Updated December 21 2022

Kache Media Pty Limited trading as The Spec Sheet (NZBN 9429050527007 and its parent company Kache Media Pty Limited (ABN 57 632 493 835) (as applicable, TSS, we, our, us), operates the website at thespecsheet.com (the Website), and The Spec Sheet, our cloud-based advertising specifications and placement tool for publishers, media owners, media planners and producers (the Platform). These terms and conditions (Terms) will govern your use of the Website and the Platform (including any other functionality or feature made available to you via the Website). From time to time, we may enter into separate customer agreements with our customers in relation to use of the Platform (“Customer Agreement”) and you acknowledge that where you enter into a Customer Agreement with us, unless specified, the terms and conditions of the Customer Agreement shall prevail to the extent of any conflict or inconsistency between the terms of the Customer Agreement and these Terms In these terms “you” includes any entity you represent that is a customer of ours, you as an end user of such a customer, or if those do not apply, you individually. If you are a media owner who has provided your ad specifications (Specs) to be used on the Platform, you can access terms relating specifically to your use of the Website, Platform and the Media Specs CMS Portal used to administer your Specs at https://app.thespecsheet.com/

The Platform is made available to you via the Website as a cloud-based platform. By using the Website and/or the Platform, you agree to be bound by these Terms. We may modify these Terms at any time by updating and uploading the modified Terms to our Website. Any variation of these Terms will be notified on our website, will be effective when the updated Terms are posted on the Website, and will apply to your use of the Website and the Platform from that time. We encourage you to regularly review our Terms page whenever you use the Website or Platform to stay informed about any updates or modifications to our Terms.

By agreeing to be bound by these Terms, you are a party to these Terms, as are we. You are only authorised to access or use the Website and Platform by accepting and agreeing to these Terms.

These Terms are in addition to any other agreement governing your use of the Website or the Platform. To the extent that any other such agreement is inconsistent with these Terms, the other agreement prevails over these Terms to the extent of the inconsistency.

1. Use of the Website

You can access the Website and the Platform provided you comply with these Terms. You can use the Platform to create a “spec sheet”, which will be generated by the Platform and will set out the specifications for the specific advertising placements and publications you have selected (Spec Sheets). You will be liable for any costs associated with the generation of your Spec Sheets from the time you create and begin working on each Spec Sheet, whether or not you finalise each Spec Sheet you have created.

You can invite a nominated external third party to access and review a completed Spec Sheet. But you must not permit or facilitate any reproduction or adaptation of, or interference with, any such Spec Sheet or the Platform by any such third party.

Your use of the Platform, and any Spec Sheets or other materials produced as a result of your use of the Platform, is governed by these Terms and our Privacy Policy, which can be found at https://thespecsheet.com/privacy-policy. You agree to be bound by these Terms and the Privacy Policy, and any other applicable agreement you, or any customer of ours of which you are an end user, have entered into with us.

You acknowledge and agree that we may, but are not obliged to, modify, enhance, improve and/or maintain the Website and the Platform from time to time. We will notify you of any material change to the Website and Platform by notification posted on the Website. We will send you notifications about important aspects of your use of the Platform, including any variations or amendments made to your Spec Sheets (including to any changes to Specs) and any changes to your placements. These notifications are central to the proper functioning of the Platform and cannot be disabled via the Platform. We strongly recommend that you do not take any steps to disable or block such notifications.

From time to time, we may offer you certain versions of the Platform which relate to new products or features, or pre-release and beta versions either of the Platform or such new features (Beta Versions). You acknowledge and understand that any such Beta Versions are still under development, may be inoperable or incomplete and are likely to contain errors and bugs. We make no promises that any Beta Versions will ever be made generally available to you, and we may offer Beta Versions to you in our sole discretion. In some circumstances, we may charge a fee to enable you to access Beta Versions.

