When You place on Order for Paid Media, You are agreeing to the following terms and conditions (the "Purchase Terms"):
PAID MEDIA ORDERS
Orders. Unless otherwise agreed by BlackBerry, an order for Paid Media ("Order") is issued by You to BlackBerry in a form provided by BlackBerry. Subject to the cancellation provisions below, the Order is binding on You and may not be rescinded once submitted to BlackBerry. Performance by BlackBerry constitutes acceptance of the Order.
Cancellation. You may cancel an Order by providing us with 2 business days prior written notice at email@example.com. You will not be charged for any ad units delivered following such notice period.
Campaign Shortfall. If there is a shortfall in delivery of Paid Media ordered of more than 5% at the end of the applicable campaign period, we may provide, as Your sole remedy, "make good" Paid Media through comparable placements, to be delivered no later than 60 days following the applicable scheduled campaign end date.
Your Content. Unless otherwise noted on the Order, You shall provide Your Content (including, without limitation, artwork, copy, active URLs, and scheduling instructions) to us in compliance with generally accepted standards of good practice in the industry and in accordance with specifications required by us. We retain a continuing right to reject or withdraw Your Content, including, but not limited to, the right to reject or withdraw for unsatisfactory technical quality, objectionable or unlawful content, or incorrect or inaccurate information, as determined by us in our sole discretion. We may copy and store Your Content during the distribution thereof as we deem appropriate to optimize the performance of content distribution. We may further use, in an aggregated form for analysis and optimization purposes, data and campaign information submitted by You or resulting from Your placement of Paid Media, including, without limitation, actions taken by users who interact with the Paid Media.
Payment. You agree to pay all fees set forth in an Engagement Form or Order or as otherwise agreed in respect of any order for Paid Media accepted by us ("Fees").
Payment Terms. For transactions that require payment by way of credit card, You will provide us with valid and current credit card information for a credit card supported by the BBM Paid Media Services and You authorize us to charge such credit card account for all Fees. We may obtain preapproval for an amount up to the amount of the applicable order. Unless otherwise provided in the applicable Engagement Form or Order (for example, in respect of services that are billed in arrears on a weekly or monthly basis), charges will be made in advance in accordance with the billing frequency set forth in the applicable Engagement Form or Order. Where payment other than by credit card is specified, we will invoice You for the applicable Fees in the currency set forth in the applicable Engagement Form or Order. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. All Fees are payable in the currency set forth in the applicable Engagement Form or Order. Unless otherwise set forth in the applicable Engagement Form or Order, all invoices are to be paid within 30 days of the date of invoice. Any disputed amounts shall not affect payment of non-disputed amounts. You shall make payments to the BlackBerry entity and address set forth in the invoice.
Late Payment. We may, at our discretion, charge interest on late payments at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is lower. In addition, without limiting our other rights and remedies, we may suspend Your use of the BBM Paid Media Services if payment by You is overdue.
Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees. We reserve the right to increase (prospectively or retrospectively, as applicable) the applicable Fees in the event any withholding tax obligation, as determined by You to be applicable, prevents us from receiving the entirety of the applicable Fees.
Definition. As used in these Purchase Terms, "Confidential Information" means any information disclosed by a Party to the other Party in connection with the subject matter hereof that is either specifically identified as confidential prior to or at the time of its disclosure or would reasonably be considered confidential in the circumstances. Our Confidential Information includes non-publically disclosed portions of the BBM Paid Media Services, including the pricing for Paid Media. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of its disclosure (A) by the receiving Party or its representatives in breach of these Purchase Terms or (B) which the receiving Party knows (or ought reasonably to have known having made reasonable enquiry) to have been in breach of any other undertaking of confidentiality addressed to the disclosing Party (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (ii) was lawfully in the possession of the receiving Party before the information was disclosed to it by the disclosing Party and continues to be held in accordance with the terms on which it was obtained; or (iii) is developed by the receiving Party independently of the information disclosed by the disclosing Party; or (iv) the Parties agree in writing is not confidential.
Obligations. The receiving Party shall use the same degree of care to prevent the unauthorized use, reproduction or disclosure of the disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event shall it use less than a reasonable degree of care. The receiving Party shall also only permit access to the disclosing Party's Confidential Information by its and its Affiliates employees, contractors, and agents who have a need to know for purposes consistent with these Purchase Terms and who are subject to confidentiality obligations that are consistent with the confidentiality obligations of these Purchase Terms. Neither Party shall use the Confidential Information of the other Party for any purpose other than to exercise their rights and fulfill their obligations under these Purchase Terms. The receiving Party may disclose Confidential Information of the disclosing Party if it is compelled by law to do so, provided the receiving Party gives the disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.
