Terms of Service
Article 1 (Application of the Regulations)
2. The guidelines, manuals, specifications, standards, and other regulations concerning use of the advertisement distribution system (If FreakOut changes these due to certain reasons, such as any addition of services, the amended versions shall apply), which are stipulated by FreakOut separately according to necessity in order to operate the advertisement distribution system of FreakOut smoothly, shall constitute a part of these Regulations.
Article 2 (Definition of the Terms)
The definition of the terms used in these Regulations shall comply with the definition stipulated in the following items in addition to any stipulation in other provisions of these Regulations:
(1) “Advertisement Distribution System” shall mean the advertisement distribution system “Hike” provided by FreakOut in order to place advertisements on the Internet.
(2) “Publisher” shall mean a party who has agreed to use the Advertisement Distribution System by accepting these Regulations by the method prescribed by the FreakOut and have obtained approval from FreakOut from among the party who hope to use the Advertisement Distribution System.
(3) “Exclusive SDK” shall mean the Software Development Kit developed and provided by FreakOut and exclusively used for the Advertisement Distribution System. The Exclusive SDK shall constitute a part of the Advertisement Distribution System.
(4) “Publisher Properties” shall mean the application and mobile content operated by the publisher.
(5) “Publisher Site” shall mean the mobile site to which access is permitted by authorization of the log-in ID and password (hereinafter referred to as the “ID Etc.”), which are provided to the Publisher by FreakOut, and for which the Publisher shall register the information prescribed by FreakOut (contact information, name and content of the publisher properties, URL, etc.) and for the purpose of browsing the Payment Model and unit price, etc. concerning the placement of an advertisement with the Advertiser Site and other technical information and information matters, etc. of FreakOut necessary for use of the Advertisement Distribution System by such Publisher.
(6) “Advertiser Site” shall mean applications and mobile content in general for smart phones operated by an advertiser in cooperation with FreakOut.
(7) “In-feed Advertisement” shall mean the “advertisement in the feed” and the advertisements installed within the space for any new information and the list of pages
(8) “Publisher Revenue” shall mean the publisher revenue calculated based on the number of campaign with respect to the advertisements placement stipulated by FreakOut (hereinafter simply referred to the “Payment Model”), and the unit price per 1 achievement.
Article 3 (Change of these Regulations)
FreakOut may change these Regulations from time to time. When FreakOut intends to change these Regulations, FreakOut shall set up the notice period, and notify the Publisher of the change of these Regulations as well as the regulations after the change of these Regulations, or make them fully understand such changes and the regulations after the change of these Regulations by placement in the Site for the Publisher or by other methods that FreakOut judges appropriate. After expiry of the notice period, the regulations after the change of these Regulations shall apply, except for any cases stipulated otherwise by FreakOut.
Article 4 (Registration for Use)
2. FreakOut may disapprove an Application for Use based on the preceding paragraph, if any of the following items is applicable:
(a) If FreakOut judges that there is a technical obstacle or a business obstacle.
(b) If an Applicant for Use has been suspended for provision of the Advertisement Distribution System based on Article 14, paragraph 3, or has been subject to cancellation of the whole or a part of the Advertisement Distribution System usage agreement.
(c) If an Applicant for Use has failed or is likely to fail to perform its obligations to FreakOut (including any obligations based on those other than these Regulations).
(d) If FreakOut judges that there is a fault or wrong description in the content of the Publisher’s registration.
(e) If FreakOut judges that an application is otherwise inappropriate.
3. FreakOut shall examine the content of an Application for Use and inform the Applicant for Use whether FreakOut approves the Application for Use or not. When FreakOut transmits an approval notice based on this paragraph, it shall be deemed that the Advertisement Distribution System usage agreement (hereinafter referred to as the “Advertisement Distribution System Usage Agreement”) has been executed.
4. If FreakOut approves an Application for Use, FreakOut shall then issue the ID and password to the relevant Publisher.
Article 5 (Application for Insertion of an Advertisement)
1. A Publisher may apply for the publisher properties on which the Publisher wants to place an advertisement according to the procedure prescribed by FreakOut.
2. FreakOut shall make an examination for the placement of the advertisement based on the application in the preceding paragraph and inform the Publisher of the results of such examination.
3. If the Publisher passes the examination in the preceding paragraph, FreakOut shall issue an ID to identify such publisher properties to the Publisher.
4. The conditions for the advertisement’s placement, such as the advertisement’s placement charge, period, etc. (hereinafter referred to as the “Advertisement Placement Conditions”) shall be determined by FreakOut. FreakOut shall confirm in advance the Advertisement Placement Conditions with the Publisher in writing or by e-mail.
Article 6 (Change of Registration Information)
1. If there is a change with the registration information of a Publisher (hereinafter referred to as the “Registration Information”), the Publisher shall immediately notify FreakOut of such change by the procedure prescribed by FreakOut. If the Publisher does not notify FreakOut of such change, FreakOut may handle as if there is no change with the Registration Information.
