Advertiser Agreement for iPromo Marketing

Niftra Solutions (Private) Limited, having its registered office at No.106/B/2/1, Hokandara South, Hokandara (“Niftra Solutions”) is engaged in providing the services of the iPromo Digital Advertising Platform.

This agreement (“Agreement”) comprises the Front Sheet and the Terms and Conditions.

By using our Services, you are agreeing to these terms. Please read them carefully.

Credit amount will available in the account of the Advertiser (“Account”) with Niftra Solutions in relation to the iPromo Digital Advertising Platform;

You can create promotional and creative programme and /or announcement (“Advertisement”) specifically designed for mobile telecommunications devices, such as cellular phones;

You need to be an individual over 18 years of age or a company whose application (“Advertiser”) to subscribe for the iPromo Digital Advertising Platform;

Rates and charges payable by the Advertiser (“Advertising Charges”) in connection with the usage of the iPromo Digital Advertising Platform, calculated based upon Short Message Services (SMS), Multimedia Message Services (MMS), Unstructured Supplementary Service Data (USSD), Insertions, Interactive Voice Response (IVR), In-App Advertising and/or Banner Advertising;

‘Content’ means all data, information and material, including but not limited to text, pictures, photographs, software, video, music, sound and graphics contained in the Advertisements;

Niftra Solutions use iPromo Digital Advertising Platform to provide service to Advertisers to run ‘self-service campaigns’ which are handled by the Advertisers themselves (“Platform”);

‘Parties’ mean Niftra Solutions and the Advertiser, and ‘Party’ means either of them;

In terms of this Agreement the Advertiser is prohibited from disseminating Prohibited Content as set out below;

  1. All Advertisements/Content and/or advertising related programmes submitted to Niftra Solutions shall not;
    1. Directly or indirectly contain information, views, stimulations and/ or images of politics, matrimonial agencies, clubs, unlicensed employment services bureaus, betting tips, betting, tobacco, alcohol, religion, medicine, obscenity and/or any other illegal/ antisocial subject matter;
    2. Infringe the intellectual property rights of any third party;
    3. Contain personal testimonial with specific reference to the character of a person;
    4. Contain anything which clearly offends against generally prevailing community standards relating to decency;
    5. Libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any Subscriber or third party;
    6. Contain false or unwarranted claims for any products or services or any defamatory statements;
  2. The prohibited content shall not be limited to the above and Niftra Solutions reserves the right to at its sole discretion regard any Advertisement or Content as prohibited content and refuse to disseminate such Advertisement.
    The Advertiser is responsible for the following obligations and the breach of any of these may result in Niftra Solutions discontinuing the Advertiser from using/accessing the iPromo Digital Advertising Platform;

    1. Not use the Platform to transmit Prohibited Content as set out above in Clause 1;
    2. Not use the Platform to commit acts of terror, immoral, unauthorised or unlawful activities and/or for any improper, unlawful or abusive purpose and/or to send obscene or threatening messages;
    3. Keep all Subscriber information confidential and shall not use such information for any other purpose except for the purpose of fulfilling its obligations hereunder;
    4. Strictly ensure that Advertisements disseminated as SMS and/or MMS through the Platform are ONLY used to contact Subscribers and/or any third parties who have expressly consented to be contacted via the iPromo Digital Advertising Platform;
    5. Ensure that each and every Advertisement/Content transmitted through the Platform is approved and monitored by Niftra Solutions prior to such release;
    6. Bear all stamp duty, service tax charges and any other cost or charge imposed by law from time to time with regard to the usage of the Platform;
    7. Not resell, transfer, share and/or reassign the Advertisement space and/or disseminate any Advertisement on behalf of a third party in any circumstances and/or use the Platform for any other purpose than that provided hereunder unless otherwise with the prior written consent of Niftra Solutions;
    8. Ensure that only its employees who are authorized and trained to access the Platform shall use the same to transmit Advertisements;
    9. Ensure that any information relating to accessing and using the Platform, including but without limitation passwords, shall not be shared with any third party other than its authorized employees;
    10. Not use, reproduce, and/or display any trademarks, service marks, logos and brand names of Niftra Solutions for any other promotional or advertising material without the prior written consent of Niftra Solutions;
    11. Inform Niftra Solutions in writing of any changes to any information provided to Niftra Solutions.
  3. Rights and Responsibilities of Niftra Solutions

