updated August 2013
By submitting the Advertisement Insertion Order Contract (“the Contract”) for advertising on a Pixels Limited (Pixels) affiliate and each advertiser and advertising agency agrees to the following standard advertising terms and conditions:
A signed Contract must be submitted to Pixels five (5) days in advance of the initial publication date. By submitting advertising for inclusion on a Pixels affiliate, advertiser/agency agrees to be bound by the terms of this Contract. No conditions other than those sets forth herein shall be binding on Pixels unless specifically agreed to in writing by Pixels. Pixels will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the advertiser/agency. This Contract supersedes all terms and conditions on Pixels’s rate cards, and any previous agreements between Pixels and advertiser/agency. For advertisements on the Microsoft Network (“MSN”), advertiser/advertising agency hereby authorizes Pixels to sign the MSN insertion order or such other form as may be required by MSN ("MSN IO"). Advertiser/advertising agency further agrees to comply with all the terms and conditions incorporated into the MSN IO.
The terms and conditions of the MSN IO can be found at http://www.pixels.asia/files/MSNHKIOTC_82010.pdf
2. Changes and Cancellations
All artwork must be received at least five days in advance of publication date. Cancellations or copy changes will not be accepted after the published closing date. Pixels must receive changes to artwork at least five (5) days in advance of requested change date. Pixels reserves the right to change any of its ad banner specifications at any time. Any cancellations or change orders must be made in writing and acknowledged by Pixels. Change orders cannot be submitted any more frequently than once every fourteen (14) days. This Contract may be cancelled or changed by Pixels or advertiser/agency on ten (10) day written notice to the other party. In the event of a cancellation by an advertiser or agency, Pixels reserves the right to levy a cancellation fee of up to the full amount contracted in the signed booking/insertion order. Pixels may immediately terminate this Contract if any change occurs in any applicable laws or regulations that would, in Pixels’s reasonable opinion, render Pixels’ performance hereunder illegal or otherwise subject to legal challenge.
Unless otherwise agreed in writing, hundred percent (100%) of total contract amount are due 30 days after the execution of this Contract by the advertiser/agency. If payment is not made timely, Pixels at its option, may immediately terminate the contract. In addition, advertiser/agency shall be liable to Pixels for all solicitors’ costs and other costs of collection. Interest will accrue on any past due amounts at the rate of one percent (1%) per month, but not in excess of the lawful maximum. Pixels shall have the right to hold the advertiser and/or its agency or agent jointly and severally liable for all amount due. All payments made to Pixels under this Contract shall be paid exclusive of any taxes imposed by any government, statutory or tax authority. Any such taxes shall be borne by the advertiser/agency.
4. Frequency and Discount
If Pixels fails to provide the guaranteed number of impressions, Pixels will make good on this Contract by providing advertiser with additional impressions. Pixels will not make good for under-delivery due to delays caused by advertiser/agency. Advertiser/agency understands that all frequency discounts are based on the advertiser’s/agency’s commitment to fulfilling the frequency indicated in the Contract. If, for any reason, this frequency is not met by the time of expiration or cancellation of the Contract, advertiser/agency agrees to pay a short rate charge on all ads run.
5. Licenses and Indemnification
The advertiser/agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertising and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to Pixels. In consideration of Pixels’s acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold Pixels harmless against all loss, liability, damage and expense of any nature (including legal fees) arising out of Pixels’s performance under this Contract or the copying, printing, distributing, or publishing of advertiser’s/ agency’s advertisements, advertiser grants Pixel Media the right to use, reproduce, and distribute the advertisements.
6. Misleading Advertisement
The advertiser / agency shall not include any advertising on Pixels's Affiliate Sites that is misleading, unfair or deceptive and all advertising on the Pixels's Affiliate Site shall comply with all applicable laws and regulations, including but not limited to the Trade Descriptions Ordinance, the Unsolicited Electronic Messages Ordinance and other regulations of the Communications Authority. The advertiser / advertising agency shall indemnify Pixels and hold Pixels against all loss, liability, damage and expense of any nature (including legal fees) arising out of the advertiser / advertising agency's breach of this Clause.
Pixels reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement or link was previously acknowledged, accepted, or published.
8. Limitation of Liability
Pixels shall not be liable for any errors in content or omissions. Should an error appear in an advertisement, Pixels’s liability will be limited to the cost of the advertisement (pro-rated for the publishing completed). Pixels will not be liable for any delays in delivery and/or non-delivery in the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to the Pixels Site. Pixels does not represent or warrant that the Pixels Site will meet the objectives or needs of advertiser/agency or any third party. In no event will Pixels be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or other non-performance related to the Pixels Site. UNDER NO CIRCUMSTANCES WILL PIXELS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF PIXELS HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
9. Choice of Law and Forum
This Contract shall be interpreted and construed in accordance with the laws of Hong Kong Special Administration Region and each party hereby submits to the non-exclusive jurisdiction of the Hong Kong SAR courts.
No public statements concerning the existence or terms of this Contract will be made or released to any medium except with the prior approval of both parties or as required by law. This Contract cannot be sold, assigned or transferred by advertiser/agency to any party. If any portion of the Contract is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by Pixels shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties; Pixels will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorized representative of Pixels and the advertiser/advertising agency.
Signed By Advertiser / Advertising Agency as having read and understood the terms and conditions and agree to be bound by them: