Terms and Conditions

Internet Advertising Program – General Terms & Conditions

These Internet Advertising Program – General Terms & Conditions (the “Terms and Conditions”) are established between the advertiser (referred to as the “Advertiser”) specified in the Internet Advertising Order and Payment Authorisation signed by both parties (the “Order”), and Equate Digital Media, effective from the date mentioned in the Order, which contains the Advertiser’s specific terms and requirements. These Terms and Conditions are an essential part of the Order, and together, they form the “Agreement.”

For good and valuable consideration, the receipt of which is acknowledged, the Advertiser and Equate Digital Media agree to the following:

1. Definitions

  • “Services” refers to advertising, placement, tracking, reporting, and other services provided by Equate Media to the Advertiser as per the Agreement.
  • “Program Start Date” means the actual date on which the Advertiser’s campaign starts with one or more Publishers.
  • “Program End Date” refers to the actual date when the Advertiser’s campaign terminates with all Publishers. The Advertiser acknowledges that Equate Media may extend the end date by up to four (4) weeks or terminate the program at any time with notice, with or without cause. The Advertiser agrees that, although they may cancel a campaign after it has started, Equate Media may not be able to immediately terminate it with all Publishers.
  • “Advertisement” or “Ad” refers to any ads provided by the Advertiser for use in connection with the Services, which may be modified by Equate Media as needed to meet the Publishers’ requirements or for any other necessary reason.
  • “Advertiser’s Products & Services” refers to the categories the Advertiser wishes to promote, such as website development, SEO services, online promotional activities, PPC ads, and banner ads. Equate Media will make reasonable efforts to promote these products and services, but does not guarantee all will be advertised. The Advertiser acknowledges that advertising may cause the overall program costs to exceed the agreed budget.
  • “Advertising” refers to the placement of Ads with one or more Publishers using Equate Media Services.
  • “Advertising Order” refers to orders placed by Equate Media with Publishers on behalf of the Advertiser.
  • “Clicks,” “Impressions,” or “Views” refers to the number of times an Ad is clicked or viewed. The Advertiser agrees that any statistics shared during the program are subject to revision, and final statistics at the program’s end are conclusive.
  • “Cost Per Impression” refers to the charge for each Click, Impression, or View. The Advertiser agrees that these charges may vary based on multiple factors such as time of day, competition, and the nature of the Advertiser’s products.
  • “Destination Page” refers to the website where users are directed when they click on an Ad. The Advertiser agrees to allow Equate Media to make necessary adjustments such as tracking phone numbers, email forms, or tracking codes during the program to monitor performance.
  • “Keywords” are the words or phrases Equate Media may purchase on behalf of the Advertiser. While efforts will be made to promote the specified keywords, there is no guarantee of their advertisement, and promoting them may cause costs to exceed the program budget.
  • “Order Date” refers to the earlier of the Target Start Date mentioned in the Order or the date when the advertising request is submitted to Equate Media.
  • “Program” refers to the agreement between the Advertiser and Equate Media for the provision of services, which includes a budget, start date, and end date.
  • “Program Budget” refers to the maximum amount the Advertiser agrees to pay each month for advertising services, including technology expertise, ad creation, media placement, and more. The Advertiser agrees to pay in accordance with the terms of the Agreement.
  • “Program Credits” are financial credits issued to the Advertiser for any unused portion of the budget at the end of a program. These credits can be used for future campaigns within one year of issuance.
  • “Program Service Fees” refers to the monthly fee for managing the Advertiser’s programs, which is charged in addition to the total program expenditure.
  • “Publishers” are third-party platforms or businesses that accept advertising orders from Equate Media on behalf of the Advertiser. The Advertiser agrees that the selection of Publishers is at the discretion of Equate Media. 
  • “Target Start Date” refers to the requested start date for the Advertiser’s campaign. The Advertiser understands that there may be delays beyond the Target Start Date, depending on Publisher timelines.
  • “Target Territories” refers to the geographical areas where the Advertiser wants the Ads to be displayed. However, Equate Media cannot guarantee the exclusive or primary display of Ads in these territories.
  • “Total Program Expenditure” includes all amounts charged by Equate Media except for the Program Service Fees.
  • “Tracking Information” refers to tracking via phone number, email, or destination page. The Advertiser agrees to allow Equate Media to implement tracking methods to gather statistical information for reporting purposes.

2. Provision of Services

The Company shall provide its services (“Services”) to the Advertiser, and the Advertiser agrees to purchase such services, as detailed in this Agreement and in any current or future Insertion Order (IO) signed by both parties. Each IO will be governed by the terms of this Agreement.

3. Service Provision to Advertiser

The Company will provide the agreed-upon Services to the Advertiser, and the Advertiser will purchase these Services, as stated in this Agreement and any IO signed by both parties. All IOs will be governed by the terms of this Agreement.

