Terms & Conditions
Media Company and OniFast are hereinafter individually referred to as the “Party” and collectively as the “Parties”.
I. DEFINITIONS
1.1 Capitalized terms used herein shall have the meanings ascribed to them in the body of this Agreement, or as defined below. Terms other than those defined below shall be given their plain English meaning, and terms of art having specialized meanings in the industry shall be construed in accordance with industry standards. Unless the context otherwise requires, words importing the singular include the plural and vice-versa.
1.1.1 “Advertising Services” means the Sponsored Link and Other Advertising services that are provided by OniFast to Site(s) (defined below) pursuant to this Agreement.
1.1.2 “OniFast Services” means the Advertising Services and Search Services provided by OniFast to Customer under this Agreement as indicated in Exhibit A attached hereto.
1.1.3 “OniFast Sponsored Link” means OniFast’s proprietary Sponsored Links or JavaScript products.
1.1.4 “OniFast Web Search” means the OniFast algorithmic search service delivered hereunder by OniFast and generated by its OniFast search engine.
1.1.5 “Customer Application” means any application, plug-in, helper, component, or other code that (a) is downloaded or installed on a user’s computer (examples of which include those that provide browser helper objects, instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, or search), (b) is owned or operated by Customer, and (c) accesses the OniFast Services.
1.1.6 “Customer Portfolio” means any and all URLs (owned and/or controlled by the customers from the Media Company) where the advertisement will be published.
1.1.7 “Domain” means all Web pages presented to the user as, and commonly understood to be part of, a single Web site. In most cases, a U.S. Domain will include all Web pages with URLs that share the same second-level (and top-level) domain name system (DNS) identifiers (e.g., all Web pages with URLs that begin: https://onifast.vn/ or http://www.onifast.vn), and an international Domain will include all Web pages with URLs that share the same third-level (and second- and top-level) DNS identifiers.
1.1.8 “Effective Date” means the date this Agreement is signed by the Customer.
1.1.9 “End User” means the user of a Site.
1.1.10 “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights.
1.1.11 “Media Company” means (a) the owner (if not Company) of the Site(s), or (b) the third party who provides Advertising services on the site(s).
1.1.12 “One-Click Page” means a 404 Error Web page or DNS error Web page generated in response to an incorrect URL being entered into the address bar, or a Web page generated in response to a correct URL being entered into the address bar.
1.1.13 “Other Advertising” means all other OniFast programs or products included as Advertising Services hereunder.
1.1.14 “Query” means a search query that originates directly from an End User and includes, without limitation:
(a) each query entered directly by an End User into a search box (whether such box appears on a Web page or is included in a Customer Application);
(b) each query otherwise submitted by an End User through use of a Customer Application; and
(c) each click by an End User on a Zoom Search link.
1.1.15 “Reply Page” means a Web page displayed in response to a Query that is not a One-Click Page.
1.1.16 “Site(s)” means, collectively:
(a) all web pages on the Domain(s);
(b) all web pages on domains owned and operated by Customer;
(c) all web pages on domains included in the Customer Portfolio;
(d) all web pages and domains currently under Agreement for ad services by Customer (including any other domains that redirect users to such Domain, and also including any successor Domain(s) thereto);
(e) all Web pages of Domain(s) owned or controlled by Customer, which Domain(s) Customer desires to include hereunder and which is approved in advance by OniFast (excluding any Domain with a URL that includes any trademarks that are not owned by the owner of such domain, and any Domain which includes child pornography, hate-related, or gambling-related content);
(f) all Customer Applications approved by OniFast in writing;
(g) all Web pages controlled by Customer that are displayed by action of any Customer Application approved by OniFast in writing; and
(h) all Reply Pages displayed in response to Queries received from any of the foregoing Web pages and Customer Applications.
Unless otherwise agreed by OniFast in writing, Customer shall own or control each Site and each Reply Page, and OniFast shall not be required to pay Customer with respect to any Queries from any Site that is not owned or controlled by Customer, or Queries that resolve to any Reply Page that is not owned and controlled by Customer.