Vowlá Application SERVICE VENDOR Advertising Agreement
Terms and Conditions
Service Vendor is responsible for delivering the advertisement content. This advertisement will be published in the Vowlá Mobile Application.
Total Price: 6% of gross revenue generated from customers who connected with Advertiser through the Vowlá application.
Payments must be received by within 7 calendar days of a Vowlá customer booking Vendor through the Vowlá application. Payment will be made via: - Check, credit, or other online payment processing.
If paying in check, please make checks payable to:
13700 Marina Pointe Dr STE 1707
Marina Del Rey, California 90292
1. APPLICABLE TERMS
1.1 These Vowlá Advertising Terms and Conditions (the "Ad Terms") are entered into by Vowlá, Inc., a Delaware Corporation (“Vowlá”), and the individual or entity executing these Ad Terms ("Customer" or "you"), and they govern your use and purchase of any advertising space from Vowlá, including through the Vowlá App (the "App"), for use and display of your advertising materials, feed data, and related technology ("Ads") on the Vowlá mobile application (the "Service").
These Terms form a legally binding agreement between you and Vowlá in relation to your use of the Service and the display of your Ads, as well as your payment to Vowlá, and the Terms will be incorporated by reference into each Vowlá Ads Service-related insertion or placement order entered into between Customer and Vowlá ("IO").
It is important that you take the time to read the Terms carefully, and we recommend that you print and save a copy of these Terms for your records.
1.2 You can accept the Terms in one of two ways:
(i) by clicking ‘I accept' the Terms, where this option is made available to you by Vowlá in the user interface for the Vowlá Ads Service; or
(ii) by actually using and/or purchasing advertising space on the Service. In this case, you understand and agree that Vowlá will treat your use of the Service as acceptance of the Terms from that point onwards.
1.3 IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT ACCESS, USE, OR PURCHASE THE SERVICE.
2. PROVISION OF THE SERVICE BY VOWLÁ
2.1 Vowlá is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which Vowlá provides may change from time to time without prior notice to you.
2.2 As part of this continuing innovation, you acknowledge and agree that Vowlá may stop (permanently or temporarily) providing the Service, or any features within the Service, to you or to users generally at Vowlá's sole discretion, without prior notice to you.
3. YOUR USE OF THE SERVICE
3.1 In order to access the Service, you will be required to provide certain information about yourself, including personal and contact details, and the products and services that will appear in your Ads. You hereby agree that any information you provide to Vowlá will always be accurate, correct and up to date.
3.2 You agree not to use the Service or the Website for any purposes that are not expressly permitted by these Terms, and you agree not to use the Service or the Website for any purposes that are prohibited under any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
3.3 You agree not to access, or attempt to access, the Service through any means other than the App that we have authorized for such purpose, including without limitation, through any automated means (including by way of scripts or web crawlers).
3.4 You agree that you will not engage in any activity that interferes with or disrupts, or otherwise attempt to corrupt the integrity of, the Service (or the servers and networks which are connected to the Service).
3.5 You will not reproduce, duplicate, copy, provide, sell, offer to sell, trade or resell the Service for any purpose, unless we explicitly allow you to do so in a separate written agreement.
3.6 You agree that you are solely responsible for, and Vowlá has no liability towards you or any third party, for any breach of these Terms and/or the consequences of any such breach and/or the use of the Service provided hereunder, including any loss or damage Vowlá may incur or suffer as a result of such breach.
3.7 You are solely responsible for backing up the data and Ads that you store on the Service. Your data or Ads may be permanently deleted from our servers at any time. We have no obligation to store, retrieve or return your data or Ads to you. Data or Ads that are deleted may be irretrievable.
3.8 The Service displays some content, or hyperlinks to other websites or content, that is not Vowlá's. That content is the sole responsibility of the entity that makes it available. Vowlá does not endorse any advertising, products or other materials on or available from such third-party websites or resources.
3.9 Your use of the Service does not give you ownership of any intellectual property rights in Service or the content you access. You may not use content from the Service unless you obtain permission from the content owner or are otherwise permitted by law.
