1.1 The following capitalised terms shall have the following meaning:
2.1 These T&Cs, as may be amended from time to time, in accordance with clause 2.3, are a binding agreement and regulate the relationship between the Parties. The Parties agree that the Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and/or understandings, in whatever form, relating to the Services. Any conflicting terms, conditions, agreements, and/or statements in whatever form (including any Publisher’s terms and conditions) will not be deemed to amend the Agreement.
2.2 The Publisher becomes bound by the Agreement when the Publisher embeds the Script sent by the Client on the Publisher’s Websites and/or Apps’ source code or ad manager.
2.3 The Publisher agrees to be bound by the most recent version of these T&Cs, which Playhill, at its sole discretion, may amend from time to time, by publishing a new version of these T&Cs on this page. The Publisher is responsible for regularly checking this page to confirm if these T&Cs have been amended. Playhill shall display the date of the latest version of these T&C at the top of this page. All amendments to these T&Cs shall come into force within seven (7) calendar days after its publication. The continued performance of the Services after the said seven (7) calendar days period has elapsed shall constitute the Publisher’s acceptance to be bound by such updated version of these T&Cs. In the event the Publisher does not agree with the updated version of these T&Cs, the Publisher’s sole remedy is to terminate the Agreement.
3.1 The Publisher shall perform the obligations arising from the Agreement with reasonable care and skill. In the performance of the said obligations, the Publisher shall, at all times, comply with any Applicable Law.
3.2 The Publisher agrees to embed the Script sent by the Client on the Publisher’s Websites and/or Apps’ source code or ad manager, display the Advertising Materials on the Publisher’s Websites and/or Apps, and deliver the agreed number of valid ad impressions (the “Services”).
3.3 The Client shall deliver the Script to the Publisher via an API link.
3.4 The Client shall track the number of valid ad impressions of the Advertising Materials.
3.6 During the term of the Agreement, the Publisher shall not bid on the Advertiser’s Intellectual Property Rights (or misspells thereof) as keywords or other search terms within paid search activity.
3.7 Except for the content of the Advertising Materials, the Publisher shall be solely responsible for any breach of any Applicable Law.
4.1 In consideration for the provision of the Services, the Client shall pay the Publisher the Fees.
4.2 Unless otherwise agreed in the relevant IO, the Client shall pay the invoices in full within thirty (30) calendar days of the receipt of a valid invoice to the Publisher’s payment details.
4.3 The Publisher shall be solely responsible for all taxes (including VAT) that may be payable as a result of the receipt of the Fees.
4.4 Each Party shall bear its bank and correspondent bank charges.
4.5 The Client represents and warrants that it does not have a permanent establishment or a fixed base in any other territory, other than the country of its registered office.
4.6 If any Party terminates the Agreement, the Fees will not be due, and any prepayments transferred to the Publisher shall be returned, or the Fees shall be reduced to an amount equivalent to the Services actually performed by the Publisher until the termination date.
5.1 The Publisher acknowledges and accepts that the Advertising Materials are related to Gaming and/or Forex.
5.2 The Publisher acknowledges that it has independently reviewed the lawfulness of displaying the said Advertising Materials on the agreed geo(s).
5.3 The Publisher shall not target geos other than the ones agreed.
6.1 The Publisher represents, and the Client acknowledges, that the domain and the content of the Publisher’s Websites and/or Apps, including the Intellectual Property Rights therein, are owned by or licensed to the Publisher. The Publisher shall be solely responsible for the content of its Websites and/or Apps.
6.2 The Publisher acknowledges that the Intellectual Property Rights related to the Advertising Materials are owned by or licensed to the Advertiser.
7.1 The Agreement shall be effective for the duration of the agreed ad campaign.
7.2 The Client can, at its sole discretion, renew the ad campaign.
8.1 Each Party shall hold harmless and indemnify the non-breaching Party with respect to all Losses suffered or incurred by the non-breaching Party due to any obligation breached by the breaching Party, representations and warranties, and/or any Applicable Law.
8.2 Each Party shall be liable to the other Party for any breach by its or any Group Company’s directors, employees, or service providers.
9.1 To the extent permitted by law, each Party’s aggregate liability in contract, tort, and misrepresentation in connection with the Agreement shall be limited to double the amount received or paid under the Agreement in the last twelve (12) months.