You must not, as a user of the Website or Platform, do any of the following:

(a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Website, Platform, or the works comprising part of, or stored on, the Platform (Content), in any way;

(b) reproduce, modify, adapt or make derivative works based upon, the Website, Platform or any Content;

(c) reverse engineer the Platform in order to:

(d) build a competitive product or service;

(e) build a product using similar ideas, features, functions or graphics of the Platform; or

(f) copy any ideas, features, functions or graphics of the Platform;

(g) interfere with or disrupt the integrity or performance of the Website or Platform or the data contained therein, including for the purpose of enabling external users to modify or adapt any Spec Sheet created or

(h) attempt to gain unauthorised access to the Website, Platform or its related systems or networks.

2. Security and Privacy

We will use our best endeavours to ensure all of your data (including any advertising campaign information) inputted to the Website, Platform or used in connection with the Platform is kept secure so as to guard against anticipated threats or hazards to the security or integrity of that data, and any unauthorised access to or use of that data. Any Spec Sheets created by you will be made available only to you and will not be disclosed by us to any other customer of ours or third party.

Our Website’s servers are currently provided by Amazon Web Services. Your data, which is provided to us during your use of the Website or the Platform, which will be hosted on Amazon Web Services’ servers, will be stored within Australia. If this changes, we will notify you by posting a notification to our Website.

You are responsible for all activity occurring in relation to any account you create in relation to the Website and/or the Platform, and will comply with all applicable local, state, national, and foreign, laws, treaties and regulations in connection with your use of the Website and the Platform.

You must notify us as soon as reasonably practicable after becoming aware of any unauthorised use of any of your account or other suspected or known breach of the security of the Website, the Platform, the Content or any of our licensor’s data.

We reserve the right to take any necessary action to maintain the security of the Website and your account, including without limitation terminating your account, changing your password or requesting information to authorise or cancel transactions on your account.

Your data will be handled in accordance with our Privacy Policy, which can be accessed at https://thespecsheet.com/privacy-policy.

3. Fees and payments

In addition to these Terms, your access to the Website and the Platform is governed by any agreement in relation to fees between us and you, or if you are an end user of one of our customers, any agreement between us and that customer. If there is no separate agreement relating to the fees you are to pay to use the Platform and our services, you will pay the fees displayed on the Website.

To avoid any doubt, you (or the entity you represent) will be liable to pay the fees for any Spec Sheets you create on the Platform calculated from the time you begin to create each Spec Sheet, irrespective of whether a final Spec Sheet document is ever finalised and delivered to you.

Unpaid Fees may be deemed delinquent if they remain outstanding more than thirty days after the due date. We may charge interest on delinquent fees at the rate equivalent to 3% above the then-applicable Cash Rate published by the Reserve Bank of Australia if you are a customer based in Australia or the then applicable Cash Rate published by the Reserve Bank of New Zealand if you are a customer based in New Zealand (or the highest rate permitted by law, if less) from the date payment was due until the date the fees are paid in full. You are liable to pay all reasonable expenses (including legal costs on an indemnity basis) incurred by us in collecting delinquent fees, except where such fees are delinquent only by reason of our error.

If you do not pay any fee you owe us within 30 days of it becoming delinquent, your use of the Platform will be automatically suspended until you pay all fees outstanding at that time. You will continue to be liable to pay the fees during your suspension period. If your account remains suspended for non-payment for more than 60 days, we can terminate your account and/or any separate agreement governing your use of the Platform.

No refunds or credit notes will be issued for any remaining contract value at the end of each agreement.

Purchase orders

If you require a purchase order number on your invoice, you must inform us prior to commencing use of the Platform, following which we will endeavour to include the purchase order number on our invoices to you. You must pay the fees accordingly, irrespective of whether or not you inform us of any purchase order number requirement. Any terms and conditions of yours or your employer included on or associated with any purchase order do not apply to your use of the Platform and the Website.

GST

Any payment or other consideration referred to in these Terms for any supply that may be made under these Terms (Consideration) is expressed or calculated to be exclusive of GST. If Consideration is to be provided to a party for a taxable supply made under these Terms, the party required to provide that Consideration must pay, in addition and at the same time as the payment of the Consideration, an additional amount equal to that Consideration multiplied by the applicable rate of GST. For Australian based customers: "GST", "supply", "tax invoice" and "taxable supply", have the meanings given in the A New Tax System (Goods and Services Tax) 1999. For New Zealand based customers: "GST", "supply", "tax invoice" and "taxable supply", have the meanings given in the Goods and Services Tax Act 1985.

