any third party to Moving Walls.
8.1. Authority.
Company hereby represents and warrants that: (i) it has and will have all necessary rights and authority to enter into this Agreement and to perform its obligations hereunder and thereunder; and (ii) it is and will be authorized to act on behalf of each of its advertisers and agencies in order to deliver advertising campaigns via the Moving Walls Service, its performance under this contract will not breach any Agreement or other obligation that it has with or to any such advertisers and agencies. The company will be responsible for its advertisers’ and agency’s acts and omissions in connection with the Moving Walls Services provided under this Agreement.
8.2. Compliance.
The company will comply with any terms and conditions of this Agreement and additional restrictions and/or specifications that may be provided from time to time. The company represents and warrants that its use of the Moving Walls Service will not violate or cause Company to breach any other agreements it may have with third parties. Company shall be solely responsible for its use of the Moving Walls Service hereunder.
8.3. Acceptable Use.
The company will comply with all applicable laws and regulations. Company will not, will not attempt to, and will not assist or knowingly permit any third party to: (a) deliver any malware, spyware, viruses, worms or other harmful or malicious code into the Moving Walls Service and/or onto any creative made available through the Moving Walls Service; (c) breach, disable, tamper with, or develop or use (or attempt) any workaround for, or otherwise damage any Moving Walls Service or any security measure thereof; (d) interfere or attempt to interfere (whether through a device, software, mechanism, routine or otherwise) with the proper working of any Moving Walls Service or any activity conducted on any Moving Walls server; (e) alter or tamper with any information or materials on or associated with any Moving Walls Service.
In addition, Company will not, will not attempt to, and will not assist or knowingly permit any third party to: disclose Inventory availability, volume, or pricing data obtained through the Moving Walls Service.
Moving Walls will provide the following technical support to Company in connection with its use of the Moving Walls Service: (a) Moving Walls will provide technical support to Company at no additional charge to resolve technical issues with the Moving Walls Service, provided that Company designates no more than 2 employees to submit such support issues; and (b) Moving Walls will use commercially reasonable efforts to ensure that the Moving Walls Service is available at least 99% of the time calculated on a monthly basis (“Uptime”). This calculation excludes downtime required for routine maintenance, as notified at least two business days in advance and downtime resulting from technical malfunctions in the systems of Company or any other circumstances beyond Moving Walls’s reasonable control (including, without limitation, Internet delays, network congestion and ISP malfunctions). For clarity, Uptime calculation is separate from and does not include the delivery or non-delivery of campaigns.
Notwithstanding anything to the contrary as negotiated between Moving Walls and Company, in the event that Uptime is lower than 99% in any three consecutive months or in any four months in any 12-month consecutive period, Company will have a one-time right to terminate the agreement upon 30 days prior written notice to Moving Walls, subject to such notice being received by Moving Walls within 30 days of the downtime period.
Company agrees to grant to Moving Walls the limited right to use Company’s name and logo on customer lists and informational materials. Except as set forth above, neither Party will issue any publicity or general marketing communications concerning this relationship without the prior written consent of the other Party, which will not be unreasonably withheld or delayed.
11.1. Term.
This Agreement will begin on the agreed Effective Date and, will renew for additional terms as indicated in the “Order Form” unless either Party provides the other Party with written notice of its intent not to renew the Agreement at least 60 days prior to the end of the then-current term. Any subscribed Annual Client Licences will also be automatically renewed unless either Party provides the other Party with written notice of its intent not to renew the Agreement at least 60 days prior to the end of the then-current term.
11.2. Termination for Convenience.
Either party may terminate this Agreement, effective as of the last day of a calendar month, by providing 60 days’ prior notice.
11.3. Termination for Cause.
Either Party may terminate this Agreement, at any time, in the event that the other Party breaches any material term of this Agreement and fails to cure such breach within sixty (60) days following notice thereof from the non-breaching Party.
11.4. Moving Walls Termination.
In addition, Moving Walls may terminate this Agreement, at any time, in the event that:
(a) Company breaches any payment-related provision and fails to cure such breach within (10) days following notice thereof from Moving Walls;
(b) Company becomes the subject of a voluntary or involuntary petition in bankruptcy or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or,
(c) The company merges with or is acquired by another company, sells all or substantially all of its assets or stock or business to which this Agreement relates, or is subject to any substantial change in ownership, management or control.
11.5. Effects of Termination.
Upon any termination of the Agreement: (a) all licenses granted by Moving Walls hereunder will automatically cease; (b) each party will promptly return to the other all of the other Party’s Confidential Information within its possession or control; and, (c) the payment dates of all amounts due Moving Walls will automatically be accelerated so that they will become due and payable on the effective date of termination, even if longer terms had been provided previously.
The Moving Walls Service is provided “as is” and “as available”.
The Company accepts that Moving Walls does not give any representations and warranties, express, statutory or implied, including any implied warranties for fitness for a particular purpose, title, merchantability, non-infringement, and course of dealings or performance.
Any defaults in the delivery of advertising materials by Moving Walls have to be reported immediately after inspection, but no later than three (3) working days after completion of the order, otherwise Company’s warranty claims shall be excluded.
In case Moving Walls cannot provide the Moving Walls Service due to force majeure or any other event outside Moving Walls’s control, this has no effect on the contractual conformity of the services provided by Moving Walls. Company’s obligation to pay Moving Walls’s fees shall, therefore, remain unaffected, however, the Term for the Moving Walls Services to be rendered shall be rescheduled if possible.
Company will defend, indemnify and hold harmless Moving Walls and its officers, directors, employees and agents from liabilities (including without limitation reimbursement for reasonable outside attorneys’ fees and disbursements) arising out of all third-party claims relating to: (i) Company’s culpable breach or alleged breach of its obligations under this Agreement; or (ii) infringement or misappropriation of a third party’s Intellectual Property Rights in connection with the creative, technology, data or other materials provided by Company to Moving Walls in connection with the Moving Walls Service hereunder.
14.1. Notice.
All notices under this Agreement must be in writing (including, without limitation, email) and sent to the attention of the other Party’s contact for notices. Either Party may change its contact for notices, billing contact and/or additional contact by providing notice to the other Party. Notice will be deemed given when delivered.
14.2. Governing Law.
This Agreement shall be governed by the laws of Singapore and each of the parties hereto submits to the non-exclusive jurisdiction of the Courts of Singapore.
14.3. Independent Contractors.
The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
14.4. Assignment.
The company may not assign or transfer any part of this Agreement without the written consent of Moving Walls.
14.5. Integration; Waiver.
This Agreement is the Parties’ entire Agreement relating to its subject and supersedes any prior or contemporaneous Agreements on that subject. All amendments hereto must be executed by both Parties and expressly state that they are amending this Agreement. Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision of the Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. Nothing in this Agreement will limit a Party’s ability to seek equitable relief.
14.6. Force Majeure.
Neither Party will be liable for any acts or omissions resulting from circumstances or causes beyond its reasonable control. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, Moving Walls does not guarantee any Moving Walls Service will be operable at all times or during any down time caused by outages to any public Internet backbones, networks or servers, any failures of equipment, systems or local access services, or for previously scheduled maintenance.
14.7. Restriction on Resale.
The company may not resell any Moving Walls Service, it being understood and agreed that Company’s use of the Moving Walls Service hereunder on behalf of advertisers and agencies that Company is authorized to act on behalf of in order to deliver advertising campaigns via the Moving Walls Service will not be deemed a breach of this Section.
14.8. Counterparts.
The Parties may execute this Agreement in counterparts, including facsimile, PDF and other electronic copies, which taken together will constitute one instrument.