CONTRACTING ENTITIES, NOTICES
Ad Representatives. If You are an advertising agency or other entity purchasing BBM Paid Media Services for the benefit of one or more advertiser (an "Advertiser"): (i) You are the contracting party under these Purchase Terms and are responsible for the payment of all Fees and otherwise complying with the Purchase Terms; and (ii) You represent that You are the authorized representative of the Advertiser, and that You have the legal authority to enter into these Purchase Terms in respect of Paid Media distributed for the benefit of Advertiser and to make all decisions and take all actions relating to the Advertiser's accounts that are associated with the BBM Paid Media Services. In the event of a termination of your relationship with an Advertiser, You will promptly advise us of such termination of the relationship and immediately cease accessing such accounts.
Affiliates. You may use the BBM Paid Media Services to purchase Paid Media on behalf of Your Affiliates, provided that You will be billed for such purchases and You will remain liable for all Fees and all actions of Your Affiliates in connection with such purchases. If You wish to have Your Affiliates billed separately for their purchases of Paid Media, Your Affiliates must open a separate BBM Paid Media Services account with us.
U.S. Residents. If You are domiciled in the United States of America, "we", "us" or "our" means BlackBerry Corporation and, except as otherwise provided in these Purchase Terms, all notices to us hereunder shall be deemed to have been duly given when made in writing and delivered in person, delivered by courier, or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to BlackBerry Corporation c/o BlackBerry Limited at 2200 University Avenue East, Waterloo, Ontario, Canada N2K 0A7, Attention: Legal Department.
Non-U.S. Residents. If You are domiciled anywhere other than the United States of America, "we", "us" or "our" means BlackBerry Limited and, except as otherwise provided in these Purchase Terms, all notices to us hereunder shall be deemed to have been duly given when made in writing and delivered in person, delivered by courier, or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to BlackBerry Limited at 2200 University Avenue East, Waterloo, Ontario, Canada N2K 0A7, Attention: Legal Department.
Notice to You. Except as otherwise provided in these Purchase Terms or in an Engagement Form, all notices by us to You hereunder shall be deemed to have been duly given when made in writing and delivered in person, by courier or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to You at the billing address supplied to us by You, or when given electronically by way of email to the email address furnished by You to us.
REPRESENTATIONS & INDEMNIFICATION
Representation. You represent and warrant that You have the power, capacity and right to enter into Orders and to bind Yourself to these Purchase Terms.
Indemnification. You will indemnify, hold harmless, and (at our option) defend us and our affiliates and our respective agents, licensors, contractors, and service providers from and against any and all claims, suits, actions, damages, liabilities, judgments, losses, assessments, interest charges, penalties, costs, and expenses (including, attorney's fees and disbursements) arising out of or relating to (i) Your Content, or (ii) any breach by you of these Purchase Terms or any misrepresentations by You hereunder.
Survival. Payment obligations, representations and indemnities contained in these Purchase Terms shall survive the completion, cancellation, or termination of any Order.
DEFINITIONS & MISCELLANEOUS
Definitions. The following terms have the ascribed meanings: "Affiliate" means, with respect to any legally recognizable entity, any other such entity Controlling, Controlled by, or under common Control with such entity. "Control" means direct or indirect: (i) ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for members of the board of directors or other managing officers of such entity; or (ii) for an entity that does not have outstanding shares, more than fifty percent (50%) of the ownership interest representing the right to make decisions for such entity. An entity shall be deemed an Affiliate only so long as such Control exists.
"BBM Paid Media Services" means the portion of the BBM service that allows BBM Paid Media account holders, or their authorized representatives, to purchase Paid Media.
"Engagement Form" means the form(s) prescribed by us for use by You to the BBM Paid Media Services (or for broader services that include BBM Paid Media Services), which forms may include on-line forms or forms provided by us in other formats, such as electronic documents, and includes any addenda or supplements thereto.
"Paid Media" means ad units that You may purchase under these Paid Media Purchase Terms, which may include BBM Channel invites, BBM Channel sponsored posts, preferred placement in the BBM Channel directory or carousel and such other ad units as may be made available by us from time to time.
"You" or "Your" means the individual, company, or other legal entity set forth in the applicable Engagement Form. You and we are sometimes referred to together as the "Parties" and individually as a "Party".
"Your Content" means any data, software, text, music, sound, photograph, graphic, video, message, tag, or other digital material or other digital information that is submitted or otherwise made available by or on behalf of You for publication in connection with Your use of the BBM Paid Media Services.
Precedence of Terms. In the event of a conflict between the provisions of these Purchase Terms and any Engagement Form, the Parties hereby acknowledge and agree that, except where expressly stated otherwise on the Engagement Form, the Purchase Terms shall prevail. The BBM Paid Media Services form part of the BBM service. To the extent these Purchase Terms conflict with the BBM Terms of Service (located at www.blackberry.com/legal/bbm-tos), these Purchase Terms shall prevail.
Miscellaneous. Orders may not be resold, assigned or transferred by You without first obtaining our written consent. We may assign these Purchase Terms without prior notice to You. We may perform all obligations to be performed under these Purchase Terms directly or may have some or all obligations performed by our contractors or subcontractors. Nothing in these Purchase Terms shall constitute a partnership, joint venture, or agency between us and You. You agree that we may identify you as an advertiser in client lists and other marketing materials.
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