Terms & Conditions smxchange.com - User Agreement
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Introduction |
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The site namely smxchange.com is owned and operated by Social Media India Limited hereinafter referred to as SMX Network.
SMX is a Unique Online Platform / Media Exchange where Media Owners can sell their inventory and Advertisers can bid for this inventory. The inventory covers all three primary mediums: Web,TV and OOH
The site is controlled, operated and administered by Social Media India Limited from its office at 3rd Floor, B Wing, Laxmi Cyber city, Kondapur, Andhra Pradesh, INDIA.
By accessing and browsing the site, the User acknowledges that he/she has read the terms and conditions on this site, as well as all other policies described in the site; that he / she understood the same and that he / she accepts and agrees to be bound by the same.
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User Agreement-Terms & Conditions |
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SMIL reserves right to amend, change or alter these terms & conditions from time to time without notice. All amendments, changes and alterations of terms & conditions shall automatically come into force immediately after they are posted on the site and any subsequent use of the site shall be governed by such amended, changed or altered terms. Users are advised to regularly check these terms and conditions for any amendments or updates.
SMIL may terminate, change, suspend or discontinue any service, aspect of the site, including the availability of the features / services, at any time. SMX Network may remove, modify or otherwise change any feature, service, utility, and short-cut on or from this site.
SMIL may impose limits on certain features and services or restrict the access of the User to any or all of the parts of this site without prior notice or liability and without assigning any reasons.
SMIL may terminate the use of the site by the User at any time in its sole discretion without assigning any reasons.
These terms apply exclusively to the access and use of the site by the User and do not alter the terms and / or conditions of any other agreement the User may have with SMIL.
Publication or re-dissemination of the contents of the site without the written consent of SMIL is expressly prohibited.
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Applicable Laws |
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The applicable laws of India in force will govern this User Agreement and the courts at Hyderabad, Andhra Pradesh have exclusive jurisdiction to try and entertain any disputes or claims arising out of this User agreement or any transaction entered into by the parties by using this site.
Although this site may be accessed from any state, as well as from other countries, by accessing this site both the User and SMIL agree that the statutes and laws of India shall apply to all matters relating to use of this site.
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Usage and Account activation Usage
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Usage of the site is available only to clients and advertising agencies that are approved & recognized by SMX and / or their authorized representative who can legally enter into binding contracts under applicable laws.
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User ID
The client/advertising agency is solely responsible for all actions conducted with the respective User ID and agrees not to use the User ID for any unauthorized purpose. The client/advertising agency agree not to disclose the User ID name to any third party, and shall take all necessary precautions to prevent unauthorized use of such User ID by any third party. The client/advertising agency agree to waive any rights, claims, or causes of action against SMIL arising out of or related to the use, whether authorized or unauthorized, of the User ID.
Validity of User ID and Password - Every registered user ID and password shall be valid for a period of twelve months and thereafter renewable on request.
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Interference with the Services |
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The User agrees not to use any device, software or facility to interfere or attempt to interfere with the site or domain or any bidding being conducted on the site. If it is found that any system, device, facility or server is damaged because of any malicious content generated from the system of the user, the User shall be liable to compensate SMIL for such damage. |
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Termination |
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The User agrees that allotment/ continuity of user ID is at the sole discretion of SMIL, and it may deactivate user ID immediately without prior notice, if SMX Network believes: (a) that the user has breached any provision of this User Agreement, or (b) that the User has violated the rights of other users. The User agrees to waive any rights, claims or causes of action against SMX Network. The user ID may also be deactivated by SMX Network without assigning any reason whatsoever. |
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Conditions for bidding: |
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The user shall participate and bid in the website, always subject to the following: |
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- User shall participate in the web bidding willfully.
- User will be allotted a unique bid reference number.
- Bidding can be for one or for multiples of units (packages). However a separate bid has to be made for every client (for advertising agencies) and a single bid for multiple clients is not allowed.
The User (advertising agency) shall mention the name of the client for whom the units are bid and the units bought through online bidding shall be utilized for the client specified and is not transferable to any other client or advertising agency.
- Units bid by one client shall not be transferable to another.
- The User whose bidding is approved and confirmed by SMIL is termed as the successful bidder.