During and after your use of the Platform, you must keep confidential all information relating to our pricing or our fees included in any agreement between us and you relating to your use of the Platform.

4. Support

Upon receipt by us of notice from you that the Platform or Website has materially failed to perform in accordance with the functionality described in the user documentation published on the Website from time to time, we will take reasonable action to have any such failure resolved. Further information regarding support can be found on our Website.

Please note that all sites and sizes for QMS campaigns are available within a maximum 200-day window. You will be alerted via notifications when the remaining sites and sizes are added.

5. Intellectual Property

We and our licensors own all Intellectual Property Rights in and to the Website, Platform and all Spec Sheets (including the Specs, which are owned by media owners) and all Intellectual Property Rights created in the course of your use of the Platform (including feedback provided by you) vests upon creation in us. However, we and our licensors do not own the Intellectual Property Rights to any literary, artistic or cinematographic works and/or data of yours (including the name and logo of any entity you represent) used by you in connection with, or inputted by you into, the Website and/or the Platform (Your Data). You retain all Intellectual Property Rights in and to Your Data and you warrant that you are permitted to use Your Data in connection with the Website and the Platform.

You grant us a non-exclusive, non-transferrable, royalty-free licence to use Your Data:

(a) for the purpose of our operation of the Website and Platform, and for the purpose of providing our services to you, in accordance with these Terms (including without limitation reproduction, adaptation and repurposing any of Your Data for the purposes of operating the Website and Platform); and

(b) to generate aggregated anonymous data about your use of the Website and Platform excluding any personally identifiable information with respect to you (Aggregated Data), and to use Aggregated Data to analyse, improve, support and operate the Website and Platform, and otherwise for any business purpose, including to generate industry benchmarks or guidance, recommendations or similar reports for distribution to our customers and prospective customers and media owners. For clarity, we will not identify you as the source of any Aggregated Data.

Intellectual Property Rights means any and all rights in copyright, trade mark, designs, business and domain names, trade secrets, circuit layouts or other intellectual property rights, and whether arising at common law or equity or conferred by statute, and any application or right to apply for any of such rights, in all territories for the duration of copyright, including all modifications, enhancements and updates thereof.

6. Warranties and Indemnity

Exclusion of liability

We operate as an aggregator of media owners’ Specs provided by third-party publishers and media owners, and we are an intermediary between you (and the entities of which you are an end user) and the media owners. We therefore rely on media owners, including through the use of APIs and other tools, to ensure that the Specs are accurate and up to date. Where a media owners’ Specs are marked as “TSS Managed”, those media owners’ Specs will be checked, maintained and updated by TSS and not by the media owner, relying on information made available to TSS by those media owners. Those Specs will not be verified by the relevant media owner. Such media owners include Google, Facebook, LinkedIn, Twitter, Adobe and Reddit. While we will continue to work with media owners to ensure a level of accuracy and currency of the Specs on the Platform and Website, to the extent permissible by law, the Website and the Platform, and any support and additional services are provided “as is,” and we and our licensors expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, accuracy, reliability, timeliness, quality or merchantability, whether express, implied or statutory. In particular, for all TSS Managed Specs that remain unverified, although we will take all due care to ensure those Specs are accurate and up to date, we recommend that you recheck all TSS Managed Specs prior to use. Without limiting our express obligations in these Terms, we do not warrant that your use of the Platform will be uninterrupted or error-free or that we will preserve or maintain Your Data without loss. You acknowledge that using the Platform and Website necessarily involves transmission of Your Data over networks that we do not own, operate or control, and we are not responsible for your data being lost, altered, intercepted or stored across such networks. We cannot guarantee that the Specs will be accurate or up to date, that its security procedures will be error-free, that transmission of Your Data will always be secure or that unauthorised third parties will never be able to circumvent our security measures or those of our third-party service providers. We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. To the extent permissible by law, except as otherwise provided in the Terms, any applicable agreement with you or any entity of which you are an end user, or any applicable law, neither us or our licensors or suppliers will have any liability to you arising out of or related to your use of the Website and/or the Platform for any loss of use, lost or inaccurate data (including the Specs), lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential loss or damages of any kind, even if we are informed of the possibility of such damages in advance. Our aggregate liability to you arising out of or related to these Terms will not exceed the amount actually paid or payable by you to us under these Terms.