3.10 Positioning of advertisements is at the sole discretion of Vowlá. You agree that Vowlá has not and will not make any guarantees with respect to usage, statistics, or levels of impressions for any advertising except where expressly stated otherwise. To the extent Vowlá provides you with estimated usage it does so only as a courtesy to you and shall not be held liable for any claims related to usage. You understand and agree that Vowlá’s advertisements are based on a number of factors, such as location, previous relationship with Vowlá or users of Vowlá’s app.
4. GENERAL SERVICE TERMS
4.1 Ads are subject to the Ads Policy in Section 5 of these Ads Terms, and such other policies or technical requirements that are provided to you by Vowlá from time to time.
4.2 You are solely responsible for all: (i) Ads (which include, without limitation, any written text, promotions, images, photographs, video, audio, data files, trademarks, logos, and brand features that you provide, upload or display in connection with the Service), (ii) Ads trafficking or targeting decisions (e.g., keywords) ("Targets"), (iii) destinations to which Ads directs viewers (e.g., landing pages, mobile applications) along with the related URLS, waypoints and redirects ("Destinations") and (iv) services and products advertised on Destinations ("Advertised Services").
4.3 You agree that you are solely responsible for (and that Vowlá will have no responsibility to you or to any third party for) any Ads that you create, post, upload, transmit or display through the Service and for the consequences of your actions (including any loss or damage which Vowlá may suffer) by doing so. Vowlá does not endorse the Ads you provide on the Service, and the accuracy, content, and obligation to honor any commitments in connection with the Ads is yours alone.
4.4 You are also solely responsible for ensuring that you have all necessary rights, licenses, consents and permissions from the applicable parties to submit and display Ads, Targets, and Destinations on the Service.
4.5 If you provide, upload or display any Ad that (a) violates Section 5 of these Ads Terms, (b) infringes another party's intellectual property rights, or (c) violates another party's privacy rights, that will constitute a breach of the Terms, and Vowlá will have the right to remove the Ad and suspend or terminate your access to the Service. You may also be obligated to indemnify Vowlá in connection with such breach, as detailed in Section 12 of these Ads Terms.
4.6 Vowlá has the right (but not the obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Ads or Targets from the Service at any time for any or no reason, as determined by Vowlá in its sole discretion.
4.7 You acknowledge and agree that the utilization of your Ads in the Service is not guaranteed and the display, timing, and frequency of display of your Ads is determined by Vowlá in its sole discretion, and you hereby authorize Vowlá to manage and display your Ads in the framework of the Service in its sole discretion.
4.8 Without derogating from the generality of the foregoing, Vowlá may elect to refrain from displaying your Ads or allowing you to utilize the Service in its sole discretion.
4.9 You acknowledge and agree that if an Ad is displayed on the Service, third parties may be given access to view and download the Ad.
4.10 Vowlá and its Affiliates may make available to you certain Service features (e.g., geographic targeting) to assist with the selection of Targets. You are not required to use these features and, as applicable, may opt-in to or opt-out of usage of these features, but if you use these features then you are solely responsible for those Targets.
4.11 Vowlá does not claim ownership of the Ads you provide on the Service. You agree that you are responsible for protecting and enforcing your rights in the Ads and that Vowlá has no obligation to do so on your behalf.
5. ADS POLICY
5.2 You may not upload any Ads which violate the rights of artists, inventors, and creators, whose names, images, likenesses, and other attributes or content may be protected by copyright.
5.3 Campaign Offers. You may include a contest, voucher, sweepstakes, or other promotional offer ("Offer") in your Ad if permitted by law. In addition to these Terms, if you include an Offer in your Ad, then your Offer is subject to the below rules:
5.3.1 You are responsible for your Offer, including the official rules, offer terms, eligibility requirements (including age and residency restrictions), and all aspects of your Offer administration.
5.3.2 You acknowledge that you are the exclusive seller of your Offer and the issuer of the vouchers in connection with the Offer. You alone are responsible and liable for the fulfillment of your Offer with respect to all users who purchased or downloaded the Offer, and for supplying
all goods and/or services specified in the Offer.
5.3.3 Offer participants should be instructed to direct all questions and comments regarding the Offer to you and not to Vowlá. You alone are responsible for handling any customer service and handling of inquiries or complaints relating to the Offer.