- Activity once confirmed through bidding process, shall not be cancelled under any circumstances. If cancelled for any reason/s whatsoever, a bill shall be raised for the value of the bid and the same is payable immediately irrespective of any credit eligibility enjoyed in normal course.
- The User shall maintain confidentiality of bidding unit/package amount.
- Advertisement scheduling shall be the prerogative of SMIL.
- A Single bill shall be raised by SMX Network for the entire bid amount/package. The entire bill amount shall be made by the successful bidder. No on-account payments/part payments will be accepted.
- The advertisement dues shall be paid by the successful bidder as per the credit eligibility norms of SMIL.
- The units bid by a successful bidder, shall be consumed within the bidding cycle and under no circumstances, the successful bidder shall be entitled to consume the same after the bidding cycle. Any units not consumed within the bidding cycle shall lapse and SMIL shall not be liable for repayment of bid amount or to make good the lost units.
- The successful bidder shall be liable for the payment of service tax and all other levies as applicable.
- Inflation surcharge as applicable on the date of telecast shall be charged extra and is payable.
- In case of non-availability of inventory, for any reason, the successful bidder shall arrange make good of spots within the stipulated period.
- In case of any program change or cancellation, SMIL will have the discretion to offer an alternate program to the successful bidder.
- The successful bidder shall not circumvent or manipulate inventory allotment structure of the standard packages, the billing process or advertisement dues owed to SMIL.
- The advertisement released by the successful bidder shall comply with all applicable law, statutes, ordinance which is in force and shall not be one forbidden by Advertising Code of Cable Television Network Regulation Act 1995 and the Code for Self Regulation in Advertising of ASCI.
- The rates for bidding activity shall not be compared with any deal rates agreed upon by SMIL with certain agencies/clients, and nor such agencies/clients shall claim such rates for their deal activity.
- The rates through web bidding shall not be taken as bench mark to negotiate against regular rates / operative rates/annual deal rates.
- SMIL Network may host various other packages/schemes as it deems fit on the site.
- SMIL shall not be liable for any technical snag which prevents the intending bidders from logging his bid.
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Electronic Communications |
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When the User visits the Site or sends e-mails to SMX Network, the User is communicating with SMX Network electronically and the User consents to receive communications from SMIL electronically. SMIL will communicate with the User by e-mail or by posting notices on the Site. The User agrees that all agreements, notices, disclosures and other communications that are provided to the User electronically satisfy any legal requirement that such communications shall be in writing.
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Successful Bidder: |
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A bidder is declared successful on the following parameters:
By Value: The higher value bids / higher units always supersedes the lower value bids / lower units.
By Time: In addition to the above and between bids of the same value and for the same option the bid which was logged into the system of SMX at point prior in time shall supersede. SMX decision on the success or otherwise of a bid shall be final and it reserves the right to reject or void bids without assigning any reasons thereof.
The declaration of successful bidder by SMX shall not be challenged by any one and the decision taken by SMX Network in this regard shall be final. SMX shall not be obliged to entertain any correspondence from any person regarding the basis, criteria, grounds and reasons for selection of successful bidder. SMX Network shall not be obliged to furnish any information or copies of communication, bid quotes of the successful bidder. |
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Closure time |
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| Schedules: |
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Cancellation of a confirmed Bid at any stage is not permitted. In such a case, a single bill shall be raised for the value of the bid and the user (client/advertising agency) is liable to pay the entire bid amount immediately irrespective of any credit eligibility enjoyed in normal course.
2. Cancellation of a confirmed bid would also entail the successful bidder liable to be barred from participating in future bids. |
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SMX strongly advises the users not to test the site with false bids, as it will put them at substantial risk. Willfully entering erroneous or fictitious bids may result in Suspension of the User account |
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Raising of bills accordingly by SMX Network which is payable by the user. |
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No Liability: |
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The site smxchange.com shall have no liability for any interruption or delay in access to the site irrespective of the causes. |
Other General Terms & Conditions
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Billing |
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All rates are per ten seconds Gross for spot buys (A-la-carte packages) and package-wise gross for packages. Service Tax and all levies as applicable on the day of telecast will be charged extra and in case of any revision in the applicable service tax /levies at the time of telecast, the same shall be borne by the Client/Agency. |
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Billing will be on first spot aired. |
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Bills |
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Bills once raised will not be modified. Any discrepancy in the bills raised will have to be brought to the notice of SMX Network in writing, stating clearly the nature of disputes, within 10 days from the date of the receipt of bills for clarifications. On expiry of the said period no such request shall be entertained by SMX Network. |
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SMX will issue a revised bill/credit/debit note only in case of the discrepancies which are legitimate. |
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SMX will issue a Certificate of Telecast containing basic information like time and date of telecast only. |
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Clients/ Agencies agree that the Certificate of Telecast issued by SMX Network is adequate & the Final proof of appearance of TV commercials.
