Mandarin advertising and partner content terms and conditions Mandarin partner content and advertising terms and conditions These Terms and Conditions (Terms) set out our standard terms and conditions for partner content services provided by our company Private Media Operations Pty Ltd (ABN 98 101 558 847) (we, us, our or Private Media) to content partners (Partners, you) and for advertising products and services we supply to advertisers (Advertisers, you) on our websites (Services). Partner content and advertisements are referred to as Content. General Terms Intellectual property 1.1 In this clause 1, Intellectual Property Rights means all registered or unregistered intellectual and industrial property rights, including patents, designs, copyright, trademarks, know how, brand/product names, domain names, inventions and trade secrets 1.2 Except where otherwise agreed, Private Media owns all Intellectual Property Rights in the content created by Private Media (or on its behalf) (the “PM Content”). 1.3 The Advertiser or Partner owns all Intellectual Property Rights in the content it creates. (Advertiser/Partner Content). 1.4 You grant Private Media a royalty free, non-exclusive, perpetual, worldwide, irrevocable right and licence (including the right to sub-licence) to reproduce, publish and/or modify all or part of the Advertiser/Partner Content (including an extract or image of all or part of the Advertiser/Partner Content) on any medium, including Private Media websites, associated websites, and third party websites (including social media sites), and for any purpose. 1.5 You warrant that you are entitled to deal with the Intellectual Property Rights in the Advertiser/Partner Content in the manner specified in this clause and that in providing the Advertiser/Partner Content you have not infringed, and Private Media’s use of the Advertiser/Partner Content will not infringe, the moral rights of any person (as that term is defined in the Copyright Act 1968 (Cth). 1.6 The Advertiser or Partner indemnifies Private Media from all losses (including legal costs on a solicitor and own client basis) that are incurred by Private Media arising from any Advertiser/Partner Content infringing the Intellectual Property Rights of any person. 1.7 Private Media grants to you a royalty-free, non-exclusive licence to use the finalised PM Content created on your behalf. Costs and Payment Terms 2.1 The rate for Advertiser’s advertisements will be as per our standard rates as notified from time to time and as specified in an order. 2.2 Rates for Partner content will be based on development and publication of content, and notified to you in a quote or insertion order or otherwise agreed between you and Private Media. 2.3 You must pay for Services (plus GST) in accordance with the terms of your order. If no date for payment is specified, you must pay within 30 days of the date of invoice. Interest may be charged on amounts not paid by the due date at 5% per annum. We may also charge you costs of payment collection, cancel existing campaigns, disable your account and/or refuse to provide Services if you do not pay on time or if you are bankrupt, insolvent, have a receiver, administrator, liquidator or manager appointed over any of your assets or if you wind up your company. 2.4 It is the responsibility of the partner/advertiser to facilitate provision of materials, interviews, and other media to ensure booked activity runs within the specified campaign period. 2.5 Rates are based on the understanding that the monetary level of activity ordered be used within the period of the order. Should a partner/advertiser fail to use the total monetary level of activity ordered during the campaign period, this activity will not be carried over to a new period. In the event that campaign delivery is delayed at the fault of Private Media, provisions will be made in writing to make good on delayed activity. Misplacement, rejection or omission of content or advertising by the client does not invalidate a monetary level ordered or the campaign period within which it is required to be delivered. Content and placement 3.1 We may amend your Content without notice if we believe that publication would be offensive, defamatory, or in breach of any law, any preexisting agreement we have with a third party, or a third party’s rights. If we do so, this will not reduce the agreed price. 3.2 We may vary the placement or positioning of your Content and to change its format. We will endeavour to notify you, but will not be liable for any losses incurred by you arising from our failure to publish in accordance with your request. 3.3 We may insert the word “Advertisement”, “Sponsored”, “Partner Content” or similar identification at the beginning of any Content when required to do so by law or if we consider it appropriate. Restrictions on the use of our sites 4.1 You and third party ad servers that you use will not: (a) undertake any action that will impose a burden or make excessive traffic demands on our infrastructure that we deem to be unreasonable or disproportionate site usage; (b) transmit computer viruses, Trojan horses, worms, defects or other destructive items; or (c) without our prior written agreement, provide retargeting URL’s for the purpose of retargeting advertising across multiple publishers or for cookie pooling. 4.2 You acknowledge that if you, or a third party ad server used by you does not comply with clause 4.1, you will be in breach of these Terms. 4.3 Without limiting any other rights we may have against you, we may take whatever action we think necessary to prevent unauthorised access to or use of the relevant Private Media website, including instituting technological barriers or reporting your conduct to any person or entity. Customer Warranties and Indemnities 5.1 You warrant that the Content: (a) complies with all relevant laws and regulations and that its publication will not give rise to any claims or liabilities against us, our partners, our directors, employees or agents; and (b) does not contain any viruses and is not otherwise contaminated or harmful. 5.2 Without limiting the above, you warrant that the advertising material submitted, authorized or approved by you does not breach or infringe the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law), the Fair Trading Acts of relevant States of Australia or equivalent or other sale of goods legislation; any law of defamation, obscenity or contempt of any court, tribunal or royal commission; State or Commonwealth anti-discrimination legislation; the Privacy Act (Cth) (including the Australian Privacy Principles); or any other law (including any common law, statute, delegated legislation, rule and ordinance of the Commonwealth or any State or Territory). 5.3 You indemnify us and our partners, directors, employees and agents against all claims, demands, proceedings and other loss or liability arising from our publication of the Content, or from your breach of these Terms and Conditions or any negligent or unlawful act or omission by you. Limitation of Liability 6.1 We make no representation or warranty in relation to the number of visitors to our websites or associated sites, or the number of impressions at any site, or the availability of our Services. We do not warrant that the Services will be interruption-free or error-free, or that our websites, associated sites or any files downloaded from those sites will be free from viruses, worms, Trojan horses or other contamination. 6.2 Except for any warranty made expressly in writing, you acknowledge that you have not relied on any advice given or representation made by us or on our behalf in connection with the Services. 6.3 We have no liability to you and you indemnify us in relation to any failure of telecommunications services or systems which affect our receipt of your Content or its publication. 6.4 We exclude all implied conditions and warranties from these Terms and Conditions, except any condition or warranty which cannot be excluded by law (non-excluded conditions). 6.5 We limit our liability for breach of any non-excluded condition (to the extent that liability for such breach can be limited) and any other error or omission in publishing caused by us, to (at our option) re-supply of the Services affected by our breach, or payment of the cost of re-supply. 6.6 The total aggregate liability of Private Media for any claim, liability, loss or damage caused by, resulting from, or in relation to, the Services or these Terms is limited (to the extent permitted by law) to an amount equal to the fees actually paid in respect of Services provided in the preceding 12 month period. 6.7 We exclude all other liability for any losses incurred in connection with the Services and any Content published. 6.8. We will not, in any circumstance, be liable for any indirect or consequential losses, including loss of profits, of revenue and/or of business opportunity. General 7.1 We may, without notice to you, engage subcontractors to provide or support the Services. 7.2 Private Media and the you are not in a partnership, joint venture, fiduciary, employment or agency relationship. Neither has power to bind the other. 7.3 We may change these Terms and Conditions at any time. The changes will apply to orders for Services after the date you are notified of the change. 7.4 These Terms and Conditions are governed by the laws of the State of Victoria. Each party submits to the non-exclusive jurisdiction of the courts of that State. 7.5 We will not be liable for any delay or failure to publish content that is caused by a factor outside of our reasonable control (including any act of God, war, technology failure, breakdown of plant, industrial dispute, electricity failure, governmental or legal restraint). Confidentiality 8.1 In this section, Confidential Information means all information and data relating to or provided by the Partner and notified to Private Media as being of a confidential or secret nature. 8.2 Private Media will use reasonable endeavours to keep Confidential Information confidential and use Confidential Information only for the purposes of providing the Services. 8.3 Section 8.2 does not apply to information that is in the public domain or is required by law to be disclosed or by any court, government, agency or regulatory authority. Terms applicable to Partners Brand 9.1 Private Media may, without the consent or notification of the Partner, use the Partner’s name, brand, trade mark and/or logo in association with content prepared under these Terms and related indexes used on Private Media websites and associated sites. 9.2 Private Media may refer to the Partner as a “content partner”. Terms applicable to Advertisers Advertising format Subject to availability, technical limitations and these Terms, we will use reasonable endeavours to publish your Content in the format submitted and in accordance with your reasonable instructions. The positioning, placement and size of your advertisement will be at our absolute discretion. Advertising amendments We may, at our absolute discretion, refuse to publish any advertisement without giving any reason for doing so. No contract is formed until we accept your order for advertisement for publication and issue you with a valid tax invoice. If we refuse to publish your advertisement, no fee will be charged. Even if we previously accepted your order, we reserve the right to refuse or withdraw your advertisement from publication at any time, without giving reasons. Advertising content 12.1 Standard creative must be received at least 3 working days prior to the proposed starting date for your campaign, and rich media creative must be received at least 5 working days prior to the proposed starting date for your campaign. If your campaign is delayed because creative is received by us after the required date, the publication of the advertisement will be considered to have commenced on the commencement date specified in the order for the purposes of calculating advertising rates payable. 12.2 It is your responsibility to arrange and manage re-directs with third party adservers and provide such third party with the creative and lead time requirements. We will not compensate you where campaigns are affected or delayed in any way by third party ad-server redirect problems. We may, in our absolute discretion, remove any redirects from our network which cause delays in serving advertisements. 12.3 All click-through URL’s must enable the browser’s ‘back’ feature to allow users to return to our website. 12.4 If you submit advertising material to us electronically, the material must comply with our specifications as notified to you from time to time. We can reject the advertising material if it is not submitted in accordance with such specifications. Drafts and errors 13.1 We have no obligation to provide you with any advertising drafts. However, it is your responsibility to check any drafts of advertising, if we have arranged to provide you with any, and notify us of any errors in the drafts or in any advertisement that we publish for you. 13.2 We do not accept any responsibility for errors in advertising material submitted electronically. Cancellation and refunds 14.1 Cancellation of any advertisement or campaign must be received in writing from you no less than 21 days before the commencement date in your order in order to receive a 100% refund. We reserve the right to charge the full rates for the campaign, and charge you for any loss we suffer, if you cancel after this date. 14.2 If you cancel a campaign after commencement of the campaign, you will not be entitled to a refund of the rates relating to any unused portion of the campaign.