9.2 To the extent permitted by law, in no event shall either Party be liable to the other Party (or any of its Group Companies, directors, employees, and service providers) for any consequential and/or incidental losses (including lost profits, business, or goodwill) or punitive damages suffered or incurred by the other Party (or its Group Companies, directors, employees, and service providers) in connection with the Agreement, even if advised of the possibility of such losses
9.3 This clause 9 does not apply to the breach of clauses 3.5, 3.6 and 10.
10.2 Each Party shall, at all times, comply with the obligations arising from the Data Protection and Privacy Legislation.
10.3 The Publisher shall provide the users of its Websites and / or Apps with information regarding the Cookies, in accordance with the Data Protection and Privacy Legislation, and collect their consent to store the Cookies on their devices.
10.4 The Publisher shall, at all times, keep records of the consents referred to in this clause 10, in order to demonstrate that the consents were lawfully collected.
10.5 If and when the Client requests, the Publisher shall provide to the Client proof that the consents referred to in this clause were lawfully collected.
11.1 The Parties shall not disclose Confidential Information to any third-parties.
11.3 Upon expiry or termination of the Agreement, the Publisher shall immediately return to the Client (or destroy, at the Client’s request) all documents containing Confidential Information, including copies, in its possession.
11.4 The Parties shall ensure that the persons to whom they disclose Confidential Information are bound by a confidentiality obligation as per this clause 11. The Parties are liable for any breach of this clause 11 by those persons.
12.1 The Parties are independent contractors, and nothing in the Agreement shall be construed as creating an employment relationship, a principal-agent relationship, a partnership, or a joint venture between the Parties.
12.2 Neither Party shall have authority to assume obligations or liabilities in the name and on behalf of the other Party.
13.1 If either Party fails to perform its obligations hereunder due to an act of God or other circumstances beyond its reasonable control, including acts of fire, flood and violence, epidemic or pandemic, internet unavailability, and similar events, then the Parties shall be released of their obligations during the time of such event and for the time thereafter to reasonably enable the Parties to resume the performance of their obligations.
13.2 However, the period of time that such Party is not performing its obligations under this clause 13 shall not exceed thirty (30) calendar days.
14.1 If any provision (or part of a provision) of the Agreement is held invalid or unenforceable by any competent court, it shall be deemed modified to the minimum extent necessary to be considered valid and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted.
14.2 If any provision (or part of a provision) of the Agreement is deemed deleted, the Parties shall negotiate in good faith to amend such provision (or part of a provision) so that, as amended, it is valid and enforceable, and, to the fullest extent permitted by the Applicable Law, achieves the intended effects of the original provision (or part of a provision).
14.3 Any modification to or deletion of a provision (or part of a provision) under this clause 14 shall not affect the validity and enforceability of the remaining provisions of the Agreement.
15.1 Neither Party may assign any right and/or obligation under the Agreement without the prior written consent of the other Party.
15.2 In the case of assignment, the assignor shall be jointly and severally responsible with the assignee for the obligations arising from the Agreement.
16.1 A failure or delay in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy. A partial exercise of any right or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of the Agreement shall not constitute a waiver of any other breach.
17.1 Except for the rights of the Parties’ Group Companies conferred under the Agreement, a person who is not a party to the Agreement shall not have any rights to enforce any provisions of the Agreement.
18.1 Notices under the Agreement shall be written in English and sent by email to the following addresses: if to the Publisher: that the Client last received an email from the Publisher; if to the Client: legal[at]playhill.com.
18.2 The notices shall be deemed to have been received on the date of receipt, if received prior to 5:00 p.m., Party’s Place of Business’ time, on a Business Day, or, in the other cases, in the next Business Day.
19.1 The Agreement and all matters relating to it, including non-contractual obligations, shall be governed by the Maltese law, excluding international private law.
19.2 Each Party irrevocably agrees that all disputes related to the Agreement shall be subject to the exclusive jurisdiction of the courts of Malta.
20.1 These T&Cs are written in English. In the event these T&Cs are translated into another language and there is a discrepancy between the English version and the translation, the English version shall prevail.
21.1 The Parties agree that the IOs may be signed by DocuSign (or any other digital signature provider as agreed between the Parties), and that such signatures shall have the same legal effect as a handwritten signature. The Parties are not required to deliver a counterpart of the IOs with a handwritten signature.
21.2 The representatives of each Party that sign the IO represent and warrant to the other Party that they can bind the Party they represent.