However, a telecast proof copy will be maintained for a minimum period of 90 days from the date of telecast, for witnessing at SMX office at Social Media India Ltd, Laxmi cyber city, Kondapur, Hyderabad only. On expiry of the said period no request will be entertained from the Client/Agency for furnishing proof of telecast. |
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Written complaints for verification regarding non-receipt of bills / telecast certificate should be addressed in writing to SMX Network within 10 days from the end of activity month. Any requests/ claims made after the expiry of the said period will not be entertained. |
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Duplicate Bills and Certificates of Telecast will not be issued unless the reasons cited are satisfactory to SMX Network. All requests for duplicate bills and certificates of telecast should be addressed to SMX Network in writing within 10 days from the end of activity month. The decision of SMX Network in this regard shall be final & binding on the Client/Agency. |
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Scheduling |
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All spots will be scheduled as per the discretion of the channel in respective category/program.
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Utilization of the bid package has to spread over a minimum of 20 days in the utilization period and in any case not exceeding beyond 35 days from the date of confirmation of the bid. |
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In case of non-availability of inventory, make-goods will be sought by SMX . Non-receipt of make good spots within stipulated time as above will entail the unutilized FCT being lapsed and no claims will be entertained thereafter. |
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Any balance FCT schedules received after or scheduled beyond entitled period of utilization will be treated as lapsed. |
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Scanned Schedules should be sent only on Letterhead or Release Order. Schedules sent on plain paper with agency stamp / seal are provisionally accepted, subject to receipt of the Confirmatory (Original) Schedules on Letterhead or Release Order at SMIL office within 24 hours time from the receipt of such schedule/s. |
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If confirmatory schedule is not received within 24 hours from the time of receipt of provisional schedule on plain paper, SMX shall not be under any obligation whatsoever to telecast the advertisement released on provisional schedule. No liability can be fastened on SMX for non-telecast of advertisement by unconfirmed provisional schedules. |
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Advertisement Material is to be provided in Beta Cam/ DVC Pro cassettes and should reach SMX Network's office addressed to Social Media India Ltd. along with confirmed release orders at least 3 days prior to the intended date of telecast. |
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SMIL will maintain, post telecast, the advertisement material for a maximum period of 5 days after which the same will be erased. |
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While due care will be taken to telecast the advertisement as per schedule, in case of any error or defect which SMX may uphold as error or defect, liability of Channel/s will only be limited to re-telecast of the advertisement. |
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Advertisements will be accepted for telecast subject to compliance with the relevant provisions of the Cable Television Networks (Regulation) Act, 1995 in addition to application of other laws of the land, the ASCI Code of Self Regulation in Advertising, conformity to the standards of practices issued by Advertising Agencies Association of India and relevant directives/notifications issued by the Ministry of Information & Broadcasting, Govt. of India from time to time in this regard. Advertisements relating to Liquor/Tobacco or like cannot be accepted in view of the regulations laid down by the concerned Ministry. |
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Acceptance to air Brand Extension advertisements is subject to submission, by Client/Agency, of a copy of the clearance certificate obtained from Central Board of Film Certification (CBFC) or any other statutory body/ appropriate authority mandated by the Ministry of Information & Broadcasting, Govt. of India. The clearance certificate submitted should be for video films (V/U and V/UA) only. |
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1.All film / film songs / film Promo or Trailer or music video or music albums or their promos will be aired subject to submission, by Client / Agency, of clearance certificate issued by CBFC or any other statutory body / appropriate authority mandated by the Ministry of Information & Broadcasting. The clearance certificate submitted should be for video films (V/U and V/UA) only. |
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The Clients / Agencies undertake that nothing contained in the advertisement enrages the public policy / sentiment; constitutes any Unfair Trade Practice or contains disparaging or derogatory references to another product or service. |
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The Clients / Agencies undertake the sole responsibility and indemnify SMX Network against any incidental or consequential damages suffered by SMX due to any default by Client / Agency in compliance with provisions/directives laid down by the concerned Ministry. |
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Client / Agency agree that SMX reserves the right to telecast the advertisements in any sequence convenient to it. If the advertisements of competitive products are telecast in continuous sequence, Client / Agency will not claim for waiving the advertisement charges in part or full. |
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Payments |
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All the bills raised by the Channel/s have to be paid in full within/ by the due date and no deductions are acceptable while settling the bills.
