These Doceree Inc Advertising Program Terms (“Terms”) are entered into by Doceree Inc(“Doceree”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern the Customer’s participation in Doceree’s advertising programs and services (collectively, “Programs”) that are accessible through the account(s) given to Customer in connection with these Terms. Please read these Terms carefully.

1. Programs

Customer authorizes Doceree and its affiliates to place Customer’s advertising materials (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Doceree or its affiliates on behalf of Doceree or, as applicable, a third party (“Partner”). As between Doceree and Customer, Customer is solely responsible for all: (i) the creation and format of Ads, (ii) trafficking or targeting decisions for Ads (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Services”). Customer’s Ads must be in compliance with Doceree’s Ad Guideline Policy, accessible here.

The Program is an advertising platform on which Customer authorizes Doceree and its affiliates to use automated tools to place Ads. Doceree and its affiliates may also make available to Customer certain optional features to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. Customer’s use of these features does not change Customer’s sole responsibility for the Ads, Targets, and Destinations. Doceree and its affiliates or Partners may reject or remove a specific Ad, Target, or Destination at any time for any or no reason. Doceree and its affiliates may modify or cancel features at any time. Customer acknowledges that Doceree or its affiliates may participate in auctions for media purchases for Targets which may be of interest to Customer, in support of Doceree’s own services and products. Customer authorizes Doceree to reformat Ads for optimal function in a Program. Customer grants Doceree the right to reproduce Ads in Doceree’s promotional materials, as examples of Doceree’s Services.

As Doceree develops and adds features to its Program, certain Program features may be identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features. Doceree may cease providing beta feature(s) at any time in its discretion, and may not, in its discretion, provide any technical support services in relation to beta features.

2. Policies

Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Doceree Content Policy, Privacy Policy, Program Policy, Partner Policy, and all Doceree policies which are made known to Customer, in each case, as modified from time to time (collectively “Policies”).

Customer will not, and may not authorize or direct any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Doceree advertising-related information from any Property except as expressly permitted by Doceree, or (iv) attempt to interfere with the functioning of the Programs. Customer will direct communications regarding Ads on Partner Properties under these Terms only to Doceree.

3. Ad Serving.

(A) Customer may utilize an Ad server solely for serving or tracking Ads under Programs that permit third-party Ad serving and only if the Ad server has been authorized by Doceree to participate in the Program. Doceree will implement Customer’s Ad server tags so that they are functional.

(B) For online display Ad impressions billed on a CPM or vCPM basis (“Display Ads”), if Doceree’s applicable impression count (“IC”) for a Program is higher than Customer’s third-party Ad server (“3PAS”) IC by more than 10% over the invoice period, the Customer shall be responsible for facilitating reconciliation between Doceree and the 3PAS. If this discrepancy is not resolved, and Customer wishes a credit from Doceree, Customer’s sole remedy is to make a claim within 60 (sixty) days after the invoice date (“Claim Period”). If Doceree determines that the claim is valid, then Doceree will issue to Customer advertising credits equal to (90% of Doceree’s IC minus 3PAS’s IC), multiplied by Doceree’s reported campaign average CPM or vCPM, as applicable, over the invoice period. Any advertising credits issued must be used by Customer within 60 (sixty) days of issuance (“Use-By Date”). Doceree may suspend Customer’s permission to utilize that 3PAS provider and may suspend or void the effectiveness of the discrepancy resolution provisions of this Section for that 3PAS provider. Metrics from 3PAS whose Ad server tags are provided to Doceree will be used in the above discrepancy resolution calculations. Doceree may require that discrepancy records be provided directly by 3PAS to Doceree. Customer will not be credited for discrepancies caused by 3PAS’s inability to serve Ads.

4. Testing

Customer acknowledges that Doceree and its affiliates will periodically conduct tests that may affect Customer’s Use of Programs, including Ad formatting, Targets, Destinations, quality, ranking, performance, pricing, and auction-time bid adjustments. Doceree shall use its best efforts to limit such tests to avoid adverse effects to Customer. Customer acknowledges that these tests are to ensure the timeliness and validity of Doceree’s services, and that Customer shall not be entitled to notice or compensation related to the tests or any impact from such tests.

5. Ad Cancellation

Unless a Policy, the Program user interface, or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier Ad auction or placement, but if Customer cancels an Ad after the commitment date provided by Doceree (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by Doceree to Customer, and the Ad may still be published. Cancelled Ads will generally cease serving within 8 (eight) business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account, if the functionality is available, (ii) via email to Customer’s account representative at Doceree, or (iii) if Customer does not have an account representative, via email to ads-support@Doceree.com.

6. Warranty, Rights, and Obligations

Customer warrants that (a) Customer holds all rights or is otherwise authorized to use, transmit, display, and reproduce the Ads, Destinations, and Targets, and (b) all information and authorizations provided by Customer are complete, correct and current. Customer hereby grants to Doceree, its affiliates and Partners, the right to use, transmit, display, and reproduce the Ads, Destinations, and Targets, all in and for the operation of the Doceree Programs (including, in the case of feed data, after Customer ceases to use the Programs).