4. Duration of the Agreement

The term of this Agreement shall commence on the Order Date specified in the IO and will continue until the program expires, is terminated by the Company, or when full payment of any outstanding dues related to the program is made—whichever occurs later.

5. Payment Terms

Unless otherwise stated in the IO, payment for the advertising program is due at the time the advertising order is placed with the Company. Payments can be made via credit card, bank transfer, or electronic check. The Advertiser warrants that it has the authority to enter into this Agreement and use the payment method provided. The Advertiser shall be responsible for any unauthorized or illegal transactions, including associated fees or penalties. The Company may, at its discretion, agree to deferred payment terms. In such cases, invoices will be raised, and payments must be made within 30 days. Any disputes regarding invoices must be raised within 30 days, and the parties will endeavor to resolve such issues within 30 days. Non-payment within the due period will result in a monthly late fee of 1.5% or the maximum permitted by law, whichever is lower, until full payment is made.

6. Taxes

The Advertiser is responsible for paying all applicable taxes, including but not limited to GST, sales, and use taxes, as levied by local or national authorities, on any charges made to the Advertiser. The Company will provide an invoice to the Advertiser within 90 days for any taxes imposed.

7. Cancellations & Refund Policy

Upon cancellation, the Advertiser is responsible for all charges mentioned in the IO. If the cancellation notice is received less than 10 days before the end of the month, services will continue until the end of the following month, and the Advertiser will be liable for all charges until then. The Advertiser understands that this Agreement cannot be canceled by the Advertiser except as explicitly stated in the IO, and no fees or amounts paid to the Company will be refundable.

8. Disclaimers and Warranties

The Company makes no representations or warranties regarding the performance of the program, including but not limited to sales, clicks, leads, or any other metrics. Any estimates provided are non-binding and should not be relied upon. The Advertiser acknowledges that no employee or representative of the Company is authorized to provide binding estimates or warranties, and the Advertiser is not relying on any such representations.

9. Advertising Content and Revisions

The Advertiser will provide accurate and current information for all ads, including product or service descriptions. The Advertiser warrants that it has the legal rights to use any trademarks, names, or content in its ads. All materials must comply with the Company’s and Publishers’ policies. The Company reserves the right to revise or modify ads before delivering them to publishers. Once ads are delivered to publishers, the Advertiser may have limited ability to make further revisions. The Advertiser grants the Company a non-exclusive, worldwide license to use, reproduce, and distribute the ads as part of the program.

10. Selection of Publishers

The Company reserves the exclusive right to select publishers for the placement of ads based on the nature and scope of the program. The Advertiser acknowledges that the Company may not control or operate the platforms where the ads will appear. The Advertiser agrees not to contact publishers directly concerning this Agreement or related information.

11. Publisher Positioning

Unless otherwise specifically stated in this Agreement, the Advertiser acknowledges that the positioning of Ads on a Publisher’s platform is solely at the discretion of the Publisher. Neither the Company nor the Advertiser shall have any control or influence over such positioning decisions.

12. Confirmation of Advertising

The Advertiser understands and agrees that the Company may not be able to, nor is it obligated to, confirm or provide evidence of the presence of the Advertiser’s Ads on any Publisher’s website or directory. The Company is not required to provide samples of such Ads.

13. Binding Nature of Reports

The Company does not guarantee the accuracy or frequency of impressions, clicks, or other metrics related to Ads unless specifically stated in this Agreement. If the Company provides any reports, summaries, or statistics during the course of the program, these shall be considered final and binding for all purposes under this Agreement. Such reports will not be subject to further review or dispute by the Advertiser or any third party.

14. Renewal

The renewal of any advertising program is subject to the Advertiser’s acceptance of the Company’s then-current Terms and Conditions and any applicable Insertion Order (IO) at the time of renewal.

15. Restrictions on Transfer of Rights

The Advertiser acknowledges that it cannot resell, assign, or transfer any rights or obligations under this Agreement without the prior written consent of the Company. Any attempt to do so without the Company’s approval will be null and void, and the Company reserves the right to terminate the Agreement immediately, without liability or penalty to the Company.

16. Rejection of Ads and Content

The Advertiser agrees that all content related to Ads is subject to the Company’s approval, which may be granted or withheld at the Company’s discretion. The Company reserves the right to reject or cancel any Ad, Agreement, URL link, or Publisher position commitment at any time and for any reason. The Company’s decision to approve or reject an Ad shall not be considered as an endorsement or guarantee of the content’s compliance with applicable laws or policies.

17. Advertiser Representations and Indemnity

The Advertiser represents that it has full legal authority to use and provide all content, Ads, and information for the purposes of this Agreement, including in connection with the Program. The Advertiser guarantees that its Ads, user data, products, or services do not violate any laws, regulations, or third-party rights. The Advertiser agrees to indemnify and hold harmless the Company, its affiliates, and employees from any claims, losses, or legal expenses arising from the Advertiser’s breach of its representations or any actions related to the Ads or Program.

18. Confidentiality Obligations

For the purposes of this Agreement, “Confidential Information” includes Ads before publication, the terms of this Agreement, and any proprietary data, reports, or financial information shared by the Company. Neither party may disclose Confidential Information during the term of the Agreement and for two (2) years after its termination, unless it is public knowledge, required by law, or has been independently developed. Both parties agree to safeguard such information from unauthorized use or disclosure.

19. Publicity

The Company is allowed to identify the Advertiser as a client and may use the Advertiser’s name for marketing purposes. Any press releases or joint announcements must be approved by the Advertiser, which will not unreasonably withhold consent.

20. Termination and Survival

The Company reserves the right to terminate the Program at any time, with or without cause, upon notice to the Advertiser. Upon termination, the Advertiser may lose access to certain services or data. The Advertiser will remain liable for any payments owed for Ads delivered. All provisions related to confidentiality, indemnity, and liability limitations shall survive the termination of this Agreement. Upon request, all Confidential Information must be returned to the disclosing party.

  1. LIMITATION OF LIABILITY
    The Advertiser acknowledges and agrees that Equate Digital Media (including its subsidiaries, affiliates, directors, officers, agents, and employees) shall not be liable for any indirect, incidental, special, consequential, or exemplary damages arising from this Agreement, including but not limited to loss of profits, goodwill, use, data, or other intangible losses, even if Equate Digital Media has been advised of the possibility of such damages. This includes, but is not limited to, damages arising from:
    (i) The use or inability to use Equate Digital Media services;
    (ii) The cost of procuring substitute goods or services resulting from any goods, data, information, or services purchased or obtained, or transactions entered through Equate Digital Media;
    (iii) Unauthorized access to or alteration of the Advertiser’s data;
    (iv) Statements or actions of any third-party related to the program;
    (v) Any other matters related to Equate Digital Media services or this Agreement.
    In no event shall Equate Digital Media’s liability exceed the total amount paid by the Advertiser for the services under this Agreement in the preceding 12-month period before the claim arose.

If Equate Digital Media fails to publish an advertisement as agreed or fails to utilize the Advertiser’s full budget by the agreed-upon deadline, or if there is any other failure, technical or otherwise, Equate Digital Media’s sole liability will be limited to providing a Program Credit as per the Insertion Order. Equate Digital Media shall not be responsible for any acts or omissions of third parties or any delays caused by factors beyond its control, including but not limited to governmental actions, natural disasters, labor disruptions, or technical failures.

  1. Data Processing, Personal Data and Data Privacy

22.1 Additional Definitions
For this Agreement:
(i) “Data Processor,” “Data Controller,” “Processing,” “Appropriate technical and organizational measures,” and “Personal Data” shall have meanings consistent with the applicable Data Protection Laws in India, including the Information Technology Act, 2000 and subsequent amendments.
(ii) “Data” means any personal data collected by Equate Digital Media as part of its services to the Advertiser.
(iii) “Data Protection Laws” shall include Indian laws such as the Information Technology Act, 2000, the General Data Protection Regulation (GDPR), or any other relevant data protection regulations applicable to the services.
(iv) “Data Subject” refers to an individual whose personal data is processed, including end users viewing ads, employees, consultants, or personnel of the Advertiser.

22.2 Roles of the Parties
The Advertiser is the Data Controller, and Equate Digital Media acts as the Data Processor in relation to the Data processed under this Agreement.

22.3 Equate Digital Media’s Data Processing Obligations
Equate Digital Media shall:
(i) Process Data only according to instructions provided by the Advertiser;
(ii) Implement appropriate technical and organizational measures to protect Data from unauthorized processing, loss, or damage;
(iii) Comply with its obligations as a Data Processor under Indian Data Protection Laws.

22.4 Advertiser’s Data Privacy Responsibilities
The Advertiser guarantees compliance with Indian data protection regulations, ensuring adequate notice and consent mechanisms are in place for Data Subjects. Advertisers shall also ensure that Data Subjects have the ability to opt out of data processing and have procedures for data deletion requests.

22.5 Subprocessors
Equate Digital Media may engage third-party sub processors to process Data, provided they adhere to terms that are as stringent as those outlined in this Agreement. Any subcontracting arrangement will terminate automatically upon the end of this Agreement.

22.6 Data Privacy Indemnity
The Advertiser agrees to indemnify Equate Digital Media against any claims or liabilities arising from non-compliance with data privacy laws, particularly where such breaches are caused by the Advertiser’s failure to comply with its obligations as a Data Controller.