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Notwithstanding the non-utilization of entitlements, all bills shall be paid by the client / agency as provided in the point (1) above, at all times. |
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No On-account payments are accepted and all payments have to be bill specific and Channel specific. |
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Foreign advertisers are required to pay the advertisement charges in US Dollars only. |
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All payments are to be made within / by the due date irrespective of the Client/s having paid the respective Agency. Delayed payments will attract Interest. |
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Payment shall be made only by A/c payee Cheques / Demand Drafts drawn in favour of "Social Media India Limited", payable at Hyderabad. |
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Outstation Cheques should be drawn 5 days prior to the expiry of credit period. |
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Warranties of the Client/Agencies |
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The clients /agencies undertake that the advertisement material shall be in strict conformity with the "TECHNICAL GUIDELINES" prescribed by SMX .
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The Clients/Agencies declare and affirm that nothing in the advertisement infringes the copyright or any other right of any third party and that there are no claims, actions or proceedings, actual, pending or threatened, affecting the advertisement or the title thereof or otherwise howsoever. |
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General |
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SMX reserves the right to introduce special rates for special programmes that are being telecast.
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SMX reserves the right to accept/reject any advertisement/campaign/bid at its sole discretion. SMX Network's decision shall be final and binding in this regard. |
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The package basic rate for bidding along with terms & conditions (if any) are subject to changes from time to time, at the sole discretion of SMX Network. The rates, terms & conditions prevailing on the date of bidding shall only apply.. |
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Advertisements are accepted in good faith and belief. In case of any legal complications arising on account of telecasting the advertisements, the Client/ Agency as the case may be, shall indemnify SMX Network against all damages, loss, claims, demands, costs and consequences that may be incurred or suffered by SMX Network from time to time on account of such claim, demand or action instituted by any other party/ parties or person/s claiming under them. |
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SMX will not be responsible for any disruption in telecast of the advertisements for reasons beyond its control caused by fire, lightening, explosion, subsidence, flood, hurricane, act of God, civil disorder, force majeure, revolution, strikes, lock-out or trade disputes, delay in transport, communications, microwave link failure, cable blackouts, ground segment or uplink facility or other equipment failure, the pre-emption of transponder or power failure, satellite or transponder failures etc, claims in this regard will not be entertained, as agreed by Client/Agency. |
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Courts at Hyderabad have exclusive jurisdiction to try and entertain any disputes or claims arising out of these presents. |
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DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY smxchange.com is a site provided by SMIL on an "as is" and "as available" basis. SMX Network makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, or products included on this site. The user expressly agrees that the use of this site is at his/her sole risk.
To the full extent permissible by applicable law, SMX Network disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. SMX Network does not warrant that this site, its servers, or e-mail sent from SMX Network are free of viruses or other harmful components. SMX Network will not be liable for any damages of any kind arising from the use of this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
Right to form Consortium/ Associates:
While providing services, SMX may outsource any part thereof to any competent person or organization, with or without disclosing it to the User. However, the rights and responsibilities of the User continue as against SMX only and not against such persons or organizations.
Confidentiality: SMIL will maintain confidential, all personal information furnished by users. However, SMIL may divulge such information if required by law. By agreeing to register at SMX Network and its consortium of portals, a user allows SMIL get in touch with him/her from time to time on events or special offers. This could include information, as well as Channel promotions. SMX Network can use the e-mail address and/or telephone number of the user for this purpose.
All rights reserved to Social Media India Limited |
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