This Service Agreement is made and the effective date of Sponsor’s registration, BETWEEN the Sponsor, who’s business information is provided in the user profile and TV Ad Swap (the “Provider”), a corporation organized and existing under the laws of Texas, with its head office located at:
1908 N Laurent Street,
Victoria, TX 77901
1. SPONSOR RESPONSIBILITY
A. Sponsor does not have a minimum commitment time period required to participate in Provider’s advertising network. Setup fee is required to start any campaign.
B. Sponsor will provide royalty-free images or videos used to setup TV advertisement assets. Sponsor guarantees all provided material are free of copyright from a third party and Provider has permission to modify and display without infringement.
C. Sponsor will have 60 days of advertising in Provider ad network from the time first ad goes live. Upgrades to additional zones can be purchased at any time, but Sponsor must pay for additional exposure beyond 60 days 7 days in advance. Delay of payment may result in removal of campaign until payment has cleared.
D. Sponsor’s setup fee is valid for 6 months and campaigns can end or be placed on hold at any time. However, after 6 months from setup fee date and a campaign has not been active in Provider ad network for more than 90 days, service agreement is considered terminated and a new setup fee is required to advertise in Provider ad network again.
2. PROVIDER RESPONSIBILITY
A. After Sponsor pays for campaign setup fee, Provider will provide Sponsor with a TV advertisement campaign.
B. Campaign includes THREE 15-second image ads. Images and text messages must be provided by Sponsor.
C. If Sponsor already has existing video ads, Provider can modify 3 Sponsor videos by shortening timeline to fit 15 seconds.
D. Provider will rotate one ad each week on 10 different TVs throughout the Sponsor’s community within Zone 1 of the displays. Additional television placements and zones can be purchased for additional exposure. Pricing and exposure information is provided in this agreement in policy #5, AD SPACE.
E. Sponsor may request a new ad campaign or modify existing ad campaign to start on the next 30-day cycle if actively subscribed to a paid service. Campaigns for all ads are updated every Monday and Tuesday by Provider. Sponsor can only display 1 ad at a time unless additional ad campaign(s) purchased and actively paid each month.
F. Report of campaign display will be provided to Sponsor every Monday, unless on a holiday, corresponding to previous week’s activity.
Sponsor must submit payment prior to receiving any and all services offered. All major credit/debit card transactions will be accepted online via Provider website at TVAdSwap.com. Checks must be written out to “TV Ad Swap” and be brought in person or mailed to Provider addressed at 1908 N Laurent St, Suite 265, Victoria, TX 77901. Sponsor must never give the check to a local agent or manager at Sponsor’s place of business. Bounced checks are subject to a $35 non-sufficient fund fee. Cash is NEVER accepted by Provider. A refund can be requested and issued to Sponsor if no work has been provided by Provider in the service of campaign setup or delivery of paid services. After any work is provided by Provider, no refund is issued.
Sponsor guarantees that any elements of text, graphics, photos, designs, trademarks, videos or other artwork, inclusively referred to as “content,” provided by Sponsor for inclusion in the TV Ad Swap website and/or TV network are either owned by Sponsor, or Sponsor has permission to use said content. Provider will not be held responsible for copyright infringement at the fault of Sponsor. Sponsor owns copyright of provided content and final versions of content created by Provider. Unless stated otherwise in a separate agreement, Provider will NOT own the copyright of content provided by or created in behalf of Sponsor. Provider will retain usage rights to display content on TV Ad Swap website, network and/or other sources as marketing material. All Sponsor content will not be removed from any Provider’s marketing material created or utilized prior to Service Agreement termination. Sponsor maintains ownership of original content while allowing Provider to maintain copies of all content used in campaigns created on behalf of Sponsor as backup and can provide access to the files online upon request.
5. CREDIT SYSTEM
The information in this section is only meant for future expectations and not an official term or policy applicable to this agreement. Some Vendors may have more foot traffic or higher quality retention of viewers than others and may have higher value than others. In general, all Vendor TVs or devices are valued at 1 credit. Vendors with higher value devices due to foot traffic and retention of viewers may have a 2-credit status. A Vendor with multiple devices may have devices with different credit values. When credit-based system is enabled in the future, not to start before September 1, 2019, each credit is worth 1 placement in Zone 1 of any device worth 1 credit. For example, a Sponsor will have 10 credits to spend by default. Hypothetically, since each device is worth 1 credit, a Sponsor with 1 credit can display their ad in Zone 1 of 1 device. 10 credits will mean the Sponsor can display their ad in Zone 1 of 10 devices, if the target device is worth 1 credit. If all targeted devices selected by Sponsor are each worth 2 credits, then Sponsor is only able to place ads on 5 devices.
6. CONFIDENTIALITY & EXCLUSIVITY
Sponsor and Provider recognize and acknowledge that the software systems, including specifications, programs and documentation, the methods and data which Provider owns, plans or develops, whether for its own use or for use by its own clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are property shared between Provider and Sponsor. Sponsor also recognize that Provider’s customer lists, supplier lists, proposals and procedures are confidential and are the property of Provider. Sponsor further recognizes and acknowledges that in order to enable Provider to perform services for its clients, those clients may furnish to Provider confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Provider depends upon, among other things, Provider and the Sponsor keeping such services and information confidential. All of these materials and information including that relating to Provider’s systems and clients, will be referred to below as “Proprietary Information.”
7. NON-DISCLOSURE & NON-COMPETITION
Sponsor agrees that, except as directed by Provider, Sponsor will not at any time, whether during or after association with Provider, disclose to any person or use, directly or indirectly, for Sponsor’s own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by either Provider or otherwise coming into Sponsor’s possession or control. Sponsor agrees that the provisions of this paragraph shall survive the termination of this Agreement and Sponsor’s association with Provider. Sponsor agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to Provider and its reputation, or to clients of Provider, Sponsor shall not, until the expiration of 36 months after the date on which this agreement is terminated for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to Provider to any customer or client of Provider. Sponsor agrees that this covenant is fair and reasonable.
8. INJUNCTIVE RELIEF
Sponsor acknowledges that disclosure of any Proprietary Information by Sponsor or breach of any of the covenants not to compete will give rise to irreparable injury to Provider, or clients of said Provider. Sponsor also agrees that this injury to Provider, or clients of said Provider, would be inadequately compensated in money damages alone. Accordingly, Provider may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by guilty party, or breach by party of any of the covenants not to compete, in addition to any other legal remedies which may be available. Failure to comply with the terms provided in this agreement is a breach of contract and may result in the removal of Sponsor. Provider is not in the business of manufacturing or installing devices and will not be held liable or responsible for any damages or injury that may incur from the device(s) directly or indirectly from the result of installation or device malfunction while in possession of the Vendor. Vendor assumes all responsibility of provided device(s) and in case of damage, injury or death to any guest(s) or personnel, Provider and Sponsor cannot be held responsible.
This Agreement contains the entire understanding between Provider and Sponsor relating to the subject matter of confidentiality, service and non-competition. This Agreement shall be governed by and construed in accordance with the laws of Texas and may be modified only by a writing signed by Sponsor and Provider. Sponsor hereby consents to the exclusive jurisdiction of the court in Victoria, Texas. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of service agreement no less than 36 months after termination. Sponsor also agrees to the Terms of Service policy provided on the TVAdSwap.com website, including future official terms on credit system.