22.7 Data Processing Agreement (DPA)
In case Equate Digital Media, either directly or through sub processors, processes or stores personal data of individuals on behalf of the Advertiser, a Data Processing Agreement (DPA) shall govern the processing activities. The Advertiser and  Equate Digital Media agree to the DPA terms, which supersede any conflicting terms in this Agreement.

  1. Waiver and Severability of Terms
    Failure by Equate Digital Media to enforce any provision of this Agreement shall not constitute a waiver of that provision. If any clause of this Agreement is deemed invalid by a competent authority, the remaining provisions shall remain in effect.
  2. Transferability
    The Advertiser cannot assign, delegate, or transfer this Agreement without prior written consent from Equate Digital Media. Equate Digital Media may assign its rights under this Agreement to third parties with due notice to the Advertiser.
  3. Statute of Limitations
    Any claim or action arising from this Agreement must be filed within one (1) year of the event, except for claims related to intellectual property infringement, which may have a longer statutory period.
  4. Headings
    Section titles are for convenience only and do not affect the interpretation of the Agreement.
  5. Limitations on Liability
    Advertiser agrees that the limitations on liability, disclaimers, and exclusion of consequential damages are essential to this Agreement and shall be upheld even if any exclusive remedy provided fails in its intended purpose. 
  6. Notices
    All formal notices under this Agreement must be provided in writing, either by hand, registered post, or an overnight courier service, and will be effective upon receipt.
  7. Review
    The Advertiser confirms that it has read, understood, and agrees to the terms of this Agreement. If signed by an authorized representative of the Advertiser, they affirm their authority to enter into this Agreement.
  8. Governing Law and Jurisdiction
    This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of courts in India.

31. Advertiser’s Clients

In the event the Advertiser engages in advertising on behalf of its clients or any third party, the Advertiser agrees to enter into a written agreement with each such client or third party (“Client”). This agreement must bind the parties to terms that are substantially similar to, and no less protective of Equate Digital Media, as those outlined in this Agreement. Equate Digital Media must also be identified as an intended third-party beneficiary in all such agreements.

32. Callers

The Advertiser understands that when an individual (“Caller”) contacts a Equate Digital Media number, they will be automatically informed that the call may be recorded and monitored before the call is connected to the Advertiser via the Equate Digital Media number (“Recorded Call Message”).

33. Call Monitoring Responsibilities

If the Advertiser requests call recording, monitoring, and storage services as part of the Equate Digital Media services, Equate Digital Media (either directly or through a subcontractor) may provide these services in line with this Agreement. The Advertiser is solely responsible for ensuring compliance with all applicable laws, including issuing required notifications to and obtaining consent from Callers. Equate Digital Media will provide such services as directed by the Advertiser, including restricting access to call recordings and any data collected through such services. The Advertiser warrants that it has reviewed the legality of recording, monitoring, and storing calls, and that these activities will comply with all applicable laws. The Advertiser also agrees that the call message script will be revised if necessary to comply with applicable laws. The Advertiser acknowledges that Equate Digital Media bears no responsibility or liability regarding the legality of recording, monitoring, storing, or divulging phone calls or the language of the recorded call message.

34. Call Recipients

The Advertiser agrees that applicable laws may require notifying and/or obtaining express written consent from all agents, employees, contractors, or other individuals who receive calls recorded as part of Equate Digital Media services (“Call Recipients”). The Advertiser is responsible for ensuring that all required notices and consents are obtained in compliance with applicable laws.

35. Advertiser’s Use of Caller IDs

Equate Digital Media does not place phone calls to individuals responding to Ads, nor does it use any personal data (e.g., name, address, phone number) obtained from such persons for any purpose other than what is stipulated herein. If the Advertiser or any Call Recipient uses this data to contact an individual (e.g., by making a call or sending a message), the Advertiser warrants that it complies with all applicable laws, including ensuring the person is not on the national “Do Not Call” list and making calls only to legitimate recipients. The Advertiser agrees to indemnify Equate Digital Media for any claims arising from phone calls or messages made in violation of any law.

36. Advertiser Compliance with Phone Number Collection Laws

The Advertiser warrants that whenever a phone number is collected in connection with an Ad or program, the Ads and forms include appropriate disclosures as required by law to obtain the consumer’s consent for future calls or messages. The Advertiser will maintain accurate records of such consent and provide these records upon request. The Advertiser is fully responsible for any legal issues arising from the Ads or forms, and agrees to indemnify Equate Digital Media against all claims or damages related to non-compliance with applicable laws.

37. Suspension or Termination of Call Monitoring Services

In addition to all other remedies, Equate Digital Media may, upon notice, suspend or terminate access to call recording, monitoring, or storage services if it concludes that the Advertiser is in breach of any provisions of this Agreement related to these services. Equate Digital Media will not be liable for any damages resulting from such suspension or termination, and the Advertiser will still be responsible for any outstanding payments.

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