2. Even if the Media Party suffers damages due to failure of giving a notice based on the preceding paragraph, FreakOut shall not bear any responsibility. If a notice sent by FreakOut to the Publisher does not arrive or is delayed due to the notification failure by the Publisher based on the preceding paragraph, such notice shall be deemed to have arrived at the time when such notice would normally arrive.
Article 7 (Publisher Revenue)
1. With respect to placement of advertisements in the Client Medium, a Publisher Revenue may arise if a Publisher contributes to promotion of the Advertisement Distribution System to the users of the publisher properties, by setting up an inducement space to the In-feed in the publisher properties. The unit price and Payment Model concerning the placement of advertisements, which become the calculation basis for Publisher Revenue, shall be determined by FreakOut at its own discretion, and such unit price and Payment Model shall be notified to the relevant Publisher by the placement in the Site for the Publisher.
2. FreakOut shall calculate the Publisher Revenue at the closing at the end of each month, and notify the Publisher thereof by the method prescribed by FreakOut. The Publisher shall confirm such amount after it receives such notification.
3. If the Publisher has an objection about the amount notified in the preceding paragraph, the Publisher shall inform FreakOut of such objection by the end of the month in which the Publisher receives the notification and shall discuss accordingly with FreakOut.
4. FreakOut shall pay the Publisher Revenue to the Publisher by transfer of the Publisher Revenue to the account of the financial institution registered by the Publisher within 60 days after the closing day (if the payment day falls on a holiday, the payment shall be made on the next business day), if the Publisher does not have any objection in the preceding paragraph after the notification of the amount of the Publisher Revenue. The bank’s transfer and money exchange fee shall be borne by the Publisher.
5. If a fraction of less than one (1) VND. arises by calculation of the amount of the Publisher Revenue, FreakOut shall round up such fraction.
Article 8 (Ownership of Rights)
The copyrights related to the Advertisement Distribution System shall belong to FreakOut, or the third party granting the rights to FreakOut, and the Publisher shall not reprint, assign, lend, translate, amend, transmit publicly (including making the transmittable), distribute, publish, use for business, or implement any other use of the Advertisement Distribution System that exceeds the scope expressly stipulated based on these Regulations.
Article 9 (Safekeeping of Confidential Information)
1. The Publisher shall not use any technical information, trade secrets and information about business, such as ideas, know-how, inventions, drawings, photographs, specifications, and data, disclosed by FreakOut, verbally or in writing, at the time of the Application for Use, or through performance of the Advertisement Distribution System Utilization Agreement (hereinafter referred to as the “Confidential Information”) for any purpose other than use of the Advertisement Distribution System, or disclose or leak such Confidential Information to a third party.
Article 10 (Abolition of the Advertisement Distribution System)
1. FreakOut may abolish the whole or a part of the Advertisement Distribution System. In such case, FreakOut shall notify the Publisher and make the abolition date well known in advance by placement in the Site for the Publisher or by a method FreakOut judges appropriate. However, in the case of an emergency, this shall not apply.
2. In the case of the preceding paragraph, the Advertisement Distribution System Usage Agreement related to the relevant abolition shall naturally end on the abolition date of the whole or the relevant part of the Advertisement Distribution System.
3. FreakOut shall not bear any responsibility for damages caused to a Publisher or any third party due to abolition of the Advertisement Distribution System or the end of the Advertisement Distribution System Usage Agreement based on this Article.
Article 11 (Compensation for Damages)
Irrespective of the responsibility for non-performance of obligations, tort responsibility, or due to other legal claim, the scope of responsibility for the compensation for damages shall be limited to normal damages arising due to reasons attributable to FreakOut or normal damages directly caused by FreakOut’s violation of the Advertisement Distribution System Usage Agreement, and shall not exceed the amount stipulated below. FreakOut shall not be responsible for damages caused by reasons not attributable to FreakOut, or special circumstances, whether foreseen or not by FreakOut, and loss of profit.
(1) An amount equivalent to the average monthly amount (for one (1) month) of the advertisement charge for the Advertisement Distribution System during the latest six (6) months from the end of the previous month of the month when such event happened.
(2) If the period from the commencement day of the use of the Advertisement Distribution System to the end of the previous month of the month when such event happened is less than six (6) months, the amount equivalent to the average monthly amount (for one (1) month) of the advertisement charge for such period.
Article 12 (Cancellation of a Publisher’s Advertisement Distribution System Usage Agreement)
If a Publisher intends to cancel the whole or a part of the Advertisement Distribution System Usage Agreement, the Publisher shall notify FreakOut at least thirty (30) days prior to the cancellation date by the method prescribed separately by FreakOut.
Article 13 (No Assignment)
A Publisher shall not assign the whole or a part of the rights and obligations under the Advertisement Distribution System Usage Agreement to a third party, succeed them to a third party, or provide them to a third party as security.
Article 14 (Governing Law and Agreed Court with Exclusive Jurisdiction)
The Advertisement Distribution System Usage Agreement shall be governed by the laws of Vietnam and the Vietnam jurisdiction court shall be the agreed court with exclusive jurisdiction for any dispute concerning the Advertisement Distribution System Usage Agreement and the Advertisement Distribution System.
Established March 21, 2017