Customer authorizes Doceree and its affiliates to automate retrieval and analysis of, and create test credentials to access, Destinations for the purposes of the Programs. By providing any mobile or other telephone number to Doceree in connection with the Programs, Customer authorizes Doceree, its affiliates and their agents to call and send text messages (for which standard message and data rates may apply) to the provided telephone numbers, including by an automatic telephone dialing system, for purposes of the Programs. Doceree will not initiate autodialed calls or text messages for marketing purposes.

Customer further authorizes Doceree, its affiliates and their agents to send electronic mails to Customer for purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which Customer advertises in connection with these Terms (“Advertiser”) and any references to Customer in these Terms will also apply to any such Advertiser as applicable. Customer shall be liable for any obligation on behalf of Customer or Advertiser under these Terms. If Customer is using a Program on its own behalf to advertise, for that use Customer will be deemed to be both Customer and Advertiser. Doceree shall only communicate directly with an Advertiser upon Customer’s written request.

7. Make-Goods

For reservation-based Display Ads, Doceree will deliver any agreed on aggregate number of Display Ads by the end of the campaign, but if Doceree fails to do so, then Customer’s sole remedy is to make a claim during the Claim Period. If Doceree confirms the accuracy of the claim, then Doceree will not charge Customer for the undelivered Display Ads or, if Customer has already paid, at Doceree’s reasonable discretion, Doceree will provide for (i) advertising credits, which must be used by the Use-By Date, (ii) placement of the Display Ads in a position Doceree deems comparable within 60 (sixty) days of Doceree’s confirmation of the accuracy of the claim or (iii) an extension of the term of the campaign. Doceree cannot assure that any auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads.

8. Payment

Customer will pay all charges incurred in connection with a Program, using a payment method approved by Doceree for that Customer (as modified from time to time), within a commercially reasonable time period specified by Doceree (e.g., in the Program user interface or IO). All payments are non-refundable. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Payments due to Doceree are exclusive of taxes and bank or credit card processing fees.

Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and legal fees Doceree that might incur while collecting late payments that are not disputed in good faith. Charges are based on the billing criteria under the applicable Program (e.g., based on clicks, impressions, views or conversions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Doceree may, in its sole discretion, extend, revise or revoke credit at any time in writing. Doceree is not obligated to deliver any Ads in excess of any credit limit.

If Customer disputes a charge, Customer must notify Doceree in writing within 7 (seven) days of notification of the charge (“Claim Period”). In the event of an asserted dispute over a charge, Customer remains responsible to pay any undisputed amounts then due

If Doceree does not deliver Ads to the selected Targets or Destinations, then Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which Doceree will issue the credits following claim validation which must be used by the Use-By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and if that happens, Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which Doceree will issue the credits following claim validation, which must be used by the Use-By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT DOCEREE’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE-BY DATE.

9. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, DOCEREE, ON BEHALF OF ITSELF AND ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND DOCEREE AND PARTNER PROPERTIES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CUSTOMER USES THEM AT ITS OWN RISK. DOCEREE, ITS AFFILIATES, AND ITS PARTNERS DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. DOCEREE MAKES NO PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.

10. Indemnification

Customer shall ensure that any content supplied to Doceree is in accordance with the applicable local law and the Customer will defend and indemnify Doceree, its Partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. Partners are intended third-party beneficiaries of this Section.

11. Limitation of Liability

EXCEPT FOR SECTION 10, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) DOCEREEAND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, DOCEREE AND ITS AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID TO DOCEREE BY THE CUSTOMER UNDER THE TERMS IN THE 30 (THIRTY) DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

12. Changes to Terms

Doceree may make non-material changes to these Terms at any time without notice, but Doceree will provide advance notice of any material changes to these Terms. The Terms will be posted at the legal section on www.doceree.com. Other than changes made under Section 13, the changes to the Terms will not apply retroactively and will become effective 7 (seven) days after posting. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case, subject to Doceree’s terms and conditions then in effect for the Programs. Doceree may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in Doceree’s sole discretion.

13. Dispute Resolution Agreement

a. Arbitration of disputes

Doceree and Customer agree to arbitrate all disputes and claims between Doceree and Customer that arise out of or relate in any way to the Programs or these Terms. This agreement to arbitrate (“Dispute Resolution Agreement” or “Section 13”) is intended to include all disputes that may arise between the parties.
Doceree and Customer Advertiser agree that, by entering into this arbitration agreement, all parties are waiving their respective rights to bringing an action in a civil court except for any statutory claim. With respect to all disputes or claims that arise out of or relate in any way to the Programs or these Terms, this Dispute Resolution Agreement supersedes any contrary terms regarding dispute resolution in any other agreement between the parties.

b. Notice of disputes

If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing (“Notice of Dispute”). The Notice of Dispute must be sent to Doceree at legal@doceree.com, and to Customer at its primary email address. Doceree and Customer each agree to receive legal notice at those addresses, which addresses may be updated by written notice to the other party. Customer’s Notice of Dispute to Doceree must provide, as applicable, (a) Customer’s name and mailing address, (b) the email address Customer uses to log into Customer’s account, (c) the Ads Customer ID(s), (d) the Case Number(s) assigned by Doceree to track previous attempts to resolve the dispute, (e) a description of the dispute, including identification of the relevant campaigns, and (f) a statement of the relief requested.

c. Settlement Discussion

The parties agree to set up a meeting with their respective principals/representatives to resolve the dispute. If the parties are unable or unwilling to resolve the dispute within 60 (sixty) days, the parties could proceed with the implementation of the Dispute Resolution Agreement.

d. Arbitration procedures.

All dispute and differences arising out of or in connection with or relating to the Terms shall be settled under the Rules of Delhi International Arbitration Centre (“Rules”) by a sole arbitrator appointed in accordance with the Rules. The seat of the arbitration shall be Delhi and the venue shall be the Delhi International Arbitration Centre, Delhi. The language of the arbitration shall be English.
To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality.

e. Future changes to Dispute Resolution Agreement

If Doceree makes any changes to this Dispute Resolution Agreement (other than a change to Doceree’s Notice Address), Customer may reject any such change by notifying Doceree via webform as set forth in Section 13(F) within 30 (thirty) days of the change. By rejecting a future change, Customer is agreeing that it will arbitrate any dispute in accordance with the language of this Dispute Resolution Agreement, as modified by any changes that Customer did not reject.

14. Confidentiality

Customer agrees not to disclose Doceree Confidential Information without Doceree’s prior written consent. "Doceree Confidential Information" includes: (a) all Doceree software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by Doceree that is marked confidential or would normally be considered confidential under the circumstances in which it is presented.
Notwithstanding the preceding paragraph, Confidential Information does not include information that: (a) at the time of disclosure is already in the public domain; (b) after disclosure is published or otherwise becomes part of the public domain through no fault of either party; (c) at the time of disclosure is in the party’s possession and was not acquired directly or indirectly from the other party, as evidenced by written records; (d) was lawfully acquired by the party from a third party having the right to disclose it without an obligation of confidentiality, as evidenced by written records; or (e) was developed by the party independently of any disclosure from the other party and without any reference to or use of the Confidential Information, as evidenced by written records.
Notwithstanding any provisions hereof to the contrary, including but not limited to this Section, the party may disclose the Confidential Information to the extent required by applicable law, rule or order of court or government regulation; provided that, the party shall give the other party a notice of such disclosure request in advance, if practicably possible, of such disclosure so that the party may seek an appropriate protective order or other similar order preventing or limiting such disclosure.
Notwithstanding any provisions hereof to the contrary, including but not limited to this Section, the party may disclose the Confidential Information to its employees, representative, agents or affiliates for the purpose of providing the service or for successfully completing its activity, provided that the party shall impose on such employees, representative, agents or affiliates the obligations at least restrictive as those imposed on the party herein with respect to the confidential information.

15. Miscellaneous.

a. Governing Law

All claims arising out of or relating to the Doceree Terms or the Services will be governed by the laws of India and the Courts at New Delhi shall have exclusive jurisdiction.

b. Entire Agreement

These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects.

c. Public Announcement

Customer may not make any public statement regarding the relationship contemplated by these Terms (except when required by law).

d. Notices

Except as provided in Section 13, all notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact or other address on file). The email address for notices being sent to Doceree’s Legal Department is legal@doceree.com . Except as provided in Section 13, all other notices to Customer will be in writing and sent to an email address associated with Customer’s account, and all other notices to Doceree will be in writing and addressed to Customer’s primary contact at Doceree or other method made available by Doceree. Notice will be treated as given on receipt, as confirmed by written or electronic means. These notice requirements do not apply to legal service of process, which is instead governed by applicable law.

e. Amendments

Except for modifications to these Terms by Doceree under Section 12, any amendment must be mutually agreed to by both parties in writing and must expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms.

f. Severability

If any provision of these Terms is found unenforceable, that provision will be severed and the balance of the Terms will remain in full force and effect

h. No transfer or assignment.

Neither party may transfer or assign any of its rights or obligations under these Terms without the written consent of the other party, except to an affiliate, where written notice must be provided to the other party. Any transferee or assignee shall be bound by these Terms, and the assigning party remains liable for obligations under these Terms. Any other attempt to transfer or assign is void.

i. No third party beneficiaries

Except as set for in Section 10, there are no third-party beneficiaries to these Terms.

j. Relationship

These Terms do not create any agency, partnership or joint venture among the parties

k. Survival

Sections 1 and 8 through 14 will survive termination of these Terms.

l. Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control