If statutory consumer guarantees or implied terms apply to the supply of goods or services in connection with these Terms, to the extent permitted by statute, our liability for any breach of those consumer guarantees or implied terms is limited to, at our option, repair of the goods, provision of the goods or services again, or paying the cost of having the goods or services provided again. Without limitation to the aforesaid, for New Zealand based customers, to the extent such customer is not a ‘consumer’ (as that term is defined in the Consumer Guarantees Act 1993), the provisions of the Consumer Guarantees Act 1993 will not apply to TSS’s obligations under these Terms. To the extent permissible by law, except as provided above, our liability in connection with these Terms, including if caused or contributed to by our negligence, is limited to the amount of the fees paid by you to us under these Terms or any other applicable agreement.

You warrant that you have not provided any false information to us to gain access to the Website or the Platform.

You indemnify us and keep us indemnified (and each of our employees, officers, agents and licensors, together and separately the Indemnified) from and against all claims of any nature (including legal costs) which the Indemnified may suffer or incur arising from or out of your use of the Website and Platform and caused or contributed to by your act, neglect, default, omission or breach of these Terms except to the extent such loss was caused by the act, neglect, default or breach of these Terms of the Indemnified.

7. Termination

Either party can terminate your account by giving 90 days’ written notice to the other party or by notifying us in writing of your wish to terminate on the last day of the then-current term. Without limiting either party’s right not to renew your account, or a party’s right to terminate as specified above, either party can terminate your account with immediate effect where: the other party materially breaches these Terms and does not rectify such breach within 14 days of a notice from the first party, specifying the breach and requiring it to be rectified; or the other party enters into any form of insolvency administration or enters into any formal arrangement with its creditors or is wound up (other than for the purpose of a solvent reconstruction).

If your account expires or is terminated (for a reason other than your material breach of these Terms), we will make available to you on request a file of Your Data within a reasonable time after termination. If you do not request such a file within 6 months of the closure of your account, we may archive or destroy any of Your Data held by us at our sole discretion. We reserve the right to withhold, remove, and/or discard Your Data without notice for any breach, including your non-payment of our fees. Upon termination of your account for cause, your right to access or use any of Your Data inputted to the Platform immediately ceases, and we will have no obligation to maintain or provide you with any of that data.

8. General

Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency.

For Australian based customers, these Terms are governed by the laws of New South Wales, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales. For New Zealand based customers, these terms are governed by the laws of New Zealand and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand.

Kache Media Pty Limited trading as The Spec Sheet (NZBN 9429050527007) and its parent company Kache Media Pty Limited (ABN 57 632 493 835) (ABN 57 632 493 835) (TSS, we, our, us), operates the website at thespecsheet.com (the Website), and The Spec Sheet, our cloud-based advertising specifications and placement tool for publishers, media owners, media planners and producers (the Platform). These terms and conditions (Terms) will govern your use of the Website and the Platform (including any other functionality or feature made available to you via the Website). In these terms “media owner” and “you” includes any entity you represent that is a publisher or media owner which has provided its ad specifications (Specs) to be used on the Platform, you as a representative of any such media owner, or if those do not apply, you individually.

The Platform is made available to the media owner free of charge via the Website as a cloud-based platform. By using the Website, the Platform and/or the Media Specs CMS Portal (described below), the media owner agrees to be bound by these Terms. We may modify these Terms at any time by updating and uploading the modified Terms to our Website. Any variation of these Terms will be notified on our website, will be effective when the updated Terms are posted on the Website, and will apply to the media owner’s use of the Website, the Platform and the Media Specs CMS Portal from that time. We encourage you to regularly review our Terms page whenever you use the Website or Platform to stay informed about any updates or modifications to our Terms.

You agree to be bound by these Terms and the Privacy Policy which can be found at https://thespecsheet.com/privacy-policy, and any other applicable agreement the media owner, or any of its authorised representatives, have entered into with us. By agreeing to be bound by these Terms, the media owner is a party to these Terms, as are we. The media owner is only authorised to access or use the Website, the Platform and the Media Specs CMS Portal (or any of them) by accepting and agreeing to these Terms.

These Terms are in addition to any other agreement governing the media owner’s use of the Website, the Platform or the Media Specs CMS Portal. To the extent that any other such agreement is inconsistent with these Terms, the other agreement prevails over these Terms to the extent of the inconsistency.

1. Media owners’ use of the Website

Media owners and their representatives can use the Website, the Platform and the Media Specs CMS Portal provided they comply with these Terms. Media owners and their representatives can also use the Website and the Platform in the capacity of an end-user, provided they comply with TSS’s website Terms of Use which can be accessed at https://www.thespecsheet.com/terms-of-use.

The media owner and its representatives must not do any of the following:

(a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Website, Platform, Media Specs CMS Portal, or the works comprising part of, or stored on, the Platform (Content), in any way;

(b) reproduce, modify, adapt or make derivative works based upon, the Website, Platform, Media Specs CMS Portal or any Content;

(c) reverse engineer the Platform or Media Specs CMS Portal in order to:

(d) build a competitive product or service;

(e) build a product using similar ideas, features, functions or graphics of the Platform; or

(f) copy any ideas, features, functions or graphics of the Platform or Media Specs CMS Portal;

(g) interfere with or disrupt the integrity or performance of the Website, Platform or Media Specs CMS Portal or the data contained therein; or

(h) attempt to gain unauthorised access to the Website, Platform or Media Specs CMS Portal, or its related systems or networks.

2. Media Specs CMS Portal

In consideration for media owners providing their Specs to be used on the Platform, we will display and make available media owners’ Specs to registered users of the Platform.

We will provide media owners (at our cost) with the necessary software applications and/or technological tools to enable media owners to upload, check, maintain and vary their Specs on the Platform (Media Specs CMS Portal). By using the Media Specs CMS Portal, media owners agree to be bound by these Terms. To the extent of inconsistency between these Terms and any written agreement between a media owner and us, the terms of the agreement will prevail.

Except in relation to advertisements that have already been placed, we will ensure that any changes or updates to the Specs (validly made via the Media Specs CMS Portal), will be available to users of the Platform in as close to real time as reasonably practicable.

We will ensure that media owners’ Specs are kept secure, and we will not disclose any Specs to other media owners or publisher on the Platform or any third party that is not a registered user of the Platform.

Media owners must provide us with the most up to date version of the media owner’s Specs for the initial data entry of those Specs onto the Platform. Thereafter, as soon as reasonably practicable after any change, variation, deletion or addition to any of media owner’s Specs, the media owner must update the Specs via the Media Specs CMS Portal or notify us of any such changes by contacting us directly.

TSS Managed Specs

Some media owners have elected not to upload, check, maintain and vary their Specs on the Platform via the Media Specs CMS Portal, including without limitation, Google, Facebook, LinkedIn, Twitter, Adobe and Reddit. TSS will manage and update such Specs on behalf of those media owners, in reliance on information made available to TSS by those media owners. All such Specs are marked as “TSS Managed” and will not be verified by the relevant media owner.  While we will take all due care to ensure that TSS Managed Specs are accurate and up to date, we cannot guarantee their accuracy, and we therefore recommend that you recheck those Specs prior to use.

