Terms & Conditions of Service
Last Updated: 30/08/2024
Welcome to Nexum3. These Terms & Conditions of Service (hereinafter referred to as "Terms") govern your access to and use of our website and services (collectively, "Services"). By subscribing to our Services, you agree to be bound by these Terms.
1. Introduction
Nexum3 provides a subscription-based service that grants clients access to our advertising and media planning tools, strategies and teams. By subscribing to our services through the website, you enter into a binding agreement with Nexum3 under these Terms. Additionally, should you choose to execute an advertising campaign with us, a separate Insertion Order contract ("Insertion Order") will be provided to outline the specific terms of that campaign.
1.1 Subscription Contract & Services
1.1.1 The Subscription Contract begins when you subscribe to our Services via the website, governed by these Terms.
1.1.2 This contract and subscription governs and grants your access to our platform, tools, and resources, as described on the website.
1.1.3 The subscription fee covers your access to these resources but does not include the execution of specific advertising campaigns.
1.1.4 Subscription fees are non-refundable, except as provided under these Terms.
1.1.5 Your subscription will automatically renew unless canceled as outlined in Section 12.
1.2 Insertion Order Contract
1.2.1 After subscribing and as your needs become clearer, an Insertion Order will be prepared to detail the specifics of any advertising campaign you wish to run with Nexum3.
1.2.2 The Insertion Order will include campaign details such as start and end dates, targeting, pricing models (e.g., CPM), gross rate, booked quantity, and net monthly cost.
1.2.3 Execution of the campaign will only commence once the Insertion Order is mutually agreed upon and signed by both parties, and the related invoice for the campaign is paid in accordance with the payment terms and date detailed in the related invoice.
1.2.4 The Insertion Order is a separate contract from the Subscription Contract and is specific to each individual campaign.
2. Agreement Overview
These Terms constitute a legally binding agreement between you (the "Client") and Nexum3 ("we," "us," or "our"). These Terms apply to all Clients who subscribe to our Services through our website or engage in campaigns via an Insertion Order.
3. Payments and Fees
3.1. All fees related to the Subscription Contract and any Insertion Orders must be paid in accordance with the payment schedule outlined in the relevant agreements.
3.2. Payment is due as specified in the Insertion Order or subscription details. Late payments may result in the suspension or termination of Services.
3.3. The Client is responsible for any taxes, duties, or other governmental fees arising from their use of our Services.
4. Campaign Execution
4.1. Nexum3 will execute campaigns as per the details provided in the Insertion Order.
4.2. While we strive to achieve optimal results, we do not guarantee specific outcomes from any campaign (e.g., click-through rates, conversions).6.3. Any changes to the campaign parameters must be mutually agreed upon and may result in adjustments to the cost or duration of the campaign.
5. Intellectual Property Rights
5.1. All intellectual property rights, including but not limited to trademarks, logos, content, and materials provided by Nexum3, remain the sole property of Nexum3.
5.2. The Client retains ownership of any intellectual property they provide for the campaign, and Nexum3 shall have a non-exclusive, royalty-free license to use such content solely for the purpose of executing the campaign.
6. Confidentiality
6.1. Both parties agree to maintain the confidentiality of all proprietary information shared during the course of the engagement.
6.2. This confidentiality obligation shall survive the termination of these Terms.
7. Data Protection and Privacy
7.1. Nexum3 is committed to protecting your privacy. We will collect, use, store, and protect your personal data in accordance with our Privacy Policy, which forms part of these Terms.
7.2. By using our Services, you consent to the collection and use of your data as described in the Privacy Policy.
7.3. Both parties agree to comply with applicable data protection laws, including GDPR where applicable.
8. Warranties and Disclaimers
8.1. Nexum3 provides the Services "as is" and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
8.2. We do not warrant that the Services will be uninterrupted, error-free, or meet your specific requirements.
9. Limitation of Liability
9.1. To the fullest extent permitted by law, Nexum3 shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising out of your use of the Services.
9.2. Our total liability to you for any claims arising out of or related to the Subscription Contract or any Insertion Order shall not exceed the total amount paid by you to Nexum3 during the twelve months prior to the event giving rise to the claim.
10. Indemnification
10.1. You agree to indemnify, defend, and hold harmless Nexum3 and its affiliates, officers, agents, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of your breach of these Terms, your misuse of the Services, or your violation of any law or the rights of a third party.
11. Force Majeure
11.1. Nexum3 shall not be liable for any failure to perform its obligations under these Terms if such failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, acts of terrorism, strikes, or governmental actions.
12. Termination
12.1. Either party may terminate the Subscription Contract by providing 30 days' written notice to the other party.
12.2. Nexum3 may terminate the Subscription Contract or any Insertion Order immediately if the Client breaches any material term of these Terms.
12.3. Upon termination, all rights and obligations under these Terms will cease, except those that are intended to survive termination (e.g., confidentiality, intellectual property rights, indemnification).
13. Assignment and Transfer
13.1. The Client may not assign or transfer their rights or obligations under these Terms without the prior written consent of Nexum3.
13.2. Nexum3 may assign or transfer its rights and obligations under these Terms without the Client's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
14. Governing Law and Jurisdiction
14.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
14.2. Any disputes arising from or relating to these Terms shall be resolved exclusively in the courts of England and Wales.
15. Miscellaneous
15.1. These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements or understandings, whether written or oral.
15.2. Any waiver or modification of these Terms must be in writing and signed by both parties.
15.3. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
Contact Information
For any questions or concerns about these Terms, please contact us at:
Email: j@nexum3.com