    1. Niftra Solutions reserves the right to:
      1. Reject any application or Advertisement submitted for the Platform for any reason whatsoever without assigning any reason and without any liability;
      2. Make any alteration to the Platform and such alteration shall be informed to the Advertiser in writing prior to dissemination. Niftra Solutions shall not be liable for any loss or inconvenience caused to the Advertiser resulting therefrom;
      3. Vary, add to or amend the terms and conditions applicable to the Platform;
      4. At anytime, share their database/ specific Advertiser information with any one of its subsidiaries and/or holding companies in order to provide an integrated service to the Subscribers and/or with any Government authority in connection with any criminal investigation or for the purpose of any criminal proceedings.
    2. Niftra Solutions shall at its sole discretion be responsible for the implementation and maintenance of the technical infrastructure related to the Platform to allow Subscribers to receive the Advertisements.
    3. Niftra Solutions shall not be liable to the Advertiser and/or any third party for any loss, damage or injury caused to or suffered by a person or property, whether it be direct, indirect, special, consequential, loss of business revenue or profits, or of any nature suffered by any Advertiser or any person authorized by any Advertiser in relation to the Platform.
  4. Payment Terms

    1. Payment for the iPromo Digital Advertising Platform shall be by Credit Card, eZ Cash, mCash, Bank Transfer and Sampath Vishwa.
    2. The maximum amount the Advertiser may have in the Account at any one time is Rs.500,000.00 and any balance in the Account shall not be refundable under any circumstances whatsoever save and except if the iPromo Digital Advertising Platform is permanently discontinued.
    3. Any unutilized amount remaining in the Advertiser’s Account after the expiry of One (1) year from the date the Account was last credited will be forfeited and will not be available for acquiring further or additional services from the iPromo Digital Advertising Platform after that date.
    4. The Advertising Charges may be varied by Niftra Solutions from time to time and such variation will display in the iPromo Digital Advertising Platform.
    5. The Advertiser shall not be able to access the services provided by the iPromo Digital Advertising Platform without a sufficient balance in the Account.
  5. Indemnification

    1. Advertiser hereby agrees to defend, settle and pay damages on behalf of Niftra Solutions and its subsidiaries with regard to any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings made by a third party for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation.
  6. Confidentiality

    1. Each Party hereto shall use its best efforts to keep in strict confidence, and shall bind all of its employees and agents to keep in strict confidence, all commercial and technical information in whatever form acquired by it (whether directly or indirectly) from or concerning the other Party or in connection with the performance of the Agreement (“Confidential Information”). No Party shall utilise such Confidential Information or at any time disclose any Confidential Information to any third party for any purposes other than those contemplated herein.
    2. The following information shall be excluded from the foregoing scope of Confidential Information:
      1. Information which at the time of disclosure is generally available to the public;
      2. Information which after disclosure becomes generally available to the public through no fault of the receiving party;
      3. Information which the receiving party can show was in its possession prior to disclosure and which was not acquired directly or indirectly from the other Party;
      4. Information which the receiving party can show was received by it after the time of disclosure from any third Party without any obligation of confidentiality and which was not acquired directly or indirectly from the other Party;
      5. Information which the Party concerned shall be compelled to divulge if required by Law.
    3. The Subscriber information shall be the sole and exclusive property of Niftra Solutions and the Advertiser shall not in any event whatsoever derive any right or license to use such information for such other purpose other than as specifically set out herein.
    4. The confidentiality obligations set out in this Clause shall survive the termination of this Agreement.
  7. Force Majeure

    1. If either Party is temporarily rendered unable, wholly or in part, by Force Majeure to perform its duties or accept performance by the other Party under this Agreement it is agreed that the affected Party shall give notice to the other Party with immediate effect giving full particulars of such Force Majeure.
    2. The duties of such Party as are affected by such Force Majeure shall, with the approval of the other Party, be suspended during the period of disability so caused, but for no longer period, and such cause shall be removed with all reasonable dispatch.
    3. The term “Force Majeure” as employed herein shall mean act of God, strikes, lockouts, industrial disturbances, war, blockades, insurrections, riots, epidemics, civil disturbances, explosions, fire, floods, earthquakes, storms, lightning, electrical power failure and any other causes similar to the kind herein enumerated which are beyond the control of any Party and which by the exercise of due care and diligence neither Party is able to overcome.
  8. Miscellaneous

    1. In the event of a dispute or difference in connection with the usage of the Platform, Niftra Solutions and the Advertiser shall use their best endeavours to resolve such dispute or difference amicably. Failing amicable resolution of such dispute or difference by the Parties, the dispute or difference shall then be finally resolved by reference to the courts of Law of Sri Lanka.
    2. All conditions, warranties and representations implied by law in relation to the iPromo Digital Advertising Platform and Niftra Solutions are excluded to the extent permitted by law and except as expressly provided in these terms and conditions.
    3. These terms and conditions shall be governed by the Laws of Sri Lanka and subject to the exclusive jurisdiction of the courts of Sri Lanka.

By using our Services the Parties agree to abide by the terms and conditions of this Agreement and understand that the provision of the services of the iPromo Digital Advertising Platform is subject to the rules and regulations of Sri Lanka and/or any other regulatory or governmental authority of Sri Lanka.

The Parties hereto represent and warrant to each other that their authorised signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them.