3. Limitation of liability

While we will continue to work with media owners to ensure a level of accuracy and currency of the Specs on the Platform and Website, to the extent permissible by law, the Website and the Platform, and any support and additional services (including the Media Specs CMS Portal) are provided “as is,” and we expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, accuracy, reliability, timeliness, quality or merchantability, whether express, implied or statutory. In particular, for all TSS Managed Specs that remain unverified, although we will take all due care to ensure those Specs are accurate and up to date, we will not be liable (whether to the media owner or any of our customers or users) in relation to any inaccurate Specs provided to us (including any TSS Managed Specs). Without limiting our express obligations in these Terms, we do not warrant that the media owner’s use of the Platform or the Media Specs CMS Portal will be uninterrupted or error-free or that we will preserve or maintain the media owner’s data (including its Specs) without loss. The media owner acknowledges that using the Platform and Website necessarily involves transmission of data over networks that we do not own, operate or control, and we are not responsible for media owner’s data being lost, altered, intercepted or stored across such networks. We do not guarantee that the Specs will be accurate or up to date, that our security procedures will be error-free, that transmission of the media owner’s data will always be secure or that unauthorised third parties will never be able to circumvent our security measures or those of our third-party service providers. We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. We give no guarantees or warranties (express or implied) as to the accuracy or fitness for purpose of the media owner’s Specs. Neither we nor any of our officers, employees, contractors or agents, are liable for any damage, economic loss or loss of profits, whether direct, indirect, general, special or consequential, and whether or not we knew or should have known that the media owner or any other person may suffer such loss or damage, arising out of any inaccuracy in or of the media owner’s Specs on the Platform, or out of any Integration (as described in further detail below). Our aggregate liability to the media owner arising out of or related to these Terms will not exceed the amount actually paid or payable by the media owner to us under these Terms.

If statutory consumer guarantees or implied terms apply to the supply of goods or services in connection with these Terms, to the extent permitted by statute, our liability for any breach of those consumer guarantees or implied terms is limited to, at our option, repair of the goods, provision of the goods or services again, or paying the cost of having the goods or services provided again. Without limitation to the aforesaid, for New Zealand based customers, to the extent such customer is not a ‘consumer’ (as that term is defined in the Consumer Guarantees Act 1993), the provisions of the Consumer Guarantees Act 1993 will not apply to TSS’s obligations under these Terms. To the extent permissible by law, except as provided above, our liability in connection with these Terms, including if caused or contributed to by our negligence, is limited to the amount of any fees paid by you to us under these Terms or any other applicable agreement.

The media owner warrants that it has not provided any false information to us to gain access to the Website, the Platform or the Media Specs CMS Portal.

The media owner indemnifies us and keep us indemnified (and each of our employees, officers, agents and licensors, together and separately the Indemnified) from and against all claims of any nature (including legal costs) which the Indemnified may suffer or incur arising from or out of the media owner’s use of the Website, Platform and/or the Media Specs CMS Portal and caused or contributed to by your act, neglect, default, omission or breach of these Terms except to the extent such loss was caused by the act, neglect, default or breach of these Terms of the Indemnified.

4. Security and Privacy

We will use our best endeavours to ensure all of the media owner’s data (including any Specs and advertising campaign information relating to the media owner) inputted to the Website, Platform or used in connection with the Platform is kept secure so as to guard against anticipated threats or hazards to the security or integrity of that data, and any unauthorised access to or use of that data. Spec Sheets created using the Platform will be made available only to the customer and its authorised users and will not be disclosed by us to any other customer of ours or any third party save as otherwise specified in these Terms.

Our Website’s servers are currently provided by Amazon Web Services. Your data (including your Specs), which is provided to us during your use of the Website, Platform or the Media Specs CMS Portal, which will be hosted on Amazon Web Services’ servers, will be stored within Australia. If this changes, we will notify you by writing to you directly or posting a notification to our Website.

The media owner must comply with all applicable local, state, national, and foreign, laws, treaties and regulations in connection with its use of the Website and the Platform.

The media owner must notify us as soon as reasonably practicable after becoming aware of any unauthorised use of any of the Website or Platform or other suspected or known breach of the security of the Website, the Platform, the Media Specs CMS Portal, the Content or any media owner’s data.

