สมาชิกได้รับทราบ ตกลง ยินยอมปฏิบัติตามข้อตกลงและเงื่อนไขทั่วไปในการใช้บริการผลิตภัณฑ์และบริการ ดังต่อไปนี้ “ข้อตกลงและเงื่อนไขทั่วไปในการใช้บริการ” และข้อตกลงและเงื่อนไขในการใช้บริการเฉพาะรายผลิตภัณฑ์และบริการ ต่อไปนี้
เงื่อนไขการใช้บริการสำหรับลูกค้าองค์กร (Enterprise Unit)
สมาชิกที่ประสงค์ที่จะใช้บริการ Online Advertising Service จะต้องเข้าทำสัญญาว่าจ้างตามข้อตกลงและเงื่อนไขดังต่อไปนี้
Advertiser engages ReadyPlanet to render, and ReadyPlanet agrees to render to Advertiser, certain services in connection with Advertiser's planning, preparing and placing of online advertising for certain of Online Advertising Services as follows:
a. Analyze Advertiser's current and proposed products and services and present and potential markets;
b. Create, prepare and submit to Advertiser for its written prior approval advertising ideas and programs;
c. Prepare and submit to Advertiser for its prior written approval estimates of costs and expenses associated with proposed advertising ideas and programs;
d. Design and prepare, or arrange for the design and preparation of, advertisements; and
e. Manage online advertising period, ad formats or other means to be used for online publication of Advertiser’s advertisements.
2. Products & SERVICES
ReadyPlanet's engagement shall relate to the following products and services of Advertiser:
• Website Platform
• Online Advertising Services : Google AdWords / Facebook / Instagram
• Other Services
3. SERVICE FEE
Advertiser shall pay the following service fee to ReadyPlanet in accordance with the terms and conditions in this Agreement.
a. The initial Credit Value in Advertiser’s advertising account shall be 1,500,000 Thai Baht once the Credit Value in advertising account is running out, Advertiser shall apply for adding Credit Value to ReadyPlanet, and ReadyPlanet will top up the Credit Value after receiving the payment.
b. Income report and invoice shall be provided by ReadyPlanet to Advertiser on the tenth 10th business day of consecutive month. Advertiser shall remit the payment to ReadyPlanet in 30 calendar days after receiving the invoice.
c. In the event that Advertiser’s payment is overdue, ReadyPlanet has the right to terminate the online advertising service, there will be a 10% fine over the due amount, interest that shall accrue at a rate of 1% per month until such service fees owing and due are paid by Advertiser.
5. Ownership and Use
ReadyPlanet shall insure, to the fullest extent possible under law, that Advertiser shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by ReadyPlanet or at ReadyPlanet's direction for Advertiser pursuant to this Agreement and utilized by Advertiser.
Each party on behalf of itself and its affiliates disclaims all implied warranties, including without limitation for non-infringement, satisfactory quality, merchant ability and fitness for any purpose. To the fullest extent permitted by law, the ReadyPlanet’s online advertising service and partner properties are provided ‘As is’ and at Advertiser’s option and risk and none of ReadyPlanet, its affiliates or ReadyPlanet’s partners make any guarantee in connection with the service or service results.
Advertiser will defend, indemnify and hold harmless ReadyPlanet, its agents, affiliates, and licensors from any third party claim or liability arising out of the breach of these terms by Advertiser except to extent that such breach is caused or contributed by an act or omission of ReadyPlanet, any of its officers, employees, agents or contractors or any other personcontrolled by ReadyPlanet.
ReadyPlanet must comply with all applicable laws and regulations in the performance of its obligations under this Agreement. ReadyPlanet will defend, indemnify and hold harmless Advertiser against all claims, demands, losses, costs, liabilities, damages and expenses of every kind and nature, including any legal costs and expenses, from any third party claim or arising out of the performance of services under this Agreement.
The term of this Agreement shall commence on [date] and shall continue in full force and effect until terminated by either party upon at least 60 days prior written notice, provided that in no event (except breach) may this Agreement be terminated prior to [date].
Despite Clauses 4c and 9 of this Agreement, either party may terminate this Agreement by giving the 60 days of written notice to the other party.
The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising in media whose closing dates follow then such period.
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within 30 days of the written notice, then the non-defaulting party may terminate this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
11. Amendment communicate
Modifications and amendments to this Agreement must be in writing signed by each of the parties.
12. Assignment and Subcontracting
ReadyPlanet must not assign or subcontract any of its rights or obligations under this Agreement without the prior written consent from Advertiser.
13. Independent Contractor
The parties agree that ReadyPlanet is acting as an independent contractor unrelated to Advertiser or any of its subsidiaries or affiliated companies with respect to this Agreement. Nothing in this Agreement is intended to create a relationship, express or implied, of employer-employee, principal-agent or partnership between ReadyPlanet and Advertiser.
14. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
15. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of Thailand.