5.3.4 You will comply with the terms and conditions stated on the Offer without modification and without imposition of any restrictions or additional charges or penalties that were not expressly stated on the Offer.
5.3.5 If the Offer includes a redemption deadline, you must honor the full promotional value of the Offer before such redemption deadline.
5.3.6 The redemption deadline and any special terms, conditions, cancellation policies, limitations, restrictions, redemption deadlines, and contractual arrangements accompanying the Offer must be clearly and prominently disclosed in all materials, including on the Offer itself.
5.3.7 As the merchant of the Offer, you are responsible for understanding the applicable laws and honoring all Offers as required by law, including any refund or cash-out obligations.
5.3.8 Offer deals must be based on the regular selling price for the offered goods or services.
5.3.9 Offers may not include offers for products or services that, upon redemption, enroll users into automatic renewal programs or memberships.
5.3.10 Offers may not include offers for products that are subject to a minimum selling price in your jurisdiction.
5.3.11 You are responsible for ensuring that Your Offer complies with all applicable federal (including trade sanctions regulations), state, and local laws, as well as rules, regulations, and applicable codes of conduct or guidance in the jurisdiction(s) where your Offer is offered or advertised, including registering your Offer, obtaining necessary regulatory approvals, language requirements, and disclosure requirements. Please consult with an attorney if you have questions about legal compliance.
5.3.12 The Offer must clearly state that it is in no way sponsored, endorsed, administered by, or otherwise associated with Vowlá or its Affiliates.
5.3.13 You hereby release Vowlá and its Affiliates from any liability associated with your Offer and you agree to defend, indemnify, and hold harmless Vowlá, its parent corporation, Affiliates, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including attorney's fees) arising from: (i) your violation of these Terms; (ii) any violation within your Offer of any third party right, including any copyright, property, publicity (including defamation), or privacy right; (iii) any claim from any third party relating to or arising from your Offer including for any prizes awarded or the failure to award such prizes; or (iv) any claim that your Offer violates any law, rule, or regulation.
6.1 Campaign Details; IO. When you use an IO or the App (or any other means provided by Vowlá) to purchase advertising inventory from the Service, you must specify the relevant Service information and details (including Service term, and if applicable, Service subscription term). If you engage with Vowlá directly instead of using the App in connection with the Service, you will execute an IO with Vowlá that specifies those details. The Terms will be incorporated by reference into each IO.
6.2 Cancellations. Unless otherwise agreed between us in writing:
6.2.1 Generally: You may cancel any IO for Services with 14 days prior written notice to Vowlá, without a penalty.
6.2.2 Cancellation Notice. You must effect cancellation of Services through the App if the functionality is available, (ii) if this functionality is not available, with prior notice to Vowlá via email to your account representative or (iii) if you do not have an account representative, with prior notice to Vowlá via email to firstname.lastname@example.org.
6.3 Pricing. Vowlá reserves the right to adjust our commission rates that appear on the Website or Service from time to time, in its sole discretion. Price changes will not affect orders which were placed prior to the price change, but will take effect in connection with any new orders submitted following such change.
7. COMMISSION; PAYMENT TERMS
7.1 Vowlá shall earn a 6% commission based on the total revenue generated by your Ads and your use of the Vowlá App. This commission is based on your legal obligation to provide accurate and transparent reports that reflect the total revenue generated directly from your ads or use of the Service. Failure to provide accurate, timely, and transparent reports constitutes a material breach of this Agreement.
You shall make an advance payment to Vowlá within 7 calendar days of a Vowlá customer booking your services or purchasing your products through the Vowlá application. Vowlá reserves the right to request full or partial payment before publishing any further advertisement to the Vowlá App and to cease publishing any advertisement when payment for previous advertising is more than 30 days overdue. In the event any account becomes past due, in addition to such other remedies as it may have, the full amount of the account shall immediately become due and payable by Vendor. Vendor is responsible for all expenses incurred in connection with the collection of past due amounts payable, including attorney’s fees and costs.
7.2 You may choose to provide a Payment Instrument to Vowlá to keep on file to expedite payment processing and minimize turnaround time. When you provide a Payment Instrument to Vowlá in connection with the Service:
7.2.1 You confirm that you are permitted to use that Payment Instrument, and you authorize Vowlá to confirm that your Payment Instrument is in good standing with the issuing financial institution and/or carrier (as applicable), including, but not limited to, by submitting a request for a payment authorization and/or a low dollar credit and/or debit to the Payment Instrument, in accordance with the relevant card association or carrier rules as applicable. If you cancel a transaction before completion, that payment authorization may result in your funds not otherwise being immediately available.
7.2.2 You authorize Vowlá or its designated third-party payment processor to store the Payment Instrument, along with other related transaction information, and bill the designated Payment Instrument up to the applicable maximum spend amount during the Service term, and if applicable, in a recurring fashion during the subscription Service term
7.3 Your Payment Instrument will be billed for non-recurring Services at the time of invoice or shortly thereafter. If you pay by debit card and your payment results in an overdraft or other fee from your bank, you alone are responsible for that fee.
7.4 You are obligated to fulfill your payment obligations for the Services in a timely fashion. If you fail to do so, Vowlá will be entitled to a compensation equaling the amount due plus interest at the highest rate permissible under applicable law. In addition, if you fail to make any payment to Vowlá when due under these Terms, Vowlá will be entitled to cancel the Service and remove your Ads from the Service, without prior notice, and you will not have any claims against Vowlá in connection therewith.
7.5 Vowlá reserves the right to issue refunds or credits at its sole discretion. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) YOU WAIVE ALL CLAIMS RELATING TO ANY SERVICE CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF A REFUND (IF ANY) IS AT VOWLÁ'S REASONABLE DISCRETION.
8. PROPRIETARY RIGHTS
8.1 You hereby grant Vowlá, its Affiliates and its users an irrevocable, worldwide, perpetual, non-exclusive, royalty-free, sub-licenseable and transferable license to use, copy, distribute, prepare derivative works, display in public, and publicly perform any Ads or Targets that you provide or upload in connection with the Service.
8.2 You understand that Vowlá and its Affiliates, in performing the required technical steps to serve the Ads to its users, may (a) transmit or distribute Ads over various public networks and in various media; (b) make such changes to Ads as are necessary to conform and adapt the Ads to the technical requirements of connecting networks, devices, services or media, and (c) enable its users to download and save Ads on their devices for non-commercial purposes only. You agree that the license granted to Vowlá in Section 8.1 above permits Vowlá to take these actions.
8.3 Vowlá acknowledges and agrees that except for the license rights that you grant to Vowlá in Section 8.1 above, Vowlá and its Affiliates do not obtain any other right, title or interest from you (or your licensors) under these Terms in or to any Ads, including any intellectual property rights which subsist in the content of such Ads (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
8.4 Vowlá (or Vowlá's licensors) owns all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
8.5 The Service may contain information which is designated confidential by Vowlá, and you agree not to disclose such information or any pricing-related information without Vowlá's prior written consent.
8.6 Unless otherwise agreed in writing, nothing in the Terms gives you a right to use any of Vowlá's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
8.7 If you have been given an explicit right to use any of these brand features in a separate written agreement with Vowlá, then you agree that your use of such brand features will be made in compliance with that agreement, any applicable provisions of the Terms, and Vowlá's brand feature use guidelines, if any, as updated from time to time. These guidelines can be viewed online, in the App, or such other location as Vowlá may provide for this purpose from time to time.
8.8 You may not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
8.9 Unless you have been expressly authorized to do so in writing by Vowlá, you agree that by using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.1 You warrant that (a) you hold all the rights, power and authority necessary to grant the license in these Terms, (b) all information that you provide in connection with the Service is complete, correct and current, and (iii) the use and display of Ads on the Service will not violate any applicable laws or the intellectual property rights of any third party.
9.2 You represent and warrant that you either own, or have (and will continue to have) all necessary licenses, rights, consents, and permissions which are required to use your Ads, and enable Vowlá to publish and display your Ads through the Service.
9.3 You warrant that you are authorized to act on behalf of, and have bound to these Terms, third parties, if any, for which you advertise in connection with these Terms ("Advertiser"). If for any reason you have not bound an Advertiser to these Terms, you will be liable for performing any obligation that the Advertiser would have if it had been bound to these Terms. You will be liable for Advertiser's obligations under and breach of these Terms. Vowlá may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If you are using the Service to advertise on your own behalf and not on behalf of an Advertiser, for that use you will be deemed to be both Customer and Advertiser.
10. PRIVACY AND YOUR PERSONAL INFORMATION
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, VOWLÁ AND ITS AFFILIATES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND AT YOUR OPTION AND RISK, NEITHER VOWLÁ NOR ITS AFFILIATES MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICE OR SERVICE RESULTS.
You will defend, indemnify and hold harmless Vowlá, its agents, Affiliates and licensors from any third party claim or liability arising out of or related to your (i) fraud, willful misconduct, or gross negligence, (ii) breach or alleged breach of these Terms by Customer or an Advertiser, including without limitation any breach of Customer's warranties made under Section 9 of these Terms, and (iii) any claim arising from (a) an Offer, Ads, Targets, Destinations, or Advertised Services, or the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; or (b) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Ads, or the use thereof.
13. LIMITATION OF LIABILITY
EXCEPT FOR YOUR OBLIGATIONS UNDER SECTION 12 AND YOUR BREACH OF SECTION 9 WHICH NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (B) OTHER THAN CUSTOMER'S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS ARISING FROM ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO VOWLÁ BY CUSTOMER UNDER THE TERMS IN THE THIRTY (30) DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
14. MODIFICATIONS; TERMINATION
14.1 Modifications. Vowlá may modify these Terms at any time without liability. The modified Terms will be posted at https://www.vowla-app.com/terms-policies/. You should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective seven (7) days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice.
14.2 Termination. If you wish to terminate your legal agreement with Vowlá under these Terms, you may do so through a written notice delivered to Vowlá at email@example.com. The Service will be terminated within seventy-two (72) hours of sending such notice, and you will continue to be charged in accordance with Section 6 of these Ads Terms, as applicable, in connection with such termination. Vowlá may terminate or suspend your ability to participate in the Service at any time. In all cases, the running of your campaigns after termination is at Vowlá's sole discretion.
15.1 Governing Law. CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CHOICE OF LAW RULES, WILL GOVERN ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF LOS ANGELES COUNTY, CALIFORNIA, USA, AND THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
15.2 No Limitation. Nothing in these Terms will limit a party's ability to seek equitable relief.
15.3 Entire Agreement. These Terms are the parties' entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. No terms other than these Terms and the terms of an applicable IO will apply to the Service. If there is any conflict between the Terms and the terms of any other agreement applicable to the Service, such as an IO ("Other Terms"), these Terms will govern unless the Other Terms are signed by an authorized representative of Vowlá and expressly state that they intend to supersede the Terms.
15.4 Publicity. No party may make any public statement regarding the relationship contemplated by these Terms.
15.5 Notices. All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The email address for notices being sent to Vowlá's Legal Department is firstname.lastname@example.org. All other notices must be in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law.
15.6 Amendments. Except for modifications to these Terms by Vowlá under Section 14.1, all amendments must be agreed to by both parties and expressly state that they are amending these Terms.
15.7 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Terms.
15.8 Severability. If any provision of the Terms is found unenforceable, the remaining Terms will remain in full force and effect.
15.9 Assignment. Neither party may assign any part of the Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by the Terms, (II) the assigning party remains liable for obligations under the Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.
15.10 Third Party Beneficiaries. Except as otherwise expressly stated in the Terms, there are no third-party beneficiaries to the Terms.
15.11 No Agency. The Terms do not create any agency, partnership or joint venture among the parties.
15.12 Survival. Sections 2-15 will survive expiration or termination of the Terms.
15.13 Force Majeure. Except for payment obligations, no party or its affiliates is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control.
15.14 Language. Any translation of the English language version of the Terms is provided for your convenience only and in the event of any conflict between the translated Terms and the English Terms, the English language version of the Terms will govern.
15.15 Communication. You agree to receive notices from Vowlá, including those regarding changes to the Terms, through email, regular mail, or postings on the Service.