We reserve the right to take any necessary action to maintain the security of the Website, including without limitation terminating the media owner’s use of the Platform, unilaterally changing your access information or requesting information to authorise or cancel or reverse transactions on your account.

Your data will be handled in accordance with our Privacy Policy, which can be accessed at https://thespecsheet.com/privacy-policy.

5. Enhancements, Integrations and new products

You acknowledge and agree that we may, but are not obliged to, modify, enhance, improve and/or maintain the Website, the Platform and the Media Specs CMS Portal from time to time (each an Enhancement). We will notify you of any material Enhancement by notification posted on the Website. We will send the media owner notifications about important aspects of its use of the Platform. The media owner acknowledges that we will send notifications to users of the Platform, including in relation to any variations or amendments made to their Spec Sheets (including to any changes to any Specs) and any changes to users’ placements. These notifications are central to the proper functioning of the Platform and cannot be disabled via the Platform. We strongly recommend that you do not take any steps to disable or block such notifications.

From time to time, we may offer you certain versions of the Platform which relate to new products or features, or pre-release and beta versions either of the Platform or such new features (Beta Versions). You acknowledge and understand that any such Beta Versions are still under development, may be inoperable or incomplete and are likely to contain errors and bugs. We make no promises that any Beta Versions will ever be made generally available to you, and we may offer Beta Versions to you in our sole discretion. In some circumstances, we may charge a fee to enable you to access Beta Versions.

TSS may make the media owner’s Specs available to its select business partners for their express purposes of providing ad validation services to their users (Integrations). TSS will notify the media owner in advance of each proposed Integration and give the media owner the opportunity to opt out of each Integration. The media owner can opt out of any proposed Integration at any time, via the Media Specs CMS Portal or by contacting TSS directly.

6. Support

Upon receipt by us of notice from the media owner that the Platform, Website or Media Specs CMS Portal has materially failed to perform in accordance with the functionality described in the user documentation published on the Website from time to time, we will take reasonable action to have any such failure resolved. Further information regarding support can be found on our Website.

7. Intellectual property

The media owner retains any and all Intellectual Property Rights in the media owner’s Specs and any other item embodying any of the media owner’s intellectual property (including any rights in copyright, trade mark, designs, business and domain names, trade secrets, circuit layouts or other intellectual property rights, and whether arising at common law or equity or conferred by statute) used by us in relation to the Platform in accordance with this agreement (Media Owners’ Intellectual Property).

The media owner grants us a non-exclusive, non-transferrable, royalty-free licence to use the Media Owner’s Intellectual Property:

(a) for our purposes in relation to the operation of the Platform (including without limitation the reproduction, adaptation and communication of the Specs, any PSD downloads, and/or photographic images of in-situ placements with the media owner);

(b) to reproduce and display the media owner’s name and/or logo on our website and marketing collateral, for our promotional purposes, and

(c) subject to the media owner opting out of any Integration, to grant a sublicence to its business partners for their purposes only in relation to the operation of their ad validation services for each Integration, on substantially the same terms as the licence granted in (a) and (b) above. Intellectual Property Rights means any and all rights in copyright, trade mark, designs, business and domain names, trade secrets, circuit layouts or other intellectual property rights, and whether arising at common law or equity or conferred by statute, and any application or right to apply for any of such rights, in all territories for the duration of copyright, including all modifications, enhancements and updates thereof.

8.  General

Either party can terminate the media owner’s use of the Website, Platform and the Media Specs CMS Portal at any time provided they give four weeks’ written notice to the other party.

In the event of such a termination, the media owner acknowledges that any of the media owner’s Specs attached to any existing media plans created using the Platform as at the date on which the termination is effective, in respect of any then-current or future placements, campaigns or Integrations, will remain available to users of the Platform until the conclusion of each such placement or Integration.

Nothing in these terms, or the agreement to which they give effect, is intended to constitute or evidence a partnership, joint venture arrangement, employment or agency between TSS and the media owner.

Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency.

For Australian based customers, these Terms are governed by the laws of New South Wales, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales. For New Zealand based customers, these terms are governed by the laws of New Zealand and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand.